1. The Agreement
1.1. Please read carefully these terms and conditions (the “Agreement”) before creating any account and/or using any Services (as defined below). Please also read carefully the Data Protection Addendum (the “DPA”) which along with any additional terms you agree to, pursuant to this Agreement or by turning on specific features, are included as part of this Agreement.
1.2. This agreement is a mandatory, legal and valid agreement between the Company CUSTIFY S.R.L, having its headquarters in Romania, Bucharest, 4th Spineni Street, 8th floor, ap. 72, district 4, ordering number at the Trade Registry J40/15961/2017, CIF RO38229657, email firstname.lastname@example.org (hereinafter referred to as “Custify” and/or "we" and/or "our” and/or "us"), and you (hereinafter referred to as the “Customer” and/or “you” and/or “your” and/or the “user”), regarding (the use of) the Services. Custify and you are hereinafter also referred to individually as a “Party” and collectively as the “Parties”. This Agreement also includes any replacement and/or amendment thereof by Custify. The person that has accepted these terms and conditions on behalf of a company or other legal person, represents and warrants that has the authority to bind that company or that legal person to this Agreement.
1.3. By signing up for the Customer account and/or by pressing any (acceptance) button and/or ticking a box, in this sense and/or using any Services, you expressly and unconditionally accept all the terms and conditions of this Agreement and you undertake yourselves to fully and adequately respect them. If you do not wish to fully and adequately respect the terms and conditions of this Agreement, including as they will be replaced or amended from time to time, do not use (any longer) any of the Services.
2. Custify Services
2.1. The Services (the “Services” or the “Custify Services”) means the Custify’ software-as-a-service solution(s), including (a) the interface(s) (the “Dashboard” or the “Interface”) for accessing and using the Services, accessible through the website app.custify.com (the “Site”) and/or through any available Custify’ mobile application (the “Custify’Apps”); (b) the Custify’Apps; (c) any software or any Custify application programming interfaces (“API”) that is made available to you by Custify and used in any way by you in connection with the Services; (d) the products, services and/or any features made available or provided to you by Custify in relation with the Services; and (e) the content, text, data, documents, descriptions, products, graphics, photos, sounds, videos, interactive features, contained in or made available through the Services (the “Content”).
2.2. The Services are designated to be used solely for the purpose of processing the Customer Data according with the present Agreement.
2.3. Customer Data
2.3.1. Customer Data means any data of any type that is transmitted to/through the Services by or on behalf of the Customer, including from third party platforms.
2.3.2. The Customer shall be fully responsible for any Customer Data transmitted by any person and/or from third party platforms, as if it was submitted by the Customer.
2.3.3. The Customer will retain all right, title and interest in and to the Customer Data provided.
2.3.4. You bear all responsibility and liability for the accuracy, completeness, correctness, content, quality, integrity, legality, reliability, appropriateness and intellectual property ownership or right of all Customer Data and for any other data provided to the Services and/or directly to Custify.
2.3.5. You represent and warrant to Custify that (when using the Services): (a) you (will) have all necessary rights, consents, permissions, title, interests and license rights, to collect, share, use and/or otherwise process all Customer Data, as mentioned in the Agreement and/or as otherwise processed (by you) through (the use of) the Services; (b) you have the right to grant to Custify the rights mentioned in the present Agreement; (c) no Customer Data nor the use of the Customer Data in connection with the Services, will violate and/or infringe any third party intellectual property right(s) and/or privacy rights and/or any or other rights of the users and/or of any third party and/or any law(s), and/or will be libellous, defamatory, obscene, pornographic, harassing, hateful, offensive or otherwise violate any right of the users and/or of any third party and/or contain a virus, Trojan horse, worm, or other computer programming routine or engine intended to detrimentally interfere with any system, data or information; (d) you (will) comply with all applicable laws relating to processing and protecting any data and especially personal data, including without limitation the GDPR; e) you (will) comply with all applicable laws concerning the respect for private life and the protection of personal data in electronic communications; (f) without affecting the generality of the foregoing you have made and you will make all required notifications and information and obtained all required consents and authorizations from users relating to the processing of their (personal) data (through the Services); (g) you are responsible for assessing whether or not the Services are appropriate for your use with respect to your obligations under any applicable laws or regulations; (h) you will comply with all applicable laws and regulations that apply to the countries to which you transmit data through use of the Services; (i) you will not transmit and/or otherwise process any Customer Data that you do not have a right to transmit and/or otherwise process, as the case may be.
2.3.6. All Customer Data transmitted or otherwise processed through the Services is the sole responsibility of the Customer and Custify does not assume any liability for any Customer Data.
2.3.7. Customer hereby grants Custify a non-exclusive, worldwide, transferable, royalty-free right to use, copy, store, transmit, modify and create derivative works of and otherwise process, the Customer Data solely to the extent necessary to provide the use of the Services to Customer, according with the present Agreement.
2.3.8. Except otherwise expressly included into a paid subscription plan, all the Customer Data events will be automatically deleted after 180 days after Custify receive them. You have the right to delete any Customer Data available through the Services at any time, as long as the Agreement is not suspended or terminated for any reason, and once deleted, such Customer Data will not be available anymore through the Services. Except otherwise expressly mentioned in the present Agreement and/or included into a paid subscription plan, Custify expressly disclaims all other obligations with respect to storage any Customer Data.
2.3.9. The Customer will indemnify, defend and hold harmless Custify from and against any and all claims, complaints and/or lawsuits, costs, damages, losses, liabilities and expenses that (may) arise out of or in connection with any claim arising from or relating to any processing of any Customer Data and/or with any breach or alleged breach by Customer of the present Agreement and/or with the use of your Customer account, whether or not such use was expressly authorized by you.
2.4. The Customer can transmit Customer Data, including the data of different entities and/or individuals, like Customer's (potential) clients, partners, employees, agents, etc. (the “users”) - such as “country”, “name”, “email address”, “types of payment plans”, “revenue” etc.- as well as the user’s events (the “events”) - like “performed login”, “time spend in product”, “created invoice” etc. The Customer may also include attributes alongside these events, such as “price per piece”, “local time”, “order value” etc. Such Customer Data can then be used to be processed (e.g. within Custify’s Services to automate processes, or reach out your users via email campaigns, manual phone outreach, SMS, in-product announcements and more).
2.6. Subject to your unconditional, full, properly and adequate compliance with this Agreement (including as this will be replaced or amended from time to time) and payment of the applicable (subscription) fees, Custify hereby grants you, and you accept, a limited, non-exclusive, non-transferable, non-sublicensable, and fully revocable right, to use the Services during the term of this Agreement (but only for the period of time during which you unconditionally, fully, properly and adequately respect the terms and conditions of this Agreement and the Agreement is not suspended for any reason and till the moment when the present agreement terminates, regardless of the termination reason), for your internal business purposes only, solely for your own benefit, based on the (permitted) requests of the Customer, in accordance with the Services, the subscription plan(s) and the attributes selected/chosen by the Customer, the customizations agreed by Custify and only as permitted by the Services.
2.7. You expressly acknowledge and agree to use the Services solely for the purposes expressly mentioned in this Agreement and only to the extent permitted by the present Agreement, any applicable law, regulation, or generally accepted practice in the applicable jurisdiction and that you have the right to use the Services only as end user of the Services. Without affecting the generality of the foregoing and for the sake of clarity, except otherwise expressly and previously approved by Custify, you do not have the right to use the Services for other purposes than the ones expressly permitted by the present Agreement.
2.8. The Services are addressed to the legal persons and not to the natural persons.
2.9. The Customer account and the Authorized Users
In order to use the Services you have to create an account (the “Customer account“).You must provide valid requested information in order to complete the signup process. Authorized Users means the person(s) that you will authorize (in the Customer account settings) to access and use the Services, totally or partially, via Customer account. Such Authorized Users will to access and use the Services on your name and behalf and you are fully liable for all the (in) action(s) of such Authorized Users. You: (a) must not allow anyone other than Authorized Users to access and use the Customer account; (b) must keep and ensure that Authorized Users keep all login details and passwords secure at all times; (c) remain solely responsible and liable for the activity that occurs in connection with the Customer account and the activities of your Authorized Users; (d) will be liable for any breach of the Agreement by any Authorized User.
You are solely responsible for maintaining the confidentiality and security of your Customer account and for all activities that occur on or through your Customer account, and you agree to immediately notify Custify of any security breach of your Customer account.
2.10. Trial period
Starting with signing up for the Customer account you may receive (for a period of 14 days or such other period granted by Custify) a free trial period to use the Services (the “trial period”). In order to login for the first time into the Customer account, you have to access the email received from Custify in this sense. The trial period is solely designated for Customer's use to determine whether to acquire a paid subscription plan to the Services.
The Services in the trial period may not include all functionalities and features accessible as part of a paid subscription plan.
Without affecting the generality of the foregoing and for the sake of clarity, the Customer must use the Services on the trial period in accordance with the terms and conditions of this Agreement. Notwithstanding anything to the contrary in this Agreement, you acknowledge and agree that Custify does not make any commitments and will have no obligations whatsoever, in relation with the trial period. If the Customer does not acquire a paid subscription plan till the termination of the trial period, this Agreement and consequently all Customer' rights to use the Services will be suspended at the termination of the trial period, till the date the Customer will acquire a paid subscription plan. If the Customer does not acquire a paid subscription plan in 30 days after expiration of the trial period, Custify is entitled to unilaterally terminate this Agreement at any time, by deleting the Customer account (and consequently all the Customer Data will be deleted), without any liability whatsoever to the Customer, without paying any damages or other compensations, without putting in delay the Customer (that will result from the simple fact of not acquiring a paid subscription plan), without fulfilling any (other) (previous) formalities and without any other judiciary or extra-judiciary procedure.
Custify reserves the right to modify, cancel, terminate, suspend and/or limit the trial period at any time, without fulfilling any (previous) formalities, without any liability whatsoever to the Customer and without paying any damages or other compensations.
Any time after the Customer login for the first time into the Customer account, the Customer may choose a paid subscription plan, unless the Agreement is terminated for any reason.
2.11. The Term
The Agreement enters into force at the date of signing up for the Customer account. After the termination of any applicable trial period, if any, and (starting with) choosing and acquiring any paid subscription plan [when you might be asked to provide different (Card) information], the Agreement will be valid and the Services will provided, on a subscription basis, for a subscription period (the “Subscription Period“) of 30 days and such Subscription Period will automatically extend for successive Subscription Period(s) of 30 days, unless either Party notifies to the other Party (by email or as otherwise permitted by the present Agreement) the termination of the present agreement, before expiration of a Subscription Period (with at least at least 5 days prior to expiration of the Subscription Period), without fulfilling any other previous formality, the termination following to be effective at the end of the respective Subscription Period. Termination by you can also be made directly in the Customer account settings, at any time before expiration of the Subscription Period, the termination following to be effective at the end of the respective Subscription Period.
2.12. Subscription fees and payments
2.12.1. For each Subscription Period, the Customer shall pay to Custify a subscription fee (the “subscription fee”) which will be based on and composed of: i) the counter value of the chosen paid subscription plan (e.g.: "Starter", "Advanced", "Enterprise"); plus ii) the counter value of the amount that is charged for the number of monthly active users of the Customer (according with the principles of calculation and values from the Pricing page on the Site - www.custify.com/pricing). For the purpose of the present Agreement, an active user means any user that had any activity, whereas “activity” refers to a new event or attribute (change) that you submit to the Services for this particular user.
2.12.2. For the sake of clarity, for the first Subscription Period the Customer shall pay to Custify a subscription fee composed of: i) the counter value of the chosen paid subscription plan; plus ii) the counter value of the amount that is charged for the number of users chosen by the Customer.
For the sake of clarity, for the next Subscription Period(s) the Customer shall pay to Custify a subscription fee composed of: i) the counter value of the (new) chosen paid subscription plan; plus ii) the counter value of the amount that is charged for the number of monthly active users of the Customer from the previous 30 days before the first day of the respective Subscription Period.
2.12.3. Unless otherwise expressly permitted by Custify, the Customer will pay the subscription fees via payment card(s) [the “Card(s)”] accepted by the online payments system(s). By providing the Card information, Customer hereby authorizes Custify to automatically charge the Card, with the applicable subscription fee, on first day of each Subscription Period. Each subscription fee shall be paid in advance on the first day of each subscription period. Customer acknowledges and agrees that the subscription fee charged each month may vary depending on the eventually new chosen paid subscription plan and the number of monthly active users of the Customer from the previous 30 days.
You agree that the third parties that processes the payments may handle and store the Card details, for easier (re)payment(s).
If any payment of any subscription fee is not successfully settled due to expiration of a Card or insufficient funds or otherwise, the Customer acknowledges and agrees that remains liable for any amounts not paid to Custify and Custify may: (a) continue charge the Card till receiving the due amounts; or (b) invoice Customer directly for any unpaid amount following that the Customer to pay any invoiced amounts in maximum 5 days following the invoice date (any such invoice shall be send by email to the Customer, the Customer agreeing with the use of the electronic invoices); and/or (c) suspend the execution of the Agreement till full payment of the due amounts, without any liability whatsoever to the Customer and without paying any damages or other compensations; and/or (d) terminate this Agreement, without prior notice, without any liability whatsoever to the Customer, without paying any damages or other compensations, without putting in delay the Customer (that will result from the simple fact of not fully paying the due amounts at the due date) without fulfilling any (other) (previous) formalities and without any other judiciary or extra-judiciary procedure.
For the sake of clarity, Custify may charge the Card or invoice Customer directly, for any due amounts, also after the termination of the Agreement.
2.12.4. All subscription fees shall be paid in US-Dollar or if not possible in Euro, shall be paid in RON, at the exchange rate of NBR valid for the payment date. All subscription fees are exclusive of all taxes, levies, duties, tariffs, and other governmental charges, of which payment will be your responsibility, in order you to pay in full to Custify the subscription fees. For each day of delay in paying of any amounts due to Custify, the Customer will pay to Custify, at Custify’s request, interest penalties, as moratorium damages, of 0.1% from the due amounts, until full payments of these.
2.12.5. Except as expressly set forth in this Agreement the subscription fees are non-refundable, totally or partially. At the termination of the agreement, you may be charged for any due amount related to the number of monthly active users of the Customer from the days of the current Subscription Period before termination.
2.12.6. You acknowledge and agree that Custify reserves the right upon thirty (30) days’ notice to you to increase the subscription fees (the counter value of the paid subscription plan(s) and/or the counter value of the amount that is charged for the number of monthly active users), starting with the beginning of the Subscription Period that will follow after the expiration of the previous mentioned thirty (30) days. In case you don’t agree with such increase of the subscription fees, you have the right to terminate the present agreement, according with the art. 2.11, this being the only remedy applicable in such case.
2.12.7. You may upgrade or downgrade your paid subscription plan in the Customer account settings, the upgrade or downgrade, following that the new chosen paid subscription plan to be valid starting with the next Subscription Period. You cannot increase or decrease the number of the users without the previous agreement of Custify and without paying in advance any applicable fees.
2.12.8. The Customer may change at any time its Card information in the Customer account settings.
2.13. Availability of the Services
Custify will use reasonable efforts to ensure that the Services are available twenty-four hours a day, seven days a week. However, there will be occasions when the Services will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment(s) or due the subcontractors or other providers of Custify in relation with the Services. Reasonable steps will be taken by Custify to minimize such disruption where it is within Custify’s reasonable control. Custify will not be liable in any event to you or any other party for any suspension, modification, discontinuance or lack of availability of the Site, the Services, the Customer account, the Customer Data or other Content. Specific SLA(s) may be included into certain paid subscription plan(s).
You expressly acknowledge and agree that Custify reserves the right to modify this Agreement and/or the Services and/or the structure and functionalities of the paid subscription plan(s). Unless otherwise specified by Custify, such modification will become effective starting with the beginning of the next Subscription Period. Custify will notify the Customer about such modification via Customer account or email or otherwise. Continued use of the Services after any such modification will enter into force shall constitute your consent to such modification. If Custify specifies that the modification will become effective before starting the next Subscription Period and the Customer does not agree with such modification, the Customer may terminate the present Agreement with immediate effect, and in such case the Customer will receive a refund of any subscription fees Customer has pre-paid, but only for the remaining period till termination of the current Subscription Period, this being the only remedy applicable in such case.
The modifications of the Services may also include the updates. The updates may include new functionalities and/or specifications and/or modification and/or improvement of some existent specifications, may not include all the previous functionalities and/or specifications of the Services or the newly launched functionalities and/or specifications in other cases.
This is a subscription Agreement for access to and use of the Services. Customer expressly acknowledges and agrees that according with the present Agreement he is obtaining only a limited right to use the Services and that irrespective of any use of the words "purchase", "acquire" or like terms in this Agreement no ownership rights regarding the Services are being granted to the Customer under this Agreement.
Customer expressly acknowledges and agrees that Custify retains full and exclusive ownership of the Services, all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Services, (and all parts thereof), all reproductions, corrections, modifications, enhancements and improvements thereto, and all data related your usage thereof, including any and all intellectual property rights that exist therein, whether registered or not. Any rights therein not explicitly and expressly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary of Custify.
You shall abide by all copyright notices and restrictions contained in any Content accessed through the Services. You further agree that the Services may contains proprietary and confidential information that is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Services in compliance with this Agreement. No part of the Services may be reproduced in any form or by any means, except as expressly permitted in this Agreement.
You are solely responsible for all your activity (including any processing) in connection with the Services. The Customer shall not and shall not allow any Authorized Users and/or any third parties to: (a) reproduce, copy, market, sell, distribute, lease, transfer, translate, modify, adapt, disassemble, decompile, or reverse engineer the Services (including any Content) or any portions thereof and/or to create any derivative works based on the Services (including any Content) or any portions thereof; (b) rent, lease, provide access to or sublicense the Services to a third party; (c) use the Services to provide, or incorporate the Services into, any product or service provided to a third party; (d) allow any third party to use the Service; (e) use the Services to process any data on behalf of/for any third party; (f) use, remove, deface, obscure, or alter copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Services; and/or (g) use the Services in any unlawful manner or in breach of this Agreement; (h) impersonate any person or entity and/or misrepresent yourself as another person and/or pretend to be anyone, or any entity, you are not, including without limitation in order to complete the signup/registration process and/or while using the Services; (i) conduct fraudulent or other illegal activities.
You’re responsible for determining whether the Services are suitable for you to use in light of any regulations like HIPAA, PCI DSS, Data Privacy Laws, or other applicable laws.
6. Warranty Disclaimer.
You expressly understand and agree that the Services are provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied, and, to the maximum extent permissible by applicable law, Custify does not represent, guarantee or warrant that any Services are according with any applicable laws and/or in any applicable jurisdiction. Custify makes no warranty, either express or implied, as to the accuracy, usefulness, completeness, fitness for a particular purpose and/or reliability of the Services. The Services or any feature or part thereof, may not be available in all languages or in all countries and Custify makes no representation that the Services or any feature or part thereof, are appropriate or available for use in any particular location and/or for any (specific) purpose(s).
Custify does not warrant that Customer's use of the Services will be free of problems and/or uninterrupted and/or will meet your requirements and/or it will be free of errors and/or the fact that any errors or defects of the Services will be corrected and/or the fact that the Services will be compatible and/or will function with any software, hardware and/or services of third parties and it will not affect in any way the use of any of them.
Custify shall not be liable for the results of any performed communications or any communications that were failed to be performed, using the Services. Custify shall not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications, third-party platforms or other systems outside the reasonable control of Custify.
Custify will not be liable for any failures in the Services or other problems which are related to the Customer Data or any equipment or service outside of Custify facilities or control and or for any harm resulting from use of the Services and/or from the inability to access, retrieve or otherwise use and/or process any Customer Data.
Custify will not be responsible or liable and disclaims any liability or responsibility, for the accuracy, copyright compliance, legality or decency of any Content contained in or accessed through the Services. Custify does not represent or guarantee that the Services will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion and Custify disclaims any liability relating thereto. You expressly acknowledge and agree that the Services are not destined for the use in situations which, regardless of the reasons, may lead to death and/or personal injury, to any other damages and/or prejudice, regardless of their nature.
You expressly acknowledge and agree that no act, regardless of its nature, including any information, action, omission or recommendation from any of the parties will represent any guarantee regarding the Services. Certain jurisdictions do not allow (total) exclusion of certain warranties or limitations of the applicable legal rights and in these cases your rights stipulated by the imperative legal regulations are not affected, you benefit from the warranties stipulated by the imperative legal regulations and the exclusions and the limitations above will not apply in the cases forbidden by the legal regulations in force.
7. Limitation of Liability.
To the maximum extent permitted by the legal regulations in force, you expressly acknowledge and agree to the fact that, the Custify is not liable for any kind of damages, including direct and/or indirect damages and/or personal injury, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, cost of procurement of substitute goods or services, or other intangible losses, resulted from or related to the use or inability to use the Services or otherwise, regardless of the method of use and whether Custify was warned about the occurrence of such damages or if the possibility of occurrence was reasonably foreseeable. Without affecting the generality of the foregoing, Custify is not responsible for, and shall have no liability for, the loss of or damage to your Customer Data including any loss or damage resulting from the suspension or termination of the Services or this Agreement.
Certain jurisdictions do not allow the exclusion or limitation of liability in certain cases or for certain types of damages and/or injuries and in these cases your rights stipulated by the imperative legal regulations are not affected and the exclusions and the limitations above will not apply in the cases forbidden by the legal regulations in force. In such case(s) our liability shall be capped in all situations at an aggregate sum which is maximum valid and effective under applicable law(s) and local regulations in force and shall not be in any circumstances bigger than the counter value of the subscriptions fees paid to us by you in the last 6 months.
To the maximum extent permitted by the legal regulations in force, you expressly acknowledge and agree with the fact that the use of the Services and of any Content shall be done on your own responsibility and at your own risk.
8. Suspension and Termination.
Either party may unilaterally terminate the Agreement solely for convenience upon 5 days prior written notice (that may be sent by email), without fulfilling any other prior formalities and without paying any damages for such termination. However, in such case of termination the Customer will receive a refund of any subscription fees Customer has pre-paid, but only for the remaining period till termination of the current Subscription Period, this being the only remedy applicable in such case. Either party may terminate this Agreement upon written notice (that may be sent by email) in the event that the other party breaches this Agreement and, to the extent that the breach can be cured, fails to cure that breach within 3 days of said notice, without fulfilling any (other) (previous) formalities and without any other judiciary or extra-judiciary procedure. You expressly acknowledge and agree that Custify has the right to terminate this Agreement upon written notice (that may be sent by email) in the event that is a request and/or order from law enforcement, a judicial body, or other government agency in this sense and/or provision of the Services to you is or may become unlawful, without any liability whatsoever to the Customer, without paying any damages or other compensations, without fulfilling any (other) (previous) formalities and without any other judiciary or extra-judiciary procedure You expressly acknowledge and agree that Custify has the right, at its sole discretion, to suspend or limit your access to and use of the Services, at any time, with or without (prior) notice, in case your failure to correspondingly comply with any of the terms and conditions of this Agreement and/or in case there is a request and/or order from law enforcement, a judicial body, or other government agency in this sense and/or provision of the Services to you is or may become unlawful, without any liability whatsoever to the Customer and without paying any damages or other compensations. Unless otherwise agreed by Custify or specified in the DPA, the termination of the agreement will have as effect the deletion of your Customer account, without any liability whatsoever to the you and without paying any damages or other compensations. Without affecting the generality of the foregoing, unless otherwise agreed by Custify or specified in the DPA, the termination of the Agreement and the deletion of your Customer account will have as an effect the deletion of all Customer Data, without any liability whatsoever to the Customer and without paying any damages or other compensations. For the sake of clarity you are solely responsible for downloading/retrieving/copying any (necessary) Customer Data before the termination of the Agreement. Upon any such termination, your right to use the Services will immediately cease. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers and limitations of liability. For the sake of clarity, expiration or termination of this Agreement for any reason shall not relieve you from your obligation to pay to Custify any due amounts.
9. Data Protection Provisions
9.1. Taking into consideration that, in the context of taking the steps in order to conclude the present Agreement and/or in order to conclude the present Agreement and/or in order to execute the present Agreement, each Party acknowledged /will acknowledge and will process a series of personal data of the other Party, namely of the representatives and/or shareholders and/or contact persons and/or other persons involved in the execution of the present Agreement, that were/will be mainly provided, directly or indirectly, by such other Party (all the above mentioned persons will be hereinafter referred to as the “persons involved in the execution of the agreement” and all the personal data of the above mentioned persons will be hereinafter referred to as the “personal data of the persons involved in the execution of the agreement”), the Parties agree the followings:
- The Parties undertake to process the personal data of the persons involved in the execution of the agreement only: i) in order to execute the agreement; ii) in order to comply the legal obligations; iii) for the purposes of the legitimate interests pursued by the respective Party or by a third party, except where such interests are overridden by the interests or fundamental rights and freedoms of the data subject which require protection of personal data; iv) during the necessary period for such processing, as long as it is necessary for the execution of the agreement and as long as it is necessary according with the legal regulations in force: v) according to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016, on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (“General Data Protection Regulation” or “GDPR”) as well as any additionally and/or implementation regulations of the GDPR (all together with the GDPR hereinafter referred to as the “legal regulations for the personal data processing“).
- The Parties declare that, in the performance of the present Agreement, they will individually determine the purpose and the means of the personal data of the persons involved in the execution of the agreement processing and, in this context, they shall act as independent controllers.
- Each Party shall inform the persons involved (from his side) in the execution of the agreement and the present Agreement about: i) the disclosing to the other Party of the personal data of the persons involved in the execution of the agreement; ii) concrete about the personal data of the persons involved in the execution of the agreement that were/will be disclosed; iii) about the purposes for which there were were/will be disclosed, namely, for example, in order to conclude the present Agreement and/or in order to execute the present Agreement, as the case may be; iv) about the period for which the personal data will be processed/the criteria used to determine that period; v) rights of persons involved in the execution of the agreement according to the legal regulations for the personal data processing; vi) about any other information (that it is aware of and) that has to be disclosed to the persons involved in the execution of the agreement as data subjects.
- Each Party shall implement appropriate technical and organizational measures to protect the personal data of the persons involved in the execution of the agreement against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, and against all the other unlawful forms of processing.
- Each Party shall obtain the consent for processing of the personal data of the persons involved in the execution of the agreement from the persons involved (from his side) in the execution of the present Agreement, as long as such consent is necessary according to the legal regulations for the personal data processing.
9.2. Custify will process, on behalf of the Customer, the Customer Data that represents personal data, according with the DPA.
9.3. Custify will maintain the security and confidentiality of the Customer Data that represents personal data according with the DPA.
9.4. The Customer undertakes to fully respect all the applicable legal regulations for the personal data processing. Without affecting the generality of the foregoing, the Customer undertakes to take any necessary consent from the users that are individuals, for processing their personal data through the Services and to inform such users according with the legal regulations for the personal data processing.
10.1. You expressly acknowledge and agree that that all communications between you and us will be electronically done. For the communications with you, we may use the electronic contact details for electronic mail provided by you, when creating/modifying of the Customer account and/or when accessing/using the Services or otherwise provided to us and/or we may use communications via Customer account. You may use for communications with us the email email@example.com. Electronic communications are full means of proof regarding the legal relationships between the Parties and the communications between them.
10.2. The Customer agrees to comply with all applicable laws in its use of the Services. Without limiting the generality of the foregoing, Customer will not engage in any unsolicited advertising, marketing, or other activities using the Services, including without limitation, any activities that violate any other anti-spam laws and regulations and/or any anti-spam policy communicated by Custify.
10.3. The Customer undertakes to fully respect the limitations of the Services and the Custify's Acceptable Use Policy (“AUP”) as described in the documentation that can be found at https://docs.custify.com/ .
10.4. If Customer is accessing the Services using credentials provided by a third party, then Customer will comply with all applicable terms and conditions of such third party regarding the use of such credentials.
10.5. To the maximum extent permitted by the legal regulations in force, you acknowledge and agree expressly to the fact that you cannot export or re-export the Services. Use of the Services may be subject to the export and import laws of different countries. You agree to comply with all applicable export and import laws and regulations. Also, you agree that you will not use the Services for any purposes forbidden by any applicable legislation. You must not, in the use of the Solution, violate any laws in the applicable jurisdiction (including but not limited to copyright laws).
10.6. The Services may be used by a Customer representing a Government or another company, authority, institution, association, etc., with the same rights as granted to the other Customers (as end users), in compliance with this Agreement and only as restricted Services, without the possibility of using the Services otherwise than expressly permitted by the present Agreement.
10.7. The Parties agree with any provisions from the present Agreement that might be considered as unusual.
10.8. In case any provision of this Agreement is and/or becomes void, illegal, invalid or inapplicable, it shall not affect the validity or the applicability of the other contractual clauses, which shall continue to be in force and to produce legal effects as if the void, illegal, invalid or inapplicable clause was not part of this agreement.
10.9. The Customer is not entitled to assign this Agreement and/or to transfer otherwise, in total or in part, any of the rights and/or the obligations arising from this Agreement without the prior written consent of Custify. The Customer agrees that Custify can assign (parts) of this Agreement, of Custify rights and/or obligations under this Agreement, to subcontractors or other providers of Custify, in relation with providing (the use of) the Services, without fulfilling any (previous) formalities.
10.10. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other Party's behalf without the other Party's prior written consent.
10.11. Custify will maintain the security and confidentiality of the Customer Data according with the DPA.
11. Final provisions
11.1. Headlines are available for easy reference to the Parties and they do not affect in any way the interpretation or fulfillment of the present Agreement.
11.2. In this Agreement the plural shall include the singular and vice-versa.
11.3. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
11.4. This Agreement contains all the understandings between the Parties and supersedes any prior understandings, written or verbal, regarding the subject matter of this Agreement.
11.5. This Agreement will be construed and governed by the Romanian law, which is the applicable law in case of any disputes that may occur in relation to this Agreement, excluding the possibility of reference to conflict of laws. This agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, of which application is expressly excluded. Any dispute arising out of or in connection with the Services and/or this Agreement, including the conclusion, execution or termination, shall be settled by the competent courts from Romania, excluding the possibility of reference to conflict of laws.
11.6. The English version of this Agreement will prevail over any other version in any other language, which will be drafted only for the local needs, except for the situation when this is not forbidden by the local regulations from certain jurisdictions.