This License Agreement (this "Agreement") is a binding contract between you ("you", "Customer" or "your") and Albato Limited, Cyprus, HE 420916 ("Provider," "we," or "us"). This Agreement governs your access to and use of our services.
BY CLICKING THE "I ACCEPT" BUTTON BELOW, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.IF YOU DO NOT AGREE TO THESE TERMS YOU MAY NOT USE THE SERVICE. Provider expressly reserves the right to modify this Agreement at any time in its sole discretion by including such alteration and/or modification in this Agreement, along with a notice of the effective date of such modified Agreement. If a revision meaningfully reduces your rights, we may notify you by sending an email. Any continued use by you of the Site or the Service after the posting of such modified Agreement shall be deemed to indicate your irrevocable agreement to such modified Agreement.
1.1 The definitions and rules of interpretation in this clause apply in this agreement. 1 Aggregated Statistics Means data and information related to Customer's use of the Services that is used by Provider in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services. 2 Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organizational measures: as defined in the Data Protection Legislation. 3 Customer Data The data inputted by the Customer, Authorized Users, or the Provider on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services. 4 Data Protection Legislation Regulation (EU) 2016/679 of the European Parliament and of the Council (GDPR), California Consumer Privacy Act, Brazilian Civil Rights Framework for the Internet (Law 12,965/2014), Decree 8,771 of 11 May 2016 (Decreto N 8.771 de 11 de Maio de 2016) and any other European Union or Brazilian legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications). 5 Heightened Cybersecurity Requirements Any laws, regulations, codes, guidance (from regulatory and advisory bodies. Whether mandatory or not), international and national standards, industry schemes and sanctions, which are applicable to either the Customer or an Authorized User relating to security of network and information systems and security breach and incident reporting requirements. 6 Normal Business Hours 9.00 am to 7.00 pm CET time, each Business Day and 11.00 am to 2.00 pm each Saturday and Sunday. 7 Services The subscription services provided by the Provider to the Customer under this agreement consisting in web-based, application integration and data linking service accessed through the Site. 8 Software The online software applications provided by the Provider as part of the Services.
2. Access and use
2.1 Subject to the Customer purchasing the Subscription, the Provider hereby grants to the Customer a non-exclusive, non-transferable right, without the right to grant sublicences, to use the Services and the during the Subscription Term solely for the Customer's internal business operations. 2.2 User Account Registration: In order to access and use all of the features of the Service, you are required to open an account ("User Account") by registering with the Provider. When you register for your User Account you must provide true, accurate, current and complete information ("Account Information"), and you agree to update the Account Information in order to ensure that it is current. 2.3 Passwords: Upon registration on the Provider's Site, you will protect with a password the access to your account. You are responsible for maintaining the confidentiality of your password and for all of your activities and those of any third party that occur through your account, whether or not authorized by you. You agree to immediately notify Provider of any suspected or actual unauthorized use of your User Account. You agree that Provider will not under any circumstances be liable for any cost, loss, damages or expenses arising out of a failure by you to maintain the security of your password. 2.4 The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (b) facilitates illegal activity; (c) promotes unlawful violence; (d) is discriminatory based on race, gender, color, religious belief, sexual orientation, disability; or (e) is otherwise illegal or causes damage or injury to any person or property; and the Provider reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause. 2.5 The Customer shall not: (a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or (b) access all or any part of the Services in order to build a product or service which competes with the Services and/or the Documentation; or (c) introduce or permit the introduction of, any Virus or Vulnerability into the Provider's network and information systems. 2.6 The Customer shall use all reasonable endeavors to prevent any unauthorized access to, or use of, the Services, in the event of any such unauthorized access or use, promptly notify the Provider. 2.7 The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
3.1 The Provider shall, during the Subscription Term, provide the Services and make them available to the Customer on and subject to the terms of this agreement. 3.2 The Provider shall use commercially reasonable endeavors to make the Services available 24 hours a day, seven days a week, except for: (a) planned maintenance carried out during the maintenance window; (b) unscheduled maintenance performed outside Normal Business Hours, provided that the Provider has used reasonable endeavors to give the Customer at least 5 Normal Business Hours' notice in advance; 3.3 The Provider will, as part of the Services and at no additional cost to the Customer and in consideration of the support fees, provide the Customer with the Provider's standard customer support services during Normal Business Hours at the time that the Services are provided. The Provider may amend the Support Services Policy in its sole and absolute discretion from time to time.
4. Customer personal data
5. Provider's obligations
5.1 The Provider: (a) does not warrant that: (i) the Customer's use of the Services will be uninterrupted or error-free; (ii) the Software or the Services will be free from Vulnerabilities; (iii) the Software or Services will comply with any Heightened Cybersecurity Requirements. (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. 5.2 The Provider warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this agreement. 5.3. The Provider shall not be obliged to store any Customer data, including Personal Data, after expiration of the subscription.
6. Customer's obligations
The Customer shall: (a) without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;
7. Charges and payment. Refund Policy
7.1 The Customer shall pay the Subscription Fee to the Provider on a monthly basis, the fees and relevant tariff plans shall be available on the Provider website or may be agreed individually by the Parties.
7.2 The Service is granted on the subscription basis, which means that upon payment of the Subscription Fee the Customer is granted access to the Services, and it is Customer sole discretion if the Customer uses the Services or not and/or process any transaction via the Service or refrain from processing any transaction, in any case non-use by the Customer of the Service shall not enable the Customer to demand any refund of the Service Fee from the Provider.
7.3 In case the tariff plan chosen by the Customer provides for a limit for available transactions to be process via the Service, then the Customer shall pay in advance an amount stipulated by the relevant tariff plan or, if applicable, pay for transactions exceeding the tariff plan, in arrears.
7.4 As a general rule the Customer shall not be eligible for any refund of the Subscription Fee paid, unless the Customer was not duly granted possibility to use the Service or the Service was subject to material outages during the period covered by the paid Subscription Fee.
7.5 ALBATO may unilaterally change the current Tariff plans, about which the User is notified by e-mail and (or) through the Personal Account no later than 3 (three) business days before the date the relevant changes come into force. In case of disagreement with such changes, the User will have the right to withdraw from the Agreement unilaterally.
8. Proprietary rights
8.1 The Customer acknowledges and agrees that the Provider and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services. 8.2 The Provider confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
9. Disclaimer of Warranties.
9.1 Except as expressly and specifically provided in this agreement: (a) the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. The Provider shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Provider by the Customer in connection with the Services, or any actions taken by the Provider at the Customer's direction; (b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and (c) the Services are provided to the Customer on an "as is" basis. (d) the Provider shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and
10. Term and termination
The term of this Agreement commences when you acknowledge your acceptance of this Agreement by clicking the "I ACCEPT" button and will continue in effect until terminated as set forth in this Section. We may immediately terminate or suspend this Agreement, any rights granted herein, and/or your licenses under this Agreement, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to the Services. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. You may terminate this Agreement at any time by ceasing your access to and use of the services or ceasing to renew your subscription. Upon termination of this Agreement for any reason all licenses and rights granted to you under this Agreement will also terminate. In case of Customer unilateral termination of the Agreement the Subscription Fee partial refund may be made on the Provider sole discretion.
11. Force majeure
The Provider shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Provider or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood or storm, provided that the Customer is notified of such an event and its expected duration.
12. Entire agreement
12.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 12.2 Each party acknowledges that in entering into this agreement it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. 12.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
13.1 The Customer shall not, without the prior written consent of the Provider, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement. 13.2 The Provider may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement.
14. No partnership or agency
- No partnership or agency Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
15. Governing law
This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of Republic of Cyprus.
Each party irrevocably agrees that the courts of Republic of Cyprus shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).