Terms of Services
Last Updated: 6 May 2021
PLEASE REVIEW THESE TERMS OF SERVICE CAREFULLY. ONCE ACCEPTED, THESE TERMS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND ODYSSEY. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS, YOU SHOULD NOT ACCEPT THESE TERMS AND YOU SHOULD NOT USE THE SERVICES (AS DEFINED BELOW).
Odyssey B.V. (“Odyssey,” “we”, “us”, “our”) offers services for online collaboration (the “Services”). These Services include the Momentum online mass collaboration platform (the “Momentum Platform” or “Platform”) and the website www.odyssey.org (the “Website”). If you have any questions about these Terms of Services (the “Terms”) or about our Services, please contact us through our Discord server.
1. THE MOMENTUM PLATFORM
1.1. To use the Momentum Platform, you must be, and represent and warrant that you are, at least 13 years of age and competent to agree to these Terms. If we have previously prohibited you from accessing or using the Platform, you are not permitted to access or use the Platform.
1.2. You accept and acknowledge that the Momentum Platform is in an Alpha-release state (the first phase of software development). This means that Users have no guarantee of continuous availability or performance of the Momentum platform and no rights regarding availability or performance of the Momentum platform are provided under this agreement. You accept and acknowledge that the Momentum Platform may be inoperable, incomplete or include features that Odyssey may not maintain in any following release. Notwithstanding anything else in these Terms, Odyssey provides no warranties or indemnities and accepts no liability in relation to the use of the Momentum Platform except as expressly provided in these Terms.
2.1. “User” means an individual person that has an active user profile in the Momentum Platform. A User can use all Momentum features except for Program, Challenge and/or Project admin features and functionalities.
2.2. “User Data” means any and all data, materials or content that a User creates within or submits to the Momentum Platform or Website, other than Customer Data.
2.3. “Customer” means an entity or person that has entered into a separate agreement with Odyssey that governs delivery, access and use of (paid) subscription features of the Momentum Platform (“Customer Agreement”).
2.4. “Customer Data” means any and all data, materials or content that a Customer (including all Users invited by or authorised by Customer) creates within or submits to the Program Space and/or Challenge Spaces and/or Project Spaces of Customer.
2.5. “Admin” means a User that has been granted admin rights under a Customer Agreement which allows the use of Program, Challenge and/or Project admin features and functionalities.
2.6. “Program Account” means the (paid) subscription features and functionalities of the Momentum Platform granted to a Customer under a Customer Agreement, which include the use of a dedicated Program Space and the use of Challenge Spaces and Project Spaces as further set out in the Customer Agreement.
2.7. “Challenge Account” means the (paid) subscription features and functionalities of the Momentum Platform granted to a Customer under a Customer Agreement, which include the use of a dedicated Challenge Space and Project Spaces as further set out in the Customer Agreement.
2.8. “Program Space” means a Customer-dedicated program space under a Program Account in the public Momentum Platform, consisting of a number of Challenge Spaces and Project Spaces as further set out in the Customer Agreement.
2.9. “Challenge Space” means a Customer-dedicated challenge space consisting of a number of Project Spaces as further set out in the Customer Agreement;
2.10. “Project Space” means a dedicated project space within a Challenge Space.
2.11. “Feedback” means any recommendations, suggestions, improvement or correction requests, comments, or other feedback from Users about the Momentum Platform.
3. REGISTRATION AND USE OF THE PLATFORM
3.2. It is your responsibility to ensure that your User credentials remain confidential and secure. By registering, you agree that you are fully responsible for all activities that occur under your user name and password.
We may assume that any communications we receive under your account have been made by you.
3.3. A Customer may invite Users to participate in Customer’s Program Space, including Challenge Space(s) and/or Project Space(s). If you are invited to a Customer’s Program Space, you acknowledge that your access to that Program Space as well as any content you submit will be under the sole control of that Customer.
3.4. A Customer may also designate one or more Users as an Admin with admin rights over Customer’s Program Account or Challenge Account, including management of Users and Customer Data. Customer is fully responsible for its choice of Admins and any actions they take.
3.5. Unauthorized Use. You are responsible for notifying us through the Support channel in Discord if you become aware of any unauthorized use of or access to your User account. Odyssey will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your User account, either with or without your knowledge and/or authorization, and regardless of whether you have or have not advised us of such unauthorized use. You will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by Odyssey or a third party due to someone else using your User account.
4.1. We provide support to Users between 09.00 and 17.00 CET via the Support channel in Discord. Our Discord server can be accessed through our Website.
5. OUR PROPRIETARY RIGHTS
5.1. The Momentum Platform and Website are owned and operated by us and/or our affiliates and contain materials (including all software, designs, texts, photographs, illustrations, audio and video materials, artwork and other graphic materials, and names, logos and trademarks) which are protected under intellectual property rights owned by us and/or our licensors. You agree to abide by all applicable copyright and other intellectual property laws, as well as any additional copyright notices or restrictions contained in the Momentum Platform and Website.
5.2. You acknowledge and agree that all intellectual property rights and other proprietary rights resulting from any amendments, improvements, supplements and additions to the Momentum Platform or our Website that are, in whole or in part, based upon your Feedback (as defined in section
7.3) will be vested exclusively in Odyssey. For the avoidance of doubt, this section 5.2 does not apply to any User Data and Customer Data. All rights, including any Intellectual Property Rights, pertaining to Partner Data are owned by Partner and/or Partner’s collaboration partners.
6. LICENSE AND ACCEPTABLE USE
6.1. License. Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to access and use the Momentum Platform only for your own personal use and use authorized by one or more Customers, and only in a manner that complies with all applicable legal requirements. We may revoke this license at any time, at our sole discretion.
6.2. Acceptable Use. All Users must comply with the following rules regarding acceptable use of the Momentum Platform and Website:
6.2.1. Prohibited actions. You may not:
● probe, scan, or test the vulnerability of any system or network of or relating to the Momentum Platform and Website or breach or circumvent any security or authentication measure;
● access or search the Momentum Platform and Websites by any means other than Momentum’s publicly supported interfaces (for example, “scraping”);
● attempt to disrupt or overwhelm our infrastructure by intentionally imposing unreasonable requests or burdens on our resources (e.g. using “bots” or other automated systems to send requests to our servers at a rate beyond what could be sent by a human user during the same period of time); or
● interfere with or disrupt the access of any User, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, mail-bombing the Momentum Platform and/or Website, or by scripting the creation of User Data or Customer Data in such a manner as to interfere with or create an undue burden on the Momentum Platform and/or the Website.
6.2.2. Prohibited use. You may not use the Momentum Platform and the Website to carry out, promote or support:
● any unlawful or fraudulent activities;
● the impersonation of another person or entity or the misrepresentation of an affiliation with a person or entity in a manner that does or is intended to mislead, confuse, or deceive others;
● activities that are defamatory, discriminatory, libellous or threatening, constitute hate speech, harassment, bullying or stalking;
● the publishing or posting of other people’s private or personal information without their express permission;
● the sending of unsolicited communications, promotions advertisements or spam; or
● the publishing of or linking to i) Prohibited User Data or ii) malicious content intended to damage or disrupt another User’s browser or computer or other device.
6.2.3. Prohibited User Data. Within the Services and Websites. You may not post any User Data on the Momentum Platform or Website that:
● violates any applicable law or contractual confidentiality obligation, any third party’s intellectual property rights or privacy rights;
● is deceptive, misleading, fraudulent, illegal, obscene, pornographic, defamatory, libellous or threatening, constitutes hate speech, harassment, or stalking;
● contains any sensitive personal information, such as financial information, payment card numbers, social security numbers, or health information without our prior written consent granted as part of a Customer Agreement;
● contains viruses, bots, worms, or similar harmful materials.
6.2.4. In addition to any other remedies that may be available to us, we reserve the right to take any remedial action we deem necessary, including immediately suspending or terminating your User account or your access to the Momentum Platform or the Website, upon notice and without any liability for us, should you fail to abide by the rules in this section 6.2 or if, in our sole discretion, such action is necessary to prevent disruption of the Momentum Platform or Website for other Users.
7. USER DATA AND CUSTOMER DATA
User Data from the Momentum Platform that violate these Terms or that are otherwise objectionable in our sole discretion.
7.2. Customer Data is owned and controlled by the Customer as set forth in the Customer Agreement. Odyssey maintains a limited, non-exclusive and non-transferrable (except in connection with the sale or transfer of its business) license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display Customer Data for the following limited purposes: (i) to maintain, provide and improve the Momentum Platform; (ii) to prevent or address technical or security issues and resolve support requests; (iii) to investigate when we have a good faith belief, or have received a complaint alleging, that such Customer Data is in violation of the Customer Agreement or these Terms; (iv) to comply with a valid legal subpoena, request or other lawful process; and (v) as otherwise set forth in our Customer Agreement or as expressly permitted in writing by the Customer.
7.3. We welcome any recommendations, suggestions, improvement or correction requests, comments, or other feedback from you about the Momentum Platform or the Website (“Feedback”). By submitting Feedback to us, you agree that: (a) Feedback will not be treated as your confidential information; (b) we may use or disclose, or choose not to use or disclose, Feedback for any purpose and in any way; and (c) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances for Feedback.
7.4. You guarantee that you have all required rights to submit User Data, Customer Data and Feedback without violation of any third-party rights. You understand that we do not control, and are not responsible for, User data, Customer Data and Feedback, and that by using the Momentum Platform and/or the Website, you may be exposed to User Data, Customer Data or Feedback from other Users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. You agree that you will indemnify, defend, and hold harmless Odyssey for all claims resulting from User Data, Customer Data and Feedback that you submit through the Momentum Platform and/or Website.
8. LIMITATION OF LIABILITY
8.1. Odyssey is only liable for a failure to perform its obligations arising from these Terms in the event of deliberate or intentional misconduct (in Dutch ‘opzet of bewuste roekeloosheid’). Any other liability of Odyssey, arising from contract or any other legal basis whatsoever is expressly excluded.
Odyssey’s total liability is in any event limited to the compensation of direct damages of User and will never exceed € 50,-. You acknowledge and agree that this exclusion of liability is fair and reasonable in light of the Alpha-release state of the Momentum Platform.
8.2. You agree to indemnify, defend and hold harmless Odyssey and its directors, employees, agents and assignees from and against any and all claims, losses, costs and expenses, including without limitation legal fees and expenses, arising directly or indirectly out of, relating to, or, incurred in connection with your use of the Momentum Platform.
9. THIRD PARTY SERVICES
9.1. The Momentum Platform and Website may provide information and content provided by third parties and third-party services for your use within or in connection with the Momentum Platform (“Third Party services”). You agree and acknowledge that we have no control over and are not responsible for the availability and performance of such Third Party Services, and do not endorse and are not responsible or liable for (i) any content, advertising, products, or other materials on or available from such Third Party Services,
(ii) any non-availability, errors or omissions in these Third Party Services or
iii) any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third Party Services.
9.2. Your interactions with and use of such Third Party Services will be governed by terms of service, privacy policies and any other similar terms of the third parties concerned.
10.1. We reserve the right at any time to modify or discontinue, temporarily or permanently, any functionalities or features in the Momentum Platform (or any part thereof), with or without notice. We may, in our sole discretion, decide what features to include in the Momentum Platform and whether to make them optional or mandatory. You agree that we shall not be liable to you or any third party for any modification, suspension or discontinuance of the Momentum Platform.
11. APPLICABLE LAW
11.1. Please note that these Terms, and their subject matter and formation, are governed by the laws of the Netherlands. However, if you are a consumer and resident of any other country, you may benefit from any mandatory provisions of and legal rights available to you under the laws of that country. Nothing in these Terms affects your rights as a consumer to rely on any such local law mandatory provisions.
11.2. You can contact us through our Discord server if you have any complaints or disputes regarding the Momentum Platform or the Website. We agree to use best efforts to settle any dispute, claim, question, or disagreement amicably. If we do not reach an amicable solution within a period of 30 days from the time informal dispute resolution has commenced, to the extent permitted by applicable law, all controversies, disputes, demands, counts, claims or causes of action between you and us arising out of, under, or related to (your use of) the Momentum Platform or our Website, shall be submitted to the exclusive jurisdiction of the courts of the Netherlands.
12. GENERAL TERMS
12.1. Assignment. You may not assign your rights and obligations arising from these Terms without our prior written consent. Any non-permitted assignments are void.
12.2. Waiver. If we fail to insist that you perform any obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived such rights and will not mean that you do not have to comply with your obligations. If we do waive a failure or breach by you, we will only do so in writing and that will not mean that we automatically waive any future failure of breach by you.
12.3. Severability. Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
12.4 Modification of the Terms. We reserve the right to change, modify or update the Terms at any time. If we revise the Terms, we will post the revised Terms on our Website, and you consent to receiving notice of any changes through such posting. If required by law, we will also provide you notice of revisions of the Terms. If you do not agree to the revisions, you must cease to use the Momentum Platform. Your continued use of the Momentum Platform after the posting of the revised Terms means that you have accepted the revised Terms. Any disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.