Manta Portal Terms & Conditions

Agreement with these Terms	This document outlines the terms and conditions under which Manta Software Inc., a Delaware corporation with its registered office at One Liberty Plaza, 165 Broadway, New York City, NY 10006, the United States of America (“MANTA US”), and Manta Tools, s.r.o., a company with its registered office at Tychonova 270/2, Hradčany, 160 00 Prague 6, the Czech Republic, identification number 256 50 203, registered in the Czech Commercial Register maintained by the Municipal Court in Prague, file no. C 58081 (“MANTA CZ”) (MANTA CZ and MANTA US together as“Licensor”), provide access to the restricted area of their website referred to as MANTA Portal (“MANTA Portal”) to its users (“Users” or “you”). By accessing MANTA Portal, you agree to the terms and conditions set out below (“Terms”).
Definitions	“Authorized User” means the natural person appointed by the Authorized Representative and/or Licensor to use MANTA Portal; “Authorized Representative” means the natural person representing the End Customer or PoC Customer as specified under the License Agreement or otherwise appointed in line with these Terms. Every End Customer and PoC Customer can have one or more Authorized Representatives; “Business Entity” means End Customer, PoC Customer, Partner or other legal entity or sole entrepreneur having access to MANTA Portal through a User; “Credentials” means username or email address, and password used by the Users to log-in into MANTA Portal; “End Customer” means a customer of the Licensor (or Partner, as applicable) having a license right to use the Software under the License Agreement; “Extraordinary Situation” means a situation where the use of MANTA Portal by the User (i) poses a security or other risk, (ii) infringes or otherwise violates rights or interests of a third party, (iii) entails illegal or otherwise prohibited content or activities, (iv) is contrary to the public order, (v) otherwise exposes the Licensor to a potential liability or (vi) is precluded as a result of regular maintenance of MANTA Portal or unexpected technical issue with MANTA Portal’s functionalities; “Helpdesk” means services consisting of providing information and support in connection with the Software to the Users by Licensor; “Knowledge Base” means a collection of information available to the Users and containing in particular, without limitation, product documentation, troubleshooting instructions, demonstrations, answers to frequently asked questions and similar tips concerning the Software and its use; “License Agreement” means the End User License Agreement or other license agreement entered into between the End Customer or PoC Customer, on one hand, and Licensor or Partner, on the other hand, governing the use of the Software by the End Customer or PoC Customer, as applicable; “License Key” means the unique license key necessary for the successful running of the Software generated by the Licensor for the End Customer or PoC Customer; “MANTA’s Website T&C” means MANTA’s Website Terms & Conditions available at https://getmanta.com/terms/; “Non-Disclosure Agreement” means the written non-disclosure or similar agreement entered into between the Licensor, on the one hand, and the Business Entity, which the User represents, on the other hand; “Partner” means the authorized distributor or reseller of the Software under the relevant Partner Agreement; “Partner Agreement” means the agreement between the Licensor and Partner governing the sale or distribution of the Software by the Partner to End Customers and PoC Customers; “Partner’s Intermediary” means the natural person representing the Partner as specified under the Partner Agreement or otherwise appointed in line with these Terms. Every Partner can have one or more Partner’s Intermediaries; “PoC Customer” means a customer of the Licensor (or Partner, as applicable) having a trial (evaluation; PoC) license right to use the Software under the License Agreement; “Software” means any software developed, provided and/or distributed by the Licensor, including all related materials, any alterations, modifications, additions, enhancements, extensions, configurations, translations, updates, upgrades and derivative works thereof; “Trainings” means services consisting of developing skills and knowledge concerning the Software, provided to the Users by the Licensor; “Unauthorized Use” means any use of License Key and/or Software by any unauthorized person or access to MANTA Portal by any unauthorized person; “User” means any natural person accessing MANTA Portal; and “User Content” means any and all information, including data, text, video, images, graphics and any and all other material that a User transmits to, or supplies to the Licensor via MANTA Portal.
Access	The Licensor provides access to MANTA Portal to: i. End Customers which access MANTA Portal through: (A) Authorized Representatives appointed (a) under the License Agreement, (b) by a Partner’s Intermediary, (c) by another Authorized Representative of the relevant End Customer, and/or (d) by the Licensor, and (B) Authorized Users appointed by the Authorized Representatives of the End Customer or the Licensor; ii. PoC Customers which access MANTA Portal through: (A) Authorized Representatives appointed (a) under the License Agreement, (b) by a Partner’s Intermediary, (c) by another Authorized Representative of the relevant PoC Customer, and/or (d) by the Licensor, and (B) Authorized Users appointed by the Authorized Representatives of the PoC Customer or the Licensor; iii. Partners which, subject to the Partner Agreement, may access MANTA Portal (a) for the purposes of their own end-using, and/or (b) as an intermediary for the use of the Software by the End Customers or PoC Customers. To the extent Partners access MANTA Portal for their own end-using, the provisions of these Terms applicable to the End Customers apply to the Partners respectively. When acting as intermediaries, the Partners access MANTA Portal through Partner’s Intermediaries appointed (a) under the Partner Agreement, (b) by another Partner’s Intermediary of the relevant Partner, and/or (c) by the Licensor; and iv. other Business Entities which access MANTA Portal for other restricted purposes through Authorized Users approved by the Licensor. No other Users shall be entitled to use MANTA Portal. The Licensor reserves the right to require any User to use two-factor authentication to log-in into MANTA Portal.
Use Rights	Subject to the restrictions under these Terms, the Authorized Representatives and Authorized Users may have the following use rights: i. right to download the installation package of the Software; ii. right to receive email notifications from MANTA Portal, including email notifications about a new License Key in MANTA Portal; iii. right to download a License Key; iv. right to access the Helpdesk; v. right to access the Trainings; and vi. right to access the Knowledge Base; (together as the “Use Rights”). Authorized Representatives have all the Use Rights, unless removed or restricted by the Licensor. Authorized Users have such Use Rights as assigned to them by the relevant Authorized Representative(s) and/or the Licensor, unless removed or restricted by the relevant Authorized Representative(s) and/or the Licensor.
Authorized Representative’s Administration Rights	Subject to the restrictions under these Terms, the Authorized Representatives have the following administration rights: i. right to appoint an Authorized User and/or assign any of the Use Rights to the Authorized User; ii. right to revoke an Authorized User and/or revoke any of the Authorized User’s Use Rights; iii. right to appoint another Authorized Representative; and iv. right to cancel his/her position of an Authorized Representative; ( together as the “Administration Rights”). Authorized Representatives have all the Administration Rights, unless removed or restricted by the Licensor.
Partner’s Intermediary’s Rights	Subject to the restrictions under these Terms, the Partner’s Intermediaries have the following rights: i. right to appoint and/or revoke an Authorized Representative with respect to individual End Customers and PoC Customers administered by the Partner; ii. right to appoint another Partner’s Intermediary; and iii. right to cancel his/her position of a Partner’s Intermediary; (together as the “Partner’s Intermediary’s Rights”). Partner’s Intermediaries have all Partner’s Intermediary’s Rights, unless removed or restricted by the Licensor.
Restrictions and Limitations	The relevant Business Entity having access to MANTA Portal: i. represents that it has employment, service or other contractual relationship with all the Users that access MANTA Portal on its behalf; ii. will notify the Licensor in writing when any of its Users ceases to have an employment, service or other contractual relationship with the relevant Business Entity resulting in his/her inability to represent the Business Entity in MANTA Portal; and iii. accepts full responsibility for any acts and omissions of the Users that access MANTA Portal on its behalf. The Administration Rights and Partner’s Intermediary Rights are subject to the following restrictions and limitations: i. Authorized Representatives or Partner’s Intermediaries can only appoint Authorized Representatives, Authorized Users and/or Partner’s Intermediaries who use an email address with the same domain name as the appointing Authorized Representative or Partner’s Intermediary; otherwise the appointment is subject to the approval of the Licensor; and ii. All such rights are subject to restrictions including, without limitation, the restriction on the maximum number of Authorized Representatives, Authorized Users and/or Partner’s Intermediaries as determined by the Licensor or as agreed under the License Agreement or Partner Agreement.
Prohibited User Content	The User may not post User Content on MANTA Portal that: i. is patently offensive and/or promotes racism, bigotry, hatred or physical harm of any kind against any group or individual; ii. advocates harassment of or harasses another person; iii. exploits people in a sexual or violent manner; iv. contains nudity, violence, or offensive subject matter; v. promotes information that an User or any other person from the Business Entity’s organization knows or any average person would know is false or misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous; vi. violates any intellectual property or other proprietary right of any party; vii. involves the transmission of “junk mail,” “chain letters,” or unsolicited mass mailing, instant messaging, or “spamming”; viii. furthers or promotes any criminal activity or enterprise or provides instructional information about illegal activities including, but not limited to, making or buying illegal weapons, violating someone’s privacy, or providing or creating computer viruses; ix. and/or contains a virus or other harmful component.
Confidential Information	Any information, documents and data provided by the Licensor to the Business Entity and/or User (including, without limitation, the Software), or any information and documents accessed by the Business Entity and/or User in MANTA Portal (“Confidential Information”) shall remain confidential. The Business Entity and User will hold in complete confidence and not disclose, publish, permit access to, or reveal the Confidential Information except to the extent permitted under the Non-Disclosure Agreement, if applicable. The Business Entity and User will use Confidential Information only for the purpose, for which it was disclosed. Except to the extent permitted under the Non-Disclosure Agreement, the Business Entity and User shall not: i. use or apply any of the Confidential Information to, or for its benefit or benefit of any third party; ii. use or incorporate any of the Confidential Information in any products or services; or iii. assist, act as an agent for, or act as an advisor or consultant to any person or entity for the purpose of developing, marketing or selling any product or service that uses or utilizes any of the Confidential Information. The Licensor shall remain the exclusive owner of the Confidential Information. The Licensor grants no title to or interest in any Confidential Information to any Business Entity or User. No Business Entity or User may alter or remove any identification, copyright or proprietary rights notice, which indicates the ownership of any part of the Confidential Information. The Business Entity will maintain, and require all its officers, employees, consultants, representatives or other third-party experts or advisors to maintain, effective information security measures to protect the Confidential Information from unauthorized disclosure or use. The restrictions concerning the Confidential Information under these Terms shall apply for so long as the Confidential Information remains confidential. All Confidential Information, together with any copies thereof, will be promptly returned or destroyed or deleted after the purpose for which they were provided is accomplished or upon the request of the Licensor. In case of any discrepancies between the confidentiality provisions under these Terms and the Non-Disclosure Agreement, the Non-Disclosure Agreement shall prevail.
Licensor’s Rights	The Licensor is entitled at its sole discretion: i. to restrict or remove access of a User to MANTA Portal or its part; ii. to appoint or revoke persons from the positions of Authorized Representative, Partner’s Intermediary and/or Authorized User; iii. to deactivate the Credentials of the Authorized Representative, Partner’s Intermediary, Authorized User or any other User; iv. to use and/or disclose any User Content, unless restricted under the applicable laws and/or the applicable Non-Disclosure Agreement; and/or v. to remove any User Content; in particular, but not limited to, when: i. Extraordinary Situation occurs; ii. Unauthorized Use occurs; and/or iii. the Licensor is required to do so under any applicable laws or under an order issued by any governmental or regulatory authority or court.
Application of MANTA’s Website T&C	MANTA’s Website T&C, in particular (without limitation), their sections (i) License to use the website, (ii) Acceptable use, (iii) Restricted access, (iv) User content, (v) No warranties, (vi) Limitations of liability, (vii) Other parties, (viii) Indemnity, (ix) Breaches of these terms and conditions, (x) Assignment, (xi) Severability, and (xii) Entire agreement shall apply in full to the access and use of MANTA Portal by the User and the Business Entity. In case of discrepancies between these Terms and MANTA’s Website T&C, these Terms shall prevail.
Application of the License Agreement and the Partner Agreement	In case of any discrepancies between these Terms and the License Agreement or Partner Agreement (as applicable), the License Agreement or Partner Agreement (as applicable) shall prevail. In particular, by the operation of these Terms (without limitation): i. the Licensor does not grant any license to the Software to any person; ii. the Licensor does not provide any representations and warranties with respect to the Software and/or other Confidential Information; and iii. the liability of the Licensor does not extend beyond its liability under the License Agreement or Partner Agreement (as applicable) and MANTA’s Website T&C.
The Licensor’s systems and networks	The Licensor may at its sole discretion monitor the User’s access and usage of systems and networks operated or used by the Licensor in the provision of the services under MANTA Portal.
Feedback	Any and all feedback, including without limitation, any flaws, error, bugs, anomalies, problems with and/or suggestions relating to the Software, provided to the Licensor by the User, is hereby unconditionally and irrevocably assigned to the Licensor, including any and all worldwide intellectual property rights relating thereto at no additional charge.
Assignment	The Licensor may transfer, sub-contract or otherwise deal with the Licensor’s rights and/or obligations under these Terms. No User and/or Business Entity can transfer, sub-contract or otherwise deal with their rights and/or obligations under these Terms.
Severability	If a provision of these Terms is found to be unenforceable under applicable law or determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue to be in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue to be in effect.
Governing law	These Terms will be governed by and construed in accordance with the laws of the Czech Republic, and any disputes relating to these Terms will be subject to the exclusive jurisdiction of the courts of the Czech Republic.
Changes to these Terms	The Licensor may revise these Terms from time-to-time. The revised Terms will apply to the use of MANTA Portal from the date of the revised Terms publication in MANTA Portal.
Final Confirmation	The person agreeing to these Terms (i) represents that he/she is acting on behalf of the relevant Business Entity, in each case for the purposes of agreeing to these Terms and participating in MANTA Portal, and (ii) agrees that where the meaning and purpose of the relevant provision of these Terms allows so, such provision of these Terms shall apply to such person himself/herself.