SkySnap Terms and Conditions of Service

Please read these Terms and Conditions of Service (“TOS” or “Terms” or “Agreement”) before using or accessing in any form or manner any of the services or any of the products available through or in connection with the website operated by SkySnap Ltd. (the “Company”) (https://SkySnap.com) (the “Company’s Website”) or have been otherwise made available.

The Company’s legal name is SkySnap sp. z o.o. The Company is incorporated under the laws of Poland, with registered office located at Aleje Jerozolimskie 81, 02-001 Warsaw, entered into the register of entrepreneurs maintained by the District Court for the capital city of Warsaw, 12th Commercial Division of the National Court Register under the KRS number: 0000579696, Tax ID No (NIP): 5223040482, with share capital of PLN 16400 PLN.

THE USE OF AND ACCESS TO THE SKYSNAP PLATFORM (AND ANY ASSOCIATED SOFTWARE) AND PRODUCTS AND SERVICES DESCRIBED ON CUSTOMER’S ORDER FORM(S) (THE “ORDER FORM” AND COLLECTIVELY, THE “SERVICES”) PROVIDED BY SKYSNAP LTD. AND ITS AFFILIATES (“SKYSNAP” OR “COMPANY”) IS CONDITIONED UPON COMPLIANCE WITH AND ACCEPTANCE OF THESE TERMS AND CONDITIONS, INCLUDING USE IN ACCORDANCE WITH THE CURRENT VERSION OF ANY SUPPORTING TECHNICAL DOCUMENTATION PROVIDED BY SKYSNAP OR AVAILABLE ON SKYSNAP’S WEBSITE (HTTPS://WWW.SKYSNAP.COM/).

THESE TERMS AND CONDITIONS AND ALL ORDER FORMS AND POLICIES INCORPORATED HEREIN BY REFERENCE (THE ”TERMS” OR THE “AGREEMENT”) SHALL CONSTITUTE A BINDING AGREEMENT BETWEEN SKYSNAP AND YOURSELF, A CUSTOMER WHICH HAS LICENSED ANY SERVICES FROM SKYSNAP, OR FROM THE SKYSNAP’S RESELLERS OR DISTRIBUTORS (“CUSTOMER“). BY PURCHASING, USING, OR OTHERWISE ACCESSING ANY OF THE SERVICES, CUSTOMER EXPRESSLY AGREES TO BE BOUND BY THESE TERMS. THE SERVICES ARE NOT AVAILABLE TO PERSONS WHO ARE NOT LEGALLY ELIGIBLE TO BE BOUND BY THESE TERMS. SKYSNAP AND CUSTOMER SHALL ALSO BE REFERRED EACH AS A “PARTY” OR THE “PARTIES” AS APPLICABLE.

The “Products and Services” shall mean the products and services to be provided by Company to Customer hereunder on a ‘Software-as-a-Service’ basis, as well as other related services as may be agreed from time to time.

Customer hereby agrees to abide, and acknowledges that it is bound, by these Terms, by either of the following: (i) executing a written order for the Services to be issued by Customer to Company, from time to time under and subject to these Terms, in a form provided by Company, setting forth the Products and Services ordered by Customer and the applicable fees therefor and other commercial terms, all subject to Company’s acceptance (“Order Form“) or (ii) using any of the Products and Services in any form and manner. The earliest date of the foregoing, shall be deemed as the “Effective Date”.

These Terms together with all Order Forms represent the Parties’ entire understanding regarding the Customer’s use of any Products and Services. In the event of a conflict or discrepancy between these Terms and an Order Form, other than prices, quantities and delivery schedule, the terms of this Agreement shall control and prevail.

SkySnap Terms and Conditions of Service

• A. Use of the Products and Services
• B. Fees and Payment
• C. Representations and Warranties
• D. Intellectual Property
• E. Indemnification
• F. Limitation Of Liability; Disclaimer of Warranties
• G. Changes to Products and Service
• H. Term and Termination
• I. Data Security
• J. Governing Law and Jurisdiction
• K. Data Protection Regulation (GDPR)
• L. Anti-Money Laundering (AML) Compliance
• N. Miscellaneous

1. Grant of a Limited Right of Use. Subject to full payment of the applicable Fees (as defined in Section “Fees and Payment” below) and subject to the other provisions of these Terms and Customer’s compliance therewith, Company hereby grants the Customer a limited, non-exclusive and non-transferable right, during the Subscription Term, to access, the Products and Services chosen by Customer under the applicable Order Form, for its internal business purposes, and to permit Authorized Users to use such Products and Services, subject to these Terms. All rights in the Products and Services not expressly granted hereunder are reserved to the Company (or its licensors as between Company and such licensors).

2. Scope of the Service. Company shall make commercially reasonable efforts to render and provide the Products and Services agreed in the Order Form, all in accordance with these Terms. The access and use rights granted to Customer hereunder are limited to the Products and Services chosen by Customer under the applicable Order Form and to retrieval of such Products and Services by Authorised Users only. Customer shall have no right pursuant to this Agreement to distribute any of the Products and Services, in whole or in part.

3. Authorised Users. Customer shall be allowed to enable access to the Products and Services only to Customer’s personnel or Customer’s affiliates’ personnel who are specifically authorised by Customer to access the Products and Services, and up to the maximum number approved by the Company in the applicable Order Form (“Authorised Users”). With respect to Authorised Users, Customer undertakes that: (i) it will not allow or suffer that a user subscription purchased by Customer entitles a specific Authorised User to access and use the Products and Services in accordance with these Terms, to be used by any other individual other than the Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Products and Services; (ii) each Authorised User shall keep a secured password for his or her use of the Products and Services; and (iii) Customer shall not knowingly allow an Authorised User to breach any terms of these Terms or of any use or service policy of Company, each as updated by Company from time to time, provided such terms and policy are shown to the Authorised User through the Company’s Website.

4. Restrictions. The Customer shall not and shall cause all Authorised Users not to: (i) except as may be expressly permitted by these Terms, permit any third party to access or use of any of the Products and Services or use the same on behalf of any third party (which includes operating any form of facility on behalf of any third party or operating a software bureau or similar service); (ii) modify, adapt, edit, alter, abridge, translate, or otherwise change in any manner the content of any of the Products and Services, nor shall Customer create derivative works from any of the Products and Services; (iii) copy (other than one back-up copy to be kept indefinitely pursuant to these Terms), distribute, publicly display, transmit, sell, rent, lease, sublicense, loan (or grant any third party access to or use of) or otherwise exploit any of the Products and Services to any purpose other than the purpose explicitly authorised hereunder; (iv) create Internet “links” to any of the Products and Services or “frame” or “mirror” any of the Products and Services on any other server or wireless or Internet-based device. Except to the extent explicitly permitted by Company hereunder or under an Order Form; (v) attempt to discover or gain access to the source code for the software underlying any of the Products and Services or reverse engineer, decode, modify, decrypt, extract, disassemble or decompile such software (including without limitation in order to (1) build a competitive product or service; (2) build a product using similar ideas, features, functions or graphics of any of the Products and Services; or (3) copy any ideas, features, functions or graphics of any of the Products and Services); (vi) employ any hardware, software, device or technique to pool connections or reduce the number of devices or users that directly access or use any of the Products and Services (sometimes referred to as ‘virtualization’, ‘multiplexing’ or ‘pooling’) in order to circumvent any restrictions on the scope of authorized use hereunder; (vii) obscure, amend or remove any copyright notice, trademark or other proprietary marking on, or visible during the operation or use of any of the Products and Services or underlying software; (viii) attempt to gain unauthorized access to or interfere with the proper working of any of the Products and Services or an underlying software and, in particular, must not attempt to circumvent security, license control or other protection mechanisms, or tamper with, hack into or otherwise disrupt any of the Products and Services or an underlying software or any associated website, computer system, server, router or any other internet-connected device; (ix) provide false identity information to gain access to or use any of the Products and Services; (x) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Customer Data transmitted through any of the Products and Services; or (xi) use any of the Products and Services to: (1) upload, store, post, transmit, distribute, link to or otherwise make available, or advertise or promote any content that infringes any Intellectual Property Rights or data protection, privacy or other rights of any other person, is defamatory or in breach of any contractual duty or any obligation of confidence, is obscene, sexually explicit, threatening, abusive, harassing, inciteful of violence or hatred, blasphemous, discriminatory (on any ground), liable to cause anxiety, alarm or embarrassment, knowingly false or misleading, or that does not comply with all applicable laws and regulations or is otherwise objectionable or prohibited as set out in any acceptable use policy published online through the Company’s Website, as updated by Company from time to time (“Prohibited Content“); (2) impersonate any person or entity or otherwise misrepresent the Customer’s relationship with any person or entity; (3) engage in any fraudulent activity or further any fraudulent purpose; (4) provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the government of Poland or the United Stated as a foreign terrorist organization; (5) transmit or distribute any unsolicited or unauthorized advertising, marketing or promotional material or other form of solicitation (spam); (6) transmit or distribute any virus and/or other code that has contaminating or destructive elements; (7) otherwise engage in any unlawful activity; or (8) attempt to override or circumvent any of the usage rules embedded into any of the Products and Services.

5. Login Credentials to Service. In order to use the Products and Services, Customer will need to open an account (“Account”). As part of the registration process, Customer is required to provide certain information and create a password. All information provided by Customer shall be retained in accordance with Company’s privacy policy available on the Company’s Website, as may be updated by Company from time to time. Customer may choose to authorise Customer’s employees to access Customer’s Account up to the maximum number approved by the Company under the Order Form. Each such user shall have its own user identifications and passwords. Customer will be responsible for all Authorised Users added by Customer, to Customer Account, as well as their compliance with these Terms, and all applicable laws and regulations.

6. Fees. Unless otherwise provided in the applicable Order Form or Documentation, the Services are purchased as subscriptions for the term stated in the applicable Order Form. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Company regarding future functionality or features.

In consideration for the rights granted herein, commencing on the Effective Date, Customer shall pay Company the fees listed in the applicable Order Form (the “Fees”). All fees are as set forth on the Order Form and shall be paid by Customer within 3 days of the effective date of the Order Form, unless otherwise specified on such Order Form. Payment obligations are non-cancelable, and fees are non-refundable. Customer shall pay all Fees in U.S. Dollars or in such other currency as agreed to under an Order Form.

7. Taxes. All fees are exclusive of taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties.

8. Late Payments. If Company has not received payment by the applicable due date detailed under an Order Form, and without prejudice to any other rights and remedies of Company under these Terms or any applicable law, Company may, without liability to the Customer: (i) suspend access, including by disabling the Customer’s Account, to all or part of any of the Products and Services and Company shall be under no obligation to provide any or all of the Products and Services while such invoice(s) concerned remain unpaid. All late payments shall incur interest from the day on which such Fees were due until their actual payment, at the higher rate of (i) %5 per month, or (ii) the maximum legal rate permissible under applicable law.

9. Reciprocal Representations. Each of Company and Customer represents and warrants (a) that it is duly organised, validly existing and in good standing under the laws of its jurisdiction of incorporation or organisation or if Customer is a person, Customer declares he/she is over the age of 18 (eighteen); and (b) that the execution and performance of these Terms will not conflict with or violate any provision of any applicable law or an existing binding agreement, order issued by any governmental authority or regulation.

10. Company Warranties. Company warrants that the Products and Services shall, under normal operating conditions, substantially conform to the functionality described in the specification set out on the relevant product pages on the Company’s Website, as may be updated by Company from time to time.

11. Customer Representations. Customer represents and warrants that the Customer owns, or has all required rights to, the Customer Data (as defined under Section ‎2 below) and is fully allowed to transmit the Customer Data to the Company through the Products for the provision of the Services and to grant Company all rights granted in relation to the Customer Data under these Terms. Customer shall remain solely responsible and liable for, and shall release and indemnify Company from, any and all liability arising from, the Company’s use of the Customer Data as permitted under these Terms. Customer acknowledges that the Products and Services do not operate as an archive or file storage service and Company does not store Customer Data provided, and therefore Customer is solely responsible for the backup of its Customer Data.

12. Definitions. Under these Terms, the following shall have the meaning ascribed to them:

12. 1 “Company Content” shall mean all data, information and material owned by Company or licensed to Company or any of its affiliates and comprised within the Products and Services, but excluding Customer Data;

12.2 “Customer Data” shall mean any and all data, information and material input or uploaded to the Products or transmitted through the Services by the Customer and/or any Authorised User;

12.3 “Intellectual Property Rights” shall mean unpatented inventions, patent applications, patents, patentable rights, copyright, design rights, utility models, trademarks (whether or not any of the above are registered), trade names, rights in domain names, service marks, mask work rights, rights in inventions, rights in data, database rights, rights in know-how, and other trade secret rights and confidential information, including the goodwill connected with the use of and symbolised by the foregoing, and any and all other intellectual and industrial property, derivatives thereof, and similar or analogous rights existing under the laws of any country and all pending applications for and right to apply for or register the same (present, future and contingent, and including all renewals, extensions, revivals and all accrued rights of action and retain damages, costs and attorneys’ fees).

13. Company Intellectual Property Rights. The Products, Services, all underlying software and Company Content, are copyrighted, trade secrets and confidential information of Company or its licensors and are protected by applicable copyright laws. Company and/or its licensors maintain exclusive title to all Intellectual Property Rights in The Products, Services, all underlying software, Company Content and all copies thereof, including any and all modifications, improvements, derivatives and/or enhancements to any and all of the foregoing, and all specifications, designs, programs and utilities provided by Company hereunder. Further, Company is the exclusive owner of any and all Company’s brands, trademarks and logos. Except as expressly permitted hereunder, Customer may not use any of Company’s Intellectual Property Rights without Company’s prior written consent. Nothing hereunder shall cause the ownership of any Intellectual Property Rights belonging to one Party to be transferred to the other and in no event shall the rights granted hereunder be construed as granting Customer expressly or by implication, estoppel or otherwise, a right or licence to any Company Intellectual Property Rights other than as expressly granted herein. The Customer shall promptly bring to the attention of Company any improper or wrongful use of any Intellectual Property Rights of Company which comes to the Customer’s attention. The Customer shall reasonably assist Company (at Company’s expense subject to the terms herein) in taking all steps to defend Company’s Intellectual Property Rights.

14. Customer Intellectual Property Rights. The Customer and/or its licensors shall, as between the Parties, remain the owner of all Intellectual Property Rights in the Customer Data. The Customer hereby grants Company, free of charge, a royalty-free, worldwide, non-exclusive licence to use the Customer Data only to such extent as is necessary to enable Company to provide the Services and to perform its obligations hereunder, including rights to modify a copy of the data and a right for Company to share the data with third party providers in any manner, in order to provide the Services and in accordance with the Company’s privacy policy available on Company’s Website, as may be updated by Company from time to time. If this Agreement is terminated, the foregoing licence will automatically terminate. Company shall not receive any ownership rights in and to the Customer Data.

15. Customer acknowledges that in order to provide the Services, Company may transform Customer Data to anonymized aggregated information. All anonymized aggregated information shall not be considered as Customer Data and all rights to this data shall vest with Company, provided that Company may not use such anonymized aggregated data in a manner that links any person or the Customer to such anonymized aggregated information without Customer’s prior written approval.

16. Feedback. Company may, at its discretion and for any purpose, freely use, modify, and incorporate into the Products and Services any feedback, comments, or suggestions Customer or Authorised Users (other than Customer Data), provided to Company (if any), without any additional obligation to Customer or Authorised Users.

17. The provisions of this Section shall survive the termination or expiration of this Agreement.

18. Company Infringement Indemnity.

18.1 Sole Remedy. THIS SECTION ‎E SETS FORTH CUSTOMER’S SOLE REMEDIES AND COMPANY’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

18.2 Company shall (a) defend Customer and its shareholders, directors, officers, employees, successors and assigns (collectively, the “Customer Indemnitees”) from and against any claim by a third party alleging that the technology underlying the Services, when used as authorised under this Agreement, directly infringes such third party’s copyright, U.S. patent, or trademark and (b) in relation to such claim, indemnify and hold harmless the Customer Indemnitees from any damages and costs finally awarded or agreed to in settlement by Company (including reasonable attorneys’ fees). If Customer’s use of the Services is, or in Company’s opinion is likely to be, enjoined due to the type of infringement specified above, if required by settlement, or if Company determines such actions are reasonably necessary to avoid material liability, Company may, in its sole discretion: (i) substitute substantially functionally similar products or services; (ii) procure for Customer the right to continue using the Services; or if (i) and (ii) are not commercially reasonable, (iii) terminate the Agreement and refund to Customer the fees paid by Customer for the portion of the subscription term which was paid by Customer but not rendered by Company. The foregoing indemnification obligation of Company shall not apply: (1) if the Services are modified by any party other than Company, but solely to the extent the alleged infringement is caused by such modification; (2) the Services are combined with other services or processes not authorised by Company, but solely to the extent the alleged infringement is caused by such combination; (3) to any unauthorised use of the Services; (4) to any action arising as a result of Customer Data or any third-party components contained within or operating with the Services; or (5) if Customer settles or makes any admissions with respect to a claim without Company’s prior written consent.

19. Customer Indemnification. Customer shall (a) defend Company and its shareholders, directors, officers, employees, successors and assigns (collectively, the “Company Indemnitees”) from and against any claim by a third party alleging that the Customer Data, or Customer’s use of the Services in breach of this Agreement infringes or misappropriates such third party’s intellectual property rights or violates applicable laws, and (b) in relation to such claim, indemnify and hold harmless the Company Indemnitees from any damages and costs finally awarded or agreed to in settlement by Customer (including reasonable attorneys’ fees).

20. Indemnification Procedures. The obligations of each indemnifying party are conditioned upon receiving from the party seeking indemnification: (i) prompt written notice of the claim (but in any event notice in sufficient time for the indemnifying party to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defence and settlement (except that the indemnifying party may not settle any claim unless it unconditionally releases indemnified party of all liability) of such claim; and (iii) all reasonable assistance of the indemnified party, at indemnifying party’s expense.

21. TO THE EXTENT PERMITTED BY APPLICABLE LAW, OTHER THAN AS EXPLICITLY STATED UNDER THIS AGREEMENT, THE PRODUCTS AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS. COMPANY DOES NOT WARRANT THAT THE PRODUCTS AND/OR THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT THE PRODUCTS AND SERVICES OPERATION WILL BE SECURED AT ALL TIMES, UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES, BUGS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PRODUCTS AND SERVICES LIMITATIONS. TO THE EXTENT ALLOWED BY APPLICABLE LAW, EXCEPT FOR WARRANTIES EXPLICITLY PROVIDED UNDER THESE TERMS, COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY OF THE PRODUCTS AND/OR THE SERVICES, RELIABILITY, SYSTEM INTEGRATION, NON-INTERFERENCE, AND/OR FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT OFFER ANY WARRANTY OR MAKES ANY REPRESENTATION REGARDING ANY CONTENT, REPORTS, INFORMATION, OR RESULTS THAT CUSTOMER OBTAINS THROUGH USE OF THE PRODUCTS AND SERVICES (COLLECTIVELY, “REPORTS”), OR THAT THE REPORTS ARE COMPLETE OR ERROR FREE. COMPANY SHALL NOT BE RESPONSIBLE FOR UNAUTHORISED ACCESS TO OR ALTERATION TO THE CUSTOMER DATA TO THE EXTENT THAT SUCH ACCESS OR ALTERATION IS NOT DUE TO COMPANY’S WILFUL MISCONDUCT OR GROSS NEGLIGENCE.

22. NEITHER COMPANY, ITS LICENSORS, AFFILIATES, DISTRIBUTORS OR RESELLERS SHALL BE LIABLE WHETHER UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, TO CUSTOMER OR ANY THIRD PARTY (INCLUDING THE CUSTOMER’S AUTHORISED USERS) FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO, ANY LOSS OR DAMAGE TO BUSINESS EARNINGS, LOST PROFITS OR GOODWILL AND LOST OR DAMAGED DATA OR DOCUMENTATION), SUFFERED BY ANY PERSON, ARISING FROM, RELATED OR CONNECTED TO, ANY USE OF OR INABILITY TO USE THE PRODUCTS AND/OR THE SERVICES, EVEN IF A PARTY HAS BEEN ADVISED OF POSSIBILITY OF SUCH DAMAGES. OTHER THAN IN EVENTS OF WILFUL MISCONDUCT, IN NO EVENT SHALL COMPANY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED, IN THE AGGREGATE, THE LESSER OF: (I) THE TOTAL AMOUNTS ACTUALLY PAID TO COMPANY UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM, OR (II) $10,000. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE COMPANY’S AGGREGATE LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW.

23. Company may from time to time change the layout, design, form, features or nature of any of the Products and Services or the availability of the content and functions included therein. Customer hereby agrees and acknowledges that Company shall not be liable for any errors or malfunctions that may occur in connection with the performance of such changes.

24. Term. This Agreement shall become effective on the Effective Date and unless terminated earlier in accordance herewith, shall continue for a period of 12 months thereafter (“Initial Term”). The Initial Term shall be automatically renewed for additional periods of 12 months (the “Renewed Term(s)”, and together with the Initial Term, the “Subscription Term”), unless either Party notifies the other in writing, at least 30 (thirty) days prior to the end of the Initial Term or any Renewed Term, of its decision not to renew this Agreement as aforesaid .

25. Termination. Without derogating from any other provision herein, these Terms may be terminated by either Party: (i) if the other Party commits a material breach of any provision of these Terms or an Order Form and fails to remedy such breach within fifteen (15) days of receiving written notice thereof by the non-breaching Party; or (ii) if a receiver is appointed over any assets of the other Party or if the other Party makes any arrangement with its creditors or becomes subject to an administration order or goes into liquidation or anything equivalent to the foregoing under any jurisdiction or ceases to carry on business. In addition, Company may, without liability, terminate these Terms and any Order Form with an immediate effect, or alternatively, suspend access to and use of the Products and Services, by giving the Customer written notice, in the event of: (i) late payment, as described in Section 8 above; or (ii) breach by Customer or an Authorised User of any provision of Section A above, or (iii) if Company reasonably believes that Customer is using the Products and Services in a manner that may cause harm to Company or any third party. Any suspension by Company of access to and use of the Products and Services pursuant to this Section 25 shall not excuse Customer from its obligation to make payments under these Terms and any Order Form related thereto. In addition, Company may terminate any engagement with the Customer upon 60 (sixty) days prior written notice unless agreed otherwise under an Order Form.

26. Effect of Termination. Upon expiry or termination of these Terms for any reason whatsoever: (i) the Customer and all Authorised Users shall immediately cease to access, and discontinue all use of, the Products and Services and all rights granted to Customer and all Authorised Users herein shall expire; (ii) all pending amounts to Company by the Customer shall become immediately due and payable; (iii) any accrued rights or liabilities which either Party may have by the effective termination date shall remain unaffected; and (iv) provisions contained in these Terms that are expressed or by their sense and context are intended to survive the termination or expiry of these Terms shall so survive such termination or expiry.

27. Data Security. The Parties shall comply with all applicable laws and regulations pertaining to data security and privacy. Company shall use reasonable measures to protect Customer Data, which shall however be at least compliant with SOC 2. Customer warrants that such data shall have been obtained and shall be provided or made available to Company in compliance with all applicable laws and regulations, including by obtaining all necessary consents (as applicable) from data subjects whose data is provided or made available giving consent, as may be necessary to permit Company to provide the Service and perform its obligations hereunder.

28. Privacy Policy. Company shall only process information in accordance with its privacy policy, as made available on Company’s Website, as may be updated from time to time by Company (the “Privacy Policy”).

J. Governing Law and Jurisdiction

29. This Agreement and the relationship between the Parties shall be governed by the laws of the State of Poland without regard to its conflict of law provisions. Any dispute or claim arising out of or in connection with this Agreement will be submitted to the exclusive jurisdiction of the competent courts in Warsaw, Poland. Notwithstanding the aforementioned, a Party will be entitled, in addition to any other rights available under this Agreement or at law or in equity, to apply for immediate injunctive relief in order to protect its Intellectual Property Rights, in any jurisdiction it deems fit and without any requirement to prove damages.

K. Data Protection Regulation (GDPR)

30. GDPR Compliance. The Company and the Customer agree to comply with all applicable data protection laws, including the General Data Protection Regulation (GDPR). The Company shall process personal data on behalf of the Customer only as outlined in this Agreement, and in accordance with applicable laws and the Company’s Privacy Policy.

31. Data Processing Roles and Responsibilities

31.1. Roles: The Customer is the data controller for personal data it submits or transmits through the Products and Services, and the Company acts as a data processor on behalf of the Customer, except where the Company determines the means and purposes of processing.

31.2. Customer’s Obligations: The Customer agrees to ensure it has a lawful basis for processing all personal data provided to the Company and has obtained necessary consents or has other valid grounds for such processing in accordance with GDPR.

31.3. Company’s Obligations: The Company will only process personal data on documented instructions from the Customer, unless otherwise required by applicable law, and will notify the Customer if it believes any instruction violates GDPR.

32. Rights of Data Subjects. The Company shall assist the Customer, where reasonably possible, in responding to data subject requests under GDPR, including requests for access, rectification, erasure, restriction, data portability, and objection. The Customer shall be responsible for notifying data subjects of their rights, and managing data subject requests in accordance with applicable laws.

33. Security of Personal Data. The Company shall implement and maintain appropriate technical and organisational security measures to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorised disclosure, or access. Such measures may include, but are not limited to, encryption, access controls, regular audits, and pseudonymization where appropriate.

34. Data Breach Notification. In the event of a personal data breach affecting Customer Data, the Company shall notify the Customer without undue delay, and, where feasible, within 72 hours of becoming aware of the breach. The notification shall include sufficient information to allow the Customer to meet its obligations to report the breach to the relevant supervisory authority and/or data subjects as required by GDPR.

35. Sub-processors. The Company may engage sub-processors to assist in processing personal data on behalf of the Customer, provided that (i) the Company has entered into a written agreement with such sub-processors ensuring that they comply with data protection obligations equivalent to those imposed on the Company under this Agreement, and (ii) the Customer is informed of any intended changes to the use of sub-processors, giving the Customer the opportunity to object.

36. International Data Transfers. The Company shall ensure that any transfer of personal data outside the European Economic Area (EEA) is conducted in compliance with GDPR. This includes utilising appropriate safeguards, such as Standard Contractual Clauses (SCCs), to ensure adequate protection of personal data transferred outside the EEA.

37. Data Processing Addendum (DPA). For personal data processed under this Agreement, the Parties agree to enter into a Data Processing Addendum (DPA) that details the scope, nature, purpose, and duration of the processing, as well as the types of personal data and categories of data subjects involved.

38. Data Retention and Deletion. Upon termination or expiration of this Agreement, the Company shall, at the Customer’s choice, delete or return all personal data to the Customer, except where retention is required by applicable law. The Company will also delete existing copies unless storage is required by applicable law.

39. Audit and Compliance. The Company shall maintain records of all processing activities conducted on behalf of the Customer as required under GDPR. Upon reasonable request, the Company shall provide information necessary to demonstrate compliance with its data protection obligations and will allow for and contribute to audits or inspections conducted by the Customer or an independent auditor appointed by the Customer, as permitted under GDPR.

40. Liability and Indemnity. Each Party shall be liable for its own breaches of GDPR and shall indemnify the other Party against any and all damages, losses, costs, and expenses arising from such breaches, to the extent permitted by applicable law.

L. Anti-Money Laundering (AML) Compliance

41. Compliance with AML Laws. The Company is committed to compliance with all applicable Anti-Money Laundering (AML) laws, regulations, and requirements, including those mandated by the European Union’s AML Directives and local Polish laws. The Company shall take reasonable steps to prevent the use of its services for any illegal activities, including money laundering, terrorist financing, and other financial crimes.

42. Customer Due Diligence (CDD). To comply with AML regulations, the Company may conduct Customer Due Diligence (CDD) procedures on all Customers. This may include verifying the identity of Customers and obtaining information regarding the nature and purpose of the business relationship. The Company reserves the right to request additional information or documentation to verify Customer identities and to perform due diligence checks at its sole discretion.

The Customer agrees to provide accurate, up-to-date information and to cooperate with the Company in fulfilling its AML obligations. Failure to provide requested information may result in delays, suspension, or termination of services.

43. Enhanced Due Diligence (EDD). In cases where the Company identifies higher risks, including transactions involving politically exposed persons (PEPs) or transactions from high-risk jurisdictions, the Company may conduct Enhanced Due Diligence (EDD). The Company reserves the right to conduct additional scrutiny on such accounts and may request further information or supporting documentation as deemed necessary.

44. Transaction Monitoring. The Company monitors transactions for suspicious activity and reserves the right to investigate any transactions it deems unusual, suspicious, or indicative of potential money laundering or other financial crimes. The Company may suspend or terminate any transaction or account that it reasonably believes to be involved in unlawful activity, without prior notice to the Customer.

45. Suspicious Activity Reporting (SAR). The Company may be legally obligated to report suspicious activities to relevant regulatory authorities, including any transactions that are suspected to involve money laundering, terrorist financing, or other illicit activities. The Company shall not inform the Customer about any such reports, as prohibited by law.

46. Prohibited Activities. The Customer agrees not to use the Company’s Products and Services to facilitate any activity that violates AML laws or regulations. Prohibited activities include, but are not limited to, conducting or facilitating transactions involving the proceeds of crime, funding terrorism, or other activities in violation of applicable AML laws.

47. Account Suspension and Termination. The Company reserves the right to suspend or terminate Customer accounts or transactions, without liability, where it reasonably suspects involvement in illegal or prohibited activities, or failure to comply with AML requirements, including failure to provide requested information or documentation.

48. Customer’s Acknowledgment and Consent. By using the Company’s Products and Services, the Customer acknowledges and agrees to the Company’s AML policies and procedures and consents to the Company conducting CDD, EDD, transaction monitoring, and SAR in accordance with applicable laws and regulations.

M. Force Majeure

49. Neither Party shall be liable for any failure to perform its obligations under this Agreement if such failure results from circumstances beyond the Party’s reasonable control, including but not limited to acts of God, war, natural disasters, strikes, or governmental actions.

N. Miscellaneous

50. Any notices or communications under these Terms to Customer will be addressed to the electronic addresses specified in the Order Form, as may be updated from time to time, and will be deemed delivered immediately upon sending in the case of electronic mail and three days after mailing in the case of standard written mail. Either Party’s failure to exercise or enforce any right or provision of these Terms or an Order Form will not constitute a waiver of such right or provision. If any provision of these Terms or an Order Form is found by a court of competent jurisdiction to be invalid, the Parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and agree that the other provisions of these Terms or an Order Form remain in full force and effect. Neither party will be liable to the other for any delay or failure in performance under these Terms or an Order Form (other than failure to pay any amounts due) resulting directly or indirectly from acts of nature or causes beyond its reasonable control (Force Majeure). On performance of these Terms and any Order Form Company and Customer are acting as independent contractors. No Party is an agent of the other Party. This Agreement does not establish a joint venture, partnership, agency or employment relationship. No Party has any right or authority to create any obligation, representation, or responsibility on behalf of the other Parties. No third party is a beneficiary of this Agreement. Customer shall not sub-license or assign, sub-contract, or delegate any or all of its rights or its obligations under this Agreement without the prior written consent of the Company. Company may assign, sub-contract, or delegate any of its rights or its obligations under this Agreement, as long as the rights of Customer under this Agreement shall not be materially prejudiced.