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I agree to the Terms and Conditions, Private Policy and GDPR

Terms and Conditions, Private Policy and GDPR

Effective Date: 2025.03.31

This Terms of Service (the "Agreement") is a legal agreement between NOTICEM SYSTEMS S.R.L., a Romanian limited liability company having its registered office at Str. Parța nr. 88, Sat Parța, Com. Parța, jud. Timiș, Romania, registered with the Romanian Trade Register under no. J2025008464005, having unique fiscal code RO51247154 (hereinafter the "Company", "Provider", or "Noticem"), and you, the customer (the "Client" or "you"), who uses or subscribes to the Noticem software-as-a-service platform.

This Agreement governs your access to and use of the Noticem platform and services (as defined below).

PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SERVICE. BY REGISTERING AN ACCOUNT, SUBSCRIBING TO A PLAN, OR OTHERWISE USING THE NOTICEM PLATFORM, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE, YOU MUST NOT USE THE SERVICE.

This Service is offered and available only to businesses and individuals located in the European Union (EU) and acting in a professional/business capacity (not as consumers). By accepting this Agreement, you represent that you are domiciled in the EU and are using the Service for business purposes. Noticem reserves the right to restrict or refuse access to any users outside the EU.

1. Recitals

1.1. Company’s Platform: The Company is the owner and provider of the cloud-based software platform known as "Noticem" (the "Platform" or "Service"), which is a software-as-a-service (SaaS) solution for monitoring product safety alerts (notably those published via the European Union’s Safety Gate/RAPEX system for non-food product warnings) and related compliance management tools.

1.2. Company Rights: The Company owns and retains all rights, title, and interest in and to the Platform, including all intellectual property and proprietary rights. Nothing in this Agreement shall be construed to transfer any ownership rights to the Client; rather, the Client is granted only a limited, revocable right to use the Service under the terms and conditions herein.

1.3. Client’s Desire to Use: The Client desires to use the Platform for its internal business purposes (such as monitoring product safety alerts related to the Client’s products and receiving notifications) and the Company agrees to provide the Client with access to the Platform and related services, subject to the terms and conditions of this Agreement.

THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the Parties agree as follows:

2. Definitions

2.1. Definitions: For the purposes of this Agreement, the following terms shall have the meanings set forth below. These definitions apply equally to the singular and plural forms of the terms defined.

2.1.1. “Platform” or “Service” means the Noticem software platform (including the web application, any APIs, tools, and documentation provided by the Company) made available by the Company as a hosted online service, including any updates, new features, or modules introduced by the Company from time to time. The Platform may also be referred to as the “Noticem SaaS Platform.”

2.1.2. “Client” (also referred to as “you”) means the person or legal entity that has registered for or is using the Service. If an individual is accepting this Agreement on behalf of a company or other legal entity, “Client” refers to that entity and the individual represents that they have authority to bind the entity to this Agreement.

2.1.3. “Authorized User” means any individual (such as an employee, contractor, or agent of Client) who is authorized by the Client to use the Service under the Client’s account. The Client is responsible for ensuring that all Authorized Users comply with this Agreement.

2.1.4. “Subscription Plan” means the specific subscription package or tier of Service selected by the Client (e.g., Micro, Business, Enterprise, or any other plan offered by Noticem) and the associated usage limits, features, and fees. The Subscription Plan may be chosen through the Company’s website or via a written order form or agreement (each such selection or order, an "Order").

2.1.5. “Order” means any online or written order, purchase confirmation, or registration (including selections made through the Company’s online checkout process) by which the Client commits to subscribe to the Service under certain terms (such as the Subscription Plan, subscription term, number of products or users allowed, and payment obligations). Each Order is subject to acceptance by the Company (for example, by activation of the account or confirmation email).

2.1.6. “Subscription Term” means the period of authorized use of the Service pursuant to an Order. For example, the Subscription Term may be monthly or annual and may renew as specified in this Agreement or in the Order.

2.1.7. “Data Processing Agreement” or “DPA” means the separate agreement (attached as an annex or otherwise incorporated by reference into this Agreement) that governs the processing of personal data by the Company on behalf of the Client, in compliance with Article 28 of the EU General Data Protection Regulation (GDPR). The DPA forms an integral part of this Agreement but is executed separately for clarity.

2.1.8. “Safety Gate” refers to the European Union’s Rapid Alert System for dangerous non-food products (also known as Safety Gate/RAPEX), which is an external system providing product safety alert data. The Platform interacts with Safety Gate data to provide its alert monitoring functionality. The Company is not affiliated with the European Commission or the operators of the Safety Gate portal.

2.1.9. “Confidential Information” means any non-public information, in any form, disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, but is not limited to, business processes, technical information about the Platform, Client’s product data and alert results, personal data, business plans, and any other information that by its nature is confidential. (Exceptions to Confidential Information are listed in Section 10 below.)

2.1.10. “Party” means either the Company or the Client, and "Parties" refers to both, as context requires.

Note: Additional terms may be defined elsewhere in this Agreement. Any capitalized terms not defined shall have their plain meaning in context.

3. Object of the Agreement – Grant of License and Scope of Service

3.1. Grant of Use: Subject to the terms and conditions of this Agreement, including payment of applicable fees, the Company hereby grants the Client a limited, non-exclusive, non-transferable, non-sublicensable right and license to access and use the Platform during the Subscription Term, solely for the Client’s internal business purposes in the European Union and in accordance with the permitted features of the chosen Subscription Plan. All rights not expressly granted to the Client are reserved by the Company.

3.2. Acceptable Use and Purpose: The Client agrees to use the Platform only for purposes for which it is designed and offered by the Company (specifically, to monitor and manage product safety alerts for the Client’s products and related internal compliance workflows). Any use of the Service outside of its intended purpose or contrary to the terms of this Agreement is prohibited. The Client may permit its Authorized Users to use the Platform on its behalf, provided that all such use is for the Client’s benefit and internal business needs. The Client shall not use the Service to provide services to third parties as a bureau or on a software-as-a-service basis, except with prior written permission from the Company.

3.3. Geographic Scope: The Service is provided for use by Clients located in the European Union. The Company makes no representation that the Service is appropriate or available for use in other jurisdictions. Clients accessing the Service from outside the EU (if any) do so at their own risk and are responsible for compliance with any applicable local laws; however, the Company reserves the right to restrict or discontinue accounts that are registered from outside the EU, as the Service is not targeted to non-EU users.

3.4. Future Features: The Client acknowledges that the Platform may evolve. The Company may introduce new features, functionalities, or modules from time to time, or modify or discontinue certain features. Such additions or modifications (including those listed as “coming soon” or beta features on the website) shall be governed by this Agreement, unless they come with separate terms. The Company will use reasonable efforts to inform the Client of material changes to the Service. Use of new or modified features after they become available constitutes the Client’s acceptance of them under these Terms. The Company retains the right to make updates, improvements, or adjustments to the Service at its discretion and as needed to ensure efficient operation, compliance with law, or enhancement of functionality.

4. Subscription Term, Renewal, and Duration

4.1. Term Commencement: This Agreement becomes effective and binding on the Parties from the moment the Client first accepts it (such as by clicking “I agree” or by using the Service) and continues in effect until terminated as provided herein. Each Subscription Plan under this Agreement begins on the date the Company makes the Platform accessible to the Client following a successful Order (the "Commencement Date") and will continue for the Subscription Term specified in that Order.

4.2. Auto-Renewal of Subscription: Unless otherwise stated in an Order or unless terminated in accordance with this Agreement, each Subscription Term will automatically renew for successive periods equal to the initial Subscription Term (e.g., monthly subscriptions will renew month-to-month, annual subscriptions year-to-year). The applicable subscription fee for any renewal term will be charged at the then-current rates, unless otherwise agreed. Either Party may elect not to renew a Subscription Term by providing written notice to the other Party at least [30] days before the end of the current term (or, for month-to-month plans, by canceling via the account settings or written notice at least [five] business days before the next monthly renewal).

4.3. Trial or Beta Periods: If the Client is using the Service on a free trial, beta, or evaluation basis (if offered by the Company), the use is permitted only for the trial period and any such use is governed by this Agreement. The Company reserves the right to terminate or downgrade a trial account after the stated trial period unless the Client converts to a paid Subscription Plan. During any trial or beta period, the Service is provided “as-is” without any warranties or liability (to the maximum extent permitted by law).

4.4. End of Subscription Term: Upon expiration of the Subscription Term (if not renewed) or any termination of this Agreement, the Client’s right to access and use the Platform will cease as described in Section 15 (Termination). The Client should ensure it has retrieved any Client Data (as defined in Section 9.2 below) it wishes to retain from the Platform prior to the end of the term or termination effective date.

5. Fees, Payment Terms, and Taxes

5.1. Fees and Pricing: The Client agrees to pay all fees associated with the chosen Subscription Plan as set forth on the Company’s website or in the Order. Subscription fees may be charged on a monthly or annual basis in advance, depending on the billing cycle selected. The Company will charge or invoice the Client according to the billing frequency of the Subscription Plan (e.g., monthly plans are charged monthly, annual plans charged annually). Any additional services (such as SMS notifications beyond plan limits, custom development, or other add-ons) may incur additional charges as agreed by the Parties.

5.2. Payment Method: Payment shall be made by the method the Client selects from the available options (for example, credit/debit card, bank transfer, or other electronic payment). For online credit card or direct debit payments, the Client must provide a valid payment method and authorizes the Company (or its third-party payment processor) to charge the subscription fees automatically on the first day of each billing cycle. If the Client is invoiced (available for certain plans such as Enterprise or by prior arrangement), payment shall be due within [15] days from the invoice date, unless otherwise specified on the invoice or Order.

5.3. Auto-Charge and Renewal Payments: By subscribing, the Client consents to automatic recurring billing. The Company will automatically charge the Client’s provided payment method at the start of each renewal term (see Section 4.2 on Auto-Renewal) for the fees due for that term, unless and until the Client properly terminates or downgrades the subscription prior to renewal. It is the Client’s responsibility to ensure that valid payment information is on file. If there are changes to billing information (such as a new card number or expiration), the Client should update the account promptly.

5.4. Late Payment and Suspension: In the event that any fee payment is not received by the due date, the Company reserves the right, after providing a payment reminder (which may be via email or through the account), to suspend or limit the Client’s access to the Service. If the Client fails to cure the payment default within [15] days after notice of non-payment, the Company may terminate this Agreement for breach. The Company may apply interest on overdue amounts at the rate allowed by Romanian law for commercial transactions (such as the statutory interest rate for late payment) from the due date until paid, and/or charge reasonable penalties or recovery costs as permitted by law. The Client shall be responsible for any collection costs (including legal fees) incurred by the Company in recovering late payments.

5.5. No Refunds: Except as expressly provided in this Agreement or required by law, all payments are non-refundable. If the Client downgrades or cancels a subscription in the middle of a paid term, such change will generally take effect at the next billing cycle, and the Client will not receive a pro-rata refund for the unused portion of the current term (unless the Company, in its sole discretion, decides to offer a refund or credit as a goodwill gesture or where required by applicable law). In case of termination by the Company without cause (per Section 15.2), the Company will refund any prepaid fees covering the period after the termination effective date.

5.6. Taxes: All fees are stated and shall be charged exclusive of any taxes, duties, or similar governmental assessments. The Client is responsible for any value-added tax (VAT), goods and services tax (GST), sales tax, or other taxes (collectively, "Taxes") that are required by law to be collected or paid in connection with the services provided under this Agreement.

For Clients based in Romania, the Company will add Romanian VAT at the applicable rate to the fees, unless the Client provides evidence of a VAT exemption.
For Clients based in other EU member states, if the Client provides a valid VAT identification number, the Company will not charge Romanian VAT and the Client shall self-account for VAT under the reverse charge mechanism if applicable. If the Client does not provide a VAT number or is not a business, the Company may be required to charge VAT according to the rules of the Client’s country.
Any Taxes that the Company is legally obligated to collect from the Client will be added to the invoice or charge and are payable by the Client. The Client shall remain responsible for all other Taxes arising from its subscription or use of the Service. The Client agrees to indemnify and hold the Company harmless from any liability or expense incurred by the Company as a result of the Client’s failure to pay any required Taxes, except for taxes on the Company’s income.

5.7. Fee Changes: The Company may modify the fees or pricing for the Service at the end of the Client’s current Subscription Term, upon reasonable advance notice to the Client (for example, by email or via the Platform). If the Client does not agree to the revised fees, the Client may choose to cancel the renewal per Section 4.2 (non-renewal notice) and cease using the Service at the end of the current term. Continued use of the Service into a renewal term after a fee change constitutes acceptance of the new fees.

6. Service Availability, Maintenance, and Support

6.1. Availability Commitment: The Company will use commercially reasonable efforts to operate and maintain the Platform in a manner that minimizes errors and interruptions and will attempt to ensure the Service is generally available 24 hours a day, 7 days a week. However, the Client acknowledges that 100% uptime is not guaranteed and that the Service may be unavailable from time to time for scheduled maintenance, updates, emergency repairs, or due to unforeseen circumstances (such as telecommunications outages, hardware failures, or force majeure events as described in Section 16).

6.2. Scheduled Maintenance: The Company reserves the right to conduct scheduled maintenance and updates to the Platform. The Company will endeavor to schedule maintenance during low-usage periods and, when feasible, to provide advance notice to the Client of any scheduled downtime (for example, by posting a notice on the Platform or sending an email to registered users). During maintenance windows, the Service may be temporarily unavailable or operate slowly, and the Client agrees that such downtime for maintenance will not constitute a breach of this Agreement.

6.3. Emergency Maintenance: In addition to scheduled maintenance, the Company may need to perform emergency maintenance or suspend the Service without prior notice if required to protect the security, integrity, or usability of the Platform (for instance, to patch a critical vulnerability or fix a major issue). The Company will make reasonable efforts to notify the Client of the emergency maintenance if practicable, but the paramount concern will be to restore the Service’s functionality and security as soon as possible.

6.4. Third-Party Dependencies: The Client acknowledges that certain aspects of the Service depend on services or data provided by third parties that are outside the Company’s control. In particular, the Platform retrieves data from the EU Safety Gate (RAPEX) system and possibly sends communications via third-party email/SMS networks. The Company makes no guarantee regarding the availability, accuracy, or completeness of third-party data sources (including Safety Gate alerts) or the continuous availability of third-party communication networks. Any downtime, suspension, inaccuracy, or change in those external systems or services (such as the Safety Gate portal being unavailable, or changes in its data format, or SMS gateway outages) may impact the Service, and the Company shall not be held liable for such interruptions or issues. The Company will, however, use diligent efforts to adapt the Platform to any significant changes in third-party sources and to promptly restore integrations in case of disruption.

6.5. Support Services: The Company will provide basic customer support to the Client via email or through an online helpdesk, as detailed on the Company’s website or documentation. Currently, support inquiries can be sent to office@noticem.com (or another support email or portal as designated by the Company). The Company will attempt to respond to support requests in a timely manner (for example, within one or two business days), but no specific response time is guaranteed under this Agreement. The scope of included support (such as assistance with using the Platform or addressing errors) will depend on the Client’s Subscription Plan. Higher-tier plans may include priority support or additional assistance as described in their terms. The Company may also provide documentation, FAQs, or other resources to help Clients use the Service effectively.

6.6. No Specific Service Level Guarantee: Unless the Parties have entered into a separate Service Level Agreement (SLA) explicitly guaranteeing uptime or response times (which would typically apply to certain enterprise contracts if provided), the Client agrees that the Service is provided without any express service level guarantees. While the Company strives for high availability and prompt support, the remedies for any Service issues are limited to those expressly provided in this Agreement (such as the right to terminate if downtime is excessive or a breach occurs, subject to the terms herein).

6.7. Changes and Feature Releases: The Company may deploy updates, bug fixes, or enhancements to the Platform at any time. The Company will ensure that such changes do not remove core functionality of the Service that the Client reasonably relies on, except as part of an overall improvement or replacement of features. In the event that a material change negatively affects the Client’s use of the Service, the Client may communicate their concerns to the Company. The Company will consider such feedback in good faith and, if the change permanently and materially reduces the Service’s core functionality, the Client may choose to terminate the Agreement under Section 15.2 (termination without cause) within 30 days of such change and receive a pro-rata refund of any prepaid fees for the remaining term (if the Client is materially impacted and cannot reasonably continue to use the Service due to the change). This Section does not apply to new features that the Client simply chooses not to use, and does not prevent the Company from withdrawing features that are obsolete or under-used in the course of product evolution.

7. Client’s Obligations and Acceptable Use Policy

7.1. Compliance with Laws: The Client shall use the Service in compliance with all applicable laws and regulations, including but not limited to product safety regulations, data protection laws, export control laws, and any laws applicable to the import, sale, or distribution of the Client’s products. The Client remains solely responsible for its own regulatory compliance obligations; the Platform is a tool to aid compliance but does not exempt the Client from adhering to all legal requirements relevant to its business.

7.2. Accuracy of Information: The Client is responsible for providing accurate, current, and complete information to the Company as required to register and use the Platform (including account information, billing information, and the list of product identifiers such as barcodes uploaded for monitoring). The Client represents and warrants that all data it enters into the Platform (including product codes, descriptions, and contact information for notifications) is correct to the best of its knowledge and that it has the right to use and submit such data. The Company is not responsible for any consequences of the Client’s provision of incorrect or outdated information (for example, failure to receive an alert due to an incorrect email or phone number provided by the Client, or an alert failing to match a product due to an incorrect barcode submitted).

7.3. Account Security: The Client must maintain the confidentiality and security of its account credentials (username and password) and any API keys or access tokens provided for using the Service. The Client shall not share login credentials outside of its Authorized Users. The Client is fully responsible for all activities that occur under its account by any party, whether authorized or not, until the Client notifies the Company of a security breach or unauthorized use. The Client agrees to promptly notify the Company at security@noticem.com (or another designated contact) of any suspected or actual unauthorized access to its account or the Service. The Company may assume that any communications received through the Client’s account or associated credentials are made by the Client or with the Client’s authorization.

7.4. Acceptable Use Restrictions: The Client (and its Authorized Users) shall not engage in any of the following prohibited activities, and shall not allow any third party to do so on its behalf:

7.4.1. Unauthorized Access: Attempt to gain unauthorized access to the Service or any related systems or networks (including by circumventing access controls, penetration testing without consent, or using another user’s credentials).
7.4.2. Misuse of Data: Use the Platform to collect, store, or transmit any information in violation of applicable law or the rights of any person. In particular, the Client shall not upload or input any personal data to the Service unless it is necessary for the use of the Service and done in compliance with Section 9 (Data Protection) and the DPA. The Client shall not use the data obtained from the Service (such as Safety Gate alerts or reports generated) for any unlawful purpose or to libel, defame, or harass any entity.
7.4.3. Interference: Interfere with or disrupt the integrity or performance of the Platform or the data contained therein. This includes not intentionally introducing viruses, worms, Trojan horses, or other malicious code into the Service; and not performing any action that imposes an unreasonable or disproportionately large load on the Service infrastructure (such as excessive automated queries beyond what is allowed by the plan or misuse of the API).
7.4.4. Reverse Engineering: Decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code, underlying ideas, algorithms, file formats, or non-public APIs of the Platform, except as permitted by applicable law which cannot be contractually waived. If such law applies, the Client must first request the Company to provide necessary information and only proceed with reverse engineering to the limited extent that the Company has not made such information available under reasonable conditions.
7.4.5. Modification and Derivative Works: Modify, adapt, translate, or create derivative works based upon the Platform, nor shall the Client copy (except as permitted for backup or archival purposes) or frame any part of the Service. The Client shall not remove or obscure any proprietary notices (e.g., copyright or trademark notices) on the Platform or any reports or outputs generated by the Platform.
7.4.6. Resale and Sublicensing: Sell, resell, rent, lease, loan, distribute, or otherwise commercialize the Service or access to it, except as expressly authorized by the Company. The Client shall not sublicense, assign, or transfer the license granted to it to any third party (except in case of permitted assignment of this Agreement in accordance with Section 17.3).
7.4.7. Competitive Use: Use the Service to build a competitive product or service or for the purpose of benchmarking or competitive analysis (except that the Client may internally benchmark the Service for its own business decision-making). The Client shall not use the Service or any data obtained from it to develop, train, or improve a similar or competing software or service offering, whether directly or through a third party.
7.4.8. Violation of Law or Rights: Use the Service in any manner that violates any applicable law or regulation, or infringes any copyright, trademark, trade secret, patent, or other intellectual property or proprietary rights of any third party. The Client shall not use the Service to transmit or store any content that is unlawful, harmful, threatening, defamatory, obscene, or otherwise objectionable (excluding the fact that safety alerts may contain descriptions of harmful products, which is a legitimate use case).
7.4.9. Third-Party Service Abuse: If the Service provides integration to third-party services (e.g., sending emails or SMS), the Client shall not use those features in a manner that violates the third-party service’s terms of use (for example, using the email notification feature to send spam unrelated to safety alerts, or using SMS notifications in a way that breaches telecom regulations). The Client must only use notification features to contact individuals who have a legitimate need to receive the safety alert information (such as the Client’s compliance officers or other designated personnel) and, where required by law, after obtaining their consent.

7.5. Authorized Users and Third-Party Access: The Client may allow its Authorized Users to use the Service in accordance with this Agreement. The Client is responsible for all actions of Authorized Users as if they were the Client’s own actions. The Client may not provide access to the Service to any third party who is not an Authorized User unless: (i) such access is inherently provided by certain features of the Service intended for collaboration (for example, if the Platform allows sharing of a particular alert or report to a partner or supplier via a link, which is a feature offered by the Platform, then such use is permissible in the manner the feature intends); or (ii) the Company consents in writing to such third-party access. In any case where third parties are permitted to access or view certain outputs of the Service (such as a regulatory agency viewing the Client’s digital scorecard, if the Client shares it), the Client shall ensure no sensitive personal data is improperly disclosed and that such third parties understand any use limitations of that information. Third parties given access under this clause are not third-party beneficiaries of this Agreement and have no direct rights under it; any failure by them to comply with applicable terms shall be deemed a breach by the Client.

7.6. Violation of Acceptable Use: The Client acknowledges that violation of the restrictions in this Section 7 (or any other misuse of the Service) may result in immediate suspension or termination of the Service by the Company, in addition to any other remedies available to the Company. The Company will endeavor to provide notice and an opportunity to cure the violation (if curable) as described in Section 15.3, but reserves the right to suspend access immediately if continuing the Client’s access could reasonably result in harm to the Company, the Service, other users, or any third party.

8. Company’s Rights and Obligations

8.1. Service Performance and Changes: The Company has the right (and discretion) to develop, improve, update, and modify the Platform at any time. The Company may upgrade the Service to newer versions or change the design, layout, functionality or features, provided that such changes do not remove the fundamental capability of the Service to monitor product alerts as advertised. The Client understands that the Platform is constantly evolving; the Company will deploy updates (including security patches and new features) and the Platform made available to the Client will be the then-current version. The Client is not entitled to continued access to any particular version of the software, and the Company does not guarantee that older features will be maintained if they are replaced by new solutions. However, if the Client’s Subscription Plan promised a specific feature or integration at the time of signup, the Company will in good faith maintain that capability during the Subscription Term or replace it with substantially equivalent or improved functionality.

8.2. Right to Monitor Usage: The Company may monitor the Client’s use of the Service (in compliance with Privacy laws and the DPA) to ensure quality, improve the Service, and verify compliance with this Agreement. For example, the Company may track usage patterns, volumes of data uploaded, number of alerts matched, login locations, etc. If such monitoring reveals that the Client is exceeding the usage limits of its Subscription Plan (e.g., uploading more product barcodes than permitted, or making API calls above the quota), the Company will notify the Client. The Client agrees to cooperate with the Company to either reduce usage to conform to the plan limits or to upgrade to an appropriate plan. The Company reserves the right to enforce usage limits by technical means (such as throttling API calls or limiting the number of entries) and/or to charge the Client for excess usage at the applicable rate or to require an upgrade.

8.3. Suspension or Termination Rights: The Company may suspend or terminate the Client’s access to the Service under the conditions set forth in Section 15 (Termination). In particular, without limiting Section 15.3, the Company has the right to suspend (and, if necessary, subsequently terminate) the Client’s account with reasonable prior notice (when practicable) if:

8.3.1. Breach of Agreement: The Client is in material breach of this Agreement (including non-payment of fees or violation of the Acceptable Use Policy in Section 7), and such breach is not cured within the cure period specified in Section 15.3 after notice from the Company.
8.3.2. Legal Compliance: The Company is required by law, court order, or at the request of governmental authorities to suspend service to the Client (for example, if providing the Service to the Client becomes unlawful under EU or member state law, or if the Client’s use is the subject of an investigation and authorities demand suspension).
8.3.3. Security Risk: The Company determines, in its reasonable opinion, that the Client’s use of the Service poses an imminent security risk to the Platform or its other clients (e.g., if the Client’s account has been compromised and is being used in a way that attacks the Service or other users).
8.3.4. Insolvency: If the Client is subject to insolvency, bankruptcy, or other proceedings relating to debt relief, such that the Company reasonably deems the Client may not continue to operate or pay for the Service (the Company may at its discretion suspend service partially while seeking assurances or advance payment, as allowed by law).

In any case of suspension, the Company will (where legally and practically feasible) provide written notice to the Client describing the reason for suspension and, if applicable, the steps the Client may take to resolve the issue. Suspension will be lifted once the reason for suspension is cured to the Company’s reasonable satisfaction. If the situation is not resolved within a reasonable time, it may escalate to termination as per Section 15.

8.4. Right to Terminate for Business Changes: The Company reserves the right to discontinue the Service or any portion thereof or to transfer its rights and obligations under this Agreement as part of a sale of the business (see also Section 17.3 on Assignment). In the event that the Company decides to permanently cease operations of the Platform or sells the Platform to a third party, the Company may terminate this Agreement by providing at least 30 days’ prior written notice to the Client. If the Service is being discontinued entirely, the Company will provide Clients with the ability to export their data (product lists, alert records, reports, etc.) during the notice period. If the business or Platform is being sold or assigned, Section 17.3 will apply and the Agreement may continue with the successor entity (or the Company may terminate per this clause and invite the Client to sign up under the new provider). In any termination under this clause, the Company will refund any prepaid fees covering the period after the termination effective date.

8.5. No Waiver of Rights: Except as expressly set forth herein, nothing in this Agreement limits any rights the Company may have at law or equity to protect its intellectual property, ensure compliance, or otherwise manage the Service. The Company’s failure to exercise a right provided for in this Agreement (or delay in doing so) shall not be a waiver of that right or any other rights.

9. Data Protection and Privacy

9.1. Privacy Policy: The collection and use of any personal information by the Company in connection with the Client’s use of the Service is also governed by the Company’s Privacy Policy, which is hereby incorporated by reference into this Agreement. The Privacy Policy describes how the Company collects, uses, shares, and protects personal data when acting as a data controller (for example, information provided during account registration, billing contact information, and usage data for improving the Service). By agreeing to these Terms, the Client acknowledges the Privacy Policy. The Privacy Policy is available on the Company’s website (or will be made available to the Client upon request). The Company may update the Privacy Policy from time to time in accordance with its terms and applicable law.

9.2. Client Data and Data Processing: In the course of using the Service, the Client may input or upload data to the Platform, which may include personal data about the Client’s employees or other individuals (for example, names and contact details of personnel designated to receive alerts, or possibly information about product safety incidents). To the extent that the Company processes any personal data on behalf of the Client as part of providing the Service (i.e., where the Client is the data controller or responsible business for such data), the terms of the Data Processing Agreement (DPA) between the Company and Client shall apply. The DPA sets out the scope, nature, and purpose of processing, the duration of processing, the types of personal data and categories of data subjects, and the respective obligations and rights of the Client and Company in accordance with GDPR Article 28. The DPA is incorporated herein by reference and is considered an Annex to this Agreement. In case of any conflict between this Agreement and the DPA with respect to the handling of personal data, the terms of the DPA shall prevail.

9.3. Client Obligations under Data Protection Law: The Client is responsible for ensuring that it has all necessary rights and consents to provide any personal data of data subjects to the Company for processing via the Service. The Client shall not upload or otherwise submit any personal data to the Platform except for personal data that is needed for the intended use of the Service (such as contact information for alert notifications or user account information). The Client confirms that any personal data it does provide has been collected and is provided in compliance with applicable data protection laws (including providing any necessary notices to, or obtaining any required consents from, the individuals to whom the data relates). The Client, as data controller, is solely responsible for the quality, accuracy, and legality of personal data that it provides to the Service and the means by which it acquired such data.

9.4. Company’s Data Protection Obligations: When processing personal data on behalf of the Client, the Company will: (i) process such data only for the purposes of providing the Service and in accordance with the Client’s documented lawful instructions as set out in this Agreement and the DPA; (ii) implement appropriate technical and organizational measures to protect personal data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, personal data (including encrypting data at rest or in transit as appropriate, and other security measures detailed in the DPA); (iii) ensure that personnel authorized to process the personal data are bound by confidentiality; (iv) assist the Client, at the Client’s cost, in fulfilling the Client’s obligations to respond to data subject rights requests and to maintain data security, conduct impact assessments, or consult supervisory authorities, taking into account the nature of the processing and the information available to the Company; (v) delete or return (at Client’s choice) all personal data upon termination of the Agreement, except where retention is required by law or allowed for legitimate business interests as a controller (in which case such data will be handled in accordance with the Privacy Policy); and (vi) comply with the GDPR requirements for engaging sub-processors and, to that end, the Client provides a general authorization for the Company to engage affiliated or third-party subprocessors as necessary to provide the Service (such as cloud hosting providers, email/SMS delivery services), with the Company remaining liable for their compliance and providing a list of current subprocessors in the DPA or upon request. The Company will also notify the Client of any personal data breaches affecting the Client’s data without undue delay as required by GDPR.

9.5. Data Location and Transfers: The Client understands that the Service is operated from the European Union. The Company will primarily process and store Client data (including personal data) on servers located within the EU. If the Company needs to transfer personal data outside the EU/EEA (for example, if using a sub-processor in another jurisdiction or if the Client or its users access the Service from outside the EU), the Company will ensure such transfer is done in compliance with GDPR Chapter V (e.g., by using EU Commission-approved Standard Contractual Clauses or ensuring the receiving country is deemed adequate). Details of international data transfers (if any) are provided in the DPA or Privacy Policy.

9.6. Confidentiality of Client Data: Without limiting Section 10 (Confidentiality), the Company understands that the data the Client inputs to the Service (including product lists, alert annotations, etc.) may be sensitive to the Client’s business. The Company will treat Client data as the Client’s Confidential Information and will not disclose it to any third party except as needed to provide the Service (and under confidentiality obligations via sub-processor agreements), or as required by law, or as permitted by this Agreement or the DPA. The Company will not use Client’s data for any purpose outside the scope of providing the Service and fulfilling its obligations under this Agreement.

9.7. Statistical Data: Notwithstanding the above, the Client agrees that the Company shall have the right to collect and use data and information relating to the use and performance of the Service in aggregate or anonymized form (such that it does not identify the Client or any data subjects). This aggregated/anonymized data may be used by the Company to analyze and improve the Service, develop new services, and for benchmarking or analytical purposes, provided that no such use will reveal to any third party any Confidential Information of the Client or any personal data that could identify an individual. For clarity, examples of such permissible use include overall statistics like "X% of products in our system matched at least one Safety Gate alert last year" or "average number of alerts processed per month," which contain no personal or client-specific identifiers.

9.8. Retention and Deletion: During the term of this Agreement, the Company will store the Client’s data actively used in the Service. Upon termination of the Agreement or a particular subscription, the Company will make available to the Client, upon request and if not already available via self-service, an export of the Client’s data (such as the list of products and records of matched alerts) in a common format, provided that the request is made within [30] days after termination. After such 30-day period (or immediately, if the Client does not request data retrieval), the Company will proceed to delete or anonymize the Client’s data from the live systems, except as otherwise stipulated in the DPA (e.g., backup archives may be retained securely for a limited period, and any data the Company must retain to comply with legal obligations or for legitimate interests might be retained but protected per Privacy Policy). The Company’s obligations to retain data under the law (for example, billing records for tax purposes) or to defend its legal rights (for example, logs for security investigations) may extend beyond the term, but such retained data remains subject to confidentiality and protection.

10. Confidentiality

10.1. Confidential Information Definition: As defined in Section 2.1.9, “Confidential Information” includes all non-public information exchanged between the Parties in connection with this Agreement. For the avoidance of doubt, Client’s Confidential Information includes all Client data uploaded to or generated by the Platform (including product information, alert results, internal reports, and any personal or business data related to Client’s use of the Service), as well as any business or technical information the Client provides about its operations. Company’s Confidential Information includes the Platform software (including source code, object code, algorithms, documentation, and technical data relating to the Service), any pricing or commercial terms offered only to the Client, and any non-public information about the Company’s business strategies, product roadmap, or know-how. The terms and conditions of this Agreement may be considered Confidential Information by both Parties, except to the extent disclosure is required to enforce rights or as otherwise provided below.

10.2. Exclusions: Information shall not be deemed Confidential Information if the receiving Party can demonstrate by written record that such information: (a) is or becomes generally available to the public through no breach of this Agreement (e.g., information in the public domain not as a result of any wrongful act of the receiving Party); (b) was already known to the receiving Party prior to disclosure by the disclosing Party without confidentiality obligations; (c) is lawfully obtained by the receiving Party from a third party who has the right to disclose it without restriction and without breach of a confidentiality obligation; or (d) was independently developed by the receiving Party without reference to or use of the disclosing Party’s Confidential Information.

10.3. Use and Nondisclosure: Each Party, as a receiving Party of Confidential Information, shall: (i) use the Confidential Information of the disclosing Party solely for the purpose of performing its obligations or exercising its rights under this Agreement and for no other purpose; (ii) not disclose or permit disclosure of the disclosing Party’s Confidential Information to any third party without the disclosing Party’s prior written consent, except as permitted in this Section; and (iii) protect the confidentiality of the disclosing Party’s Confidential Information with the same degree of care that it uses to protect its own confidential and proprietary information of similar nature, but in no event with less than reasonable care and diligence.

10.4. Permitted Disclosures: Notwithstanding the above, a receiving Party may disclose Confidential Information of the other Party on a need-to-know basis to its affiliates, and to its and its affiliates’ employees, officers, contractors, agents, legal counsel, accountants, or advisors who are bound by confidentiality obligations no less stringent than those in this Agreement, and only to the extent necessary to carry out the purposes of this Agreement. The receiving Party shall remain responsible for any breach of confidentiality by such recipients as if it were the receiving Party’s own breach. Additionally, the Company may disclose Client’s Confidential Information to authorized subprocessors as necessary for providing the Service (subject to those subprocessors being under obligations of confidentiality and data protection, per Section 9.4).

10.5. Compelled Disclosure: In the event the receiving Party is required by law, regulation, or court order to disclose any of the disclosing Party’s Confidential Information, the receiving Party shall (to the extent legally permitted) promptly notify the disclosing Party in writing to allow the disclosing Party an opportunity to seek a protective order or otherwise contest the disclosure. The receiving Party shall cooperate with the disclosing Party’s reasonable requests in seeking protective measures. If disclosure is ultimately required, the receiving Party shall only disclose the portion of Confidential Information that its legal counsel advises is legally required and shall use commercially reasonable efforts to ensure that the information is afforded confidential treatment (e.g., filed under seal) by the authority requiring disclosure.

10.6. Confidentiality Duration: The obligations in this Section 10 shall commence upon disclosure and, notwithstanding any termination of this Agreement, continue for five (5) years after the termination or expiration of this Agreement. However, for any Confidential Information that constitutes a trade secret (as defined under applicable law), the obligations of confidentiality shall continue for as long as such information remains a trade secret under applicable law.

10.7. Return or Destruction: Upon the disclosing Party’s written request or upon termination of this Agreement (whichever comes first), the receiving Party shall promptly return or destroy (at the disclosing Party’s choice) all materials embodying the disclosing Party’s Confidential Information in its possession or control, except that the receiving Party may retain one archival copy solely for the purposes of proving the contents of the Confidential Information or to the extent required by law or bona fide compliance purposes (subject to ongoing confidentiality obligations). In the event destruction is requested, the receiving Party shall certify such destruction in writing upon the disclosing Party’s request.

10.8. Remedies: Each Party acknowledges that unauthorized disclosure or use of the other Party’s Confidential Information may cause irreparable harm and significant injury, the damages of which may be difficult to ascertain and which may not be fully compensable by monetary damages. Therefore, each Party agrees that the other Party has the right to seek immediate injunctive relief (without the requirement of posting a bond) to enforce obligations under this Section 10, in addition to any other rights and remedies it may have.

11. Intellectual Property Rights

11.1. Ownership by Company: The Client acknowledges and agrees that the Platform, including all software, code, processes, user interfaces, designs, know-how, and all enhancements, modifications, and derivatives thereof, and all intellectual property rights (such as copyrights, database rights, trade secrets, patents, and trademarks) in or related to the foregoing, are and shall remain the sole and exclusive property of the Company (and/or its licensors, if any). Except for the limited rights expressly granted to the Client in this Agreement, no rights or licenses to the Platform or any of its components are granted, whether by implication, estoppel, or otherwise. Using the Service does not give the Client any ownership of or rights to any aspect of the Service or its content, aside from the Client’s own data.

11.2. Client Data Ownership: As between the Parties, the Client retains all rights, title, and interest in and to any data, information, and materials that the Client uploads or submits to the Platform (including the list of product identifiers, any internal notes or annotations added by Client, and any documents the Client may store on the Platform) as well as any output specifically resulting from the processing of the Client’s data (such as reports or alerts pertaining to the Client’s provided product list). The Company does not claim ownership of such Client-provided content. The Client hereby grants the Company a non-exclusive, worldwide, royalty-free license to use, process, copy, transmit, and display the Client’s data solely as necessary to provide the Service to the Client (including to improve and adapt the Service for the Client’s needs, and to fulfill any requests made by the Client within the Platform). This license extends to any subcontractors or subprocessors used by the Company in providing the Service, strictly for the purpose of carrying out the Service.

11.3. Feedback: If the Client or any of its Authorized Users provides suggestions, ideas, feedback, or recommendations to the Company regarding the Service (collectively, "Feedback"), the Client hereby grants the Company a perpetual, irrevocable, worldwide, sublicensable, royalty-free license to use and incorporate such Feedback into the Service or the Company’s business products and services. The Company shall be free to make use of any Feedback without obligation or compensation to the Client, and any improvements or modifications to the Service resulting from such Feedback are solely owned by the Company. The Client agrees that any Feedback it provides is not the Client’s Confidential Information and may be used by the Company on a non-confidential basis.

11.4. Third-Party Components: The Client acknowledges that the Platform may include software, data, or other components licensed from third parties, including open source software libraries or third-party API data (e.g., data from the EU Safety Gate). The ownership of such third-party components remains with the respective third-party licensors. The Company’s use of third-party components is subject to their license terms. The Company represents that to the best of its knowledge, no third-party components used in the Platform will prevent the Client from exercising the usage rights granted under this Agreement. The Client agrees to only use third-party data obtained through the Service (such as Safety Gate alerts) for its internal compliance and not to redistribute such data in a manner that violates the terms or usage policies of the original source.

11.5. Trademarks: The trademarks, service marks, logos, and trade names ("Marks") associated with "Noticem" and the Company (such as the Noticem name and logo) are the property of the Company or its affiliates. The Client is not granted any license or right to use any Company Marks without the Company’s prior written consent. Likewise, any Marks of the Client remain the property of the Client. Unless otherwise agreed, neither Party will use the other Party’s Marks in any advertising, press release, or promotional material without permission. (As an optional courtesy, the Client agrees that the Company may include the Client’s name and logo in a list of customers on the Company’s website or marketing materials, provided the Client has given prior consent via email or within the Service registration — the Client can revoke this consent at any time by written notice. This does not permit any misleading statements or disclosures of Confidential Information.)

11.6. Protection of IP: The Client shall not assert any ownership interest in the Service or any related IP, and shall not attempt to register, file patents on, or create derivative works based on any part of the Service (except as allowed by law for interoperability after notice to Company). If the Client becomes aware of any actual or suspected infringement of the Company’s intellectual property rights (for example, if a third party is misusing the Platform or if someone improperly accessed the Service), the Client shall promptly notify the Company. The Company shall have the sole right to determine what actions to take in response to such infringement. The Client agrees to cooperate reasonably in any enforcement or legal action taken by the Company to protect its IP in the Service.

12. Disclaimers of Warranties

12.1. “As Is” Basis: The Service is provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, the Company disclaims all warranties, conditions, and representations of any kind, whether express, implied, or statutory, with respect to the Service, the software, and any results obtained from the Service. The Company does not warrant that the Service will be uninterrupted, error-free, or completely secure, or that all defects will be corrected.

12.2. Implied Warranties Disclaimed: The Company specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, and non-infringement, as well as any warranties arising out of course of dealing or usage of trade. The Company does not warrant that the Service will meet the Client’s specific requirements or that the operation of the Service will be entirely error-free or tailored to the Client’s business.

12.3. No Guarantee of Results or Compliance: The Client acknowledges that the purpose of the Service is to assist and streamline the Client’s monitoring of product safety alerts and to aid compliance efforts. However, the Company does not guarantee that use of the Service will result in compliance with any laws or regulations, or that it will identify every product safety issue or alert that may be relevant to the Client’s products. The Service provides notifications and information based on data available (like Safety Gate alerts and the product information provided by the Client), but it is ultimately the Client’s responsibility to review alerts, make compliance decisions, and take appropriate actions regarding product safety and recalls. The Company is not providing legal or regulatory advice through the Service, and any decisions made by the Client in response to alerts or information from the Service are solely at the Client’s discretion and risk.

12.4. Third-Party Content: The Company disclaims any responsibility for the accuracy or completeness of information obtained from third-party sources through the Service. Specifically, any product safety alerts or data retrieved from the EU Safety Gate or other external databases are provided “as is” from those sources. The Company does not edit or alter the content of such alerts (aside from formatting for display) and does not warrant their truthfulness or completeness. There may be delays or omissions in the availability of alerts from external sources which are outside the Company’s control. The Client should verify critical information through official channels if needed. The Company is not liable for any errors or omissions in third-party content delivered via the Platform.

12.5. No Warranty Against Data Loss: While the Company takes measures to protect and backup Client data as per industry standards, the Company does not warrant that Client data stored or processed in the Service will never be lost or corrupted. The Client is encouraged to maintain its own backups of important data (e.g., the list of product identifiers or exported reports). In the event of any data loss or corruption, the Company’s liability will be limited as set forth in Section 13, and the Company will assist in restoring data from available backups if applicable.

12.6. Beta Features: From time to time, the Company may offer access to beta or experimental features or modules of the Service (which might be labeled as “beta”, “preview”, “early access”, or “coming soon”). Any such features are provided for evaluation and feedback purposes and may not be fully tested or reliable. The Company provides beta features without any warranties whatsoever (just as allowed by law) and may discontinue or change beta features without notice. The Client’s use of beta features is voluntary and at its own risk. The Company strongly advises against relying on beta features for critical purposes.

12.7. No Other Warranties: No advice or information (whether oral or written) obtained from the Company or through the Service shall create any warranty not expressly stated in this Agreement. The Client has not relied on any such information or advice in entering this Agreement, and disclaims any claims that may arise therefrom.

Some jurisdictions do not allow the exclusion of or limitations on certain warranties. If such laws apply to this Agreement, some or all of the above disclaimers may not apply to the Client to the extent they are not permitted by such laws, and in such event the warranties will be limited to the minimum extent required by the applicable law. For example, under EU law, certain consumer guarantees may apply by statute; however, the Client hereby confirms it is not a consumer, and these statutory protections for consumers do not apply.

13. Limitation of Liability

13.1. No Indirect Damages: To the fullest extent permitted by law, in no event will either Party be liable to the other Party for any indirect, incidental, consequential, special, punitive, or exemplary damages of any kind, or for any of the following types of loss or damage, arising out of or in connection with this Agreement or the use of (or inability to use) the Service, even if the Party has been advised of the possibility of such damages or such damages were foreseeable:

loss of actual or anticipated profits,
loss of revenue or business opportunity,
loss of goodwill or reputation,
business interruption,
loss of or damage to data (including costs of recovering or reconstituting lost data),
loss of anticipated savings, or
any claims by third parties (other than those expressly covered by an indemnity in this Agreement).

This exclusion of liability applies regardless of the theory of liability (contract, tort, negligence, strict liability, misrepresentation, or any other legal theory) and regardless of the failure of any agreed or other remedy of its essential purpose.

13.2. Cap on Direct Damages: To the fullest extent permitted by law, the total aggregate liability of the Company towards the Client for any and all claims, losses, or damages arising under or relating to this Agreement or the Service (whether in contract, tort, or any other form of liability) shall not exceed the total amount of fees paid or payable by the Client to the Company under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim (or, if the duration of use has been less than 12 months, the average monthly fees paid multiplied by 12). If the Client has not paid any fees (for example, if using a free trial or if an incident occurs during a free period), the Company’s total liability for all claims shall not exceed EUR 100 (one hundred Euro).

13.3. Exceptions to Limitations: Nothing in this Agreement excludes or limits either Party’s liability for: (a) death or personal injury caused by its negligence or willful act; (b) fraud or fraudulent misrepresentation; (c) willful misconduct or gross negligence (to the extent that such exclusion is not permitted by law); or (d) any other liability which cannot be excluded or limited under applicable law. In addition, the limitations and exclusions of liability in Sections 13.1 and 13.2 shall not apply to: (i) the Client’s payment obligations under Section 5 (all fees properly due are payable in full); (ii) the Client’s liability for unauthorized use or misuse of the Company’s intellectual property or Confidential Information (any damages resulting from such acts by the Client shall be borne by the Client without limitation, subject to applicable law); and (iii) any indemnification obligations of the Client under Section 14.1.

13.4. Additional Clarifications: The Parties agree that the limitations of liability set forth in this Section 13 are reasonable and have been taken into account in setting the fees and entering into this Agreement. The Client acknowledges that the Service is priced based on the allocation of risk and limited remedies specified in this Agreement, and that a higher fee for a service free of or with higher limits on liability would be significantly greater. If any remedy provided in this Agreement is adjudicated to have failed of its essential purpose, the limitations of liability and exclusions of damages set forth in this Section 13 shall remain in effect to the maximum extent permitted by law.

13.5. Multiple Claims: All claims and causes of action arising out of or relating to this Agreement or the Service shall be aggregated when calculating the maximum liability under Section 13.2, and multiple claims shall not enlarge this limit. The existence of more than one claim or lawsuit will not enlarge or extend the limit of liability.

13.6. Third-Party Liability: The Client acknowledges that the Company is not liable for the acts or omissions of third parties, including any third-party services, platforms, or data sources that integrate with or are accessible through the Service (e.g., the providers of Safety Gate data, SMS or email gateways, web hosting providers, etc.), except to the extent that such third parties are subcontractors processing data on behalf of the Company and even then only to the degree the Company has recourse against them under contract. Any claims arising from third-party services or data are subject to whatever terms govern those services/data between the Client and the third-party (if any).

Some jurisdictions do not allow certain exclusions or limitations of liability (for example, in relation to gross negligence, willful misconduct, or certain statutory liabilities). Nothing in this Section 13 is intended to limit liability beyond what is permitted by applicable law. In any case, the Parties intend that the releases, waivers, and limitations of liability in this Agreement be enforced to the maximum extent permissible.

14. Indemnification

14.1. Client Indemnity: The Client agrees to indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents (the "Company Indemnitees") from and against any and all third-party claims, actions, suits, or proceedings, as well as any losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) finally awarded or agreed to in a settlement (with the Client’s consent, such consent not to be unreasonably withheld) (collectively, "Losses"), to the extent arising out of or related to: (a) the Client’s or an Authorized User’s use of the Service in violation of this Agreement or applicable law (including any allegation that such use violated a third party’s privacy or data protection rights, or any other rights); (b) any content or data (including product information, materials, or personal data of third parties) that the Client or its Authorized Users input into or cause to be processed by the Service, including any claim that such content or data infringes or misappropriates any copyright, trademark, trade secret, patent or other intellectual property right of a third party, or has caused harm to a third party (such as a defamation or product disparagement claim); or (c) the Client’s products or business operations, including any product recall, regulatory action, or consumer claim relating to the safety, quality, or compliance of the Client’s products (the Client acknowledges that the Company is not responsible for the safety or compliance of the Client’s products, and if any third party – such as a consumer or regulator – brings a claim related to the Client’s product, the Client will not join the Company into such claim or will indemnify the Company if it is brought in due to the Client’s actions).

14.2. Indemnification Procedure: The Company shall: (i) promptly notify the Client in writing of any claim for which it seeks indemnification under Section 14.1, provided that failure to give prompt notice shall only relieve the Client of its indemnification obligations to the extent the Client is materially prejudiced by such failure; (ii) give the Client sole control of the defense and settlement of the claim (except that the Client shall not settle any claim in a manner that admits fault or liability of the Company Indemnitees or imposes any obligation on the Company Indemnitees other than payment, without the Company’s prior written consent, not to be unreasonably withheld); and (iii) provide the Client, at the Client’s expense, with all reasonable assistance in the defense of the claim. The Company retains the right to participate in the defense of the claim with counsel of its own choosing at its own expense.

14.3. IP Infringement by Company (Company Indemnity): The Company has, through the limitations of liability above, taken on significant risk limitations. For comprehensiveness, we note that should any third party allege that the Platform (excluding any Client data or third-party content integrated by the Client) infringes that third party’s intellectual property rights, the Company’s liability (if any) shall be determined in accordance with Section 13 and the Client’s remedies would be limited to termination for breach if the Service can no longer be provided without infringement. (If the Company does offer any IP indemnification separately to certain clients by separate agreement, such obligation would be outlined there. Under this Agreement, no specific IP indemnity by Company is provided, given the broad limitation of liability, except as otherwise provided by mandatory law.)

14.4. Exclusive Remedy: This Section 14 states the Client’s sole and exclusive remedies, and the Company’s sole liability, with respect to any claim brought by a third party arising out of the Client’s use of the Service or any content/data provided by the Client.

15. Termination

15.1. Termination for Convenience by Client: The Client may terminate this Agreement or cancel a Subscription Plan for convenience at any time by providing written notice to the Company (for example, by emailing a cancellation request to the Company’s support email or by using any self-service cancellation feature in the account settings, if available). In the case of such termination for convenience, the effective date of termination will be the last day of the then-current Subscription Term for which fees have been paid (since the Company does not refund prepaid fees for early termination, per Section 5.5, the Service will continue until the end of the paid period). If the Client wishes to terminate immediately and not use the Service for the remainder of a paid term, it may do so, but no refund will be due (unless otherwise agreed by the Company in its discretion). Upon non-renewal or cancellation, the Client’s account will be set not to renew and will terminate at the end of the current term.

15.2. Termination for Convenience by Company: The Company may terminate this Agreement or any individual Subscription Plan for convenience by providing at least thirty (30) days’ advance written notice to the Client. Typically, the Company would exercise this right only in unusual circumstances (such as discontinuation of the Service as described in Section 8.4, or if the Company decides to end a free trial or free tier program). If the Company terminates a paid Subscription for convenience (and not due to the Client’s breach or misuse), the Company will allow the subscription to continue until the end of the current billing period and not renew it, or if the termination is effective earlier than the end of the period, the Company will provide a pro-rata refund of any prepaid fees for the portion of the Subscription Term that was terminated.

15.3. Termination for Breach: Either Party may terminate this Agreement (including all Subscription Plans) immediately upon written notice to the other Party if the other Party commits a material breach of this Agreement and fails to cure that breach within fifteen (15) calendar days after receiving written notice detailing the breach and the intent to terminate if not cured. If the breach is of a nature that is not curable (for example, a violation of confidentiality that caused irreparable harm, or the other Party becoming insolvent), the non-breaching Party may terminate immediately upon written notice.

For clarity, the following may be considered material breaches by the Client: non-payment of fees when due (subject to any legal grace period), repeated or severe violations of the acceptable use policy in Section 7, unauthorized sharing or sublicensing of the Service, or any use of the Service that seriously violates applicable law or third-party rights.
Material breaches by the Company may include: prolonged or repeated downtime substantially in excess of what is expected (in absence of a SLA, this is subjective but would mean the Service is largely unusable for an extended time due to Company’s fault), or a persistent failure to meet essential obligations under the Agreement (such as a complete failure to provide the core functionality of the Service). The Client acknowledges that minor bugs or occasional downtime, or other issues addressed by disclaimers and limitations herein, will not constitute a material breach by the Company given the nature of SaaS services.

15.4. Termination for Insolvency or Legal Events: Either Party may terminate this Agreement immediately by written notice if the other Party: (a) becomes insolvent, admits in writing its inability to pay debts as they mature, or seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against the other Party and not dismissed within 60 days; or (b) ceases to do business or otherwise terminates its business operations. (In the case of the Company, if it ceases operations of the Service, Section 8.4 would apply; in case of insolvency, the Client’s access might cease due to inability of Company to perform, and the Client would have a claim as a creditor for any unearned fees.)

15.5. Effects of Termination: Upon expiration or termination of this Agreement for any reason:

(i) The Client’s rights to access and use the Service shall immediately cease (or, if termination is after a notice period, on the effective date of termination, the account will be deactivated or access blocked). The Client agrees to stop using the Service and to refrain from any further use of any portion of the Service or Company IP.
(ii) The Client shall promptly pay any outstanding fees for services rendered up to the termination date. If the Agreement is terminated by the Client for the Company’s uncured breach, and the Client has pre-paid fees for a period beyond the termination date, the Company will refund the pre-paid amounts for the unused period. If the Agreement is terminated by the Company for the Client’s breach, the Client is not entitled to any refund for the remaining period (and any unpaid fees for the term will become immediately due and payable as liquidated damages, not as a penalty).
(iii) Each Party will, upon request, return or destroy the other Party’s Confidential Information as per Section 10.7, and the Company will handle Client data in accordance with Section 9.8 (Retention and Deletion) and the DPA.
(iv) The Client should export or retrieve any of its data from the Platform prior to the effective termination date (or within the grace period allowed in Section 9.8). After such time, the Company may delete Client’s data, and will not be liable for any deletion of Client data per the terms of Section 9.8.
(v) Any provisions of this Agreement that by their nature should survive termination (including, but not limited to, confidentiality obligations, disclaimer of warranties, limitation of liability, accrued payment obligations, and governing law and dispute provisions) shall survive according to their terms.

15.6. Suspension as Alternative to Termination: As noted in Section 8.3, the Company may choose to suspend the Client’s access in case of breach or suspected breach, as a temporary measure. Suspension may involve disabling the account or certain functionality. During suspension (which is not a full termination), the Client’s obligations under the Agreement (including payment) continue. The Company will restore access when the issue is resolved. If not resolved, the Company may proceed to terminate. Suspension of service for breach that is not cured does not waive the Company’s right to terminate or seek other remedies.

15.7. No Liability for Termination: Neither Party shall be liable to the other for any damages (whether compensatory, consequential or otherwise) resulting solely from a proper termination of this Agreement in accordance with its terms. The Client acknowledges that if the Company terminates this Agreement as permitted hereunder, the Client may be prevented from accessing the Service or its data, and the Company shall not be liable for any such loss of access or data so long as it has complied with the obligations in this Agreement (such as making data available for export and not deleting data before the time permitted).

16. Force Majeure

16.1. Definition: Neither Party shall be liable for any failure or delay in performing its obligations (excluding payment obligations) under this Agreement if such failure or delay is caused by or results from events beyond that Party’s reasonable control, including but not limited to: acts of God, fire, flood, lightning, earthquake, storms or other elements of nature, pandemics, epidemics or health emergencies, war, terrorism, civil unrest, strikes, lockouts or other labor disturbances, acts of government or governmental agencies (including changes in law or regulations or embargoes), or failure of the internet, telecommunications, or power networks not caused by the obligated Party ("Force Majeure").

16.2. Notice and Mitigation: The Party claiming relief under Force Majeure shall promptly notify the other Party in writing of the occurrence of the Force Majeure event, its effect on performance, and how long the Party expects it to last. The affected Party shall use diligent efforts to mitigate the impact of the event and resume performance of its obligations as soon as reasonably possible.

16.3. Suspension of Obligations: During the continuance of a Force Majeure event, the obligations of the affected Party (other than confidentiality and data protection obligations, which should be maintained to the extent possible) shall be suspended to the extent they are affected by the Force Majeure. For example, if the Company is affected by a widespread Internet outage or a government-mandated shutdown that prevents it from providing the Service, the Company’s obligation to provide the Service is suspended for the duration of that event. The Client will likewise not be obligated to pay for Services that are not provided due to Force Majeure (if the service outage is prolonged, the Company may provide a pro-rata credit or extension).

16.4. Right to Terminate for Prolonged Force Majeure: If a Force Majeure event persists for an uninterrupted period of more than thirty (30) days, either Party may terminate this Agreement (or the affected Order/Subscription) upon written notice to the other, without further liability (and with a pro-rata refund by the Company to the Client of any pre-paid fees for the period after termination in the case where the Service can no longer be provided due to Force Majeure). The Parties will in good faith discuss a proper wind-down of services in such scenario.

16.5. Exclusions: The following are not considered Force Majeure for the purpose of this Agreement: (a) financial distress or inability of either Party to make a profit or avoid a financial loss, changes in market prices, or increased cost of performing obligations (except as directly caused by a Force Majeure event); (b) cyber attacks, unless they qualify as terrorism or similar scale beyond control – in general, each Party is expected to maintain reasonable security to prevent foreseeable cyber incidents; (c) workforce strikes limited to the affected Party’s own employees (except general strikes in an industry or region); and (d) failures of third-party vendors or suppliers unless caused by an independent Force Majeure event affecting them.

17. Miscellaneous

17.1. Governing Law: This Agreement and any disputes arising out of or related to it or the Service shall be governed by and construed in accordance with the laws of Romania, without regard to its conflict of laws principles. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement. The Parties acknowledge that the Service is intended for use by businesses in the EU, and that Romanian law provides a predictable legal framework. Where applicable, this Agreement shall also be interpreted consistently with relevant EU legislation (such as GDPR for data protection matters).

17.2. Jurisdiction and Dispute Resolution: The Parties shall attempt in good faith to resolve any dispute or claim arising out of or relating to this Agreement by negotiation between senior executives of the Parties. If such dispute is not resolved within a reasonable period (e.g., 30 days from written notice of the dispute), then, subject to any mandatory arbitration or dispute resolution law, the dispute shall be submitted to the exclusive jurisdiction of the competent courts of Romania. The Parties specifically consent to the jurisdiction of the courts located in the district of the Company’s registered office (currently Timiș County, Romania) for any litigation. The Parties waive any objections to the venue and jurisdiction of such courts, including objections based on inconvenient forum. Notwithstanding the foregoing, the Company shall have the right to seek equitable relief, including injunctions, in any jurisdiction worldwide in case of breach of intellectual property or confidentiality that threatens irreparable harm.

If the Client is a consumer or a micro-enterprise in a jurisdiction that provides for certain protective rights to bring claims in the Client’s home country, nothing in this Section 17.2 is intended to deprive the Client of the benefits of any such mandatory provisions of law. However, the Client has represented that it is not a consumer, and thus the above jurisdiction clause is intended to be enforceable.

17.3. Assignment: The Client may not assign or transfer this Agreement (in whole or in part), nor delegate any of its obligations hereunder, to any third party without the prior written consent of the Company. Any attempted assignment in violation of this provision shall be null and void. The Company may assign or transfer this Agreement, in whole or in part, without the consent of the Client to (i) an affiliate, (ii) a successor entity in the event of a merger, acquisition, or sale of all or substantially all of the Company’s assets or of the business unit that offers the Service, or (iii) any entity that agrees to assume the Company’s obligations under this Agreement. The Company shall notify the Client of any such assignment. This Agreement will bind and inure to the benefit of the Parties, their successors, and permitted assigns. In the event of an assignment by the Company, the Client acknowledges that the assignee will have the same rights and obligations as the Company did, and the Company will be released from further obligations (to the extent they are assumed by the assignee). If the Client needs to assign this Agreement as part of a merger or sale of its business, it will request the Company’s consent, which will not be unreasonably withheld, provided the successor is also an EU-based entity of equivalent standing and agrees in writing to be bound by this Agreement.

17.4. Entire Agreement: This Agreement, including its annexes or any documents incorporated by reference (such as the DPA and Privacy Policy, and any specific Order forms or addenda executed by both Parties), constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, and warranties, both written and oral, regarding such subject matter. Each Party acknowledges that in entering into this Agreement it has not relied on any statement, representation, warranty, or agreement other than as expressly set out in this Agreement. No terms in any purchase order, invoice, or other business form employed by the Client will modify or supplement the terms of this Agreement, even if signed or accepted by the Company, and any such additional or inconsistent terms are hereby deemed rejected by the Company. In case of conflict between the main body of this Terms of Service and any annex or addendum (such as the DPA, or a separately negotiated addendum), the terms of the annex/addendum shall control with respect to its subject matter. In case of conflict between this Agreement and an Order form, the Order may specify certain terms (like pricing or term) that override the general terms here, but only if the Order explicitly states the deviation. For clarity, any mutually signed agreement (e.g., a Master Subscription Agreement or custom Terms) between the Parties after the date hereof that covers the same subject matter will supersede this Agreement.

17.5. Amendments: The Company reserves the right to modify or amend the terms of this Agreement. For changes that are necessary to comply with law or that do not materially affect the rights or obligations of the Client (such as clarifications or minor adjustments), the Company may implement the change immediately and inform the Client via the Service or email. For any material changes to this Agreement (for example, changes that substantially affect the risk allocation or obligations of the Client), the Company will provide at least thirty (30) days’ advance notice to the Client (via email or conspicuous notice in the Service) and such changes will become effective at the end of that notice period. If the Client objects to a material change, the Client may terminate this Agreement by providing written notice to the Company before the change takes effect (and the Client will be entitled to a pro-rated refund of any prepaid fees for the period after termination, if applicable). Continued use of the Service after the effective date of any updated Terms of Service constitutes acceptance of the change. Except as otherwise provided in this Section 17.5, no modification of this Agreement will be binding unless in writing and signed by duly authorized representatives of both Parties.

17.6. No Waiver: No failure or delay by either Party in exercising any right, power, or remedy under this Agreement shall operate as a waiver of that right, power, or remedy. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is to be asserted. A waiver of any breach or default will not constitute a waiver of any other right or of any subsequent breach or default. Similarly, the single or partial exercise of any right or remedy under this Agreement by either Party does not preclude further exercise of that or any other right or remedy.

17.7. Severability: If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, then that provision shall be eliminated or limited to the minimum extent such that the remainder of this Agreement will continue in full force and effect. The Parties shall endeavor in good faith to replace any invalid or unenforceable provision with a valid, enforceable provision that achieves, to the greatest extent possible, the original intent and economic effect of the invalid provision.

17.8. Relationship of the Parties: The Parties to this Agreement are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, franchise, or agency relationship between the Company and the Client. Neither Party has any authority to act on behalf of or bind the other in any manner. The Client does not have any fiduciary duty to the Company under this Agreement, and vice versa. Each Party is responsible for its own expenses and personnel in performing its obligations hereunder.

17.9. Third-Party Beneficiaries: Except as expressly provided herein (for example, Company Indemnitees under Section 14.1 have rights to be indemnified), there are no third-party beneficiaries to this Agreement. This Agreement is intended solely for the benefit of the Parties and their permitted assigns, and nothing in this Agreement (express or implied) shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature.

Notices sent by email shall be deemed given on the day sent, if sent on a business day during normal business hours of the recipient, and otherwise on the next business day (provided no bounce or error is received). However, any Notice regarding an indemnifiable claim or a breach or termination of this Agreement should also be copied via physical mail or courier to ensure receipt. Notices sent by mail or courier are deemed given when received, as evidenced by delivery records. The Parties agree that communications related to day-to-day operations of the Service (including support requests, routine updates, etc.) may be conducted via email or within the Platform, but formal legal notices shall be given as described above.

17.11. Language: This Agreement is drafted in the English language, which shall be the governing language for interpretation. If the Company provides any translation of this Agreement, it is for convenience only, and the English version shall prevail to the extent of any inconsistency. All communications and notices to be made or given pursuant to this Agreement must be in the English language unless otherwise agreed.

17.12. Headings and Interpretation: The section headings in this Agreement are for reference and convenience only and shall not affect its interpretation. Terms such as “including” and “for example” shall be deemed to be followed by “without limitation” whether or not actually stated. The word “or” is inclusive (meaning “and/or”) unless the context clearly dictates otherwise. This Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring either Party by virtue of authorship.

17.13. Execution and Counterparts: (Applicable if this were a signed agreement.) This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Delivery of a signed counterpart by facsimile or electronic image scan (PDF) shall be equally effective as physical delivery of a paper original. (For click-through acceptance, the act of clicking to accept or using the Service constitutes execution of this Agreement by the Client.)

17.14. Data Processing Agreement: For completeness, the Data Processing Agreement (DPA) referenced in this Terms of Service is attached as Annex 1 (or provided via a separate link). The DPA is hereby incorporated by reference. The Client should review and execute the DPA, which will become effective upon both Parties’ acceptance (which may be via electronic acceptance if provided). The DPA details additional obligations of the Company as a data processor and the Client as a data controller under GDPR and applicable privacy laws. Signing or agreeing to this Terms of Service includes agreement to the attached DPA.

17.15. Signature / Acceptance: [If the Agreement is presented in an online form, include instructions for acceptance.] By clicking “I Agree” (or a similar button) or by using the Service, the Client agrees to the terms and conditions of this Agreement. If this Agreement is executed in writing, the authorized representatives of the Parties have signed below to indicate their acceptance.

IN WITNESS WHEREOF, the Parties by their duly authorized representatives have executed this Terms of Service Agreement as of the Effective Date.

(Company and Client signature lines if applicable)

Noticem Systems S.R.L. – Terms of Service (Noticem Platform) – [Version: Effective as of 2025-03-31

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