General Terms and Conditions

I. SCOPE OF THE AGREEMENT

1. 1. The GalleryTool ec. (hereinafter referred to as "GalleryTool) in order to achieve the objectives set out in the Statute of the GalleryTool, and by fulfilling its role, has developed the software named “GalleryTool System” (hereinafter referred to as “GalleryTool System”), the usage of which shall be granted to the sponsors of the GalleryTool.
2. 2. The conditions of usage of the Visual and Literary ART Club Cultural GalleryTools GalleryTool System are contained within the present General Terms and Conditions (hereinafter referred to as "GTC").

Based on the present contractual document, the GalleryTool shall provide the use of the GalleryTool System to the User (hereinafter referred to as “User”), who shall be obliged to comply with its provisions.

The technical information which is necessary for the usage of the GalleryTool System and is not contained within the present GTC, shall be available on the gallerytool.com website.

II. ESTABLISHMENT OF THE AGREEMENT

1. 3. The User may enlist the services of the GalleryTool System by filling out the online order form on gallerytool.com, and by sending it through clicking on the “Sign up” button to the GalleryTool. By clicking on the “Sign up” button, the Agreement of Usage shall be established. During the fill-out of the online order form the User shall provide the required user data, the selected Service Bundle, the duration of the Subscription Agreement, the intervals of payment, and the e-mail address through which the GalleryTool shall receive the User’s notifications regarding GalleryTool System usage.
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   The language of the Agreement of Usage shall be English. The Agreement of Usage shall not be considered a written agreement, the A GalleryTool shall not register it, therefore it shall later not be accessible, nor consultable. Before the Agreement of Usage is established, the User shall have the possibility of correcting the errors that may arise during the entering of user data (“modifying the order form”) on the online interface of gallerytool.com. For example, the clerical errors that arise during the fill-out of the online order form shall be considered data entry errors.
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   Subsequent to the registration process the GalleryTool shall grant usage on the trial version of the GalleryTool System for 7 (seven) calendar days free of charge. In case within 7 (seven) calendar days no subsidy is transferred in the amount corresponding to any of the current service packages appearing on the GalleryTool.com website, the User and his or her data shall be deleted.
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2. 4. The GalleryTool System and all written or electronic documentation, file or any component related to it are subject to protection by the relevant legal provisions and conventions regarding intellectual property. The User shall only be entitled to the right of usage, and not to proprietary rights, pertaining to the provisions of Article VI of the GTC.
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III. DURATION OF THE AGREEMENT

1. 5. The Agreement of Usage shall enter into force for the fixed-term duration specified on the order form. Once expired, the Agreement of Usage shall be automatically extended for the same fixed-term duration as specified on the order form, without any further declarations, as long as either of the contracting parties does not terminate the Agreement of Usage before the occurrence of the effective date, and the subsidy due for the subsequent term is wire-transferred to the bank account of the GalleryTool, or an online subscription is started.
2. 6. The non-occurrence of a notice of termination shall be regarded explicitly by the contracting parties as a legal statement intending to uphold the Agreement of Usage.

IV. CONTENTS OF THE AGREEMENT

1. 7. The primary condition for the usage of the GalleryTool System is the preliminary payment of the subsidy as described within Article V of the GTC. The sum of the subsidy shall be considered as contribution to the coverage of the costs that may ensue during the maintenance and development of the GalleryTool System. The GalleryTool shall grant the usage of the GalleryTool System to the User within 5 (five) working days by sending the necessary system identification data to the User, but only after the completion of the registration process and the bank transfer of the subsidy occurs (i.e. the day of credit entry on the GalleryTool's bank account).
2. 8. The system identification data for the usage of the GalleryTool System shall be provided by the GalleryTool to the User. In each case, the system identification data is exclusively assigned to one particular User only.
   
3. 9. In regard to the GalleryTool System, the GalleryTool shall provide the User with assistance, rights of usage, and access.
   Based on the Agreement, the User shall be entitled to the usage of the GalleryTool System, including the right to disclose/publicize the database created through the software.
   
4. 10. By the termination of the Agreement of Usage due to any reason – including the expiration of the fixed-term stipulated on the order form – the GalleryTool shall simultaneously terminate the right of service usage, as well.
5. 11. The GalleryTool System is an online software. The access to the GalleryTool System shall be provided by the GalleryTool through the Internet, and the User shall have the possibility of choosing the time and place of usage individually. The GalleryTool System shall be available on every calendar day of the year, from 00:00 to 24:00 hours, and the GalleryTool shall guarantee the availability of the service at a rate of 98% (ninety-nine percent) yearly.
6. 12. The provision of the Client equipment necessary for the usage of the GalleryTool System shall be the User’s obligation, and its costs shall be borne by the User. The software shall be provided by the GalleryTool on a Cloud platform.
7. 13. The right of usage of the GalleryTool System for the stipulated fixed term shall be granted by the GalleryToolsolely if the subsidy described within Article V of the GTC is paid in advance.
8. 14. The GalleryTool shall have the right of performing maintenance work on the GalleryTool System, if deemed necessary. During the performance of the maintenance activities, the access to the GalleryTool System shall be suspended. The GalleryTool shall inform the User through the e-mail address provided on the order form about the planned maintenance activities at least 3 (three) working days in advance. In case of unplanned maintenance activities, or planned maintenance activities that have a duration of 15 minutes or less, the GalleryTool shall not have the obligation of disclosure.
9. 15. The User shall acknowledge that the GalleryToolshall perform its obligation of disclosure through the electronic contact method (e-mail address) specified on the order form. The User shall be constantly reachable through the e-mail address specified on the order form. For the damages resulting from the User’s failure to meet this obligation, the GalleryTool shall not be held responsible in any way.
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V. SUBSIDY

1. 16. The User shall pay a subsidy for the usage of the GalleryTool System, a sum that is meant to cover the costs that may ensue during the operation and development of the system.  This subsidy shall be paid in advance as a one-time charge through bank transfer or online payment.
2. 17. The amount of the subsidy shall be a fixed sum calculated for the given service period. Value Added Tax is not included into the amount of the subsidy appearing on the order form.
3. 18. The GalleryTool shall be entitled to unilaterally modify the sum of the subsidy once a year, and the amount of the modification shall not exceed 20% (twenty percent) of the previous year’s subsidy.
4. 19. The subsidy shall be paid in advance as a one-time charge.
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VI. RIGHTS OF USAGE

1. 20. The User may utilize the GalleryTool System for his or her purposes only.
2. 21. The GalleryTool System shall not be made available, neither as possession nor as application etc., to third parties under any legal title, neither free of charge nor by contract for value. This restraint shall not be applicable to the usage of the database created by the User through the utilization of the GalleryTool System (e.g. online product catalogue, webshop)
   
3. 22. The GalleryTool System software is the intellectual property of the As GalleryTool. For his or her individual purposes, the User may generate a safety copy of the database created through the usage of the software.
   
4. 23. The conversion, the decryption, and the analysis of the internal structure of the software are strictly forbidden. The modification by circumvention of the software through external devices or the structural analysis of the data pool used by the software are also strictly forbidden.
   
5. 24. All legal titles regarding the software and all of its versions shall be held by the GalleryTool. All rights that have not been assigned explicitly by the present Agreement shall be reserved by the GalleryTool.
   
6. 25. The GalleryTool shall provide the User with the non-exclusive usage right of the GalleryTool System software’s basic program only, thus the GalleryTool System shall be utilized exclusively by the User for lawful purposes only, in accordance with the provisions stipulated by the Agreement of Usage.
   
7. 26. Beyond the contractually stipulated usage, the following activities shall be forbidden: 
   - distribution of the software, 
   - utilization of relevant or even irrelevant parts of the GalleryTool System with the purpose of conducting identical or similar activities,
   - utilization of relevant or even irrelevant parts of the GalleryTool System with the purpose of creating software similar to the GalleryTool,
   - adaptation, processing, translation, modification, performance of structural analysis exceeding legally stipulated usage level, source code creation of the software, 
   - usage that infringes or endangers the intellectual property rights, rights, and legitimate interests of the GalleryTool
   
8. 27. The GalleryTool System may be lawfully utilized by the User only, his or her rights shall not be assignable. In regard of the usage of the GalleryTool System, all persons employed by the User, or being in any other employment-related legal relation with the User, shall be considered Users and not third parties.
   
9. 28. The GalleryTool shall be entitled to restrict or suspend the usage of the GalleryTool System, in case of noticing that the usage of the GalleryTool System’s services occurs through unlawful methods by breaching, evading or misusing the rules stipulated within the Agreement of Usage or within the applicable law.
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VII. CONFIDENTIALITY

1. 29. The contracting parties are fully aware of the nature and importance of certain types of confidentiality, as well as the relevant legal provisions, and the special requirements resulting from the present legal relation. In this regard, the contracting parties shall assume the maintenance of the secrecy of all confidential information, by not misusing any part of it, by not disclosing it to third parties, and by taking every necessary measure for the protection of the aforementioned types of confidentiality. The contracting parties shall be obliged to make proper use of their rights and obligations originating from the present Agreement.
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VIII. DATA PROTECTION

1. 30. By accepting the GTC, and by virtue of the adequate information, the User shall voluntarily acknowledge that the GalleryTool shall be entitled to manage the personal data given by the User or related to the User, in accordance with the legal provisions. The GalleryTool shall manage with strict confidentiality all data related to the User or recorded by the User within the GalleryTool System, and with the exception of legally prescribed or state authority-ordered data reporting, this information shall not be transmitted to third parties.Throughout the management of and in the interest of protecting personal data, the GalleryTool shall proceed as data controller according to the following Acts of the Hungarian legislation:
   - Act CXII of 2011 on information self-determination and freedom of information
   - Act VI of 1998 regarding the Promulgation of the Convention for the Protection of Individuals with Regard to Automatic Processing of Personal Data, as adopted in Strasbourg on the 28th of January, 1981.
   - Act CVIII of 2001 on certain issues of electronic commerce activities and information society services
   - all other current Hungarian laws regarding data management.
2. 31. The GalleryTool System shall store all the data of the User in a central database. If the database file is damaged, all data recorded by the User within the GalleryTool System may be lost. The GalleryTool has explicitly called the User’s attention to the above-mentioned situation, and has suggested that the User create a safety copy on a daily basis. The data stored within the GalleryTool System may also be saved by the GalleryTool.
3. 32. The software shall store the database on the server-side in coded form, and on the client-side after login in uncoded form. The adequate protection of the external data carrier and of the server machine shall be assured by the User.
4. 33. The GalleryTool shall take every measure necessary in order to solve all known issues. Therefore, considering that the damages resulting from or related to data loss can be prevented by regularly created safety copies, in case data loss occurs due to an unknown (or shortly known) software error or any other reason, the GalleryTool shall not be held liable for any errors, loss of or recoverability of data.
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IX. TERMINATION OF THE AGREEMENT

1. 34. The Agreement of Usage shall enter into force for a fixed term. The Agreement of Usage shall be terminated after the expiration of the fixed term, in case the User does not pay the subsidy in advance for the subsequent term prior to the expiration of the previous one.
2. 35. Subsequent to the termination of the Agreement of Usage, the User shall not be entitled to utilize the Program further on.
3. 36. In case the User does not intend to extend the validity of the fixed-term Agreement before its expiration by rendering the payment of the subsidy for the subsequent term, then he or she shall be responsible for the exporting (saving) of the data uploaded by him or her into the System, on his or her expenses, before the date of expiration. Subsequent to the expiration of the Agreement, the software shall become unusable without the proper identification.
4. 37. In case the User does not comply with the provisions of Paragraph 33, and he or she asserts a claim on the data stored within the software, he or she may request a temporary system identification from the GalleryTool, through which he or she shall be entitled to use the GalleryTool System for 48 (forty-eight) hours.
5. 38. The GalleryTool shall preserve the data stored within the GalleryTool System for 1 (one) calendar month after the termination of the Agreement, subsequent to which the data shall be deleted.
6. 39. The GalleryTool shall not be liable for the recoverability of deleted data.
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X. LIABILITY

1. 40. The User shall be liable for the operations performed with his or her system identification, and for the safeguarding of this system identification’s password. In this regard, the GalleryTool shall be exempt from any liability.
2. 41. The GalleryTool shall have the obligation of assuring the proper functioning of the GalleryTool System throughout the validity of the Agreement. The GalleryTool shall not be burdened with this obligation in case the errors of the software occur due to force majeure, accident or abnormal use.
3. 42. The contracting parties shall acknowledge that the Internet is not safe and no attack can be anticipated. The GalleryTool shall take every measure necessary in order to close the possible security gaps, yet in this regard it shall not bear any liability.
4. 43. The GalleryTool shall not be liable for any damages resulting from the use of the software, with special regard to business activity interruption, loss of business profit, loss of data, and loss of information.
5. 44. The GalleryTool shall guarantee the legitimacy of the service utilized by the User. Third parties shall not be entitled to any rights that might restrict, hinder or exclude the User’s acquisition of rights in accordance with the Agreement of Usage.
6. 45. In case the User violates any rule regarding the usage of the GalleryTool System, and thereby the GalleryTool is prejudiced, the User shall have the obligation of repairing the damages completely.
7. 46. If in accordance with Paragraph 27 the service is lawfully utilized by designated third parties apart from the User, the liability for the conduct of the third parties shall be borne by the User as if it were his or her own, due to the fact that the GalleryTool has no direct legal relation with third parties. In case the User was not legally entitled to render access to third parties regarding the usage of the GalleryTool System, the User shall also be liable for the damages that may not have occurred otherwise.
8. 47. The User shall acknowledge that the breach of the rules regarding the usage of the GalleryTool System’s services may result in civil and criminal charges.
9. 48. The GalleryTool shall not be held liable for the damages sustained by the User due to rendering erroneous or incomplete data, and may furthermore assert claims against the User regarding the reparation of the resulted damages. The User shall have the obligation of informing the GalleryTool immediately in writing in case changes within the User’s data occur. The GalleryTool shall not be held liable for the damages sustained by the User due to non-compliance with the above-mentioned obligation, and may furthermore assert claims against the User regarding the reparation of the resulted damages.

XI. MISCELLANEOUS AND FINAL PROVISIONS

1. 49. The contracting parties declare that any infringement of the GalleryTool’s intellectual property rights shall be regarded as material breach of the Agreement, due to which the GalleryTool shall be entitled to immediately terminate the Agreement.
2. 50. The contracting parties declare that all communication regarding the present Agreement shall be performed in writing. The User shall acknowledge that all declarations sent by the GalleryTool to the e-mail address given on the order form, shall be considered as communicated after 5 (five) working days from the day of sending.
3. 51. The contracting parties shall acknowledge that throughout the duration of the present Agreement, errors regarding the scope of the Agreement might occur. The contracting parties shall cooperatively take every measure necessary in order to remedy the consequences of these errors, and to prevent their reoccurrence.
4. 52. By signing the present Agreement, the User shall consent to the GalleryToolbeing entitled to show the name of the User and the existence of the present legal relation unrestrictedly on the GalleryTool’s website and publications, for exclusively referential and informational purposes.
5. 53. The contracting parties shall have the obligation of settling all disputes arising from the present Agreement or in connection therewith, through peaceful means, primarily by personal consultation and reconciliation. For the solution of the possible legal disputes, with regard to their respective value, the contracting parties shall appoint the exclusive competence of the Debrecen District Court, as well as the Debrecen Regional Court (Hungary). This agreement is governed by the laws of Hungary.
6. 54. The GalleryTool may unilaterally modify the Agreement of Usage. The GalleryTool shall inform the User regarding the modifications through a notice posted on the GalleryTool’s gallerytool.com website by at least 30 (thirty) calendar days before the effective date. In case the modification does not prejudice the rights of the User, nor does it encumber his or her obligations furthermore, the GalleryTool shall not have the obligation of complying with the 30 (thirty) calendar day notification period.

In case the modification prejudices the rights of the User, as well as it renders his or her obligations to be encumbered furthermore, and the User does not intend to accept the modification, then the User shall be entitled to terminate the Agreement of Usage without any legal consequences within 15 (fifteen) calendar days from the delivery of the notice, for the day prior to the effective date of the modification. The notice shall be considered as delivered after 5 (five) calendar days from the moment of disclosure. In case the notice of termination does not occur within the above-mentioned time period, then this shall be considered a legal disclaimer accepting the unilateral modification of the Subscription Agreement. In case the modification does not prejudice the rights of the User, nor does it encumber his or her obligations furthermore, then the User shall not be entitled to initiate the termination.