ACCEPTANCE OF THE TERMS 1.1. Please read these terms and conditions, the Privacy Policy available at https://www.shieldoo.io/, and all other documents referred to herein (collectively “T&C“) carefully before You start using the Services. When You start using the Services or click to agree to the T&C when this option is made available to You (“Effective Date”), You conclude an agreement on use of the Services with Us (“Agreement”). If You do not agree to these T&C, You must not access or use the Services. 1.2. Services are offered and available to users who are not a target of any sanctions regime, and do not reside in, nor will access the Services from a country from which such access is prohibited under any applicable sanctions regime or export control laws. By using the Services, You represent that You meet all of the foregoing requirements. If You do not meet these requirements, You must not access or use the Services. We reserve the right to limit the availability of the Services to any person, entity, geographic area, or jurisdiction at any time.
DEFINITIONS 2.1. Upper case pronouns “We”, “Us” and “Our” refer to Cloudfield Services s.r.o., a company incorporated under the laws of Czech Republic, with registered seat at Na poříčí 1047/26, Nové Město, 110 00 Praha 1, ID No. 14106469, registered in the commercial registry under file no. C 360661 maintained by the Municipal court in Prague. 2.2. Pronouns “You” and “Your” refer to You as a user of Shieldoo (“Services”) including any content and services offered through https://www.shieldoo.io/ (“Website”). If You are using the Services on behalf of a legal entity, then You, as an individual, represent that You have authority to bind that entity to the Agreement and “You” and “Your” also refer to that entity. 2.3. ”Affiliate” of a person is any person that controls, is controlled by, or is under common control with, such person. The term “control” (“controlled by”) means the power to direct or cause direction of management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. 2.4. ”Agreement” has the meaning set forth in Section 1.1. The T&C are an integral part of the Agreement. 2.5. ”Authorized Users” are Your employees, consultants, contractors, and agents who are authorized by You to access and use the Services under the rights granted to You pursuant to the Agreement and for whom You have purchased access to the Services. You may be the Authorized User as well. 2.6. ”Documentation” means any documents that We make available to You and which describe the features of the Services, including any aspect of the minimum system requirements for use of the Services, installation, configuration, integration, operation, use, support, or maintenance thereof. Non-exhaustive list of the Documentation is available at https://www.shieldoo.io/. 2.7. ”Effective Date” has the meaning set forth in Section 1.1. 2.8. ”Fees” are the fees payable in accordance with the Price List. 2.9. ”Loss” means any and all loss, damage, claim, action, judgment, settlement, interest, penalty, fine, costs, or expenses, including attorneys’ fees and the costs of enforcing any right to indemnification hereunder. 2.10. ”Price List” is the price list available at https://www.shieldoo.io/. 2.11. ”Resultant Data” are data related to Your use of the Services that are used by Us in an aggregate and anonymized manner, including statistical and performance information related to operation of the Services. 2.12. ”Services” are the software-as-a-service offerings described in Section 2.2 2.13. ”Term” has the meaning set forth in Section 13.1 2.14. ”Third-Party Materials” are materials, documents, data, products, services, or software that are not Ours. Third-Party Materials include open-source software regardless of its author. A non-exhaustive list of Third-Party Materials is available at https://www.shieldoo.io/. 2.15. ”Your Data” are data, instructions, materials, and other content that is provided by or on behalf of You or any Authorized User, or that is received from You or Authorized User by or through the Services or that is derived from processing of such data. For the avoidance of doubt, Your Data does not include Resultant Data. 2.16. ”Your System” is Your information technology infrastructure, including computers, software, databases, and networks, whether operated directly by You or through the use of third-party services.
SERVICES 3.1. Access and Use. Subject and conditioned on Your and Your Authorized Users’ compliance with the Agreement, We hereby grant You a non-exclusive, non-transferable right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the Agreement. Such use is limited to Your internal use. 3.2. Reservation of Rights. Nothing in this Agreement grants any license or other right to any intellectual property rights in or relating to the Services, or Third-Party Materials. All rights to the Services and the Third-Party Materials are and will remain with Us and the respective rights holders. 3.3. Changes. We reserve the right to make changes to the Services that We deem necessary or useful to comply with applicable law, enhance the quality of Services or the Services’ cost efficiency or performance. 3.4. Suspension or Termination. We may, by any lawful means (including by using any back door, software, or disabling device by Us or Our designee to disable access to or use of the Services automatically with the passage of time) suspend, terminate, or otherwise deny Your, Authorized User’s, or any other person’s access to or use of the Services, without incurring any resulting obligation or liability, if: a) We receive a judicial or governmental request or order that requires Us to do so, b) We believe that You or any Authorized User has failed to comply with the Agreement or used the Services beyond the scope of rights granted or for a purpose not authorized under the Agreement; or that You or Authorized User has been, or is likely to be involved in fraudulent or unlawful activities, c) You do not pay the agreed Fees when due, d) We receive a Chargeback, or e) the Agreement expires or is terminated.
USE RESTRICTIONS 4.1. Use Restrictions. You shall not, and shall not permit any other person to, access or use the Services except as expressly permitted by the Agreement and, in case of Third-Party Materials, the applicable third-party license agreement. You shall not in particular, but not exclusively: a) copy, republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Service, b) modify, create compilations or derivative works of the Service, c) bypass or breach any security used by the Services or access or use the Services other than by an Authorized User through the use of his or her own then valid access credentials, d) upload, transmit, or otherwise provide to or through the Services, any information or materials that are unsolicited advertisements or content (i.e., “spam”), unlawful or contain or activate any harmful code. Harmful code means any software, hardware, or other technology, including malware, the purpose or effect of which is to permit unauthorized access to, or to disrupt or otherwise harm in any manner any computer, software, hardware, or network; or prevent any other customer or Authorized User from accessing or using the Services, e) damage, disable, interfere with, or otherwise harm the Services, or Our provision of Services, f) remove or alter trademarks, Documentation, disclaimers, or notices from Services, g) access or use the Services in manner or for purpose that infringes any intellectual property right or other right of any third party or that violates any applicable law, h) access or use the Services for purposes of competitive analysis of the Services, development, provision, or use of a competing service or product or any other purpose that is to Our commercial disadvantage, i) access or use the Services in association with any safety-critical systems, or other systems in which the use or failure of the Services could lead to personal injury or physical or property damage, or j) otherwise access or use the Services beyond the authorization granted under this Section 4.1. 4.2. Separate Agreement. To the extent that there is any conflict between clause (a) or (b) in the preceding Section and a license agreement pertaining to any CLOUDFIELD software concluded between us or You and Our Affiliate, the license agreement shall prevail. 4.3. Trial. We may provide You with a trial version of the Services. In such case, the Services shall be provided free of charge for a trial period of 14 days. We are not liable for any defects in the Services or any damage caused by the use of the Services if You use the trial version.
YOUR OBLIGATIONS 5.1. Your Cooperation. You shall at all times during the Term: a) maintain and operate in accordance with the Documentation all Your Systems on or through which the Services are accessed or used, b) provide Our personnel with such access to Your premises and Your Systems as is necessary for Us to perform the Services, and c) provide all cooperation and assistance as We may reasonably request to enable Us to exercise Our rights and perform Our obligations under and in connection with the Agreement. 5.2. Effect of Your Failure. We are not responsible or liable for any delay or failure of performance caused even in part by Your delay or failure to perform of any of Your obligations under the Agreement (“Your Failure”). 5.3. Corrective Action. If You become aware of any actual or threatened activity prohibited by Section 4.1, You shall, and shall cause Your Authorized Users to, immediately take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access; and notify Us of any such actual or threatened activity. 5.4. Non-Solicitation. During the Term and for 2 years after, You shall not, and shall not assist any other person to, directly or indirectly, recruit or solicit (other than by general advertisement not directed specifically to any person) for employment or engagement as an independent contractor any person then or within the prior 6 months employed or engaged by Us. In the event of a violation of this Section 5.4, We will be entitled to liquidated damages equal to the compensation paid by Us to the applicable employee or contractor during the prior 6 months. 5.5. Your Responsibility. You have and will retain sole responsibility for: a) Your Data and Your Systems. b) ensuring that Your Systems fulfill the minimum requirements listed in the Documentation. The Services may not operate properly or operate at all if You do not fulfill these requirements, c) security and use of Your, and Your Authorized Users’ access credentials, and d) all access to and use of the Services by or through Your Systems or Your or Your Authorized Users’ access credentials, including all results, decisions, and actions based on, such access or use. 5.6. Security. You shall employ all security procedures necessary to securely administer the distribution and use of all access credentials and protect against any unauthorized access to or use of the Services; and control the content and use of Customer Data, including the uploading of Customer Data for processing by the Services.
SERVICE LEVELS 6.1. Service Levels. Subject to the terms and conditions of the Agreement, We will use commercially reasonable efforts to make the Services available. 6.2. Exceptions. The following is a non-exhaustive list of exceptions to the availability, and neither the Services will be considered unavailable nor any failure be deemed to occur on Our side in connection with impaired ability to access or use the Services that is related to any: a) act or omission by You or any Authorized User that does not strictly comply with the Agreement, b) Your Failure, c) Your or Your Authorized User’s Internet connectivity, d) Third-Party Materials, e) failure, interruption, outage, or other problem with any software, hardware, system, network, facility, or other matter not supplied by Us pursuant to the Agreement, f) scheduled downtime, or g) disabling, suspension, or termination of the Services pursuant to Section 3.4. 6.3. Scheduled Downtime. We will use commercially reasonable efforts to give You at least 2 hours prior notice of scheduled outages of the Services that will take longer than 15 minutes per ocassion. 6.4. Data Backup. Services do not replace the need for You to maintain regular data backups or redundant data archives. WE HAVE NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF YOUR DATA. 6.5. Consumers. You acknowledge and agree that the Services are a business product, the application of which is commercial (B2B), rather than consumer-oriented. We have agreed that to the maximum extent permitted by applicable law, the consumer protection laws shall not apply. However, if You are a consumer, then to the extent the consumer protection laws cannot be excluded, they shall apply and may prevail over the provisions of these T&C.
FEES AND PAYMENT 7.1. Fees. Price List sets forth the Fees for use of the Service by one Authorized User (“User Subscription”) per month of use of the Service. You shall pay Us the Fees for each individual User Subscription per month. Fees become due immediately upon expiry of each month of use of the Service. First month of use of the Service commences on the day following the last day of trial period, or if trial period was not agreed, on the day of conclusion of the Agreement. 7.2. User Subscriptions. Authorized User is considered to have used the Service within the month if its access credentials were used to login to the Service or if its has actively used the Service, regardless of the time spent using the Service by such Authorized User within the month. You may add new Authorized Users to use the Service by creating new user accounts. Any changes to the User Subscription within a certain month shall be billed in full for such month. 7.3. Payment. You hereby authorize Us, either directly, through Our Affiliates or selected payment processing service, to charge You the Fees upon due date. We may request and collect payment (or otherwise charge, refund or take any other billing actions) from Your payment method or designated banking account, and to make any inquiries that We (or Our Affiliates or third-parties acting on Our behalf) may consider necessary to validate Your designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from Your credit card company or banking account (e.g., updated expiry date or card number as may be provided to Us by Your credit card company). You hereby agree to the terms and conditions of Stripe services available at https://stripe.com/en-cz/privacy. Unless expressly set forth herein, the Fees are non-cancelable and non-refundable. We will issue and send the invoice to You at the same time as the Fees become due. 7.4. Taxes. All Fees and other amounts payable by You under the Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by You hereunder, other than any taxes imposed on Our income. 7.5. Late Payment. If You fail to make any payment when due or We fail to collect the Fees when due, then in addition to other remedies: a) You shall reimburse Us for all costs incurred in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees, and b) if such failure continues for 7 days following written notice thereof, We may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to You or any other person by reason of such suspension. 7.6. Chargeback. We reserve the right to immediately suspend access to the Services, without prior notice, in the event We receive notice of a Chargeback (as defined below). Contacting Your bank or credit / debit card provider and rejecting, cancelling, or contesting the charge of any amount payable in connection with Your use of the Services (“Chargeback”) will be considered a breach of Your payment obligations under the Agreement. We also reserve the right to dispute any Chargeback received. We may take reasonable steps to restrict Your future access to Our Services if We believe that You have maliciously requested a Chargeback. 7.7. No Deductions or Setoffs. All amounts payable to Us under this Agreement shall be paid by You in full without any setoff, deduction, or withholding (including any withholding tax) for any reason. 7.8. Price List Changes. We may change the Price List, institute new fees or increase the Fees at any time by providing written notice to You. Any such change shall affect only Fees payable in the following month of use of the Service. 7.9. Inspection. We or Our nominee (including its accountants and auditors) may inspect Your use of the Services under the Agreement. All audits will be conducted in a manner that does not unreasonably interfere with Your business operations. You shall make available all such books, records, equipment, information, and personnel, and provide all such cooperation, as may be requested by or on behalf of Us. We shall only examine information directly related to Your use of the Service. If the inspection determines that Your use of the Services exceeded the usage permitted by the Agreement, You shall pay Us all amounts due for such excess use of the Service, plus interest on such amounts, as calculated pursuant to Section 7.6 If the inspection determines that such excess use equals or exceeds 10 % of permitted usage, You shall also pay to Us all costs incurred in conducting the inspection. You shall make all payments required under this Section within 15 days of the date of written notification of the inspection results.
CONFIDENTIALITY 8.1. Confidential Information. In connection with the Agreement each of us (“Disclosing Party”) may disclose or make available Confidential Information to the other one (“Receiving Party”). “Confidential Information” means information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, or pricing. 8.2. Exclusions. Confidential Information does not include information that: a) was known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement; b) was or becomes generally known by the public other than by the Receiving Party’s or any of its representatives’ noncompliance with this Agreement; c) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information. 8.3. Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall: a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; b) except as may be permitted, not disclose or permit access to Confidential Information other than to its representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with the Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under Section 8; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth therein; c) Notwithstanding any other provisions of the Agreement, the Receiving Party’s obligations under this Section 8 with respect to any Confidential Information that constitutes a trade secret under applicable law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under such applicable law other than as a result of any act or omission of the Receiving Party or any of its representatives. 8.4. Compelled Disclosures. If the Receiving Party or any of its representatives is compelled by applicable law to disclose any Confidential Information then, the Receiving Party may disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose. To the extent permitted by applicable Law, the Receiving Party shall notify the Disclosing Party in writing of such requirement.
INTELLECTUAL PROPERTY RIGHTS 9.1. Our Rights. All right, title, and interest in and to the Services, including all intellectual property rights therein, are and will remain with Us. With respect to third-party materials, the applicable third-party providers own all right, title, and interest in and to the third-party materials. You have no right, license, or authorization with respect to any of the Services except as expressly set forth in Section 3.1 or the applicable third-party license. We expressly reserve all other rights in and to the Services. You hereby unconditionally and irrevocably assign to Us all right, title, and interest including all intellectual property rights relating to the Resultant Data. 9.2. Customer Data. As between the two of us, You are and will remain the sole and exclusive owner of all right, title, and interest in and to all Your Data, including all intellectual property rights relating thereto.
REPRESENTATIONS AND WARRANTIES 10.1. Mutual Representations and Warranties. Each party represents and warrants to the other party that execution of the Agreement by its representative has been duly authorized by all necessary corporate or organizational action of such party; and when executed and delivered by both parties, the Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms. 10.2. Your Additional Warranties. You represent and warrant to Us that You own the necessary rights and consents relating to the Customer Data so that, as received by Us and processed in accordance with the Agreement, they do not and will not infringe, misappropriate, or otherwise violate any intellectual oroperty rights, or any privacy or other rights of any third party or violate any applicable law. 10.3. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 10.1, ALL SERVICES ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED UNDER THE APPLICABLE LAW, WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, BE AVAILABLE OR OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
INDEMNIFICATION 11.1. Our Indemnification. We shall indemnify You from and against damages incurred by You from any claim by a third party (other than an Affiliate of Yours) that Your use of the Services (excluding Your Data and Third-Party Materials) in accordance with this Agreement infringes such third party’s copyrights. The foregoing obligation does not apply to the extent that the alleged infringement arises from: a) Third-Party Materials or Your Data, b) access to or use of the Services in combination with any hardware, system, software, network, or other materials or service not provided by Us or specified for Your use in the Documentation, c) modification of the Services other than by or on behalf of Us or with Our prior written approval, d) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to You by or on behalf of Us, or e) act, omission, or other matter described in Sections 11.2 (a) – (d). 11.2. Your Indemnification. You shall indemnify, defend, and hold harmless Us and Our Affiliates, and each of Our respective officers, directors, employees, and agents (each, a “Provider Indemnitee”) from and against any and all Losses incurred by such Provider Indemnitee resulting from any action by a third party that arise out of or result from, or are alleged to arise out of or result from: a) Your Data, including any processing of it by or on behalf of Us in accordance with the Agreement; b) allegation of facts that, if true, would constitute Your breach of any of Your representations, warranties, covenants, or obligations under the Agreement; or c) negligence or more culpable act or omission (including recklessness or willful misconduct) by You, any Authorized User, or any third party on behalf of You or any Authorized User, in connection with the Agreement. 11.3. Indemnification Procedure. Each party shall promptly notify the other party in writing of any action for which such party believes it is entitled to be indemnified. The party seeking indemnification (“Indemnitee”) shall cooperate with the other party (“Indemnitor”) at the Indemnitor’s cost and expense. Indemnitor shall promptly assume control of the defense and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. Indemnitor shall not settle any action without Indemnitee’s prior written consent. If the Indemnitor fails or refuses to assume control of the defense of such action, Indemnitee shall have the right, but no obligation, to defend against such action, including settling such action, in each case in such manner and on such terms as the Indemnitee may deem appropriate. Indemnitee’s failure to perform any obligations under this Section 11.3 will not relieve the Indemnitor of its obligations under this Section 11. 11.4. Mitigation. If the Services are, or in Our opinion are likely to infringe third-party intellectual property right, or if Your or any Authorized User’s use of the Services is enjoined, We may, at Our option and expense: a) obtain the right for You to continue to use the Services materially as contemplated by the Agreement; b) modify or replace the Services to make them non-infringing, while providing materially equivalent functionality, in which case the modifications or replacements will constitute Services under the Agreement; or c) by written notice to You, terminate the Agreement with respect to all or part of the Services and require You to immediately cease any use of the Services or any specified part or feature thereof. 11.5. Sole Remedy. THIS SECTION 11 SETS FORTH YOUR SOLE REMEDIES AND OUR SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES OR ANY SUBJECT MATTER OF THE AGREEMENT INFRINGES OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTY.
LIMITATIONS OF LIABILITY 12.1. EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED UNDER THE APPLICABLE LAW, IN NO EVENT WILL WE OR ANY OF OUR LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 12.2. CAP ON MONETARY LIABILITY. TO THE MAXIMUM EXTENT PERMITTED UNDER THE APPLICABLE LAW, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF US AND OUR LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED 100 % THE TOTAL AMOUNTS PAID TO US UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR $1000, WHICHEVER IS LESS. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
TERM AND TERMINATION 13.1. Term. Agreement commences on the Effective Date and unless terminated earlier pursuant the Agreement’s express provisions, will continue for an indefinite term (“Term”). 13.2. Termination. In addition to any other express termination right set forth in the Agreement, either Party may terminate the Agreement, effective on written notice of termination to the other Party, even without stating any reason. 13.3. Effect. Upon termination of the Agreement, except as expressly otherwise provided herein: a) rights and licenses granted by Us to You hereunder will immediately terminate, b) upon expiry of additional 3 months, We may destroy and permanently erase all Your Data and Confidential Information, provided that, for clarity, this obligations does not apply to any Resultant Data, c) You shall immediately cease all use of the Services and within 15 days, or at Our written request permanently erase all Services and Our Confidential Information from all systems You directly or indirectly control, and certify to Us in writing that You have complied with this obligation, d) We may disable all Your and Authorized User access to the Services, e) all Fees that would have become payable had the Agreement remained in effect until expiration of the current month of use of the Service will become immediately due and payable, and You shall pay such Fees, together with all previously accrued but not yet paid Fees, on receipt of Our invoice therefor. 13.4. Surviving Terms. The rights and obligation of the parties in the Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement.
FINAL PROVISIONS 14.1. Notices. The requirement of written form is met if the electronic text with a simple electronic signature is delivered to the e-mail address of the other Party, or by other electronic means agreed by the parties. 14.2. Entire Agreement. Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of the Agreement and supersedes all prior and contemporaneous agreements, with respect to such subject matter. In the event of any inconsistency between the statements made in the T&C and its annexes, the following order of precedence governs: (a) first, the T&C, (b) second, the currently effective Price List, (c) third, the Documentation, (d) fourth, any other documents incorporated herein by reference. 14.3. Assignment. You may not assign or otherwise transfer any of Your rights or obligations under the Agreement, without Our prior written consent, provided that We may assign the Agreement as a whole or any of Our rights or obligations under the Agrteement without Your prior written consent. 14.4. Force Majeure. In no event will We be liable for any failure or delay in performance of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond Our reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake, war, terrorism, cyber-attack (including DDoS), invasion, embargoes, strikes, passage of law, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. We may terminate the Agreement if a Force Majeure Event continues for a period of 30 days or more. 14.5. Amendment. We may revise and update the T&C and other documents referred therein from time to time in Our sole discretion. We will inform You about all the changes via email address provided upon registration. If You do not agree with the changes made, You may terminate the contract with 30 days notice. All Your rights under applicable law will be preserved. 14.6. Severability. If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, we shall negotiate in good faith to modify the Agreement so as to effect the original intent to the greatest extent possible. 14.7. Governing Law; Submission to Jurisdiction. Agreement is governed by and construed in accordance with the internal laws of Czech Republic without giving effect to any choice or conflict of law provision. Any legal suit, action, or proceeding arising out of or related to the Agreement will be instituted exclusively in the courts of the Czech Republic, and each of us irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.