Offer for content and service providers

Offer for content and service providers

27 June 2021

These terms and conditions apply to all Content and Services Providers. We advise you to read these Licence Terms carefully so that you are aware of your rights and obligations when downloading Content and Services. Providers are also subject to the Terms of Service. All personal data is processed in accordance with this Privacy Policy.
Terms and definitions
Terms used in these Licence Terms shall have the following meaning:
Account: the private environment of the Content Provider in Studio, to which the Content Provider shall have access after entering his/her registration data: Name and Surname of the representative, email address to register in Studio, telephone number, city of provision of Content and Services (or several), language of provision of Content and Services (or several);
Application marketplace: a party that provides end-users with the ability to download applications such as the App Store and Google Play;
Studio: The online content management system on the WeGoTrip website or the WeGoTrip app that the content provider uses to create, upload and manage its Content;
Content: all information and/or data provided, modified or uploaded by the Provider through Studio, including - but not limited to - mobile guides containing information on museums and/or public sites or attractions provided in text, photos, video, audio materials, as well as in any other form;
Content Provider or you: any business, enterprise, legal entity, sole proprietor or individual, whether operating within a business or profession, which has created an Account and uses the WeGoTrip Service, including by uploading Content via Studio;
Database: the database into which the Content is included and which WeGoTrip can make available to Affiliates and End Users;
End-User: the natural person using the Content through any of the Products or any of the WeGoTrip products (e.g. the WeGoTrip App or the WeGoTrip website);
Intellectual property
Rights: all intellectual property and related rights such as copyrights, trademark rights, patent rights, design rights, trade name rights, moral rights, database rights, neighbouring rights, and rights to know-how, logos, domain names, service marks, inventions and intellectual property rights and all similar rights anywhere in the world, including any registration of such rights, and applications and rights to apply for such registration;
WeGoTrip App: WeGoTrip mobile apps;
WeGoTrip Service: In the context of these licence conditions, this means the service provided by WeGoTrip to the content provider in the manner described in Article 3;
WeGoTrip Website: URL https://wegotrip.com/ and all its top level and subdomains;
WeGoTrip or we: WeGoTrip OU, registered at Harju maakond, Tallinn, Haabersti linnaosa, Pirni tn 6a-40, 10617, Estonia. Company number in the Estonian Commercial Register: 14861088
Licence conditions: these licence conditions apply to content providers;
Login: The name and password that the supplier provides when creating his Account and through which the supplier accesses his Account;
Personal data: Personal data adefined in Article 2(a) of Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, or a future European Regulation to replace the Directive;
Product or Products: The Partner's current and future products, including but not limited to mobile applications, web/web interfaces, mapping/navigation/positioning devices and/or other display devices, technologies and/or services;
Partner: an entity or individual who has accessed the Database and incorporates Content or Services into its Products (e.g. it may be other application or platform providers such as hotel reservation companies, airline reservation companies, navigation systems), including its agents, distributors and other types of intermediary companies and/or persons.

2 Applicability of the Terms of Use
2.1 By using the WeGoTrip Service, you accept these Licence Terms. In order to avoid any discrepancies between the applicable terms and conditions, your own terms and conditions (if any) will not apply.
2.2 We may occasionally be required to make changes to these Licence Terms (for example due to business development, new regulations, etc.). You agree that we will not ask you to approve these changes. The most recent licence conditions can always be found on the WeGoTrip website [and in the WeGoTrip app]. Changes or amendments to the licence conditions will also be notified to you when you use the WeGoTrip Service. Your continued use of the WeGoTrip Service following the modification of these Licence Terms implies your agreement to the modified Licence Terms. If you do not agree to the amended Licence Terms, we invite you to terminate your use of the WeGoTrip service.
2.3 It may happen that any provision of these Licence Terms is or becomes illegal, invalid or unenforceable for any reason, including, but not limited to, repealing mandatory consumer protection law. Such invalid provision shall not affect the validity of the other provisions of the Licence Terms and such invalid provision shall be replaced by another provision which, being valid in all respects, shall have effect as close as possible to that of the provision being replaced.

3 Basic terms and conditions of the WeGoTrip Services
3.1 The WeGoTrip Service grants you the right to access and use Studio, which allows you to upload, store and manage (i.e. change, add and delete) Content. The Content you upload will become part of the Database. We make the Database available to Affiliates who may incorporate Content or Services into their Products as described further in Article 7.
3.2 As the WeGoTrip Service is a free and open platform for Content Providers, Content Providers cannot claim exclusivity for a particular public facility or attraction, i.e. the WeGoTrip Service allows each Content Provider to include a public facility or attraction in its Content.
3.4 We will provide the WeGoTrip service to the best of our ability. However, you must agree that the WeGoTrip service contains only those features which you will find at the time of use ("as is"). Except as expressly provided in these licence conditions, we make no warranty, express, implied, statutory or otherwise, including but not limited to any warranty of merchantability or fitness for a particular purpose, quality, security, integrity, reliability or accuracy of the WeGoTrip service or Studio, or that any part of the WeGoTrip service will be uninterrupted, error-free, virus-free, timely, secure, nor do we make any implied or explicit warranty that any Content is b

4 Accessing the WeGoTrip service
4.1 In order to use the WeGoTrip service, it is necessary to create an account by following the registration procedure on the WeGoTrip website [or in the WeGoTrip app].The content provider will be asked to nominate a contact person and provide the contact details of the contact person. You need to ensure that all information provided is up to date, correct and complete. This is important to us as in some cases (e.g. if there are questions about your Content) we may need to contact the Content Provider. No Content Provider is permitted to create an account under anyone else's name.
4.2 If you are a natural person under the age of 18, you can also register as a Content Provider, but you need the permission of your parent(s) or legal guardian(s) to create an Account and use the WeGoTrip Service.
4.3 If you register an Account and use the WeGoTrip Service on behalf of another person, company or other commercial entity, you assume responsibility for the legal authority to bind that person, company or other commercial entity to these License Terms.
4.4 A login and password is required to register. Login details must be kept confidential to prevent unauthorised use of your account. As soon as you find out or have reason to suspect that your login details have fallen into the hands of unauthorised persons, you must inform WeGoTrip immediately and take effective measures to change your login details.
4.5 If you can no longer access your account (for example, because the person who created the account has left your company without leaving their registration details), please contact us at support@wegotrip.com.
4.6 WeGoTrip may use the contact details you provide to send emails regarding the WeGoTrip service.
4.7 In the event that you make your account available to other parties (third parties), you will be solely responsible for their actions. This means that any damage to your content or costs arising from the use of the WeGoTrip services by such third parties will be borne by your own account. These License Terms also apply to such third parties using your Account.
4.8 In some cases we may need to contact you. If you do not respond to our request within one month, we will assume that you no longer wish to use your account and we will have the right to close your account and remove your content.
4.9 In order to improve the WeGoTrip service or for other reasons, WeGoTrip may need to make functional, procedural or technical changes to the WeGoTrip service, including Studio, and/or (temporarily or permanently) disable (part of) the WeGoTrip service. WeGoTrip cannot be held liable for this.
4.10 The provider of the Content is exclusively responsible for the procurement and/or correct operation of the infrastructure necessary for the use of the WeGoTrip Service. WeGoTrip shall not be liable for damages or costs arising from transmission errors, malfunctions or unavailability of computer, data or telecommunication facilities, including the Internet.
4.11 We carry out all reasonable measurements to ensure that the WeGoTrip service works faultlessly at all times. In the event that the WeGoTrip service or part thereof is nevertheless (temporarily) unavailable or not working properly, we cannot be held liable for any resulting damage or costs.
4.12 Please note that we are not responsible for the storage of your data, including your Content. This means that if you delete your Content from our platform or if we encounter technical problems, your Content may be lost and we may not be able to retrieve your Content. We therefore recommend that you keep a copy of the Content on your own devices for storage purposes .

5 Using the WeGoTrip service
5.1 You are free to use the WeGoTrip Service, and you (i.e. the Account holder) are solely responsible for the Content and for managing (i.e. changing, adding and deleting) the Content made available through your Account.
5.2 We may set minimum standards for Content, including but not limited to standards regarding technical requirements, quality and level of information, and we may amend or supplement these standards at any time. Feel free to contact us if you have any questions regarding these minimum standards.
5.3 No Content can be accessed and the WeGoTrip Service cannot be used in any way:
is discriminatory with regard to race, religion, sex, culture or heritage or is otherwise offensive;
calls for violence and/or harassment of others;
is false and/or misleading, including - but not limited to - the acceptance of a false identity and/or the making of a false assumption that the Content Provider is in any way commercially connected to WeGoTrip;
contains viruses, Trojan horses, worms, bots or other software which could damage, disable, remove or render inaccessible the WeGoTrip service;
violates the Licence Terms, the Privacy Policy and/or the jurisdiction in which the Content Provider is established;
infringes the rights of WeGoTrip and/or third parties, including - but not limited to - intellectual property rights and rights relating to the protection of privacy;
is detrimental to the interests and reputation of WeGoTrip or the publication partner;
reproduces, publishes or sells information obtained through the WeGoTrip Service, with the exception of Content created and provided by the Content Provider itself;
makes available Content containing advertisements of third parties, unless expressly authorised by WeGoTrip;
violates the minimum standards to the extent that WeGoTrip stipulates for the Content Provider;
involves a third party in carrying out any of the above activities.

5.4 Where photographs are included in the Content, the persons in such photographs have given all necessary consent to such use, except where such consent is not required under applicable law.
5.5 Content provided by you through the WeGoTrip Service may be used by us, the Publishing Partners and End Users in accordance with clause 6.
5.6 In the following situations, we may need to (i) reject or delete Content, (ii) close your Account or (iii) assign "draft" status to Content, which means that the Content must be modified before it is made available to Publishing Partners or End Users:
if the Content does not meet the standards set out in point 5.2;
if the Content is not authorised under point 5.3;
by court order; or
if the Content does not generally meet or contravene community standards.

WeGoTrip may take such a decision at its own discretion and independently of any formal analysis in accordance with the applicable law. By carrying out any of the above actions, WeGoTrip shall not be liable for the payment of any compensation to the content provider.
5.7 If you believe that certain content offered by another content provider infringes your rights and/or the rights of a third party, please notify WeGoTrip immediately in accordance with clause 13.

6 Intellectual property rights
6.1 We respect your intellectual property rights and expect you to do the same with our intellectual property rights. You are and shall remain the sole owner of all intellectual property rights with respect to the Content that you submit through the WeGoTrip Service. You can edit, modify and/or delete your Content at any time from the WeGoTrip Service. The intellectual property rights concerning the WeGoTrip Service, including the Studio and the Database, the WeGoTrip application and the WeGoTrip website belong exclusively to us or our licensors. This means, for example, that you are not permitted to register any domain names, trademarks which are identical or similar to any item over which WeGoTrip has intellectual property rights and that you are not permitted to reproduce, modify, reverse engineer or publish the WeGoTrip Service and/or Studio for any purpose other than those listed in these Licence Terms . Deletion, concealment, making illegible or modifying notices or statements regarding our intellectual property rights is not permitted.
6.2 As a Content Provider, you will be granted the right to access and use the WeGoTrip Service and the software which is part of the WeGoTrip Service, including Studio, insofar as this is necessary for the use of the WeGoTrip Service. You acknowledge that WeGoTrip may grant the same right to other content providers. We may revoke this right granted to you only in those situations which are further described in these Licence Conditions.
6.3 In order that we may distribute your Content and provide you with free and global promotion, you acknowledge and accept that by making your Content available through the WeGoTrip Service, you automatically and without charge grant us the right to use and reproduce your Content anywhere in the world. This includes the right for us to make your Content available to third parties and to grant third parties the same right to use and reproduce your Content. The right granted to us is not exclusive, so do not hesitate if WeGoTrip does not distribute your Content. The right to use and reproduce your Content granted to us includes but is not limited to this right:
use Content for our internal purposes, such as using screenshots for our leaflets or using it as an example in our presentations;
Re-formatting and/or using the Content to develop, produce and improve the Database, the WeGoTrip application and the WeGoTrip website, for example to make your Content more suitable for spreadsheets, websites, iOS, Android and Windows phones;
include, (permanently) store, add or otherwise use (reformat) the Content in the Database, the WeGoTrip App and the WeGoTrip website;
provide certain Publishing Partners (WeGoTrip Partners that have been carefully selected by us) with access to your Content (via the Database or otherwise) and the non-exclusive and worldwide right (i) to reformat and/or use your Content to develop, produce and improve their Products, for example, to present it in the most attractive way through their Products, (ii) use your Content in their Products (to increase the exposure of your Content) and/or (iii) sub-licence, deliver
the use of (parts of) your Content, your name, trade name and/or logo and the relationship between us for promotional and marketing purposes, for example by presenting your Content as an example to other potential Content providers and end users, unless you do not approve such use, in which case you should contact us.

6.4 For the avoidance of doubt: in our publishingpartner agreements we strictly prohibit publishing partners from selling any of your Content to any other party . In addition, your name and profile and copyright notice (if any) will always be available, linked to or integrated with your Content when it is made available to Publishing Partners and end users, unless this is not possible for technical reasons (e.g. when we advertise your Content.).
6.5 The licence you have granted WeGoTrip to use and play your Content as described in clause 6.3 above will remain in force for as long as your Content is available through Studio. Any removal by you of your Content will automatically result in the same removal from WeGoTrip's systems and servers and from the Database. WeGoTrip, however, will not be required to remove this Content from all proxy servers or similar technical "cache systems" either. Before the deletion of the Content, it can already be uploaded by a third party (this can be the End User, the Publishing Partner or another third party). Obviously, we cannot guarantee the removal of Content from any services, systems or devices controlled and operated by such third parties, nor can we prohibit such third parties from using the removed Content.
6.6 We respect your intellectual property rights under these Licence Terms and will only work with Affiliates who agree to do the same . However, for technical reasons, we or the Partner may publish your Content without your name or other designation as the creator of the Content, or make any changes to the name of your Content or any minor changes to the Content itself. In such cases, the meaning of the Content itself shall not be changed. You agree to accept such changes and do not object to them. If such changes result in any misrepresentation, distortion or other infringement of your Content that could damage your name or reputation or your dignity, you are, of course, entitled to object.
6.7 If you do not agree with any changes made to your content by any Publication Partner, or if you believe that your intellectual property rights have been or are being infringed by a Publication Partner, you may notify us as soon as possible by sending a notice to support@wegotrip.com. We will then contact the relevant Publishing Partner and mak

7 Personal data
7.1 We process your Personal Data and Account holders, including but not limited to information entered when you create your Account, information provided when you use the WeGoTrip Service and download Content, and information collected about your use of the WeGoTrip Service, such as: browsing history, IP address, information about your browser and operating system, and user interaction with the browser.
7.2 To the extent necessary, you consent in advance to all processing by or on behalf of WeGoTrip of the Personal Data referred to in clause 7.1 for the purpose:
developing and offering the WeGoTrip service, the WeGoTrip app and the WeGoTrip website;
communication with you about WeGoTrip and its products and services;
generation of statistical data (including via Google Analytics and/or other analytics providers);
protecting our information systems.

7.3 To the extent necessary, you agree in advance that we will give any Affiliate access to the Personal Data set out in clause 7.1, other than login details, and all subsequent processing of that Personal Data by or on behalf of that Affiliate, for purposes related thereto:
developing and offering their products;
communicating with you about the Partner and its products;
generation of statistical data (including via Google Analytics and/or other analytics providers);
protecting the Partner's information systems.

7.4 To the extent necessary, you will, in accordance with clauses 7.2 and 7.3, give authorisation on behalf of any persons using the Account. You warrant that you have the requisite authority from such persons to grant such authorisations.
7.5 Content uploaded by you may contain Personal Data of persons other than the Content Provider or persons using the Account. It is possible that their processing (i) by us or on our behalf for the purposes set out in paragraph 7.2, and (ii) by or on behalf of any Publishing Partner for the purposes set out in paragraph 7.3, requires permission from such other persons. If there is a substantial risk that such authorisation will be required, you must obtain such authorisation.
7.6 We will take appropriate technical and organisational measures to protect the personal data referred to in paragraphs 7.1 and 7.5 from accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access.
7.7 Under European data protection law, processing personal data requires a legal basis. This legal basis may be the granting of authorisation as set out in this clause 7, but there are other legal grounds as well. For the avoidance of doubt, the authorisations granted to us and the Publishing Partners pursuant to this section are without prejudice to any other legal basis that we and the Publishing Partners may have for the processing referred to in this section.

8 Money and settlements
8.1 The Content Provider's commission for attracting customers is paid by the WeGoTrip Service for the Content and Services actually purchased.
8.2 It is up to you to determine the price of your Content . In addition, bear in mind that we will always have the right to temporarily offer the Content for free at the end of the day or ask you to soften the price for the Content, for example for promotional purposes.
8.3 When you offer Content to End Users, the fees for such Content actually paid by End Users are divided as follows (all exclusive of VAT):
Partner in case of sale of Content or Services receives between 20% and 30%;
Content Provider, which means you receive 30% of WeGoTrip's income after deducting the Partner's commission;

8.4 In order to receive remuneration from the sale of the Content or Services, you will submit your own remuneration request to WeGoTrip, with payment details to transfer the funds. We will endeavour to make all payments within 5 working days. However, any late payment will not entitle you to suspend your obligations under these Licence Terms, including the licence provided in clause 6, nor will it entitle you to interest on such late payment.
8.5 If WeGoTrip owes you less than 1,000 roubles we have the right, at our discretion, to defer payment until your income is equal to or greater than 1,000 roubles, or until the end of the current financial year.
8.6 If the End User requests a refund from WeGoTrip for the defective Content or Service, WeGoTrip shall, at its sole discretion, decide on the refund. If the complaints of the End User are justified, no remuneration shall be paid to the Content Provider for the defective Service or the Content provided. In the event that remuneration has been paid, the Content Provider shall be obliged to return the proceeds paid by the Content Provider for the sale of the defective Content or Services, including the commission of the WeGoTrip Affiliate who was involved in the sale of the Content or Services.
8.7 WeGoTrip shall provide the Content Provider with statistical reports and information about the revenue received by WeGoTrip from payments made by the End Users of the Content in real time in the Personal Area of the Service Provider on the Service.
8.8 If you owe us money for any reason, we may set off any such payment obligation against any of our own payment obligations to you.
8.9 Any shortfall or loss of commission on your Content due to conversion of payments into another currency and/or currency fluctuations will be at your risk and expense.
8.10 Payments from your income must be claimed within 24 months of the sale of the Content or Services. Payments not claimed within 24 months will become void.
8.11 Please note that you can act as a Partner and promote your Content yourself. In this case, you will receive an additional Partner's commission for selling any Content or Services in the WeGoTrip service in accordance with the terms and conditions of the Partner Agreement.

9 Guarantees and redress
9.1 You warrant that:
you have full legal power and authority to make the Content available through the WeGoTrip Service and to grant a licence as set out in article 6.3;
your use of the WeGoTrip service complies with all laws and regulations of the jurisdiction in which you create the Content or Services;
you are the sole owner of the (Intellectual Property Rights to) Content and/or that you have obtained valid licences from third parties to provide the Content through the WeGoTrip Service and to grant the licence as set out in Article 6.3;
The content is correct, not misleading, and does not encumber or restrict the rights of third parties, including intellectual property rights;
The Content does not infringe the rights of third parties, including intellectual property rights, and the use of the Content is not otherwise unlawful towards third parties;
you will not enter into or enter into any agreement with any third party which may result in a breach or default under these licence conditions.

9.2 You agree to indemnify, defend and hold harmless WeGoTrip, its successors, affiliates, agents, directors, officers, employees and shareholders against any claims, actions, litigation, damages, liabilities, losses, costs and expenses, including reasonable attorneys' fees and other legal fees, arising out of (i) any breach by you of these Terms of License or any other agreement between you and us, (ii) any third party claims of (alleged) infringement by you of the Intellectual Property Rights WeGoTrip will provide you with written notice of any such claims, suits, proceedings, damages, liabilities, losses, costs and/or expenses. You must co-operate as fully as necessary to defend any claim. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter subject to indemnification by you.

10 Responsibility
10.1 Your use of the WeGoTrip Service is at your own risk, which means that WeGoTrip, to the extent permitted by mandatory law, cannot be held liable for any damage which you incur as a result of using the WeGoTrip Service.
10.2 If we have made a mistake or done something illegal and WeGoTrip is nevertheless liable to you, liability will at all times be limited to direct damages and to an absolute maximum of €1000 per event (a sequence of events will be regarded as one event).
10.3 Direct damage shall be understood to refer exclusively to direct damage:
damage to property;
reasonable costs incurred to prevent or limit direct damage that could reasonably be expected to result from the event on which liability is based;
reasonable costs incurred to determine direct damages and liability.

10.4 Any liability of WeGoTrip for damage other than direct damage ("consequential damage") including - but not limited to - indirect damage, loss of and/or damage to data, loss of profit, loss of reputation, loss of sales is excluded.
10.5 The limitations and exclusions of liability referred to in the foregoing paragraphs of this clause shall not apply if and insofar as the damage is the result of wilful or intentional negligence on the part of WeGoTrip.
11.6 The existence of any right to compensation shall always be subject to the Content Provider informing us in writing as soon as possible after it becomes aware of the damage. Any claim for damages against WeGoTrip shall lapse only after twelve months have elapsed from the date on which the first damage occurred.
11 Force majeure
11.1 Neither party to these Licence Terms shall be liable for the performance of any obligations if they have been breached as a result of force majeure.
11.2 Force majeure means in particular: illness of employees and/or unavailability of key employees required by us, power failures, strikes, riots, government measures, fires, natural disasters, floods, failure of our suppliers, deficiencies of third parties who have been employed by us, internet connection failures, equipment failures and (telecommunications) network failures.

12 Commitment rights
12.1 WeGoTrip reserves the right to monitor the Content and to take appropriate action, including removing the Content from our platform, if we are notified or otherwise determine that the Content infringes the rights of third parties or is illegal. In such event, we will not be liable to the Content Provider who created the Content. For more information, please see our notice and takedown procedure, which sets out the process we administer in response to court orders or allegations that Content is illegal, or to complaints regarding certain Content.
12 Term and conditions for termination
12.1 The agreement between you and WeGoTrip shall take effect from the moment you create an Account and accept these Licence Terms and shall remain in force until terminated in accordance with this section.
12.2 Each party may decide to terminate the agreement:
if the other party breaches any material provision of the Licence Terms which is not fully remedied within thirty (30) days of receipt of written notice from the non-breaching party;
if the other party makes a general assignment for the benefit of its creditors, files a voluntary bankruptcy petition, suffers or authorises the appointment of a receiver for its business or assets or becomes subject to any proceedings under any domestic or foreign bankruptcy or insolvency law which are not revoked within sixty (60) days from the date of the petition;
without giving a reason at any time at least thirty (30) days' notice in writing.

12.3 We have the right to immediately terminate the agreement and remove the Content and/or block the Account of the content provider if (i) this is in accordance with our notification and the procedure for terminating the Licence Terms, (ii) WeGoTrip and/or the Partner receives notice or becomes aware that the Content infringes or infringes the rights (Intellectual Property) of a third party, and/or (iii) Article 5.5 applies.
12.4 In the event of termination for any reason:
you immediately cease and desist from further use of the WeGoTrip service;
The content must be completely deleted at the end of the validity period;
point 5.5 continues to apply.

13 Miscellaneous
13.1 WeGoTrip may transfer the rights and obligations arising from these Licence Terms to third parties and will notify you of this. If you do not consent to such a transfer, you must terminate your use of the WeGoTrip service and close your Account.
13.2 The licence conditions and use of the WeGoTrip service shall be governed by the laws of the Republic of Estonia and the European Union.
13.3 Insofar as national or international law does not impose mandatory conditions to the contrary, any and all disputes arising from or in connection with the WeGoTrip Service or the Licence Conditions shall be brought before the competent court in the Republic of Estonia.