Terms and Conditions
Full company name: Preduzeće za projektovanje, inženjering i trgovinu WEBCentric d.o.o.
Address: Ulofa Palmea 6b, 11060 Belgrade, Serbia
Occupation: computer programming
Occupation number: 62.01
Company number: 20105771
VAT number: 104165465
Contact email: firstname.lastname@example.org
Contact phone: +381 64 7091442
The term ‘the Company’ or ‘us’ or ‘we’ refers to WEBCentric d.o.o. with offices at 6b Ulofa Palmea, 11160 Belgrade, SERBIA. Our company registration number is 20105771.
The term ‘client’ or ‘you’ or ‘your’ or ‘user’ refers to any entity which enters into a contractual agreement with WEBCentric.
2. Formation of Agreement
These general terms and conditions (“GTC” or “Terms”) constitute a contract between you and us and govern the use of and access to the Service and Site by you and your Agents whether in connection with a free trial, beta version or paid subscription to the Service, or any other use of the Service and irrespective of the method or manner of the agreement upon which that contract was made.
By accepting these Terms, or by accessing or using the Service and/or Site or authorizing or permitting any Agent to access or use the Service, you represent that you have read, understood, and agree to be bound by these Terms. If you are entering into these Terms on behalf of a company, organization or another legal entity (an “Entity”), you are agreeing to these Terms for that Entity and representing to us that you have the authority to bind such Entity and its Affiliates to these Terms and all applicable laws, in which case the terms “client”, “you,” “your”, “user” or related terms herein shall refer to such Entity and its Affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Service.
The Company reserves the right to change these Terms at any time, so please refer to the terms and conditions prior to entering any contract with WEBCentric.
When used in these Terms with the initial letter capitalized, in addition to the terms defined elsewhere in these GTC, the following terms have the following meaning:
Affiliate: means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities, by contract, or otherwise.
Account: means any accounts created by or on behalf of a user or its Agents within the Service.
Agent: means an individual authorized to use the Service through your Account as an agent and/or administrator as identified through a unique login.
Party: means any party to these Terms, including you, your Agents, and/or us.
Confidential Information: means all information (in written, graphic, oral or other tangible or intangible form) disclosed by WEBCentric to you which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to information relating to WEBCentric’s security policies and procedures, any scientific or technical information, invention, design, device, process, compilation of information, record, specification, procedure, formula, improvement, technology, code, software code, hardware or method, any concepts, reports, data, know how, works in progress, product developments, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, financial information, customer information, information marked as confidential and trade secrets shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to You at the time of disclosure by WEBCentric; (b) is or becomes generally available to the public other than by violation of these Terms or another valid agreement between the Parties; (c) was or is independently developed by You without use of WEBCentric’s Confidential Information; or (d) is required to be disclosed pursuant to a valid court order, so long as it is disclosed under seal.
Data Protection Law: means all legislation and regulations relating to the protection of personal data, of any applicable jurisdiction, including without limitation the General Data Protection Regulation (Regulation (EU) 2016/679) and all other statutory instruments, industry guidelines (whether statutory or non-statutory) or codes of practice or guidance relating to the processing of personal data or privacy or any amendments and re-enactments thereof.
Form: means any of our service order forms, statements of work, or agreements executed or approved by you with respect to your subscription to a Service, which may detail, among other things, the Price Plan applicable to your subscription to the Service.
Intellectual Property Rights: means any patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how, and any other intellectual property and/or proprietary rights.
Personal Data: means personal data as defined under the applicable Data Protection Law.
Process: means any operation or set of operations performed upon Personal Data, whether or not by automatic means, as defined in the applicable Data Protection Law. “Processes” and “Processing” shall be construed accordingly.
Service: means any service provided to you by WEBCentric, that you have purchased or to which you have subscribed, whether made available to you on a trial, beta, free, or paid basis. Services include but are not limited to sue of the Price2Spy Software, an online price monitoring tool, meant to help eCommerce professionals across the world.
Service Data: means all data extracted from any website by you or your Agents through a WEBCentric Service, including data received through web scraping or crawling, software or platform services, API, or other mechanisms through the Service.
Price Plan(s): means the packaged service plan(s) and the functionality and services associated therewith for the Service, as applicable, to which you subscribe.
Site: means www.price2spy.com , as well as any other websites that WEBCentric operates.
Software: means the software developed or licensed by WEBCentric that allows you or your Agent to use any function in connection with the applicable Service.
Subscription Term: means the period during which you have agreed to subscribe to the Service.
WEBCentric hereby grants you a limited, revocable, non-exclusive, non-transferable, and non-assignable subscription for the duration of the Subscription Term to use and access the Services in accordance with your Price Plan and to make use of the Service Data for internal intelligence gathering and business purposes in accordance with these Terms and applicable laws. For the avoidance of doubt, the Services are not licensed nor sold, and WEBCentric retains and reserves all rights not expressly granted under these Terms. You expressly acknowledge that WEBCentric retains all worldwide rights, title and interest in and to the Services and the Software, including all rights in patents, trademarks, trade names, copyrights, trade secrets, know-how, data (including all applications therefor), and all proprietary rights under the laws of any jurisdiction. You agree not to do anything inconsistent with such ownership, including without limitation, challenging the validity of the rights granted herein.
4.2 Ownership of Services
The Company owns and shall maintain all rights, title, and intellectual property in the Services, the Software and to any other Intellectual Property Rights. The rights granted to you and your Agents to use the Service under these Terms do not convey any additional rights in the Service, the Software or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Service as expressly stated herein, all rights, title, and interest in and to the Service and all hardware, Software, APIs, and other components of or use to provide the Service, including all related Intellectual Property Rights, will remain with WEBCentric and belong exclusively to WEBCentric. We shall own all rights, title, and interest in any code or other data generated through the Services.
4.3 Service Data
Service Data is the property of the respective third party where the data is getting scraped from. In case you want to scrape data which is not publicly visible from these Websites – you agree and covenant to obtain all rights from owners of such third party Service Data necessary for you to copy, store, link, or display such data. You are required to comply with all policies, laws, rules and regulations applicable to any third party data. All Service Data is presented “as-is” and we disclaim all warranties to the content, data, links, and information presented in the Service Data, including any warranties of merchantability, non-infringement, specifically non-infringement of copyright or other intellectual property rights, and fitness for a particular purpose. The Services do not provide any copyright or permissions to you with regard to use of the Service Data and it is your sole responsibility to determine the lawful use of the Service Data gained through any Services.
By using the Services, you give us permission to use your company’s name and/or logo on our website and other marketing materials identifying you as one of our customers. No endorsement or affiliation is implied, and your trademarks and copyrights remain your intellectual property.
4.5 Service performance
The Company will use reasonable endeavors to adhere to any dates proposed by either the Company or the user for the provision of Services, however, any such date is to be treated as an estimate only and the Company accepts no liability for failure to meet such dates. The Company will use all reasonable endeavors to provide reliable Services, however, it is not practicable to provide such Services free of faults and the Company does not undertake to do so. In the event of a fault in Services, the User must report the fault by email to the Company. Upon receipt of the fault report, the Company will take all proper steps without undue delay to correct the fault. The Company shall not, in any event, be liable for interruptions of Services or downtime of a server.
With respect to the Service the Company may:
- vary the technical specification of Service for operational reasons;
- give or update instructions regarding the use of the Service which in the Company’s reasonable opinion is necessary for the interests of safety, or to maintain or improve the quality of Services to the User and any such instructions shall whilst they are in force, be deemed to form part of this Agreement;
- temporarily suspend for the purpose of repair, maintenance, or improvement, part or all of the Company’s Services, generally without notice.
The Company undertakes to use reasonable endeavors to restore Services as soon as practicable after any such suspension. Where the Company uses any third-party services, the Company cannot be held responsible for those third-party service commitments, quality, or availability. The Company may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation, or other document relating to the provision of the Services without any liability to the user. The Company may at any time without notifying the user make any changes to the Services which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Services.
5. Content and Misuse
5.1 Legal Use
It is up to the client to determine the legality of the way it uses the Services and Service Data. The client warrants that it will utilize the Services legally and ethically and that it has obtained permission, if necessary, to use the Services on the targeted data source. WEBCentric reserves the right to refuse service to anyone wishing to use the Services in an illegal or illegitimate manner. WEBCentric may immediately suspend the use of the Services with no liability if it is contacted by a targeted data extraction source, website, or repository and asked to cease any and all extraction activity. If an action is commenced by any third party arising from any complaint, suit, disagreement or other repercussions resulting from client’s use of the Services and/or Service Data, you agree to indemnify and hold WEBCentric and its parent(s), subsidiaries, affiliates, officers, directors, agents, contractors, and employees, harmless from any claim, loss, expense or demand, including reasonable attorney’s fees.
5.2 Use Limitations
In addition to complying with the other terms, conditions, and restrictions set forth below in these Terms, the client agrees not to:
- license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than authorized Agents as expressly permitted by these Terms;
- use the Service to process data on behalf of any third party, unless the third party is also subject to these Terms;
- modify, adapt, or hack the Service or otherwise attempt to gain unauthorized access to the Service or related systems or networks;
- use the Service and/or Service Data in any unlawful manner, including but not limited to violation of any person’s privacy rights under the applicable Data Protection Law, of any person’s or entity’s intellectual property rights or of any terms and conditions of any website or web application;
- use the Service to access, connect to or retrieve data from any third party system, service or sites which are subject to terms of service prohibiting client’s manner of access to, connection to or retrieval of data from the system, service or site;
- use the Service in any manner that interferes with or disrupts the integrity or performance of the Services and its components;
- attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software making up the Service;
- use the Service and/or Service Data to knowingly post, transmit, upload, link to, send or store any content that is unlawful, hateful, abusive, obscene, discriminatory, or otherwise inappropriate; or
- attempt to use the Service in violation of these Terms or any applicable law.
Violation of these limitations may result in immediate termination of client’s use of the Services and the Site without notice, and may subject further legal remedies. The Company retains the right to suspend Services immediately in the event of a breach or suspected breach by the user or any of its Agents of any of the terms and conditions contained herein. The Company may discontinue Services if after 3 hours the user continues to permit such illegal or disreputable use. If the Company suspends service for contravention of the above conditions of this clause, the Company can refuse to restore Services until it receives an acceptable assurance from the User that there will be no further contravention.
5.3 User Activity
Client agrees that WEBCentric will not be held responsible for legal liabilities incurred through client’s use or misuse of Service Data. You are further responsible for all activity occurring under your Account. You shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including those related to Data Protection Law, international communications, and the transmission of technical or personal data.
You represent that all information you provide when creating your Account(s) is true and accurate. You agree not to share your login information with third parties other than your Agents. The Company is not liable for any loss due to unauthorized use of your login information or Account. You further agree to be responsible for compliance with the provisions of these Terms by your Agents and for any and all activities that occur under your Account(s). Without limiting the foregoing, you are solely responsible for ensuring that your use of the Service to store, access, and/or transmit data is compliant with all applicable laws and regulations as well as any and all privacy policies, agreements or other obligations you may maintain or enter into with third parties.
6. Confidential Information, Personal Data
6.1 Confidential Information
Subject to the express permissions set out in these Terms, each Party will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each Party may use each other’s Confidential Information solely to exercise their respective rights and perform their respective obligations under these Terms and shall disclose such Confidential Information (a) solely to those of their respective employees, representatives, subcontractors and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation.
6.2 Personal Data
6.3 Process of Personal Data
With respect to Service Data you acknowledge and agree that if any Personal Data is collected, processed and/or transferred by WEBCentric as a part of the Service Data or otherwise through your use of the Services, for the purposes of Data Protection Law and any other applicable data protection law or regulation, the client and WEBCentric are joint data processors and the client is the sole data controller. You are solely responsible for any Personal Data you collect through the use of the Services, and you shall comply with any Data Protection Law applicable to you or the Personal Data. You warrant and undertake that any collection, processing, transfer and/or use of Personal Data by WEBCentric arising from your use of the Services is in compliance with applicable Data Protection Law. You further warrant that any use of Personal Data provided to you by WEBCentric through the Services or collected by you through the Services is in compliance with applicable Data Protection Law. WEBCentric reserves the right to delete, pseudonymize, or anonymize any Personal Data you collect through your use of the Services or that is provided to you by us at your request.
6.4 Data Security
We follow generally accepted industry standards to protect the information submitted to us, both during transmission and once we receive it. We maintain appropriate administrative, technical, and physical safeguards to protect Personal Data against accidental or unlawful destruction, accidental loss, unauthorized alteration, unauthorized disclosure or access, misuse, and any other unlawful form of processing of the Personal Data in our possession. This includes, for example, firewalls, password protection, and other access and authentication controls.
However, no method of transmission over the Internet, or method of electronic storage, is 100% secure. We cannot ensure or warrant the security of any information you transmit to us, and you do so at your own risk. We also cannot guarantee that such information may not be accessed, disclosed, altered, or destroyed by breach of any of our physical, technical, or managerial safeguards.
If you believe your Personal Data has been compromised, please contact our Data Protection Officer at email@example.com.
In case of any Service Data breach, WEBCentric will inform the Client within 72 hours from the moment it became aware of the breach. This notification will be sent by email and will contain the scope of breached data and planned remedy steps.
7. Price, Payment, Billing, Plan Modifications
7.1 Price Plan
The fee, features, add-ons, and options for the supply of the Services depend on the Price Plan you select through our Site or otherwise.
Unless otherwise indicated, all charges associated with your access to and use of the Service (“Service Charges”) will be billed to you in advance on a recurring monthly, or annual basis, as determined by your Price Plan, or with respect to any additional Services added to your Account, at the time such additional Services are added, purchased, subscribed to, or otherwise deployed. All Service Charges shall be due and payable 30 days after the date on the user’s invoice. All charges quoted are subject to review and adjustment by the Company at any time. The Company does not represent or warrant that a particular Price Plan will be offered indefinitely and reserves the right to change the prices for or alter the features and options in a particular Price Plan without prior notice to the client.
Without prejudice to the Company’s other rights and remedies under these Terms, if any sum payable is not paid on or before the due date, the Company shall be entitled forthwith to:
- Cancel the Agreement and any other agreement between the Company and the client
- Suspend the provision of Services
- Take legal action against the client
- Take ownership of Service Data
If an invoice is not paid within the due date, interest shall accrue on the unpaid amount at the rate of 2% per month until the invoice is paid in full and we may suspend or terminate access to and use of the Service by you and your Agents.
The Service Charges in an invoice will be considered accepted by you unless we are notified of a good faith dispute in writing within ten (10) days of the date of the invoice.
7.4 Service Upgrades
If you choose to upgrade your Price Plan during your Subscription Term (a “Subscription Upgrade”), any incremental Service Charges associated with such Subscription Upgrade will be prorated over the remaining period of your then current Subscription Term, charged to your Account and due and payable upon implementation of such Subscription Upgrade. In any future Subscription Term, your Service Charges will reflect any such Subscription Upgrades.
7.5 Service Downgrades
If you choose to downgrade your Price Plan during your Subscription Term (a “Subscription Downgrade”), the Subscription Downgrade will take effect at the beginning of your next Subscription Term. If you request a Subscription Downgrade in the middle of a Subscription Term, you are not entitled to a pro rata refund or credit. Subscription Downgrades are subject to the terms of your Price Plan and/or the terms within an applicable Form. Downgrading your Price Plan may cause loss of content, features, or capacity of the Service as available to you under your Account, and WEBCentric does not accept any liability for such loss.
Unless otherwise stated, our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes except those assessable against WebCentric based on its income. We will invoice you for such Taxes if we believe we have a legal obligation to do so and you agree to pay such Taxes if so invoiced.
7.7 Credit Card and Electronic Payments
If you pay by credit card, PayPal®, or any other payment instrument, the Service provides an interface for you to input and change credit card information. You hereby authorize the credit card issuer to pay the Service Charges and authorize WEBCentric (or a billing agent acting on its behalf) to continue automatically charging the Service Charges to your credit card account in advance on a recurring monthly basis, or on a periodic basis in accordance with the terms of your Price Plan for periodic Service Charges. You further agree that the Subscription Charge shall continue to be charged to your credit card until the Services are properly terminated pursuant to these Terms, or until the balance on your Account is paid in full, whichever is later. You must provide current, complete, and accurate billing and credit card information to WEBCentric, and you agree to promptly update your Account information with any changes (for example, a change in billing address or card expiration) that may occur. If payment is not received from your credit card issuer, you agree to pay all amounts due upon demand. You further agree to pay all costs of collection, including but not limited to reasonable attorney’s fees and costs, on any unpaid outstanding balance.
The Company reserves the right to modify the Services or Site at any time, with or without notice to the client. For example, the Company may add, remove, suspend, or stop a particular feature or functionality. The Company also reserves the right to charge a fee for any additional features at any time or to reflect any increase in the costs to the Company due to any factor beyond the control of the Company (including though not limited to any increase in the costs of labor, materials, or other costs or increases in price by those who supply the Company with services) or due to any change in delivery date or any delay caused by any instruction of the user or the failure of the User to give the Company adequate information or instruction.
7.9 Currency conversion
All payments will be made in the local currency of the Republic of Serbia – Serbian dinar (RSD). The amount charged from your card will be shown in your local currency, converted at the exchange rate used by your card issuer, which cannot be precisely given at the time of the transaction. As a result of this conversion, there is a possibility of a slight difference from the original price listed on our site. Thank you for your understanding. In certain instances, the issuer of your credit card may charge a foreign transaction fee or related charges, which you will be responsible to pay. You are responsible for checking with your bank and/or credit card issuer for details regarding any foreign transaction fees or other bank fees.
8. Term and Termination
Your Subscription Term commences on the effective date specified in any individual agreement entered between the parties, or the date when you have selected the Price Plan you will use, in case there is no such individual agreement in place, and continues for the initial subscription period selected by you and confirmed by Price2Spy and for any additional renewal periods (if any) as specified therein.
Subject to the provisions within this section, all Price Plans or other agreements cannot be terminated by you during the Subscription Term. Either Party may elect to terminate the Account and subscription to the Service as of the end of the then current Subscription Term by providing notice, in accordance with these Terms, on or prior to the date thirty (30) days preceding the end of such Subscription Term. Unless the Account and subscription to the Service is so terminated, your subscription to the Service (including any and all additional Services) will renew for a Subscription Term equivalent in length to the then expiring Subscription Term. The Company reserves the right to terminate a Price Plan or other agreement within thirty (30) days of the effective date on ten (10) days written notice to you. The Company will provide a pro rata refund in respect of prepaid Service Charges or other fees.
Notwithstanding the above, either Party may terminate the Services due to the other Party’s material breach of these Terms, if the breach remains uncured for more than thirty (30) days after receipt of written notice of such breach.
8.3 Refunds and Credits
No refunds or credits for Service Charges or other fees or payments will be provided to you if you elect to downgrade or terminate your subscription to the Service or cancel your Account prior to the end of your then effective Subscription Term.
Following the termination or cancellation of your subscription to the Service and/or Account, we reserve the right to delete any or all Service Data in the normal course of operation.
8.5 Unpaid Service Charges
If you terminate your subscription to the Service prior to the end of your then effective Subscription Term or we effect such termination or cancellation, in addition to other amounts you may owe WEBCentric, You must immediately pay any then unpaid Service Charges associated with the remainder of such Subscription Term.
8.6 Violation of Terms
We reserve the right to modify, suspend or terminate the Service (or any part thereof), your Account, or your and/or Agents’ rights to access and use the Services immediately, and remove, disable and discard any Service Data if we believe that you or your Agents have violated these Terms or any applicable laws and/or engaged in any fraudulent behavior. Unless legally prohibited from doing so, we will use commercially reasonable efforts to contact you directly via e-mail to notify you when taking any of the foregoing actions. We shall not be liable to you, your Agents, or any other third party for any such modification, suspension, or discontinuation of your rights to access and use of the Service. Any suspected fraudulent, abusive, or illegal activity by you or your Agents may be referred to law enforcement authorities at our sole discretion.
9. Disclaimer and Warranties
The Site and the Service, including all server and network components are provided on an “as is” and “as available” basis, without any warranties of any kind to the fullest extent permitted by law, and we expressly disclaim any and all warranties (including warranties to the content data links and information gathered through the service), whether express or implied, including, but not limited to, any implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. You acknowledge that we do not warrant that the Service will be uninterrupted, timely, secure, error-free, or free from viruses or other malicious software, and no information, Service Data, or advice obtained by you from us or through the Service shall create any warranty not expressly stated in these Terms.
10. Limitation of Liability
Except for any indemnification and confidentiality obligations hereunder, under no circumstances and under no legal ground (whether in contract, tort, negligence or otherwise) will either Party to these Terms, or their affiliates, officers, directors, employees, agents, suppliers or licensors be liable to the other Party or any third party for any indirect, incidental, special, exemplary, consequential, punitive or other similar damages, including, but not limited to, lost profits, lost sales or business, lost data or business interruption incurred by such Party or third party in connection with these terms or the service, regardless of whether such Party has been advised of the possibility of or could have foreseen such damages. The Company shall also not be liable for consequential losses in relation to any of its indemnity obligations.
10.2 Third Party Permissions
WEBCentric does not provide you with any rights, license, copyright, or permissions regarding the Service Data accessed through the Services, which may be subject to copyright or other intellectual property protection by third parties. WEBCentric shall not be held liable for any claims by third parties arising from your use of the Service Data presented through the Services, nor shall we be liable for any alleged copyright/intellectual property infringement arising from your use of the Service or the Service Data.
10.3 Limitation of Liability
Notwithstanding anything to the contrary in these terms and except as provided for by mandatory statutory law, our aggregate liability to you or any third party arising out of these Terms or otherwise in connection with any subscription to, or use or employment of the Service, shall in no event exceed the Service Charges for such Service paid by you during the twelve (12) months prior to the first event or occurrence giving rise to such liability, or if you are using the Service for free our aggregate liability to you shall not exceed EUR 1,000.
Each Party acknowledges that the other Party has agreed to these Terms relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain between the Parties. You further acknowledge and agree that the essential purpose of this section is to allocate the risks under these Terms between the Parties and limit potential liability given the Service Charges, which would have been substantially higher if we were to assume any further liability other than as set forth herein. We have relied on these limitations in determining whether to provide you the right to access and use the Service provided for in these Terms. Some jurisdictions do not allow the exclusion and/or limitation of liability in certain circumstances, including but not limited to, exclusion of implied warranties, limitation of liability for incidental or consequential damages, limitation of liability for death or personal injury caused by negligence, or limitation of liability for fraud or fraudulent misrepresentation, which means that some of the above limitations may not apply to you. In these jurisdictions, WEBCentric’s liability will be limited to the greatest extent permitted by law.
In the event that you have a dispute with a targeted data source (i.e. website or web application) in relation to the use (or misuse) of any of the Services, you release WEBCentric and its officers, directors, agents, subsidiaries, and employees from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
10.5 No Director and Officer Liability
Any claims or damages that you may have against WEBCentric shall only be enforceable against WEBCentric and not any of its officers, directors, employees, contractors, representatives, shareholders or agents.
10.6 Force Majeure
Except for payment obligations, neither Party shall have any liability for any failure or delay resulting from a condition that is beyond the reasonable control of such Party, including but not limited to acts of God, explosion, flood, tempest, fire or accident, war or threat of war, sabotage, insurrection, civil disturbance or requisition, acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental parliamentary or local authority, strikes, lockouts or other industrial action or trade disputes (whether involving employees of a Party or any third party), difficulties in obtaining raw materials, labor, fuel, parts or machinery, power failure or breakdown in machinery (“Force Majeure Event”). The affected Party shall notify the other Party of the extent and nature of the Force Majeure Event within a reasonable time and take all reasonable steps to minimize damages and resume performance. an act of God or natural disaster, government action or acts of terrorism, and power failures.
11.1 Indemnification by WEBCentric
We will indemnify and hold you harmless from and against any claim against you by reason of your use of the Service as permitted hereunder, brought by a third party alleging that the Software itself infringes or misappropriates a third party’s valid patent, copyright, trademark or trade secret (an “IP Claim”). This indemnification provision is limited to IP Claims relating to the Software itself, and does not indemnify you in relation to Service Data and/or your use of any Service Data obtained by you through the Service. We shall, at our expense, defend such covered IP Claims and pay damages finally awarded against you in connection therewith, provided that (a) you promptly notify WEBCentric of the threat or notice of such IP Claim; (b) we have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim; and (c) you fully cooperate with WEBCentric in connection with such defense therewith.
The provisions of this section state the sole, exclusive and entire liability of WEBCentric to you and constitute your sole remedy with respect to an IP Claim brought by reason of use of the Software by you or your Agents.
11.2 Indemnification by you
You will indemnify and hold WEBCentric and its agents, affiliates, subsidiaries, directors, officers, employees, contractors, and applicable third parties harmless against any claims, demands, causes of action, damages, costs, expenses, penalties, losses and liabilities incurred by WEBCentric arising from any third party claim against WEBCentric from or related to (a) use of the Service by you or your Agents in breach of these Terms, (b) your internal and/or external use of the Service Data, (c) your extraction of any third party data, (d) your use of third party data retrieved through the Service, (e) any negligence or wilful misconduct by you; (f) your extraction, storage, and/or usage of any Personal Data obtained through the Services, (g) WEBCentric and/or your collection, processing, transfer and/or use of Personal Data arising from your use of the Services or (h) matters which you have expressly agreed to be responsible pursuant to these Terms.
12. Governing law
The law governing these Terms depends on your location. If you are located outside the Republic of Serbia, these Terms shall solely be governed by, construed, and interpreted in accordance with the laws of The Netherlands, without regard to principles of conflict of laws, the 1980 United Nations Convention on Contracts for the International Sale of Goods or other international laws. Any dispute, controversy or claim dispute arising out of or related relating to these Terms or any breach of these Terms shall be submitted to and decided by the Amsterdam District Court. If you are located within the Republic of Serbia, these Terms shall solely be governed by, construed, and interpreted in accordance with the laws of Serbia, without regard to principles of conflict of laws, the 1980 United Nations Convention on Contracts for the International Sale of Goods or other international laws. Any dispute, controversy or claim dispute arising out of or related relating to these Terms or any breach of these Terms shall be submitted to and decided by the federal or local courts of Serbia.
You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of these Terms or your rights under these Terms or delegate performance of your duties under these Terms without our prior consent, which consent will not be unreasonably withheld. We may, without your consent, assign this agreement with you to any subsidiary of WEBCentric or in connection with any merger or change of control of WEBCentric or the sale of all or substantially all of our assets provided that any such successor agrees to fulfil its obligations pursuant to these Terms.
13.2 Entire Agreement
These Terms, together with any Form(s), constitute the entire agreement, and supersede any and all prior agreements between You and WEBCentric with regard to the subject matter hereof as well as any of your general terms and conditions. Notwithstanding the foregoing, additional terms may apply to certain features, functionality, add-ons or services we may offer as part of or distinct from the Service (the “Additional Terms”). In those instances, we will notify you of such Additional Terms prior to the activation of these features, functionality, or services and the activation of these features, functionality, or services in your Account will be considered acceptance of the Additional Terms. All such Additional Terms will be considered incorporated into these Terms when you or any Agent authorized as an administrator in your Account activate the feature, functionality, or service. Where there is a conflict between these Terms and the Additional Terms, the Additional Terms will control.
13.3 Amendment and Waiver
The Company may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will notify you prior to the effective date of any such amendment and your continued use of the Service following the effective date of any such amendment may be relied upon by WEBCentric as your consent to any such amendment. No failure or delay by either Party in exercising or enforcing any of its rights under these Terms shall be deemed to be a waiver of that right, no waiver by either Party of any breach of these Terms by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.
Sections 3, 4.2, 4.3, 4.4, 5, 6 and 9-12 together with any other provision of these Terms which expressly or by implication is intended to survive termination, shall survive any termination of our agreement. Termination of such agreement shall not limit a Party’s liability for obligations accrued prior to such termination or for any breach of these Terms.
All notices to be provided by WEBCentric to you under this Agreement may be delivered in writing (a) by nationally recognized overnight delivery service to the contact mailing address provided by You on any Form; or (b) electronic mail to the electronic mail address provided for your Account. You must give notice to WEBCentric in writing by a nationally recognized overnight delivery service to (a) WEBCentric’s registered address at WEBCentric d.o.o., Ulofa Palmea 6b, 11160 Belgrade, SERBIA; or (b) electronic mail to firstname.lastname@example.org. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, five (5) business days after being deposited in the mail.