Terms of Service
These Terms of Service as amended from time to time (collectively the “Agreement”) form an agreement between the customer accessing and otherwise using the Site.Studio SaaS Services (the “Customer”) and Colab Ventures Ltd (“Site.Studio”), the supplier of the Site.Studio SaaS Services, and is entered into on the earlier of the date Customer first uses any part of the Site.Studio SaaS Services and the date Customer agrees to be bound by this Agreement (the “Effective Date”). Each of Site.Studio and Customer shall individually be referred to as a “Party” and jointly as the “Parties”.
This Agreement sets forth the terms and conditions that govern the provision and use of the Site.Studio SaaS Services.
BY USING THE Site.Studio SAAS SERVICES (INCLUDING THE WEBSITE), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 14(j). IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE Site.Studio SAAS SERVICES. CUSTOMER REPRESENTS AND WARRANTS TO Site.Studio THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE Site.Studio SAAS SERVICES ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO Site.Studio THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.
THE Site.Studio SAAS SERVICES MAY NOT BE ACCESSED FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.
Site.Studio’S DIRECT COMPETITORS ARE PROHIBITED FROM ACCESSING THE Site.Studio SAAS SERVICES, EXCEPT WITH Site.Studio’S PRIOR WRITTEN CONSENT.
Site.Studio Saas Services
Provisioning of the Site.Studio SaaS Services. Subject to Customer’s and its Permitted Users’ compliance with the terms and conditions of this Agreement, Site.Studio will make the Site.Studio SaaS Services available to Customer and Permitted Users on the terms and conditions set out in this Agreement during the Term. Restrictions on Use. Customer will not itself, and will not permit others to: sub-license, sell, rent, lend, lease or distribute the Site.Studio SaaS Services or any Intellectual Property Rights therein, or otherwise make the Site.Studio SaaS Services available to others other than Permitted Users; use the Site.Studio SaaS Services to permit timesharing, service bureau use or commercially exploit the Site.Studio SaaS Services; use or access the Site.Studio SaaS Services: in violation of any applicable law; in a manner that threatens the security or functionality of the Site.Studio SaaS Services; or for any purpose or in any manner not expressly permitted in this Agreement; use the Site.Studio SaaS Services to create, collect, transmit, store, use or process any Customer Data: that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; that Customer does not have the lawful right to create, collect, transmit, store, use or process; or that infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); Modify the Site.Studio SaaS Services; reverse engineer, decompile or disassemble the Site.Studio SaaS Services; remove or obscure any proprietary notices or labels on the Site.Studio SaaS Services, including brand, copyright, trademark and patent or patent pending notices; access or use the Site.Studio SaaS Services for the purpose of building a similar or competitive product or service; perform any vulnerability, penetration or similar testing of the Site.Studio SaaS Services; or use the Site.Studio SaaS Services for any purpose or in any manner not expressly permitted in this Agreement. Permitted Purpose. Customer may access and use the Site.Studio SaaS Services solely for Customer’s internal business purposes. Restricted Countries and Entities. Customer represents and warrants that it has not been listed on any EU government list of prohibited or restricted parties. Customer represents and warrants that it is not located in any country that is subject to an EU embargo or designated by the EU as a “terrorist supporting” country. Suspension of Access; Scheduled Downtime; Modifications. Site.Studio may, from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under this Agreement: suspend Customer’s access to or use of the Site.Studio SaaS Services or any component thereof: if Customer or any Permitted User violates any provision of this Agreement; for scheduled maintenance; due to a Force Majeure; to address any emergency security concerns; if required to do so by a regulatory body or as a result of a change in applicable law; or for any other reason as provided in this Agreement. Modify the Site.Studio SaaS Services. Customer is required to accept all patches, bug fixes and updates made by or on behalf of Site.Studio to the Site.Studio SaaS Services. Subcontracting. Site.Studio may engage third parties to assist it in providing the Site.Studio SaaS Services or any part thereof. Third-Party Products. The Site.Studio SaaS Services may contain or require the use of Licensed Third Party Technology or other third party products that are owned by third parties (collectively “Third-Party Products”). Customer will accept and comply with the license terms applicable to Third-Party Products. If Customer does not agree to abide by the applicable license terms for any such Third-Party Products, then Customer should not install, access, or use such Third-Party Products. Any acquisition by Customer of such Third-Party Products, and any exchange of data between Customer and any such provider of Third-Party Products is solely between Customer and the applicable Third-Party Products provider. Site.Studio does not warrant or support Third-Party Products or other third party products, offerings or services, whether or not they are designated by Site.Studio as “certified” or otherwise. Site.Studio cannot guarantee the continued availability of such Third-Party Products features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third-Party Products ceases to make the Third-Party Products available for interoperation or otherwise in connection with the corresponding service features in a manner acceptable to Site.Studio. Site.Studio is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Third-Party Products or its provider. User Accounts In order for Customer to access and use the Site.Studio SaaS Services, Site.Studio will issue one account (the “Customer User Account”) to Customer for use by Customer and all individuals who are employees or contractors of Customer that Customer wishes to have access to and use of the Site.Studio SaaS Services (each, a “Permitted User”). The Customer is responsible for identifying and authenticating all Permitted Users and for Permitted Users’ use of the Site.Studio SaaS Services in compliance with this Agreement. The Customer will ensure that Permitted Users only use the Site.Studio SaaS Services through the Customer User Account. Customer will not allow any Permitted User to share the Customer User Account with any other person. Customer will promptly notify Site.Studio of any actual or suspected unauthorized use of the Site.Studio SaaS Services. Site.Studio reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account may have been used for an unauthorized purpose. If Customer makes a request to have its Customer User Account deleted, Site.Studio will retain such Customer User Account and any associated Customer Data for a period of seven (7) days from the date of the deletion request (the “Account Retention Period”). During the Account Retention Period, the Customer User Account will be inaccessible to the Customer, but Customer may request to have its Customer User Account restored by contacting Site.Studio pursuant to Section 12. After the Account Retention Period, the Customer User Account will be permanently deleted as well as any associated Customer Data, excluding Customer Data that is required to be retained for longer in accordance with the Privacy Policy. Once the Customer User Account is permanently deleted, Customer will not be able to recover its Customer User Account.
Ownership; Reservation of Rights
The Customer retains all ownership and Intellectual Property Rights in and to Customer Data. Customer grants to Site.Studio, and its subcontractors a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up right to access, collect, use, process, store, disclose, transfer, transmit, copy, Modify and display Customer Data to: provide the Site.Studio SaaS Services; create output generated and returned by the Site.Studio SaaS Services (“Output”); improve and enhance the Site.Studio SaaS Services and its other offerings; and produce and/or generate data, information, or other materials that are anonymized and not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Data”). Site.Studio may use, process, store, disclose and transmit the Aggregated Data for any purpose and without restriction or obligation to Customer of any kind. As between Site.Studio and Customer, all right, title, and interest in Aggregated Data, and all Intellectual Property Rights therein, belong to and are retained solely by Site.Studio. As between Customer and Site.Studio, Customer owns all Output. Site.Studio hereby assigns to Customer all its right, title and interest in and to the Output. Customer acknowledges and agrees that due to the nature of machine learning, Output may not be unique or accurate. Customer is responsible for evaluating the Output and for ensuring that any Output is appropriate, accurate, complete, and does not violate any applicable laws. Customer is responsible for its use of the Output at all times. Site.Studio or its licensors retain all ownership and Intellectual Property Rights in and to: the Site.Studio SaaS Services; anything developed or delivered by or on behalf of Site.Studio under this Agreement (excluding the Output); all other Site.Studio’s Confidential Information, including but not limited to, any reports generated from the Site.Studio SaaS Services or any Aggregated Data; and any Modifications to the foregoing (i), (ii) and (iii). (collectively “Site.Studio Property”). Customer grants to Site.Studio and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Site.Studio SaaS Services, any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Permitted Users relating to the operation of the Site.Studio SaaS Services or any of Site.Studio’s affiliates’ services (“Feedback”). Nothing in this Agreement will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to the Customer or Permitted Users and without any obligation to the Customer or any Permitted User. Site.Studio is not obligated to use any Feedback. All rights not expressly granted by Site.Studio to Customer under this Agreement are reserved.
Privacy
Customer understands that Personal Information will be treated in accordance with Site.Studio’s privacy policy located at https://Site.Studio/privacy-policy (the “Privacy Policy”) or such other place as may be updated by Site.Studio’s from time to time.
Fees and Payment
Fees. Customer will pay to Site.Studio the subscription fees as specified on the Website (the “Fees”). Unless otherwise noted in the Customer’s User Account: (i) all Fees are identified in Euros; (ii) Fees are payable in advance on a recurring basis; (iii) Fees are non-cancelable and non-refundable; and (iv) quantities purchased cannot be decreased during the relevant subscription term. If Customer’s use of the Site.Studio SaaS Services exceeds a reasonable service capacity or otherwise requires the payment of additional fees pursuant to the terms of this Agreement, the Customer will be billed for such usage and Customer will pay the additional fees in accordance with this Agreement. Free Trial. Site.Studio Technologies Inc may, at its sole discretion, offer access to the Site.Studio SaaS Services with a free trial for a limited period of time (“Free Trial”). If Customer enters billing information when signing up for the Free Trial, Customer will not be charged by Site.Studio until the Free Trial has expired. On the last day of the Free Trial period, unless Customer had cancelled its subscription to the Site.Studio SaaS Services, Customer will be automatically charged the applicable Fees for the type of services selected. At any time and without notice, Site.Studio reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer. Changes to the Fees. Site.Studio reserves the right to change the Fees and institute new charges on each anniversary of the Term upon providing not less than 30 days prior notice to Customer. Invoicing. Site.Studio will prepare and send to the Customer, at the then-current contact information on file with Site.Studio, an invoice for any Fees paid, and those that have become due and payable. Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced amounts within 30 days of the invoice date. Disputed Invoices or Charges. If the Customer believes Site.Studio has charged or invoiced the Customer incorrectly, the Customer must contact Site.Studio no later than 30 days after having been charged by Site.Studio or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, the Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute. Late Payment. The Customer may not withhold or setoff any amounts due under this Agreement. Site.Studio reserves the right to suspend the Customer’s access to the Site.Studio SaaS Services until all due and undisputed amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid. Without limiting Site.Studio’s other rights, Site.Studio may suspend Customer’s access to or its performance of the Site.Studio SaaS Services, if Customer has not paid the applicable Fees within 10 days of the date that such Fees become due. Taxes. The Fees set out in this Agreement do not include applicable sales, use, gross receipts, value-added, excise, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement other than taxes based on the net income or profits of Site.Studio. Suspension. Any suspension of the Site.Studio SaaS Services by Site.Studio pursuant to the terms of this Agreement will not excuse Customer from its obligation to make payments under this Agreement.
Confidential Information
Definitions. For the purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” of the Discloser means any and all information of the Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into this Agreement, including information concerning the Discloser’s past, present or future customers, suppliers, technology or business, and where the Discloser is Customer includes Customer Data; provided that the Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by the Recipient without access to the Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of the Recipient; or (iii) information received by the Recipient from a third party who was free to disclose it without confidentiality obligations. Confidentiality Covenants. The Recipient hereby agrees that during the Term and at all times thereafter it will not, except to exercise its license rights or perform its obligations under this Agreement: disclose Confidential Information of the Discloser to any person, except to: in the case of Customer to its own employee having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writings; or in the case of Site.Studio to Site.Studio’s employees, consultants, agents or affiliates, having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement; to such other recipients as the Discloser may approve in writing; and to its subcontractors or contractors to perform the Site.Studio SaaS Services; use Confidential Information of the Discloser; or alter or remove from any Confidential Information of the Discloser any proprietary legend. Each Party will take industry standard precautions to safeguard the other Party’s Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type. Exceptions to Confidentiality. Notwithstanding Section 6(b), the Recipient may disclose the Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; or (ii) to its legal counsel and other professional advisors, if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business.
This Agreement sets forth the terms and conditions that govern the provision and use of the Site.Studio SaaS Services.
BY USING THE Site.Studio SAAS SERVICES (INCLUDING THE WEBSITE), CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, ACCEPTS AND AGREES TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, AS AMENDED FROM TIME TO TIME IN ACCORDANCE WITH SECTION 14(j). IF CUSTOMER DOES NOT ACCEPT AND AGREE TO BE BOUND BY THIS AGREEMENT, CUSTOMER WILL IMMEDIATELY CEASE ANY FURTHER USE OF THE Site.Studio SAAS SERVICES. CUSTOMER REPRESENTS AND WARRANTS TO Site.Studio THAT CUSTOMER HAS THE CAPACITY TO ENTER INTO THIS LEGALLY BINDING AGREEMENT. IF CUSTOMER IS USING THE Site.Studio SAAS SERVICES ON BEHALF OF ANOTHER PERSON, CUSTOMER HEREBY REPRESENTS AND WARRANTS TO Site.Studio THAT CUSTOMER HAS THE AUTHORITY TO BIND SUCH PERSON TO THIS AGREEMENT.
THE Site.Studio SAAS SERVICES MAY NOT BE ACCESSED FOR PURPOSES OF MONITORING THEIR AVAILABILITY, PERFORMANCE OR FUNCTIONALITY, OR FOR ANY OTHER BENCHMARKING OR COMPETITIVE PURPOSES.
Site.Studio’S DIRECT COMPETITORS ARE PROHIBITED FROM ACCESSING THE Site.Studio SAAS SERVICES, EXCEPT WITH Site.Studio’S PRIOR WRITTEN CONSENT.
Site.Studio Saas Services
Provisioning of the Site.Studio SaaS Services. Subject to Customer’s and its Permitted Users’ compliance with the terms and conditions of this Agreement, Site.Studio will make the Site.Studio SaaS Services available to Customer and Permitted Users on the terms and conditions set out in this Agreement during the Term. Restrictions on Use. Customer will not itself, and will not permit others to: sub-license, sell, rent, lend, lease or distribute the Site.Studio SaaS Services or any Intellectual Property Rights therein, or otherwise make the Site.Studio SaaS Services available to others other than Permitted Users; use the Site.Studio SaaS Services to permit timesharing, service bureau use or commercially exploit the Site.Studio SaaS Services; use or access the Site.Studio SaaS Services: in violation of any applicable law; in a manner that threatens the security or functionality of the Site.Studio SaaS Services; or for any purpose or in any manner not expressly permitted in this Agreement; use the Site.Studio SaaS Services to create, collect, transmit, store, use or process any Customer Data: that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; that Customer does not have the lawful right to create, collect, transmit, store, use or process; or that infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); Modify the Site.Studio SaaS Services; reverse engineer, decompile or disassemble the Site.Studio SaaS Services; remove or obscure any proprietary notices or labels on the Site.Studio SaaS Services, including brand, copyright, trademark and patent or patent pending notices; access or use the Site.Studio SaaS Services for the purpose of building a similar or competitive product or service; perform any vulnerability, penetration or similar testing of the Site.Studio SaaS Services; or use the Site.Studio SaaS Services for any purpose or in any manner not expressly permitted in this Agreement. Permitted Purpose. Customer may access and use the Site.Studio SaaS Services solely for Customer’s internal business purposes. Restricted Countries and Entities. Customer represents and warrants that it has not been listed on any EU government list of prohibited or restricted parties. Customer represents and warrants that it is not located in any country that is subject to an EU embargo or designated by the EU as a “terrorist supporting” country. Suspension of Access; Scheduled Downtime; Modifications. Site.Studio may, from time to time and in its discretion, without limiting any of its other rights or remedies at law or in equity, under this Agreement: suspend Customer’s access to or use of the Site.Studio SaaS Services or any component thereof: if Customer or any Permitted User violates any provision of this Agreement; for scheduled maintenance; due to a Force Majeure; to address any emergency security concerns; if required to do so by a regulatory body or as a result of a change in applicable law; or for any other reason as provided in this Agreement. Modify the Site.Studio SaaS Services. Customer is required to accept all patches, bug fixes and updates made by or on behalf of Site.Studio to the Site.Studio SaaS Services. Subcontracting. Site.Studio may engage third parties to assist it in providing the Site.Studio SaaS Services or any part thereof. Third-Party Products. The Site.Studio SaaS Services may contain or require the use of Licensed Third Party Technology or other third party products that are owned by third parties (collectively “Third-Party Products”). Customer will accept and comply with the license terms applicable to Third-Party Products. If Customer does not agree to abide by the applicable license terms for any such Third-Party Products, then Customer should not install, access, or use such Third-Party Products. Any acquisition by Customer of such Third-Party Products, and any exchange of data between Customer and any such provider of Third-Party Products is solely between Customer and the applicable Third-Party Products provider. Site.Studio does not warrant or support Third-Party Products or other third party products, offerings or services, whether or not they are designated by Site.Studio as “certified” or otherwise. Site.Studio cannot guarantee the continued availability of such Third-Party Products features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Third-Party Products ceases to make the Third-Party Products available for interoperation or otherwise in connection with the corresponding service features in a manner acceptable to Site.Studio. Site.Studio is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Third-Party Products or its provider. User Accounts In order for Customer to access and use the Site.Studio SaaS Services, Site.Studio will issue one account (the “Customer User Account”) to Customer for use by Customer and all individuals who are employees or contractors of Customer that Customer wishes to have access to and use of the Site.Studio SaaS Services (each, a “Permitted User”). The Customer is responsible for identifying and authenticating all Permitted Users and for Permitted Users’ use of the Site.Studio SaaS Services in compliance with this Agreement. The Customer will ensure that Permitted Users only use the Site.Studio SaaS Services through the Customer User Account. Customer will not allow any Permitted User to share the Customer User Account with any other person. Customer will promptly notify Site.Studio of any actual or suspected unauthorized use of the Site.Studio SaaS Services. Site.Studio reserves the right to suspend, deactivate, or replace the Customer User Account if it determines that the Customer User Account may have been used for an unauthorized purpose. If Customer makes a request to have its Customer User Account deleted, Site.Studio will retain such Customer User Account and any associated Customer Data for a period of seven (7) days from the date of the deletion request (the “Account Retention Period”). During the Account Retention Period, the Customer User Account will be inaccessible to the Customer, but Customer may request to have its Customer User Account restored by contacting Site.Studio pursuant to Section 12. After the Account Retention Period, the Customer User Account will be permanently deleted as well as any associated Customer Data, excluding Customer Data that is required to be retained for longer in accordance with the Privacy Policy. Once the Customer User Account is permanently deleted, Customer will not be able to recover its Customer User Account.
Ownership; Reservation of Rights
The Customer retains all ownership and Intellectual Property Rights in and to Customer Data. Customer grants to Site.Studio, and its subcontractors a nonexclusive, worldwide, royalty-free, irrevocable, sublicensable, and fully paid-up right to access, collect, use, process, store, disclose, transfer, transmit, copy, Modify and display Customer Data to: provide the Site.Studio SaaS Services; create output generated and returned by the Site.Studio SaaS Services (“Output”); improve and enhance the Site.Studio SaaS Services and its other offerings; and produce and/or generate data, information, or other materials that are anonymized and not identified as relating to a particular individual or company (such data, information and materials, the “Aggregated Data”). Site.Studio may use, process, store, disclose and transmit the Aggregated Data for any purpose and without restriction or obligation to Customer of any kind. As between Site.Studio and Customer, all right, title, and interest in Aggregated Data, and all Intellectual Property Rights therein, belong to and are retained solely by Site.Studio. As between Customer and Site.Studio, Customer owns all Output. Site.Studio hereby assigns to Customer all its right, title and interest in and to the Output. Customer acknowledges and agrees that due to the nature of machine learning, Output may not be unique or accurate. Customer is responsible for evaluating the Output and for ensuring that any Output is appropriate, accurate, complete, and does not violate any applicable laws. Customer is responsible for its use of the Output at all times. Site.Studio or its licensors retain all ownership and Intellectual Property Rights in and to: the Site.Studio SaaS Services; anything developed or delivered by or on behalf of Site.Studio under this Agreement (excluding the Output); all other Site.Studio’s Confidential Information, including but not limited to, any reports generated from the Site.Studio SaaS Services or any Aggregated Data; and any Modifications to the foregoing (i), (ii) and (iii). (collectively “Site.Studio Property”). Customer grants to Site.Studio and its affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Site.Studio SaaS Services, any suggestion, enhancement request, recommendation, correction or other feedback provided by Customer or Permitted Users relating to the operation of the Site.Studio SaaS Services or any of Site.Studio’s affiliates’ services (“Feedback”). Nothing in this Agreement will restrict our right to use, profit from, disclose, publish or otherwise exploit any Feedback, without compensation to the Customer or Permitted Users and without any obligation to the Customer or any Permitted User. Site.Studio is not obligated to use any Feedback. All rights not expressly granted by Site.Studio to Customer under this Agreement are reserved.
Privacy
Customer understands that Personal Information will be treated in accordance with Site.Studio’s privacy policy located at https://Site.Studio/privacy-policy (the “Privacy Policy”) or such other place as may be updated by Site.Studio’s from time to time.
Fees and Payment
Fees. Customer will pay to Site.Studio the subscription fees as specified on the Website (the “Fees”). Unless otherwise noted in the Customer’s User Account: (i) all Fees are identified in Euros; (ii) Fees are payable in advance on a recurring basis; (iii) Fees are non-cancelable and non-refundable; and (iv) quantities purchased cannot be decreased during the relevant subscription term. If Customer’s use of the Site.Studio SaaS Services exceeds a reasonable service capacity or otherwise requires the payment of additional fees pursuant to the terms of this Agreement, the Customer will be billed for such usage and Customer will pay the additional fees in accordance with this Agreement. Free Trial. Site.Studio Technologies Inc may, at its sole discretion, offer access to the Site.Studio SaaS Services with a free trial for a limited period of time (“Free Trial”). If Customer enters billing information when signing up for the Free Trial, Customer will not be charged by Site.Studio until the Free Trial has expired. On the last day of the Free Trial period, unless Customer had cancelled its subscription to the Site.Studio SaaS Services, Customer will be automatically charged the applicable Fees for the type of services selected. At any time and without notice, Site.Studio reserves the right to (i) modify the terms and conditions of the Free Trial offer, or (ii) cancel such Free Trial offer. Changes to the Fees. Site.Studio reserves the right to change the Fees and institute new charges on each anniversary of the Term upon providing not less than 30 days prior notice to Customer. Invoicing. Site.Studio will prepare and send to the Customer, at the then-current contact information on file with Site.Studio, an invoice for any Fees paid, and those that have become due and payable. Unless otherwise expressly stipulated in an invoice, Customer will pay all invoiced amounts within 30 days of the invoice date. Disputed Invoices or Charges. If the Customer believes Site.Studio has charged or invoiced the Customer incorrectly, the Customer must contact Site.Studio no later than 30 days after having been charged by Site.Studio or receiving such invoice in which the error or problem appeared in order to request an adjustment or credit. In the event of a dispute, the Customer will pay any undisputed amounts in accordance with the payment terms herein, and the Parties will discuss the disputed amounts in good faith in order to resolve the dispute. Late Payment. The Customer may not withhold or setoff any amounts due under this Agreement. Site.Studio reserves the right to suspend the Customer’s access to the Site.Studio SaaS Services until all due and undisputed amounts are paid in full. Any late payment will be increased by the costs of collection (if any) and will incur interest at the rate of one and a half percent (1.5%) compounded monthly (19.56% annually), or the maximum legal rate (if less), plus all expenses of collection, until fully paid. Without limiting Site.Studio’s other rights, Site.Studio may suspend Customer’s access to or its performance of the Site.Studio SaaS Services, if Customer has not paid the applicable Fees within 10 days of the date that such Fees become due. Taxes. The Fees set out in this Agreement do not include applicable sales, use, gross receipts, value-added, excise, personal property or other taxes. Customer will be responsible for and pay all applicable taxes, duties, tariffs, assessments, export and import fees or similar charges (including interest and penalties imposed thereon) on the transactions contemplated in connection with this Agreement other than taxes based on the net income or profits of Site.Studio. Suspension. Any suspension of the Site.Studio SaaS Services by Site.Studio pursuant to the terms of this Agreement will not excuse Customer from its obligation to make payments under this Agreement.
Confidential Information
Definitions. For the purposes of this Agreement, a Party receiving Confidential Information (as defined below) will be the “Recipient”, the Party disclosing such information will be the “Discloser” and “Confidential Information” of the Discloser means any and all information of the Discloser or any of its licensors that has or will come into the possession or knowledge of the Recipient in connection with or as a result of entering into this Agreement, including information concerning the Discloser’s past, present or future customers, suppliers, technology or business, and where the Discloser is Customer includes Customer Data; provided that the Discloser’s Confidential Information does not include, except with respect to Personal Information: (i) information already known or independently developed by the Recipient without access to the Discloser’s Confidential Information; (ii) information that is publicly available through no wrongful act of the Recipient; or (iii) information received by the Recipient from a third party who was free to disclose it without confidentiality obligations. Confidentiality Covenants. The Recipient hereby agrees that during the Term and at all times thereafter it will not, except to exercise its license rights or perform its obligations under this Agreement: disclose Confidential Information of the Discloser to any person, except to: in the case of Customer to its own employee having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement, and to such other recipients as the Discloser may approve in writings; or in the case of Site.Studio to Site.Studio’s employees, consultants, agents or affiliates, having a “need to know” and that have entered into written agreements no less protective of such Confidential Information than this Agreement; to such other recipients as the Discloser may approve in writing; and to its subcontractors or contractors to perform the Site.Studio SaaS Services; use Confidential Information of the Discloser; or alter or remove from any Confidential Information of the Discloser any proprietary legend. Each Party will take industry standard precautions to safeguard the other Party’s Confidential Information, which will in any event be at least as stringent as the precautions that the Recipient takes to protect its own Confidential Information of a similar type. Exceptions to Confidentiality. Notwithstanding Section 6(b), the Recipient may disclose the Discloser’s Confidential Information: (i) to the extent that such disclosure is required by applicable law or by the order of a court or similar judicial or administrative body, provided that, except to the extent prohibited by law, the Recipient promptly notifies the Discloser in writing of such required disclosure and cooperates with the Discloser to seek an appropriate protective order; or (ii) to its legal counsel and other professional advisors, if and to the extent such persons need to know such Confidential Information in order to provide applicable professional advisory services in connection with the Party’s business.