Terms and conditions for Altrady

1. INTRODUCTION

Acceptance and Applicability

Please read these terms and conditions (Terms)carefully, as they contain important information regarding your rights and obligations when you access and use our website, services and software.

These Terms apply to clients of Altrady B.V. (Clients).By accepting these Terms, you acknowledge and agree to be bound by these Terms,including any additional terms presented to you separately during your interaction with us.

Altrady B.V. shall provide the software services and access to software, applications, and data through the website https://www.altrady.com. Your access to and use of our software services is subject to your acceptance and establishes a legally binding agreement between Altrady B.V. and you, the Client (each a Party and together the Parties).

These Terms are an integral part of your client agreement with Altrady B.V. (Company, we, us, our), a Dutch limited liability company with company number 64465284 and registration address: Finnenburg 132 in (2591XT CA) The Hague, the Netherlands.

Amendments and Additional Terms

The Company may modify, update, or delete sections of these Terms at our sole discretion.  Changes will be notified in advance unless it is reasonable required to change immediately, for example due to rules and regulations or a court order, in which case Clients will be informed immediately after the change. Clients can be informed about the changes by notification via email, account alerts or via our website. By continuing to use our software services after such updates, you accept the amended Terms.

Should there be a substantial change in these Terms you have the right to cancel the Agreement (as defined below).

2. DEFINITIONS

Account means the account of the Client held with the Company.

Agreement means the Client Agreement,these Terms and any applicable supplementary terms.

API or API Key refers to Application Programming Interface, which enables the Client to connect the Software Services and/or Account with third parties, such as Exchanges, selected by the Client.

Client means the principal and authorized user of our Software Services and with whom the Company has entered into an Agreement.

Client Agreement means the client agreement concluded between the Parties.

Consumer means the natural person who subscribes to our Software Services, and to whom consumer protection law applies.

Exchange refers to the (third party) crypto-asset exchange selected by the Client on which digital assets and/or crypto-assets can be traded by the Client.

Software Service(s)refers to the access to and use of our software and API and additional services,providing tools and data to enable you to manage your account and crypto-asset holdings on Exchanges.

Supplementary Terms or Agreement refers to any additional terms and conditions that apply to a specific part of the Software Service. Supplementary terms are designed to supplement the Client Agreement. Only when specified, the stipulations in any applicable Supplementary Terms shall override the terms in these Terms. Examples of supplementary terms may include but are not limited to, billing and invoice terms, order forms, and statements of work.

3. SOFTWARE SERVICES, AND ACCESS AND USAGERIGHTS

3.1. Scope Software Services. Clients require a subscription that grants access to our Software Services. Our Software Services are designed to provide tools, data, and functionalities while enabling you to manage your crypto-asset holdings across various Exchanges,selected by you. Under the Software Services, you are authorized to use our API. You represent and warrant that the account held by you at the Exchange account(s) belongs only to you. You are restricted from using our Software Services on behalf of any other person or entity, and your violation may lead to immediate termination of the Agreement.

3.2. Software Service Features and Tools. Our Software Services may include smart trading tools, automated trading facilities, paper trading, real-time market data and analytics, and facilitating manual and automated crypto-asset trading strategies. You acknowledge and affirm that you possess the necessary skills and expertise to utilize said features and tools.You agree that we may discontinue and/or downgrade specific features. You agree that our content and materials disclaimer in section 8 of these Terms shall apply. We may offer a test mode, including experimental features of the Software Service. You understand that we are never liable for any errors or omissions in the test mode and during the use of experimental features. The disclaimers included in these Terms, which excludes our liability apply.

3.3. Software Provider Only. The Company solely provides the Software Services. The Company does not perform,transmit or execute any trades on your behalf. The Software Services only enable you to perform your own activities using our Software Services. The Software Services include the technical tools facilitating the Client in relation to services provided by third parties, such as Exchanges. The Client acknowledges that we shall never be liable for the Client's use of our Software Service, nor can we guarantee any results or outcomes. The Client agrees to assume full responsibility for all decisions and activities conducted using the Software Services. 

3.4. Access and Usage Rights. Under the Agreement, you, as an authorized user of our Software Services, are granted a limited, non-transferable right to access and use the current version of our Software Service, strictly for the agreed purposes and only for the duration of the Agreement.This includes any services as defined in any additional agreements and/or provided to you under the selected plan or service tier at the time you have engaged our Software Services. You agree that the scope of the Software Service will be according to the latest specifications on our website. You agree that we retain all rights, title, and interest in the Software Service(s).

3.5. Restrictions. You shall not commercially exploit or make the Software Service available to any unauthorized third party. You shall not attempt to decompile or reverse-engineer the software and the API, or remove any proprietary notices. You shall not use the Software Service to send spam, store sensitive data, or interfere with its integrity, security, or performance. We reserve the right to restrictor suspend your access to the Software Service in the event of a violation of these Terms.

3.6. Verification and Auditing. We reserve the right to monitor and audit your use of the Software Service to ensure such use is in compliance with any applicable laws, regulations, and the terms of the Agreement. In the event you owe fees to us, we are authorised to invoice you for the amount that is due, based on our then-current applicable fees, and without prejudice to any other rights we may exercise under the Agreement.Any verification or auditing may be performed by us or authorized auditor selected by us.

3.7. Service Availability. We shall apply our best efforts to ensure that the Software Service is available to you 24 hours a day and seven days a week. However, you understand that our Software Service may be subject to downtime or unintentional interruption as a result of circumstances beyond our control. We reserve the right to suspend your access to the Software Service without prior notice to carry out emergency maintenance, including protecting your interests. You acknowledge and agree that we disclaim all liability for any unavailability of the Software Service caused by third parties. You acknowledge that we are never liable for downtimes of third parties, including but not limited to Exchanges linked by you to our Software Services. The disclaimers included in these Terms shall apply accordingly.

3.8. Service Improvements. We may remove or alter existing features. We may release new features and enhancements to the Software Service. We may determine the frequency and method of providing any Software Service improvements at our sole discretion. We shall make reasonable efforts to notify you of any Software Service improvements via a notification. Furthermore, you understand that new features may be introduced separately or as part of specific Software Service plans. Access to these new features may require an adjustment or upgrade to your current subscription plan.

3.9. Third-Party Services. As part of the Software Service, an API is made available in order to integrate with services from third-parties, such as Exchanges. You acknowledge that we never endorse or provide any representation or warranty for any third-party services.We fully disclaim any liability for any claim, damage, loss, or liabilities caused as a result of the use of any third-party services. Should access to third-party services be withdrawn by us or terminated by the third-party, you acknowledge and agree that we are not obligated to offer any compensation or refund, unless in case you are a Consumer and the applicable consumer protection laws govern otherwise. Furthermore, you must ensure compliance with all terms and conditions mandated by the Exchange before establishing and during said connection. We shall not be liable for any service termination or API disconnection initiated by the Exchange. You are responsible for the choice of any third parties, such as Exchanges and you should verify their compliance with applicable rules and regulations. The Company is not responsible for your choice to use the Software Services in relation to third parties, such as Exchanges.

4. ELIGIBILITY, ACCOUNTS AND AUTHORIZED USERS

4.1. Eligibility Criteria. To access our Software Services, you must meet the criteria of this section. You represent and warrant that:

a) you possess the necessary power, authority, and capacity to agree to these Terms, and in representing the entity of Client, you have the authority to act on behalf of that entity;

b) You are at least 18 years of age;

c) You are not suspended from accessing the Software Services, prohibited by law from opening an account with us or trade digital assets on Exchanges;

d) You do not engage in any illegal activities or use funds from such activities; and

e) Your access to and use of our Software Services do not breach any laws or regulations in your jurisdiction.

4.2. Expertise and Accurate Information.During your signup and communications with us, you agree to provide true,accurate, and current information to facilitate effective communication and delivery of our Software Services.

4.3. Registration Requirement. Use of our Software Services requires the creation of an Account. This process is initiated and completed in accordance with the instructions on the signup page as well as further instructions provided by us during our communications with you. We may also provide you with instructions during a live video call. You represent and warrant that you shall always provide truthful information during the registration process. Furthermore, you are responsible for updating all relevant changes to your account details when such changes occur.

4.4. Personal Use and Responsibility. Each Account issued to a Client is personal and non-transferable. You are liable for all activities under your Account, including any abuse or illegal activities.You are responsible for safeguarding your Account data, including email addresses, passwords, and other relevant security details. All security-related information, including email addresses and passwords, must be kept confidential and not disclosed to third-parties.

4.5. Account Security. You must strictly adhere to all security procedures issued by us, including but not limited to two-factor authentication, maintaining the confidentiality of login credentials, and regular password updates. In the event of a security breach,you must promptly inform us, follow our instructions, and cooperate fully with us to mitigate losses.

4.6. Access and Security Protocols. You shall implement industry-standard security measures to safeguard your Account against unauthorized access. In addition, you must exercise all necessary care when accessing your Exchange accounts from public or shared devices and networks.

4.7. Monitoring Accounts. You agree that monitoring your Account for any unauthorized activities is mandatory, and you shall report any suspicious activities to us immediately. In the event of a security breach, you are required to promptly notify the Company of any unauthorized access to or compromise of your Account with us. Furthermore, you are responsible for implementing necessary measures to mitigate and control any breach, which may include the disconnection of any linked Exchange account.

5. PLANS, FEES AND PAYMENTS FOR THE SOFTWARE SERVICES

5.1. Plan Options and Subscription. We may provide various subscription plans, each with specific features and offerings in relation to the Software Services. Details, including features and pricing of these plans, may be available on the Company's website or in any applicable offer sent to you. We are authorised to amend the subscription plans and the features and offerings that are part of the subscription plans and/or the prices. If we change the subscription plans, you will be informed in advance, and you can terminate the Agreement or change your subscription plan before the change applies.

5.2. Subscription Process. When you select a plan, agree to our offer, and submit your payment details, it constitutes your offer to purchase the chosen subscription plan. The Company reserves the right to accept or decline this offer at our sole discretion. A purchase is considered accepted when you receive our written confirmation regarding the activation of the chosen subscription plan.

5.3. Plan Changes and Upgrades. Youmay change or upgrade your subscription at any time via your Account or by notifying us. Upon processing the new applicable fees, the new plan becomes active immediately, superseding any previous plan. In case of an upgrade, any unused funds from the previous plan will be credited toward the new plan's payment. In case of downgrading, you can terminate your current plan and initiate a new subscription purchase. You agree that we never provide refunds for unused portions of the previous plan that are changed before the end of the Agreement term.

5.4. Renewal and Termination.Plans are set to renew automatically for the same period as the initial term unless otherwise specified or mutually agreed.

Either the Client or the Company can choose not to renew a plan by providing written notice to the other Party. Following the expiration of the initial term, the Agreement shall automatically renew, unless the Agreement is terminated by either Party.

In case of an automatic renewal, the Client has a 14-day grace period starting from the payment date, where the subscription may be terminated via written notice and will be entitled to a full refund of the automatic charge. After the 14-day grace period, the subscription is final and no refunds are offered.

5.5. Payment Terms and No Refunds. You shall pay all agreed fees associated with the Software Service outlined in the invoice or order form provided to you. Upon providing us with the necessary payment details, we will begin invoicing and charging you the agreed fees. You shall always provide us with accurate billing information and notify us of any relevant changes. You agree that payment obligations are non-cancellable. Given the digital nature of our Software Services which are directly accessible after you have entered into an Agreement with us, we never offer full or partial refunds.

5.6. Fee Adjustments and Contract Termination. We reserve the right to change and increase the fees for our Software Service,with such changes to be notified at least sixty (60) days prior to the commencement of a new billing cycle. These adjusted fees will become effective from the payment date following this notice period. In accordance with applicable consumer protection laws, you may terminate the Agreement on a monthly basis before such new fees apply or with a thirty-day notice, should you decide not to accept the fee increase.

5.7. Taxes. You understand that,unless explicitly stated otherwise, our fees do not include any applicable taxes, levies, or duties. Unless stated otherwise, you remain responsible for paying all taxes, levies, or duties in addition to the fees for the Software Service.

5.8. Late Payment. If payment has not been made by the agreed due date, the fees may accrue late interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. We may demand shorter payment terms for future fees.

5.9. Suspension Software Services Non-Payment. If payments have not been made by the due date, we may suspend your access to our Software Service until the outstanding amounts are paid in full. We may require earlier payment of unpaid fees under the Agreement, and a reactivation fee may be charged to reactivate your Account. The foregoing does not restrict or waive any other lawful rights or remedies that we may hold.

5.10. Trial or Demo Version. The Company may provide a free trial or demo period of its Software Services.Clients interested in such a trial period must create an Account and opt in. We may request payment details before we provide access to a trial period. The trial begins upon activation and ends at the trial period's conclusion, or the Company may choose to terminate it earlier. Once the trial period has ended, the use of our Software Services and the connection made by you with the Exchanges of your choice, via our Software Services will be discontinued, after which your Account will become a simulation trading account (Paper Trading).

5.11. Crypto-Asset Payments. If you choose to pay the due fees by means of crypto-assets, you acknowledge and agree that you are aware of the risks mentioned in section 8 of these Terms(Blockchain and Crypto-Asset Risks), which shall apply accordingly to payments made to us. We are at any time authorised to limit payments to fiat (euro)amounts.

6. OWNERSHIP AND INTELLECTUAL PROPERTY

6.1. Software and API. You understand and agree that the Company retains all ownership, rights, and title in and to the Software Service, including any modifications, enhancements,updates, and revisions thereof, as well as all the data that belongs to the Company, including any documentation and online content. Any rights not expressly granted in the Agreement are reserved by the Company. In addition,the Company retains all ownership in software, applications, inventions,business methods, trade secrets, and other technology developed in connection with the Software Services that does not presumptively belong to the Client.

6.2. No Trademark Use. No right or license, express or implied, is granted to Client to use any trademark, trade name, domain name, or logos owned or controlled by Company.

6.3. Client Data. You retain all ownership, rights, and titles in and to your data available and generated on our systems, for which we provide the option to download and export it to your systems. You shall grant the Company a non-exclusive,royalty-free, worldwide, and irrevocable license to use, host, copy, transmit,and display your data to administer, provide, and ensure the proper execution of the Software Service, and to perform our rights and (legal) duties under the Agreement.

6.4. Trading Charts. As part of the Software Services, you may share trading charts from your Account and make them publicly available. You agree that we may also make those trading charts publicly available. However, you can always request the removal of such trading charts, which request we shall fulfill in a timely manner.

6.5. Third-Parties. The use of our Software Service may require the use of third-party products,services, and software that may be subject to intellectual property rights owned by those third-parties. You agree to comply with any third-party general terms and conditions and agreement. We disclaim any and all liability for any third-party damages, claims or losses, including any related expenses or legal costs incurred by you or us. You have read and agree that the relevant sections of these Terms pertaining to liability and indemnification shall apply accordingly.

7. PROHIBITED CONDUCT AND CONTENT

You shall comply with all applicable laws, and agreements,and you will respect third-party’s rights, including but not limited to intellectual property rights. You agree that you alone are liable for your actions when utilizing our Software Services. You agree that any violation of this section could lead to the immediate termination of the Agreement. The Company reserves the right to claim for any losses incurred as a result of such violation. In utilizing our Software Services, software and API, you must not:

• Use     our Software Services for any purpose other than for its intended purpose     and in any manner that could interfere with, disrupt, negatively affect,     or limit other users from using our Software Services;

• Undertake     any action that could damage, disable, overburden, or impair the     functioning of our Software Services in any manner;
• Use     any data mining, robots, or similar data gathering, or extraction methods     designed to scrape or extract data from our Software Services;

• Sell,     resell, or commercially use our Software Services, unless specifically     agreed by the Parties in a supplementary agreement;
• Engage     in any harassing, threatening, intimidating, or similar unethical conduct;
• Attempt     to circumvent any account limitations, or attempt to access any feature or     area of our Software Services that you are not authorized to access;
• Send,     distribute, or post spam, unsolicited or bulk commercial electronic     communications, chain letters, or pyramid schemes;
• Use     our Software Services for any illegal or unauthorized purpose, or engage     in, encourage, or promote any activity that violates these Terms;
• Copy,     reproduce, distribute, publicly perform or publicly display all or     portions of our Software Services, except as expressly permitted by us;
• Impersonate     any person or entity or otherwise misrepresent your affiliation with a     person or entity;
• Reverse     engineer any aspect of our Software Services or do anything that might     disclose our source code or bypass or circumvent measures to prevent or     limit access to any part of our Services;
• Modify     our Services, remove any proprietary rights notices or markings, or     otherwise make any derivative works based upon our Software Services;
• Use     or attempt to use another account on an Exchange without authorization     from the owner of that account;
• Develop     or use any applications that interact with our Software Services without     our prior written consent.

8. DISCLAIMERS

8.1. SOFTWARE ONLY; NO CRYPTO-ASSET SERVICES. YOU UNDERSTAND AND AGREE THAT WE NEVER OFFER FINANCIAL, INVESTMENT, LEGAL, TAX, OR OTHER PROFESSIONAL ADVICE. THE CLIENT AGREES THAT WE ARE NEVER CONSIDERED A DEALER, BROKER, FINANCIAL ADVISOR, CRYPTOASSET SERVICE PROVIDER, INVESTMENT ADVISOR, PORTFOLIO MANAGER, OR TAX ADVISOR. THE SOFTWARE SERVICES, ARE NOT TO BE INTERPRETED AS CONSTITUTING AN OFFER OF ANY CRYPTO-ASSET, DIGITAL ASSET OR FINANCIAL INSTRUMENT, NOR AS INVESTMENT ADVICE OR RECOMMENDATIONS BY THE COMPANY. YOU UNDERSTAND THAT THE COMPANY DOES NOT ENGAGE IN ANY ACTIVITIES THAT REQUIRE ANY LICENSE AND IS THEREFORE NOT SUBJECT TO SUPERVISION.

SHOULD YOU DISCOVER THAT ANY FUNCTIONALITY OR COMPONENT OF THE SOFTWARE FALLS UNDER A LICENSE OR GOVERNMENT PERMIT WITHIN YOUR JURISDICTION, YOU MUST INFORM THE COMPANY IMMEDIATELY AND TERMINATE THE USE OF OUR SOFTWARE SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY SHALL NEVER BE RESPONSIBLE FOR THE UTILIZATION OF INFORMATION OBTAINED FROM OUR SOFTWARE SERVICES.ALL DECISIONS MADE BASED ON THE SOFTWARE'S PRODUCTS, SERVICES, OR DATA ARE THE SOLE RESPONSIBILITY OF THE CLIENT. YOU UNDERSTAND AND AGREE THAT THE ACCESS AND USE OF OUR SOFTWARE SERVICES IS ALWAYS AT YOUR OWN AND SOLE RISK.

8.2. REPRESENTATIONS AND WARRANTIES. OUR SERVICES, SOFTWARE AND API ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS,AND THE COMPANY, ALONG WITH ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS,DISCLAIM ALL IMPLIED REPRESENTATIONS, ENDORSEMENTS, WARRANTIES, AND CONDITIONS,INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE COMPANY DOES NOT GUARANTEE THE COMPLETENESS, TIMELINESS, SECURITY, RELIABILITY, SUITABILITY, OR ACCURACY OF OUR SERVICES. YOU ACKNOWLEDGE THAT THE COMPANY DENIES LIABILITY FOR ANY VIRUSES OR OTHER HARMFUL COMPONENTS IN THE SOFTWARE AND API. 

YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR ALL DECISIONS AND INTERPRETATIONS MADE BASED ON OUR SOFTWARE SERVICE, AND PROVIDED BY THE SOFTWARE. YOU AGREE THAT THE EXCLUSIVE REMEDY FOR ANY ISSUES ARISING FROM THE USE OF THE SOFTWARE IS TO DISCONTINUE ITS USE.

OUR SERVICES, AND CONTENT PUBLISHED ON OUR WEBSITE, AS WELL AS CONTENT FROM THIRD-PARTIES AND UPLOADED BY USERS, ARE FOR INFORMATIONAL PURPOSES ONLY. YOU SHOULD CONDUCT YOUR OWN ANALYSIS AND SEEK INDEPENDENT FINANCIAL ADVICE OR INDEPENDENTLY VERIFY INFORMATION BEFORE RELYING ON IT. THE COMPANY PROVIDES CONTENT ON AN "AS IS" BASIS AND DISCLAIMS ANY WARRANTY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, CONTENT OR DATA, INCLUDING FROM THIRD-PARTIES. THE PERFORMANCE OF OUR SOFTWARE SERVICES MAY BE LINKED BY YOU TO THIRD-PARTY SERVICES, AND THE COMPANY DISCLAIMS FULL RESPONSIBILITY FOR NON-PERFORMANCE CAUSED BY THESE THIRD-PARTY SERVICES. THE COMPANY DOES NOT ENSURE THAT FILES OR DATA FROM THE SOFTWARE ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. CLIENTS ARE RESPONSIBLE FOR THEIR INTERNET AND DATA SECURITY. THE COMPANY AND ITS PERSONNEL ARE NOT LIABLE FOR ANY TECHNOLOGICAL RISKS ASSOCIATED WITH THE SERVICES, SOFTWARE, AND API. 

THE COMPANY IS NOT LIABLE FOR LOSSES, DAMAGES, OR LIABILITIES FROM KNOWN AND UNKNOWN RISKS ASSOCIATED WITH THE USE OF THE SOFTWARE. YOU SHALL BEAR ALL RISKS AND POTENTIAL LOSSES. ANY SUCH CLAIMS AGAINST THE COMPANY ARE WAIVED, AND YOU AGREE TO INDEMNIFY THE COMPANY AGAINST RELATED CLAIMS OR DAMAGES.

8.3. Disclaimer Information. The Company strives to ensure the accuracy of our Software Services and all information and data we present to you. The Company never assumes liability to the fullest extent permitted by law for any missing or incorrect information.You understand that the contents of our website are not personalized for specific individuals, entities, or groups. The Company does not provide assurances on the future or expected value of any currency, crypto-asset, digital assets, orany other interests. Clients should not rely solely on our data and content for making financial decisions.

8.4. Blockchain and Crypto-Asset Risks. You understand that blockchain technology is an independent, public, peer-to-peer network that is not controlled by the Company in any manner. The Company cannot be held responsible for any failures, mistakes, errors, or breaches occurring within the blockchain or in any networks where crypto-assets are issued or traded. You acknowledge that you are solely responsible for any changes, or unknown risks within the respective blockchain system. In addition, you are aware of the most recent laws and regulations governing crypto-assets, blockchain technology, and digital assets. The Company does not provide any representation or warranty, whether express, implied, statutory, or otherwise, regarding the functionality of the respective blockchain or crypto-asset deployed by you, nor for any security breaches within said systems. 

8.5. Content and Online Materials. You understand that any content, advertisements, expressions, or marketing copy we present to you are subjective opinions only and should not be taken literally.Our content is intended solely for informational and promotional purposes and does not constitute any representations or warranties regarding our Software Services.We lack full insight into your exact circumstances, and as a result, we never make any promises regarding your success, the outcomes, or the results.

9. INDEMNIFICATION

9.1. Indemnification. The Client shall indemnify and hold the Company and its affiliates harmless from all claims, damages, costs, losses, expenses, and liabilities (including reasonable attorneys’ fees) arising out of or in connection with any third-party claim in connection to the Software Services, including the software and API. Furthermore, you shall indemnify and hold Company, itsaffiliates, officers, directors, employees, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses(including reasonable attorneys' fees) arising out of or related to any government action, penalty, or fine levied against Company as a result of youractions or omissions, including but not limited to violations of financial compliance laws and personal data breaches and leaks.

9.2. Procedure. In case of a potential indemnification obligation under this section, the indemnified Party must:

a) promptly notify the indemnifying Party of the claim;

b) let the indemnifying Party have sole control of the defense and settlement of the claim; and

c) provide reasonableassistance to the indemnifying Party at the indemnified Party’s expense.

10. DATA PROTECTION, PRIVACY AND CONFIDENTIALITY

10.1. Personal Data and Privacy. The handling of any personal information by both Parties shall be in accordance with our privacy notice published on https://altrady.com/privacy. You understand that the term “agreement” in those documents shall refer to the Agreement. In cases where we process personal information from third parties on your behalf, not collected by us, our Data Processing Addendum is incorporated by reference into the Agreement.

10.2. Personal Information. You consent to our collection, retention, and utilization of personally identifiable information, as well as any other data about you as a Client. You authorize our access to and use of personally identifiable information for the purposes stated in the Agreement and acknowledge that our use of such data is necessary, legitimate, and proportionate.

10.3. Product Development. We may use data to conduct research and development to enhance our Software Services,(software) applications and products. We may also develop and offer new and existing functionality and features, such as statistical analysis, predictive analytics, benchmarking and forecasting services and artificial intelligence technology.

10.4. Access to Data. We may access and download all data, including personally identifiable information. Such collection shall be limited to what is necessary for maintaining, troubleshooting, upgrading, and/or protecting the integrity of our Software Service, as well as ensuring compliance with applicable laws, and providing technical support and maintenance in connection with the Software Service.

10.5. Data Controller. You acknowledge that under applicable privacy laws, you shall act as the data controller, meaning the party responsible for processing personal data. In our capacity as data processor, we shall only process data based on your instructions under the Agreement and any applicable supplementary terms.

10.6. Non-Disclosure and Definition."Confidential Information" pertains to all data and material disclosed by the disclosing Party to the receiving Party, including but not limited to technical designs, business strategies, and any other proprietary data. Exclusions apply to information already in the receiving Party's possession, publicly disclosed without fault of the receiving Party, independently developed, or lawfully obtained from third parties.

10.7. Protection and Liability. The receiving Party is obliged to safeguard the Confidential Information with diligence comparable to that used for its own confidential materials. This duty extends to preventing unauthorized disclosure and use, and the Receiving Party is responsible for compliance by its employees and contractors.

10.8. Remedies for Breach.Should a breach of the confidentiality duty occur, the disclosing Party shall have the right to seek injunctive relief. This legal measure can be pursued without the requirement to prove monetary damages. In addition to injunctive relief, the disclosing Party may also pursue any other legal remedies available under the law to address such breaches.

11. COMPLIANCE WITH SANCTIONS AND TRADE EMBARGOS

11.1. Sanctioned Entities and Persons. Your access to and use of the Company's Software Services implies compliance with this Section. You confirm no current or past subjection to trade embargoes or sanctions from jurisdictions including, but not limited to, those imposed by the U.S. Office of Foreign Assets Control (OFAC) and Bureau of Industry and Security (BIS), as well as the UK's Office of Financial Sanctions Implementation (OFSI). In addition, your use of the Software Service shall not violate or bypass any international sanctions, including those imposed by the afore mentioned countries and any non-governmental organizations.

11.2. Market Choices and Termination Rights. The Company reserves the right to limit the provision of the Software Services in certain countries or regions at our sole discretion. Additionally, the Company retains the authority to terminate, suspend, or restrict your access to the Software Services under several conditions, including but not limited to:

a) if you become subject to any sanctions;

b) if providing you with the Software Services would breach sanction rules or other applicable rules and regulations;or

c) if you are found to be associated with territories, activities, or persons subject to sanctions as mentioned in section 11.1 of these Terms.

If you are subject to sanctions, you must immediately stop using our Software Services and inform the Company without delay.

12. GENERAL PROVISIONS

12.1. Interpretation and Headings. Parties agree and understand:

a) headings are for convenience only and do not affect the interpretation of the Agreement;

b) technical words are defined according to what is common in the industry;

c) singular includes the plural and vice versa;

d) references to laws include amendments and re-enactments; and

(e) the Parties to the Agreement include representatives, successors, and assignees.

12.2. Assignment and Transactions. You may not assign, delegate, subcontract, or otherwise transfer any of your rights or obligations under the Agreement, either in whole or in part, directly or indirectly, by operation of law, acquisition, merger, or otherwise, without the prior written consent of the Company. The Company may assign, delegate,subcontract, or otherwise transfer the Agreement, whether in whole or in part.By entering into the Agreement, you provide us with your consent in advance.

12.3. Third-Party Rights.Except as expressly provided in the Agreement, no third-party shall have any rights to enforce any provisions of the Agreement under applicable law.

12.4. Client Feedback. Any feedback, suggestions, ideas, or other information or materials regarding the Company, its Software Services shall be deemed and remain the property of the Company. You hereby assign to the Company all right, title, and interest in such feedback. The Company is free to use, without any attribution or compensation to you, such Client feedback.

12.5. Entire Agreement. The Agreement constitutes the entire agreement between the Parties relating to the use of the Software Service and supersedes all prior agreements, negotiations,and discussions (whether written or oral). The Parties acknowledge that in entering into the Agreement, they have not relied on any statement, representation, assurance, or warranty other than as expressly set out in the Agreement and applicable Supplementary Terms.

12.6. Severability. If any provision or part of a provision of the Agreement is held by a court or other competent authority of competent jurisdiction to be invalid, illegal, or unenforceable, such provision(s) shall be removed or shall be construed, as far as possible, to reflect the original intentions of the invalid, illegal, or unenforceable provision(s). All other provisions of the Agreement shall remain in full force and effect.

12.7. Waiver. No failure or delay by either Party to exercise or enforce any of its rights under the Agreement shall act as a waiver or continuing waiver of such rights. Any waiver of rights must be in writing and signed by the waiving Party.

12.8. Force Majeure. If a force majeure event prevents or delays the fulfillment or performance of any terms or provisions of the Agreement, then neither Party shall be liable to the other for such delay or non-performance. A force majeure event refers to an event beyond the reasonable control of either Party, such as an act of God(e.g., an accident, a natural disaster or a pandemic and epidemic) or an act by any third-party that is outside your control (e.g. acts of war and terrorism, government authority, or civil unrest and strikes). For the purpose of the Agreement, you understand that a cyber-attack or breach of cyber security shall be beyond our reasonable control.

12.9. Amendments. From time to time, the Company may amend the Terms. The Company shall use reasonable efforts to notify you of any material changes by sending you an email or notifying you while using the Software Service. You agree that you are responsible for regularly checking, reading, understanding, and agreeing to the most recent version of these Terms. By continuing to access or use the SoftwareService, you indicate that you are aware of and agree to be bound by the most recent version of these Terms.

12.10. Notifications.Unless stated otherwise, the formal notification required under the Agreement must be in writing and sent through prepaid mail, recorded delivery, or email to the designated Party's (email) address. The notice will be considered duly received if delivered through any of the following methods:

(i) pre-paid mail 48 hours following the posting;

(ii) recorded delivery the next business day, or

(iii) email, by 09:00 a.m.(GMT +1 hour) on the next business day following its sending, or earlier,provided that the recipient has acknowledged receipt.

12.11. Governing Law and Jurisdiction. The Client Agreement and any dispute or claim arising out of or related to it, its subject matter, or its formation (including non-contractual disputes or claims) shall be governed by the laws of the Netherlands.

Each Party hereby agrees irrevocably that the courts of Rotterdam, the Netherlands, shall have exclusive jurisdiction, and for Consumers non-exclusive jurisdiction, to settle any dispute or claim arising out of or in connection with the Client Agreement, its subject matter, or its formation (including non-contractual disputes or claims).

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