Odyssey Momentum
Customer Agreement

Last Updated: 6 May 2021

PLEASE REVIEW THIS AGREEMENT CAREFULLY AS IT GOVERNS YOUR USE OF MOMENTUM AS A CUSTOMER. BY CLICKING ON THE "I AGREE" OR SIMILAR BUTTON, CUSTOMER ACCEPTS ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. ONCE ACCEPTED, THIS AGREEMENT BECOMES 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). IF CUSTOMER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, CUSTOMER REPRESENTS THAT IT HAS THE LEGAL AUTHORITY TO BIND THE COMPANY OR OTHER LEGAL ENTITY TO THIS AGREEMENT.

Odyssey B.V. (“Odyssey,” “we”, “us”, “our”) offers services for online collaboration. 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 this Customer Agreement or about our services, please contact us through our Discord server. 

Recitals:

  1. Odyssey has developed an online mass collaboration platform, hereinafter referred to as ‘Momentum’ or ‘Momentum Platform’. 
  2. Customer wishes to obtain a Program Account or Challenge Account within Momentum to host its own collaborative processes.
  3. The Parties have agreed on the terms and conditions for Customer’s use of Momentum through a Program Account or Challenge Account as set out in this agreement.

It is hereby agreed as follows:

  1. Definitions
    1. Agreement’ means this Odyssey Momentum Customer Agreement, including all annexes and schedules thereto.
    2. Challenge Account’ means the (paid) subscription features and functionalities of the Momentum Platform granted to Customer under this Agreement, which include the use of a dedicated Challenge Space and Project Spaces as further set out in this Agreement.
    3. Challenge Space’ means a Customer-dedicated challenge space consisting of a number of Project Spaces as further set out in this Agreement;
    4. Customer Data’ means any and all data, materials or content that 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.
    5.  ‘Feedback’ means any recommendations, suggestions, improvement or correction requests, comments, or other feedback from Customer about the Momentum Platform.
    6. Intellectual Property Rights’ means any and all intellectual property rights existing anywhere in the world, including but not limited to patents, utility models, trade secrets, know-how, copyrights to Software and other copyright protected works, database rights and other rights in compilations of data, trademarks, trade names, internet domain names, and any and all rights of a similar nature, either registered or unregistered and including all priority rights, renewals, divisionals, continuations or (other) extensions of such rights, applications (or rights to apply) for such rights, and all equivalent rights or forms of protection.
    7. Membership’ has the meaning given to it in article 2.1 of this Agreement.
    8. Program Account’ means the (paid) subscription features and functionalities of the Momentum Platform granted to Customer under this Agreement, which include the use of a dedicated Program Space and the use of Challenge Spaces and Project Spaces as further set out in this Agreement.
    9.  ‘Program Space’ means a Customer-dedicated program space in the public Momentum Platform, consisting of a number of Challenge Spaces and Project Spaces as further set out in this Agreement.
    10. Project Space’ means a dedicated project space within a Challenge Space.
    11. Software’ means software in the broadest sense of the word, including object code and source code, its preparatory design material, documentation, algorithms, specifications, drawings, know-how, graphical interfaces, databases, pictures, and other works or parts thereof.
    12. User’ means an individual person that has an active user profile in the Momentum Platform.
       
  2. Subject and scope of this Agreement
    1. This Agreement contains the terms and conditions for Customer’s use of Momentum through a Program Account or Challenge Account (‘Membership’).
    2. The Momentum Platform: Momentum is the online mass collaboration platform developed by Odyssey that enables customers with a Program Account or Challenge Account to host their own collaborative processes. 
    3. Alpha-release state: Customer accepts and acknowledges that Momentum is in an Alpha-release state (the first phase of software development). This means that there is 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. Odyssey will use commercially reasonable efforts to support Customer’s successful use of Momentum, without giving any representation and/or warranty regarding the development and the suitability of the Momentum Platform for any intended purpose and/or specific use by Customer.
       
  3. Term and termination of Membership of Momentum
    1. Customer’s Membership under this Agreement will commence upon the date Customer clicks a button indicating its acknowledgment and acceptance of the terms of this Agreement and the initial Membership fee has been paid.
    2. In the absence of a 1 (one) month prior notice of termination given to the other party before the expiration date of the Membership period, this Agreement shall be automatically extended for consecutives periods of 1 (one) month each. 
    3. Each party may terminate ('opzeggen') this Agreement with immediate effect by giving written notice, if the other Party:
    4. has failed to comply with a material obligation under this Agreement and such failure is irremediable or, if remediable, is not remedied within 30 days after receipt of written notice of such failure;
      1. has been declared bankrupt or has become subject to any similar regulation; 
      2. has requested or has been granted suspension of payments, whether provisional or not or;
      3. has ceased to exist or has been dissolved. 
    5. Unless indicated otherwise by Odyssey, all notices of termination under this clause 3 by Customer to Odyssey must be given by e-mail at billing@odyssey.org. All notices of termination by Odyssey to Customer will be addressed to Customer’s e-mail address as registered in Customer’s account details.
    6. The Membership fees are non-refundable and Odyssey is therefore not obliged to repay such fees in the event of a termination of this Agreement.
       
  4. Momentum Membership
     
    1. Through its Program Account or Challenge Account, Customer is enabled to host its own collaboration processes in the current Momentum space during the term of this Agreement (the Membership period). 
    2. During the Membership period, Customer and Odyssey will continuously evaluate and share insights and learnings, in order for Customer to learn what works best in Momentum for its own purposes and build best practises, and in order for Odyssey to obtain input for its product development roadmap for Momentum.
    3. The Membership to Momentum offers Customer one of the following membership tiers:
      1. Program Account
        • 1 dedicated program in the public Momentum World, consisting of maximum 10 Challenge Spaces.
        • An option to host additional Challenge Spaces at 250 euro (EX VAT) for each additional Challenge Space per month.
        • Each Challenge Space consists of maximum 10 Project Spaces.
        • Unlimited number of Users, but with a ‘fair use’ restriction (fair use to be determined at the sole discretion of Odyssey).
        • Use of the collaboration tool integration MIRO.
           
      2. Challenge Account
        • 1 dedicated Challenge Space in the public Momentum World,  consisting of maximum 10 Project Spaces.
        • An option to host additional Challenge Spaces at 300 euro (EX VAT) for each additional Challenge Space per month.
        • Each Challenge Space consists of maximum 10 Project Spaces.
        • Unlimited number of Users, but with a ‘fair use’ restriction (fair use to be determined at the sole discretion of Odyssey).
        • Use of the collaboration tool integration MIRO.
           
    4. Both the Program Account and the Challenge Account within Momentum offer Customer:
      1. Unlimited number of Users, but with a ‘fair use’ restriction (fair use to be determined at the sole discretion of Odyssey)
      2. Use of the collaboration tool integration MIRO. 
      3. Full use of all features currently available in Momentum Alpha release, including the possibility to:
        1. create and adapt Challenge and Project Spaces.
        2. curate: select Users for access to Momentum;
        3. assign individual Users to specific roles and Challenge and Project Spaces;     
        4. customize the following items in Challenge Spaces: name of the space, description of the challenge, visual representation of challenge;
        5. customize Project Space: name of the space, description of the project and visual representation of the project/ team;
        6. Use functionalities of the Challenge and Project Spaces through: 
          • meeting space functionality for every space (video and voice chat);
          • voting/ KPI counter and activity stream - keep track of project      progress.
      4. Customer acknowledges and accepts that features in Momentum Alpha release are subject to change as the Momentum Platform is further developed, such changes to be determined by and at the sole discretion of Odyssey. 
      5. Customer acknowledges and accepts that in the Alpha release state, Momentum Challenge and Project Spaces are public (accessible to all Momentum Users).
         
  5. Services provided by Odyssey 
    1. Odyssey provides 1 (one) training  by means of a video-call of max. 90 minutes to Customer’s staff for the purpose of familiarizing them with the Momentum platform and the process of inviting Users and customizing Challenge and Project Spaces.
    2. At Customer’s request, Odyssey can provide verbal feedback on Customer’s plans to use Momentum. Customer can schedule a maximum of three video-calls of 30 minutes each with Odyssey for such feedback during the initial 3 (three) month Membership period.
    3. Odyssey is available for technical support (e.g. trouble shooting) between 09.00 - 17.00 CET during business days via Discord. Odyssey will use commercially reasonable efforts to respond and resolve, e.g. support Customer’s successful use of Momentum, without giving any representation and/or warranty regarding the development and the suitability of the Momentum Platform for any intended purpose and/or specific use by Customer.
       
  6. Customer’s obligations and responsibilities
    1. Customer shall provide all cooperation necessary to facilitate the 90 minute training as mentioned in article 4.1, including scheduling and ensuring availability of all relevant staff members of Customer.
    2. Customer is fully and solely responsible for its use of Momentum, including but not limited to Challenge content, self-registering of Users, and all activities performed using Momentum.
    3. Customer is allowed to invite and register Users in Customer’s dedicated Challenge and Project Spaces in Momentum, provided that:
      1. Customer will at all times comply with the applicable terms of use for Momentum (‘Terms of Use’) and will ensure and guarantees that all Users invited by Customer into its Challenge and Project Spaces in Momentum also comply with the Terms of Use;
      2. Customer is responsible and liable for any processing of data (including but not limited to personal data) of its Users, including but not limited to third parties;
      3. Customer is solely responsible for the registration of its Users, including the allocation and administration of user rights (authorization management).
    4. Customer is responsible for creating and sustaining an IT-environment which allows its staff members/employees to run the Momentum software. Customer is aware of and acknowledges the fact that the Momentum Platform is built in a gaming engine which requires a performant personal computer/laptop to function properly.  Momentum does not work on mobile devices such as mobile phones and tablets. Further information on the technical requirements and preconditions for the use of Momentum will be provided to Customer at first request.
       
    5. Customer grants Odyssey a worldwide, non-exclusive, royalty-free, sub-licensable licence to use Customers logos and trademark solely for publication on Odyssey’s Website for the purpose of indicating a Customer relationship. 
       
  7. Pricing and payment
    1. The Membership fees are:
      • 300 euro (EX VAT) per month for a Challenge Account;
      • 2500 euro (EX VAT) per month for a Program Account;
    2. Membership fees are invoiced and charged automatically to Customer monthly in advance.
    3. Odyssey is entitled to adjust fees and prices. Odyssey will give Customer notice of such an adjustment of at least one month prior to the amended price of fee becoming applicable.
       
  8. Data protection
    1. Customer warrants and represents (in Dutch ‘garandeert’) that all processing of personal data through or in connection with Customer’s use of  Customer’s Challenge and Project Spaces within the Momentum Platform (including any and all use of the Momentum Platform by Customer’s Users) will at all times comply with applicable data protection laws and regulations, including but not limited to the General Data Protection Regulation (GDPR).  
       
    2. In as far as Odyssey processes any personal data on behalf of Customer within Customer’s Challenge and Project Spaces, Odyssey is deemed to be the processor and Customer the controller in the sense of article 4 of the GDPR. The Parties have concluded a data processing agreement, which is attached to the Agreement as Annex 1. The data processing agreement does not apply to Odyssey’s processing of Customer’s account information and user profile information (relating to the account created by an individual User when registering with the Momentum Platform). Processing of User profile information is subject only to Momentum’s terms of use and privacy policy. 
       
  9. Intellectual property rights
    1. All intellectual property rights pertaining to or in relation to the Momentum Platform, including software, user interfaces, websites, data files, databases, hardware, training-, testing- and examination materials, as well as other materials such as analyses, designs, documentation, reports, offers, including preparatory materials for these materials, developed and/or made available to Customer under this Agreement remain exclusively vested in Odyssey.
       
    2. Customer is solely granted the rights of use of the Momentum Platform as laid down in this Agreement. This right of use is non-exclusive, non-transferable, non-pledgeable (niet-verpandbaar) and non-sublicensable.
       
    3. Customer acknowledges and agrees that all Intellectual Property Rights resulting from any amendments, improvements, supplements and additions to the Momentum Platform that are, in whole or in part, based upon Feedback, will be vested exclusively in Odyssey. For the avoidance of doubt, this section 9.3 does not apply to Customer Data. All rights, including any Intellectual Property Rights, pertaining to Customer Data are owned by Customer and/or Customer’s collaboration Customers.
       
  10. Liability and indemnification

    1. Odyssey is only liable for a failure to perform its obligations arising from this Agreement (if any) or otherwise in the event of deliberate or intentional misconduct (in Dutch ‘opzet of bewuste roekeloosheid’) by the managing board of Odyssey. All 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 Customer and will never exceed € 2.500.
       
    2. Customer will indemnify, defend and hold harmless Odyssey and its directors, employees, agents and assignees from and against any and all claims, losses, costs and expenses of Odyssey and its directors, employees, agents and assignees, including without limitation legal fees and expenses, arising directly or indirectly out of, relating to, or, incurred in connection with Customer’s use of Momentum.
       
  11. Applicable law and dispute resolution

    1. This Agreement is governed exclusively by the laws of the Netherlands. 
       
    2. In the event of any dispute arising out of or in connection with this Agreement or any extension or renewal of this Agreement, the Parties will first try to settle their dispute amicably. 
       
    3. If an amicable solution is not achieved, all disputes and claims resulting from or in connection with this Agreement will be submitted exclusively to the competent court of Groningen, the Netherlands.
       
  12. General provisions

    1. Customer may not transfer its rights and obligations resulting from this Agreement to a third party without the prior written approval from Odyssey.
       
    2. The terms ‘in writing’ or ‘written’ also include notification through e-mail. 
       
    3. Odyssey may engage the services of third parties in relation to the Momentum Platform, such as hosting service providers (‘Third Party Services’). Odyssey’s obligations and liability for all Third-Party Services are subject to the terms and conditions of the Third-Party Service providers concerned. In any event, Odyssey’s liability for Third-Party Services is limited as set out in article 9 of this Agreement. 
       
    4. Any general (purchase) conditions of Customer shall not apply to this Agreement.
       
    5. Provisions of this Agreement that due to their nature or context are intended to survive a termination of the Agreement, shall remain in full force and effect notwithstanding such termination.
       
    6. In the event of any inconsistency between the provisions of this Agreement and the provisions of an annex, the provisions of this Agreement shall prevail.

Annex 1 to Odyssey Momentum Customer Agreement: 

Data Processing Agreement

THIS DATA PROCESSING AGREEMENT IS ENTERED INTO BY AND BETWEEN CUSTOMER AND ODYSSEY B.V.

Each individually referred to as a ‘Party’ and jointly as the ‘Parties’, 

Recitals:

The Parties have entered into a customer agreement (hereinafter: ‘Agreement’) which allows Customer to use the Momentum Platform by means of a Program Account or Challenge Account in accordance with the terms as set out in the Agreement.

In connection with Customer’s use of the Momentum Platform, Processor may process Personal Data (as defined below) within Customer’s Challenge and/or Project Spaces, on Customer’s behalf.

This data processing agreement does not apply to Odyssey’s processing of Customer’s account information (if such information qualifies as personal data) and user profile information (relating to the account created by an individual User when registering with the Momentum Platform). Processing of Customer’s account information and User profile information is subject only to Momentum’s terms of use and privacy policy.

In this data processing agreement the Parties wish to set out their mutual rights and obligations for processing personal data in accordance with the requirements of article 28 of the GDPR.

     

It is hereby agreed as follows:

 

Definitions 

In this Data Processing Agreement, the following definitions apply:

AP means The Dutch Authority for Personal Data.

GDPR means Regulation (EU) 2016/679 of the European Parliament and the Council of 27 April 2016 (the General Data Protection Regulation), in force as of 25 May 2018.

Data Subject means an identified or identifiable natural person.

Annexes means the Annexes to this Data Processing Agreement forming an integral part of this Data Processing Agreement.

Data Breach (referred to in the GDPR as a ‘personal data breach’) means a breach of security leading to the accidental or unlawful destruction, loss, alteration,  
unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise processed. 

Third-Party means a natural person or legal entity, public authority, agency or body other than the data subject, the Customer or Processor and persons who, under the direct authority of the Customer or Processor, are authorized to process Personal Data.

Agreement means the Agreement entered into between the Customer and Odyssey as referred to in recital A.

Data Processing Agreement means this Data Processing Agreement, including its Annexes.

Personal Data means any information relating to an identified or identifiable natural person (the ‘Data Subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

Privacy Legislation means any legislation and regulations applicable to the Processing and protection of personal data including but not limited to the GDPR and any national implementation acts of EU member states.

Consent of the Data Subject means any freely given, specific, informed and unambiguous indication of the Data Subject's wishes by which he or she, by a statement or by a clear affirmative action, signifies agreement to the Processing of Personal Data relating to him or her.

Supervisory Authority means any independent body which is responsible for supervising compliance with the GDPR. In the Netherlands this Supervisory Authority is the Dutch Authority for Personal Data (Autoriteit Persoonsgegevens: ‘AP’).

Processing Personal Data means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction of data.

Scope

Unless otherwise agreed by the Parties in writing, the provisions of this Data Processing Agreement will apply to any Processing by Odyssey under the Agreement.

Performance of the Processing 

Odyssey will act as the processor and Customer as the controller within the sense of Article 4 under 8) or Article 4 under 7) of the GDPR respectively. Odyssey shall only process the Personal Data on the instructions of the Customer, subject to legal obligations to the contrary.

Odyssey shall process data for the Customer in accordance with the latter’s instructions and responsibility as set out in the Agreement. The Customer guarantees that the Processing of the Personal Data under the Agreement shall at all times comply with applicable Privacy Legislation and do not infringe any rights of any Third-Party.

Odyssey does not control the purpose and the means of the Processing of Personal Data and shall not take decisions with regard to the use of the Personal Data, its disclosure to Third Parties and the duration of the storage of Personal Data.

Odyssey is only allowed to Process the Personal Data outside the EU with the prior written consent of the Customer. In addition, such a transmission and Processing of Personal Data will only take place in accordance with applicable Privacy Legislation.

The Processor shall not disclose or make Personal Data available to any Third-Party unless pursuant to instructions by the Customer or on the order of a judicial or administrative authority.

Odyssey will inform the Customer of all requests with regard to Personal Data which have been received directly from a Data Subject, including but not limited to requests for access to or rectification, erasure, restriction or data portability of the Personal Data. Odyssey will only follow up such a request if the Customer has given a written instruction to this end to Odyssey. Odyssey shall render to the Customer all cooperation reasonably required in order to fulfil its duty to respond to requests of the Data Subject to exercise his rights in accordance with Chapter III of the GDPR.

At the request of the Customer, Odyssey shall provide all the information reasonably required to fulfil Customer’s obligations as laid down in Article 28 GDPR. 

Odyssey shall assist the Customer, taking into account the nature of the Processing and the information which it has at its disposal, in order to fulfil the obligations as set out in Articles 32 up to and including 36 of the GDPR.

Odyssey may charge the Customer for any costs Odyssey incurs in relation to requests for information or assistance as set out in this article 3.

Odyssey shall immediately notify the Customer in writing if, in the reasonable opinion of Odyssey, an instruction constitutes an infringement of the applicable Privacy Legislation.

Odyssey has the Customer’s general authorisation for the engagement of sub-processors. The list of sub-processors Odyssey intends to engage is set out in Appendix 1. Odyssey shall inform the Customer in advance of any intended changes of that list through the addition or replacement of sub-processors, thereby giving the Customer the opportunity to object to such changes prior to the engagement of the concerned sub-processor(s). If a sub-processor is engaged to carry out specific processing activities for the Customer, Odyssey shall impose on this sub-processor by way of an agreement the same obligations with regard to the Processing and protection of Personal Data as the obligations included in this Processor Agreement, particularly the obligation to provide sufficient guarantees with regard to the application of suitable technical and organizational measures so that the Processing complies with the provisions in the applicable Privacy Legislation. The provisions in Clause 6 of this Data Processing Agreement apply to any liability of Odyssey for the acts of third parties engaged by Odyssey in connection with this Data Processing Agreement. 

Duty to report Data Breaches. 

Odyssey will inform the Customer without undue delay of any Data Breach in relation to the Processing of Personal Data. 
Odyssey shall provide the following information regarding a Data Breach:

the nature of the Data Breach, where possible stating the categories of the respective Data Subjects and an approximate number of the Data Subjects concerned;

any known or expected consequences of the Data Breach;

the measures taken or proposed to be taken by Odyssey to address the Data Breach including, where appropriate, measures to mitigate its possible adverse effects .

Odyssey acknowledges that the Customer has a legal obligation to certain Data Breaches to the Data Subjects and/or the Supervisory Authorities. Odyssey shall take all measures which are reasonably required to support the Customer in notifying the Data Subjects and/or Supervisory Authorities.

Security Measures and Inspection 

The Customer represents and warrants to have sufficient information regarding the technical and organizational measures taken by Odyssey and acknowledges that, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity which entail the Processing of the Personal Data processed by Odyssey for the rights and freedoms of the Data Subjects the Processing of Personal Data under the Agreement and this Data Processing Agreement ensure a suitable level of security in order to protect the Personal Data against loss or any form of unauthorized Processing.

Odyssey shall make available to the Customer all information necessary to demonstrate compliance with the obligations under applicable Privacy Legislation and at the Customer’s reasonable request, shall allow for and contribute to audits of the processing activities covered by this Data Processing Agreement, in particular if there are indications of non-compliance. The Customer will engage, at its own cost, an independent auditor to carry out the audit. Audits may also include inspections at the premises of Odyssey and shall be carried out with reasonable notice of at least 2 (two) weeks. The Customer ensures that the independent auditor is obliged to keep its findings secret from Third Parties.

Odyssey and Customer shall make the information referred to in this Data Processing Agreement, including the results of any audits, available to the competent Supervisory Authority on request. 

Liability 

Any liability of Odyssey resulting from the Processing of Personal Data in relation to the Agreement and/or this Data Processing Agreement is governed by and subject to the provisions of the Agreement.

 

Confidentiality

Odyssey shall grant access to the Personal Data to members of its personnel only to the extent necessary for the implementation, management and monitoring of the Agreement. Odyssey shall ensure that persons authorised to process the personal data received have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. 

Duration and Termination

This Data Processing Agreement becomes effective on the date it is signed by the Parties. This Data Processing Agreement forms an integral part of the Agreement and is effective for as long as the Agreement, including any renewals of it, continues to be in force between the Customer and Odyssey.

Upon termination of the Agreement, Odyssey shall, at the choice of the Customer, either delete or return all Personal Data Processed on behalf of the Customer, and delete existing copies unless applicable Privacy Legislation requires storage of the Personal Data.

Obligations under this Data Processing Agreement which by their nature are intended to continue even after the termination of this Data Processing Agreement, continue to exist even after the termination of this Data Processing Agreement. These obligations include the provisions with regard to confidentiality, liability, applicable law and dispute settlement.

Applicable Law and Disputes 

This Data Processing Agreement is governed by Dutch law.

Any disputes arising from or in connection with this Data Processing Agreement will be submitted to the competent court as defined in the Agreement.