PROCESIO Terms and Conditions
Updated August 10th, 2021
GENERAL: PROCESIO will provide to the Subscriber access to the PROCESIO Platform, as referred to in the PROCESIO Sales Quote or, as per the case, in the selected Subscription Plan. The parties acknowledge that the Services, as more fully defined below, include software applications and may include third party data licensed from third party data PROCESIO, as further governed by the terms of the Agreement. PROCESIO’s performance in connection with any Services provided in accordance with the Agreement is conditional upon Subscriber fulfilling its obligations as set forth in herein.
WHO WE ARE:
Ringhel Team SRL, registered and functioning under the laws of Romania, with headquarters in Bucharest, District 3, 8 Muresana Street, block 58A, 1st Entrance, 1st floor, app. 15, registered with Bucharest Trade Registry under no. J40/2629/2011, having fiscal code RO28139450, as owner of:
DEFINITIONS: The terms referenced in herein the following meaning:
“Agreement” means the SaaS Agreement together with its Annexes and addendums agreed by the parties from time to time, together with these PROCESIO Terms & Conditions and with the Privacy Policy valid at the signing date of the SaaS Agreement and as these shall be further up-dated periodically by PROCESIO and which, once published on PROCESIO platform, shall be considered as accepted by the Subscriber and opposable to him, if he continues using the Services.
“Administrator User” means each Subscriber employee designated by Subscriber to serve as technical administrator of the SaaS Services on Subscriber’s behalf. Each Administrator User must complete training and qualification requirements reasonably required by PROCESIO.
“Confidential Information” means any information disclosed by a party to the other party, directly or indirectly, which could be in orally or written (graphic, machine-readable or other tangible form]), which refers to Software, software architecture, source code, or parts of the foregoing and ancillary rights or any other information protected by copyright, author’s right or brevetable, business information or which is marked as “confidential” or “proprietary” at Agreement’s signing date or during the execution of the Agreement.
“Subscriber” means the subscriber named in the PROCESIO Sales Quote and/or associated Subscriber Purchase Order.
“Host” means the computer equipment on which the Software is installed, and which is owned and operated by PROCESIO or its subcontractors.
“Maintenance Services” means the maintenance services provided by PROCESIO to Subscriber pursuant to the SaaS Agreement.
“PROCESIO Platform” refers to the either or both of hardware and software, owned, licensed, subscribed to, or managed by PROCESIO and to which PROCESIO grants the Subscriber and Subscriber’s users access to that portion of the Platform (comprising in part “Services” as defined herein) as set forth in the agreed Subscription Plan or, as per the case, in the agreed PROCESIO Sales Quote.
“PROCESIO Sales Quote” or, as per the case, “PROCESIO Subscription Plan” is the pricing plan or statement of work from PROCESIO for the sale of specified products and services pursuant to the Agreement, and as agreed to and accepted by Subscriber’s through the PROCESIO website, or by inked signature documents, evidencing Subscriber’s execution thereof.
“PROCESIO Service Description” is the formal PROCESIO commercial service offering defining the scope and coverage of the Services, referenced in the PROCESIO Documentation at https://docs.procesio.develop.eiddew.com.
“SaaS Agreement” means the agreement concluded directly between PROCESIO and the Subscriber and specifically further defining their rights and obligations along with its Annexes and addendums agreed by the parties, if the case.
“Service” or “Services” or “SaaS Services” means, in whole or in part, and individually or collectively the Services, the PROCESIO Platform, the Software, and any other professional services in the PROCESIO Software Service Description.
“Software” refers to the application software developed and/or distributed by PROCESIO, as described in the PROCESIO Documentation at https://docs.procesio.develop.eiddew.com.
“Subscriber Data” means any data, content, code, or other materials of any type that Subscriber or Subscriber’s Sub-Subscriber(s) uploads, submits or otherwise transmits to or through Services; (ii) outcomes generated by PROCESIO or the Service from such data, metadata, content, code, video, images or other materials submitted by or on behalf of Subscriber.
“Users” means those employees, representatives, contractors, and other end users, as applicable, authorized by the Subscriber to use the Services in accordance with the Agreement. For Services that are specifically designed to allow the Subscriber’s Subscribers, suppliers or other third parties to access the Services to interact with the Subscriber, such third parties will be considered “Users” subject to the terms of the Agreement.
“Third Party Data” means data obtained by PROCESIO from public sources or sources under license by third party vendors, user submissions, and other commercially available data sources for use with the Service, such as reported cyber incidents or internet domain name purchases.
“Sub-Subscriber” means any business entity that is Subscriber’s Subscriber to whom Subscriber is providing services and will utilize PROCESIO Platform to deliver some or all of these services.
1.1.) SaaS End User License Acceptance: The Software provides the functionality as specified in the PROCESIO Documentation and is further contracted to the Subscriber under the limits of the PROCESIO Sales Quote or, as per the case, agreed “PROCESIO Subscription Plan. The Software, including any pre-existing data, are proprietary and the property of PROCESIO and its suppliers and PROCESIO retains any and all rights, title and interest in and to the Software, including in all copies, improvements, enhancements, modifications and derivative works of the Software. Ant licensee or sublicensee, by its use of the software accepts and agrees to be bound by the terms of the Agreement.
BY SELECTING THE “ACCEPT” OPTION PRIOR TO LOGGING INTO THE SOFTWARE, ANY LICENSEE, SUBLICENSEE OR USER HEREBY ACKNOWLEDGES AND AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THE T&C. IF THE LICENSEE, SUBLICENSEE OR USE DOES NOT AGREE TO BE BOUND BY ALL THE TERMS OF THE T&C, ACCESS TO AND USE OF THE SOFTWARE WILL NOT BE PERMITTED OR AUTHORIZED BY PROCESIO
1.2) Third Party Data. The Software may utilize confidential and proprietary Third-Party Data in processing Subscriber Data and generating various outcomes. Such Third-Party Data may not be accurate, complete, or up-to-date and is subject to ongoing and continual change without notice. Neither PROCESIO nor its Third-Party Data sources make any representations or warranties regarding the accuracy, completeness, or currency of such data and assume no responsibility, for the accuracy, completeness, or currency of the Third-Party Data, or any decisions Subscriber makes, based in whole or part on such Third-Party Data. Third Party Data is not a substitute for Subscriber’s own judgment, professional advice, or for the need to seek additional input and research prior to making any decisions based on such data, and accordingly THIRD-PARTY DATA ALONE SHOULD NOT BE USED TO MAKE DECISIONS. Moreover, Subscriber acknowledges that the Third-Party Data will not be used: i) in determining personal, family or household eligibility for obtaining credit or insurance; ii) nor shall it be used for employment purposes (but may be used when evaluating an individual as an independent consultant vendor); nor iii) for any other purpose not-specifically allowed by these T&C.
Subscribers will abide by all applicable laws as a condition for continued use of their Third-Party Data. PROCESIO will use reasonable commercial efforts to:
(i) help ensure the accuracy and appropriateness of the Third-Party Data before it is selected for use with the Service;
(ii) to promptly remove Third-Party Data from the Service that is identified as such and in connection with which PROCESIO has been given reasonable notice; and
(iii) promptly advise Subscriber of known or suspected problems and/or concerns with Third-Party Data.
1.3 Software License Grant. Subject to the terms and conditions of this T&C, PROCESIO grants to Subscriber a limited, conditional, non-exclusive, non-transferable license to use the Software both in Subscriber’s internal business operations, as well as Users associated with any Sub-Subscriber, during the term of the license (“License”). During such license terms, and where such license is neither revoked nor otherwise terminated, Subscriber and Subscriber authorized Users may:
(i) use the Software within the PROCESIO Services Environment; and
(ii) produce reports for their internal use.
It is expressly understood and acknowledged by the parties hereto that no third party may rely in any manner on the outcomes, reports, results, recommendation work product provided by or generated through the Service, and that all data is provided for informational purposes only for use by the Subscriber. Subscriber’s rights to use the Services shall be limited to those expressly granted in the Agreement. All rights not expressly granted to Subscriber are retained by PROCESIO. The Services are protected by copyright laws, trade secrets, as well as laws and any applicable regulations and/or treaties related to other forms of intellectual property. PROCESIO owns or has the necessary rights in, all intellectual property rights in the Services necessary to provide the Services to Subscriber, and for Subscriber to access and utilize the Services on the terms provided herein. Subscriber is granted only limited, conditional, non-exclusive, and non-transferable rights hereunder to use the Service and related user documentation during the term of the License, and thereafter, to use the outcomes generated during the term of the License for Subscriber’s internal, historical or compliance purposes. Use of the Services or related user documentation is provided on an “AS IS” without warranty merchantability or fitness for a particular purpose, or warranty of any other kind, express or implied, at law or in equity. The parties hereto agree that any outcomes will be treated as Confidential Information, in accordance with Section 2.8, notwithstanding the termination or expiration of the Agreement.
Subscriber grants PROCESIO the right to use, process, collect, copy, store, transmit, modify and create derivative works of Subscriber Data only to the extent necessary to provide, improve, upgrade or modify the applicable Service to Subscriber in accordance with and during the term of the Agreement, but such right shall also include any additional post-termination period during which PROCESIO provides the Subscriber with access to retrieve an export file of Subscriber’s content, provided, however, that the time for such access to retrieve shall not exceed 60 days. The license granted to Subscriber by the Agreement shall be limited to the agreed number of user and/or actions (i.e., number of vendors, etc.) provided for pursuant to the associated PROCESIO Sales Quote and shall only be valid during the License term as set forth in the PROCESIO Sales Quote. PROCESIO shall make only such copies of the Subscriber Data as may be necessary to perform its obligations under the Agreement or as otherwise part of its regular internal backup, disaster recovery, or business continuity practices. Concurrently with the term of the Agreement, Subscriber shall have taken and will on an ongoing basis continue taking reasonable steps to secure its information infrastructure, including restricting access (i) to user IDs and passwords, and (ii) access to the Software to those of its employees who are authorized by Subscriber to use the Software. Subscriber remains solely and exclusively responsible for any and all actions taken by Subscriber or its employees using Subscriber accounts and passwords. Subscriber agrees to immediately notify PROCESIO of any unauthorized use of the Software to which Subscriber becomes aware, or reasonably suspect.
Subscriber agrees not to use or permit any use of the Services, including uploading, emailing, posting, publishing or otherwise transmitting any Subscriber Data, or any Services-generated work product or report, or third party content (collectively, “Material”), for any purpose that may (a) menace or harass any person or cause damage or injury to any person or property, (b) involve the publication of any material that it knows to be false, defamatory, harassing or obscene, c) violate privacy rights or promote bigotry, racism, hatred or harm, (d) constitute unsolicited bulk e-mail, “junk mail”, “spam” or chain letters; (e) constitute an infringement of intellectual property or other proprietary rights, (f) frame, scrape, link or mirror any content forming a part of the Service, other than Subscriber’s own intranets or otherwise for its own internal use; (g) knowingly upload to the Services or use the Services to send or store viruses, worms, time-bombs, Trojan horses or other harmful or malicious code or (h) otherwise violate applicable laws, ordinances or regulations. Subscriber expressly agrees that it will not utilize content that would constitute a crime or expose Subscriber or PROCESIO to criminal or civil liability, and PROCESIO reserves the right to immediately terminate the Agreement and Subscriber’s access to and use of the Services in the event such content is used by Subscriber. Subscriber shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership of all of Subscriber Data. PROCESIO reserves the right, but has no obligation, to take remedial action if any of Subscriber’s Material violates the foregoing restrictions, including removing or disabling access to such Material and terminating Subscriber’s license. Subscriber expressly acknowledges and agrees that PROCESIO shall have no liability to the Subscriber, Subscriber’s Sub-Subscribers, or any of Subscriber’s clients in the event that PROCESIO takes such action or actions.
1.4) Restrictions on Transfer, Use, Alteration and Copying. Subscriber may not, without PROCESIO’s prior written consent, conduct, cause or permit the: (i) use, copying, modification, rental, lease, sublease, sublicense, or transfer of the Services except as expressly provided in the Agreement; (ii) creation of any derivative works based on the Service or its accompanying documentation, including but not limited to translations, (iii) alteration of any program files or libraries in any portion of the Service, or reproduction of the database portion or creation of any tables or reports relating to the database structure; (iv) reverse engineering, disassembly, or decompiling of the Service; (v) use of the Service, including any data, information or outcomes generated by the Service, by any party other than Subscriber and its subcontractors and agents acting on Subscriber’s behalf and subject to the terms of the Agreement; or (vi) falsely imply any sponsorship or association with PROCESIO. Any violation of the section shall result in immediate termination of the Agreement, which termination shall be in addition to any other remedies at law or in equity available to PROCESIO. Except for the purposes of training, translation, Subscriber’s internal backup, operational support or internal distribution, Subscriber may not copy or allow others to copy any part of the user documentation or other printed material provided with the Service without PROCESIO’s written consent.
1.5) Security. PROCESIO implements reasonable security measures to help protect Subscriber Data from cyberattack. However, subject to PROCESIO’s taking reasonable measures to secure Subscriber data for transport, Subscriber understands that use of the Services necessarily involves transmission of Subscriber Data over networks that are not owned, operated or controlled by PROCESIO, and PROCESIO shall not be responsible for any of Subscriber Data loss, altered, intercepted or stored across such networks. Notwithstanding the foregoing, PROCESIO acknowledges and confirms that it has in place and will maintain throughout the term of the Agreement reasonable technical and organizational measures to help secure against the accidental, unauthorized or unlawful processing, destruction, loss, damage or disclosure of Subscriber Data and adequate security programs and procedures to ensure that unauthorized persons or parties do not have access to Subscriber Data or any equipment used to process such information or data.
1.6) Indemnity for Subscriber Data. Subscriber shall bear sole responsibility for any information/data uploaded, processed, transferred, transmitted or supplied by Subscriber, including any Sub-Subscriber, in connection with use of the Service, including but not limited to ensuring that the use of the Service to store, process and transmit Subscriber Data is compliant with all applicable laws and regulations. IN NO EVENT SHALL PROCESIO BEAR ANY LIABILITY FOR THE USE OR LOSS OF ANY INFORMATION UPLOADED OR SUPPLIED BY SUBSCRIBER IN CONNECTION WITH USE OF THE SERVICE. Subscriber will defend, indemnify and hold harmless PROCESIO from and against any loss, cost, liability or damage, including attorneys’ fees, for which PROCESIO becomes liable arising from or relating to any claim relating to Subscriber’s, including any Sub-Subscriber’s, inappropriate use of Subscriber Data in violation of the Agreement, including but not limited to any claim brought by a third party alleging that Subscriber Data, or Subscriber’s use of the Services in breach of the Agreement, infringes or misappropriate the intellectual property rights of a third party or violates applicable law. PROCESIO shall not be responsible or liable for any negligent or unintentional deletion, alteration, destruction, damage, loss or failure to store any Subscriber Data. It is expressly acknowledged and agreed that damages for any liability in connection with the Agreement shall be limited to the total of Subscriber fees, limited to one year’s prior fees and as further set forth herein.
1.7) Legal Compliance. Subscriber agrees and warrants that Subscriber’s use of Services and all Subscriber Data is at all times compliant with applicable local, state, EU and international laws and regulations (“Laws”). Subscriber represents and warrants that: (i) Subscriber has obtained all necessary rights, releases and permissions to provide all Subscriber Data to PROCESIO and to grant the rights granted to PROCESIO in the Agreement and (ii) Subscriber Data and its transfer to and use by PROCESIO as authorized by Subscriber under the Agreement do not violate any Laws (including without limitation those relating to GDPR, export control and electronic communications) or rights of any third party, including without limitation any intellectual property rights, rights of privacy, or rights of publicity, and any use, collection and disclosure authorized herein is not inconsistent with the terms of any applicable privacy policies. Other than its security and confidentiality related obligations set forth in the Agreement or in the PROCESIO Privacy Policy, PROCESIO assumes no responsibility or liability for Subscriber Data, and Subscriber shall be solely responsible in connection with Subscriber’s and User’s use, disclosure, storage, or transmission of Subscriber Data.
1.8) Term of Service Period. Services provided under the Agreement shall be provided for the agreed period, unless earlier suspended or terminated in accordance with the Agreement.
1.9) Limited Warranty. THIS SECTION SETS FORTH SUBSCRIBER’S SOLE AND EXCLUSIVE REMEDY FOR UNCORRECTED SERVICE FAILURE: PROCESIO represents and warrants to Subscriber that the Services will function and perform in substantial compliance with the product information provided. PROCESIO makes no warranty that the Software will meet Subscriber’s requirements or operate under Subscriber’s information infrastructure or in conformance with Subscriber’s specific conditions of use.
SERVICE FAILURE: Except as otherwise expressly provided herein, in the event of a material malfunction resulting in the failure of the Services to operate in a manner not conforming with the terms of the SLA (“Service Failure”), Subscriber shall promptly notify PROCESIO in writing of such Service Failure and PROCESIO will use reasonable efforts to correct the Service Failure to bring it into compliance with the provisions of the Service Level Agreement. If any Service Failure reported to PROCESIO by Subscriber remains uncorrected within thirty (30) days of Subscriber’s written notice to PROCESIO, Subscriber’s remedy is as follows: Subscriber may terminate the Agreement and shall not be liable for any unpaid balance from the date such notice has been given to PROCESIO.
PREPAID SERVICES: In the event of a Service Failure in connection with which Subscriber has pre-paid and provided written notice to terminate, Subscriber shall receive a refund based on the period of time following written notice on a pro-rata basis. ALL LIMITED WARRANTIES ON THE SERVICE ARE GRANTED ONLY TO SUBSCRIBER AND ARE NON-TRANSFERABLE. ANY SUCH TRANSFER SHALL BE VOIDABLE AND IS VOID. THIS REMEDY REPRESENTS PROCESIO’S EXCLUSIVE DUTY AND SUBSCRIBER’S SOLE REMEDY EVEN IN THE EVENT THAT THE REMEDY SHOULD FAIL IN ITS ESSENTIAL PURPOSE. PROCESIO MAKES NO WARRANTY THAT OPERATION OF THE SERVICE WILL BE SECURE, ERROR FREE, OR FREE FROM INTERRUPTION.
EXCEPT AS EXPLICITLY PROVIDED IN THE AGREEMENT OR OTHERWISE AGREED TO IN WRITING BY PROCESIO, THE SERVICES ARE PROVIDED TO SUBSCRIBER “AS IS” AND “AS AVAILABLE.” PROCESIO MAKES NO WARRANTIES, EXPRESS OR IMPLIED, IN FACT OR IN LAW, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SUBSCRIBER MUST DETERMINE WHETHER THE SERVICE SUFFICIENTLY MEETS SUBSCRIBER’S REQUIREMENTS FOR SECURITY AND AVAILABILITY. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, SUBSCRIBER BEARS SOLE RESPONSIBILITY AND ALL LIABILITY FOR ANY LOSS INCURRED BY SUBSCRIBER RESULTING FROM ANY SERVICE FAILURES. PROCESIO WILL UNDER NO CIRCUMSTANCE BE RESPONSIBLE OR LIABLE FOR THE LOSS OF SUBSCRIBER OR USER DATA ON ANY SUBSCRIBER COMPUTER OR INFORMATION STORAGE DEVICE. IN ADDITION, SUBSCRIBER ACKNOWLEDGES AND AGREES THAT (A) THE SERVICE DOES NOT CONSTITUTE THE PROVISION OF LEGAL ADVICE OR SERVICER; (B) THE SERVICE IS NOT INTENDED TO COMPRISE OR IMPLY IN ANY WAY, SUBSCRIBER’S COMPLIANCE WITH ANY STATUTE, RULE, REGULATION OR STANDARD; AND (C) SUBSCRIBER IS AND REMAINS SOLELY RESPONSIBLE FOR ITS COMPLIANCE WITH APPLICABLE LAWS RULES AND REGULATIONS.
1.10) Indemnification for Claims Related to Intellectual Property. PROCESIO, in its sole and exclusive discretion, shall, at its expense, indemnify and hold harmless Subscriber, against any claims, demands, suits or proceedings (“Claims”) made or brought against Subscriber by a third party alleging that the use of the Service as contemplated hereunder, and excluding Claims based upon Data provided by Subscriber that infringe a patent, copyright, trademark, or other intellectual property right of a third party or misappropriation such third party’s trade secrets, or any other Claim based upon generally available public data. Upon Subscriber’s receiving notice of a Claim, Subscriber shall (a) give PROCESIO prompt written notice of the Claim; (b) give PROCESIO sole control of the defense and settlement of the Claim (provided that PROCESIO may not settle or defend any claim unless it unconditionally releases Subscriber of all liability and does not attribute any blame or contributory fault to Subscriber); and provide to PROCESIO, at PROCESIO’s cost, all reasonable assistance in the defense or settlement of such Claim. This Section 1.10 comprises PROCESIO’s limit of liability and Subscriber’s exclusive remedy for any claim of intellectual property infringement against Subscriber and arising out of Subscriber’s use of the Services.
1.11) License by Subscriber to Use Feedback. Subscriber grants PROCESIO an unconditional, worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction or other feedback provided by Subscriber or Users relating to the Services, provided that such use and incorporation shall be made on an anonymized basis and without identification or attribution to Subscriber or User. Subscriber hereby acknowledges that it has obtained consent from Subscriber’s Users in connection with such use and incorporation.
II GENERAL COMMERCIAL TERMS:
2.1) Fees, Invoices and Payment. Subscriber shall be invoiced and pay PROCESIO the Fees due for the Services as stated in the PROCESIO Sales Quote and in lack of such as stated in the selected Subscription Plan, whichever applicable. The Fees shall further include all charges associated with the Services plan selected and, as per the case, any overage fees resulting from supplementary actions beyond the quantity in the plan, and any additional or incidental charges. Subscriber shall pay all invoices within 30 days of receipt of the invoice; thereafter unpaid balances which are not the basis of a good faith dispute shall accrue interest at a rate of 0.1% day. Any Subscriber prepayment or any credits earned must be used within 12 months of the date purchased, earned, or awarded or they will expire without notice. If Subscriber fails to pay all invoices or charges for referencing these Terms within thirty (30) business days of PROCESIO’s notice to Subscriber that payment is past due or delinquent in addition to PROCESIO’s other remedies, PROCESIO may suspend or terminate access to and use of the Service by Subscriber and/or Subscriber’s Users.
We accept payments with Credit Cards and Visa and Mastercard Debit Cards. Your subscription will renew automatically at the end of the subscription term unless you opt out from automatic renewal or cancel your membership. You can update your payment method, manage your subscription, or cancel at any time by visiting the Billing page under your user account.
2.2) Account cancellation policy the Agreement is a fix term, binding contract and none of the parties has the right to unilaterally terminate it. However, individual persons have the right according to law to withdraw from the Agreement without penalties and without invoking any reason within 14 calendar days as of the conclusion of the Agreement and in such case, the Subscriber-individual persons shall have the right to full reimbursement of the paid amounts within 14 days as of the receipt by the Provider of the withdrawal request.
2.3) Failed renewal & account suspension: If your credit card on file is closed or expired, or if for any reason, a charge is rejected, you will be requested to update your Billing Information and supply a new payment to keep your account active. If a charge is rejected, your access to the PROCESIO software will be suspended until you update your account information and the payment is successful.
2.4) Free trial: PROCESIO offers as the case might be a one month or two months free trial version, as per parties’ agreement. We do not request credit card information when signing up to the free trial. The free trial allows anyone to view the whole content of the software.. Once you got convinced by the utility of our Services by using the Free Trial and you wish to continue with PROCESIO, you need to purchase and activate the software in order to be able to further use the product.
2.5) Service Upgrades. If Subscriber chooses to add new functionalities to those already agreed, an addendum to the Agreement shall be concluded and the new Fees shall apply as per the parties’ agreement.
2.6) Equitable Relief. Subscriber acknowledges that any use or disclosure of the Software or Third-party Data or Subscriber Data in a manner inconsistent with the terms of the Agreement, or breach of confidentiality may cause PROCESIO irreparable damage for which other remedies may be inadequate, and Subscriber agrees not to oppose any request to a court of competent jurisdiction by PROCESIO, with respect to the Subscriber Data, for injunctive or other equitable relief seeking to restrain such use or disclosure. Subscriber waives any right it may have to require PROCESIO to post a bond or other form of security as a precondition to any such injunctive relief.
2.7) Severability. If any provision of the Agreement shall be held to be invalid or unenforceable, the remainder of the Agreement shall remain in full force and effect. To the extent any express or implied restrictions are not permitted by applicable laws, these express or implied restrictions shall remain in force and effect to the maximum extent permitted by such applicable laws.
2.8) Confidential Information. “Confidential Information” means any information one party discloses to the other under the Agreement which is identified as confidential or proprietary. Confidential Information does not include information which: is rightfully obtained by the recipient without breaching any confidentiality obligations; is or becomes known to the public through no act or omission of the recipient; the recipient develops independently without using Confidential Information; or is disclosed in response to a valid court or governmental order if the recipient notifies the disclosing party and assists in any objections. The recipient may use Confidential Information only for the purposes expressly permitted pursuant to the Agreement and shall treat it with the same degree of care as it does its own confidential information, but with no less than reasonable care. The section shall not affect any other confidential disclosure agreement between the parties.
2.9) Limitation of Liability. Except for breach of Subscriber’s payment obligations or situations arising as a result of either party’s gross negligence or willful misconduct, or a breach of confidentiality or indemnity provisions granted hereunder, each party’s aggregate liability to the other for claims arising out of or relating to the Agreement, whether for breach or in tort, at law or in equity, is limited to the price charged to Subscriber for the Services for the license period of the Agreement.
EXCEPT AS OTHER PROVIDED HEREIN, PROCESIO SHALL NOT BE HELD LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE AGREEMENT (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, FINES, DATA OR OTHER ECONOMIC ADVANTAGE) HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT, BREACH OF WARRANTY, IN TORT, AT LAW OR IN EQUITY, INCLUDING NEGLIGENCE, AND EVEN PROCESIO HAS PREVIOUSLY BEEN ADVISED OF, OR COULD REASONABLY HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES.
2.10) Termination: Either party may terminate the Agreement if a breaching party fails to cure any breach of the Agreement within thirty (30) days of written notice from the non-breaching party specifying such breach.
2.11) Obligations Upon Termination. Upon termination of the Agreement, Subscriber shall discontinue use of the Service and Subscriber shall be responsible for deleting all Subscriber Data from its information infrastructure, including any backups should they exist.
2.12) Survival Upon Termination. The other rights and obligations of the parties pursuant to Paragraphs; 1.4, Restrictions on Transfer; 1.6, Indemnity for Subscriber Data; 1.7, Legal Compliance; 1.9, Limited Warranty; 1.10, Indemnification; 2.8, Confidential Information; 2.9, Limitation of Liability; 2.10, Termination and 2.14. Audit of these Terms & Conditions shall survive and continue after any termination of the Agreement.
2.13) Post-Termination Transition Services. In the event of Termination of the Agreement, and provided that the Agreement has not been terminated by PROCESIO due to Subscriber’s undisputed non-payment of any amount due PROCESIO, PROCESIO will provide Subscriber with assistance reasonably requested by Subscriber to effect the orderly transition of the Services, in whole or in part, to Subscriber (“Transition Services”) following the termination of the Agreement, in whole or in part. The Transition Services shall be provided by PROCESIO as-available, on a time and materials basis and may include at PROCESIO’s then usual and customary hourly or project rates: (a) developing a plan for the orderly transition of the terminated Services from PROCESIO to Subscriber; (b) if required, transferring the Subscriber content;(c) using commercially reasonable efforts to assist Subscriber in acquiring any necessary rights to legally and physically access and use any third-party technologies and documentation then being used by PROCESIO in connection with the Services; (d) using commercially reasonable efforts to make available to Subscriber, pursuant to mutually agreeable terms and conditions, any third-party services then being used by PROCESIO in connection with the Services; and (e) such other activities upon which the parties may agree to in writing.
2.14) Audit. Upon reasonable notice to Subscriber, and during normal business hours, PROCESIO will have the right to audit Subscriber to ensure compliance with the terms of the Agreement; PROCESIO agrees to: (i) schedule each audit during business hours or at some other mutually agreeable time; (ii) be responsible for all time and materials costs of its own or third-party auditors retained to conduct the audit; and (iii) abide by Subscriber’s reasonable security policies and practices.
2.15) Headings. Headings of sections in the Agreement are inserted for convenience only and are in no way intended to limit or define the scope and/or interpretation of the Agreement.
2.16) Waiver & Severability. Failure on the part of either party to give notice of default, or delay in exercising any right or remedy hereunder, shall not operate as a waiver of any such right or remedy except as otherwise expressly stated in the Agreement. In the event that any provision of the Agreement is held invalid, illegal or unenforceable, the remaining provisions shall be enforced to the maximum extent permitted by applicable law.
2.17) Force Majeure. Neither party will be liable for any delay in performance hereunder if such delay is due to causes beyond the reasonable control of such party. In the event PROCESIO is the party unable to perform for more than 30 days, Subscriber shall have the right to terminate the Agreement and PROCESIO shall provide Subscriber with a pro-rata refund of fees paid upon any such termination.
2.18) Assignment. Except in the case of merger or sale of all or substantially all of a party’s assets, neither party may assign or otherwise transfer any of its rights, duties or obligations under the Agreement without the prior written consent of the other party. Such consent may not be unreasonably withheld.
2.19) Applicable Law. Disputes. Any disputes arising out of the Agreement shall be determined pursuant to the laws of Romania.
IN WITNESS WHEREOF, by accepting these Terms & Conditions, the Subscriber hereby also declares that he duly analyzed and expressly accepts the rights and obligations of the parties pursuant to Definitions chapter and paragraphs, 1.1., 1.4., 1.8, 1.9., 1.10., 1.11., 2.1., 2.2., 2.3, 2.5., 2.9., 2.19. herein.
PROCESIO may amend or update these Terms & Conditions in order to comply with applicable legal provisions, changes in our services. The new Terms & Conditions will take effect on the date of publication. If you do not agree with the revised Terms & Conditions, you must change your preferences or not access PROCESIO. If you continue to access or use the Platform after these changes take effect, you agree to comply with the Terms & Conditions.
