These Terms of Service (the “Terms”), together with the online purchase confirmation and other documents referenced herein, constitute a legal agreement between you and Seedblink S.A., a joint-stock company registered with the Trade Registry under number J40/722/2020, with the unique registration code 42141358, with its legal office at 4B and 2-4 George Constantinescu street, Building A, rooms 601, 602 and 603, floor 6, 2nd District, Bucharest, Romania. Throughout these Terms, we will refer to you as "you" or "your", and we will refer to SeedBlink S.A. as "we", or "us".
These Terms govern your access to and use of the equity and SOP management software and related services, including legal templates(collectively, the “Services” or “Nimity”) made available at www.nimity.com (the “Platform”)as provided by us.
1. Application
These Terms (including as they may be amended in the future) apply to you every time you use Nimity and you are deemed to have agreed to be bound by them upon each use of Nimity. If you do not wish to be bound by these Terms, please do not use the Services.
2. Services
The Services are offered based on the detailed description on the Pricing Page, subject to these Terms.
2.1 Free Services
We may make all or part of our Services available for free on a permanent basis, or you may have access as an external user such as a stakeholder or another third party such as a consultant to our Services, free of charge (“Free Services”). For such Free Services, we will make the Services available to you pursuant to these Terms. However, we may, at anytime, stop providing any Free Services and request the users of such Free Services to subscribe to Paid Services in order to continue using Nimity.
2.2 Paid Services
You may access and use our Services on a paid basis as specified in the online purchase confirmation (“Paid Services”). We do not grant refunds for fees already paid for Paid Services, nor do we settle fees in case of a downgrade prior to the end of the Paid Services period as stated in the online purchase confirmation, except at our sole discretion.
2.3 Support
We will provide basic support as specified on the Platform, free of charge. Any additional support and training services are subject to a separate agreement.
2.4 Initial Implementation
Initial implementation services include importing your Data prior to the start date of your use of the Services (“Initial Implementation”). We will notify you of discrepancies found during Initial Implementation. You are expected to review the Data for its accuracy and sign off within 15 calendar days of receiving such notice. If you fail to sign off on the Initial Implementation within such 15 calendar days period, Initial Implementation will be deemed to be accepted on an “as is” basis.
2.5 Third-Party Services
We may integrate or refer to certain third-party services in our Services (the "Third-Party Services"), such as e-signature solutions or legal/tax advisory services. Such Third-Party Services are clearly indicated as such on the Platform and require you to enter into a separate agreement with such Third Party Services provider.
You are solely responsible to assess appropriateness of Third-Party Services for your purposes and to verify, with respect to e-signatures, whether the chosen e-signature meets the form requirements for the legal transaction to be e-signed. We expressly deny any liability arising out of or in the context of such Third-Party Services.
2.6 Payment
Access to Paid Services is not available until payment of the outstanding fees. All prices are exclusive of VAT unless explicitly specified otherwise. Due amounts are payable without set-off or counterclaim, and without any deduction or withholding, and according to the payment methods and conditions specified on the Platform.
Unless otherwise provided by law or a specific other agreement with us, all purchases are final and non-refundable. If you believe that we have charged you in error, you must contact us in writing, within 30 days of such charge. Except where required herein, we reserve the right to issue refunds at our sole discretion. If we issue a refund, we are under no obligation to issue the same or similar refund in the future.
We may update fees and charges for parts or all of the Services, or new Services, or if parts of Services are discontinued. Such updates will be effective when we publish information on the updated fees and charges on the Platform or at another time if we inform you so in writing. If we increase or add fees or charges, we will notify you at least 30 days in advance and your able to terminate the agreement if you don’t accept the updated fees or charges.
3. Intellectual Property Rights and Data Ownership
3.1 Your Data means all Data imported on the Platform by you or by third parties on your behalf. Your Data belongs to you regardless of whether it was imported into the Application by you, or by third parties or us on your behalf.
3.2 Personal Data
Nimity uses your Personal Data exclusively for the provision of the Services and our Privacy Notice will apply accordingly.
3.3 Intellectual property rights
We're the owner of Nimity and the Platform.
The Platform may include at any given time text, graphics, logos, icons, images, sound clips, video clips and data compilations, and together with the Platform's page layout, underlying code and software we refer to all of these as "Content".
All of the Content is our property, or the property of our affiliates or third parties with whom we do business, and this means that it is protected by Law no. 8/1996 on copyright and neighbouring rights, the relevant intellectual property laws and other relevant laws. You may not reproduce, copy, distribute, store or in any other fashion re-use material from the Platform unless otherwise indicated on the Platform or unless given express written permission to do so by us. For the avoidance of doubt, data mining or scraping the Platform without our express written permission is not permitted.
Subject to these Terms, you are granted a revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the Services in accordance with these Terms.
3.4 Service Level
In respect to the measures we take in order toensure the availability of Nimity and the Services, the Service Level Agreement is an integral part of these Terms.
4. Security
We will abide by and maintain adequate data security measures, consistent with industry standards, including encryption during transmissions of Data, access controls and regular backups and technology best practices, to protect your Data from unauthorized disclosure or acquisition by an unauthorized person.
5. Use of Nimity
By using the Services, you agree that:
a) you will not use the Services for any illegal or unauthorized purpose.
b) the legal templates may only be used for your individual internal purposes and may not be published or otherwise made available to third parties.
c) your username and password are the methods used by us to identify you and so you must keep them secure at all times. You must notify us immediately if you learn or suspect that the security of your username or password, or of the account or accounts you use to sign in, may have been breached. If we receive such a notification from you or determine ourselves that the security of your authentication tokens may have been breached, you will not be able to access the Platform until measures have been taken to verify your identity. We are never responsible for unauthorized access to your account.
d) you consent that the Platform, as a part of delivering the Services to you, may send emails to third parties on your behalf, as triggered by your account activity.
e) you will ensure that any Data you register, upload or share with us via Nimity will not violate any of the agreements you have entered into with us or any applicable law.
f) You are not located in a jurisdiction where the use of the Services and the publication and sharing of the materials available on Nimity is in any way illegal or restricted by law. If you are located in such a jurisdiction, we reserve the right to discontinue your use of the Services.
6. Duration and Termination
6.1 Duration
This agreement will commence on the date you accept these Terms and will remain in effec until terminated pursuant to the clause 6.2 below. Either party can cancel the subscribed services by giving 30 days prior notice towards the end of a term.
6.2 Termination
You may unilaterally terminate this agreement with immediate effect in case the reason for the termination is your express disagreement to our material alteration of these Terms or the Services and termination notice is within the change assessment period defined in Section 7 below.
We may unilaterally terminate this agreement and restrict your access to the Services by simple notice to your email address with an immediate effect, without any other judicial or extrajudicial formality and with no liability towards you, if you commit a breach of these Terms or if:
a) required by law or an authority’s decision or because we cease to provide the Services for any reasons; or
b)We are transitioning to no longer providing the Services to users in the country of which you are a resident or from which you will use the Platform; or
c) the provision of the Services to you by us is, in our opinion, no longer commercially viable; or
d) We restructure our platforms, services or business;
e) We suspect or determine that your use of the Services poses a security risk, or
f) if you become the subject of bankruptcy, dissolution, liquidation, or similar.
7. Changes to the Terms and Services
7.1 We reserve the right to make changes to these Terms at any time. Your continued use of the Services means that you accept unconditionally all and any amendments made to the Terms. If you do not agree to the Terms or any amendments to them, then the use of the Services is forbidden for you.
7.2 If changes of the Terms are material or significantly alter the nature and scope of the Services, we will notify you with at least 30 calendar days ahead (“Notice Period”),unless impossible to do so. If you do not agree, you may terminate this agreement with immediate effect within the Notice Period. This termination right is your sole and exclusive remedy if you object to any change in the Services. Your continued use of the Services after the expiration of the Notice Period will constitute acceptance of the Terms amended.
8. Limitation of Liability and Indemnification
We are liable only for losses and damages caused to you by us with intent or gross negligence. We shall not be liable in connection with (i) any error or inaccuracy in the Data entered by you or another user or any misrepresentation or wilful misconduct or any other act of another user or (ii)any losses because of using the Services (incl. the legal templates found on the Platform). We shall also not be liable for any indirect, consequential, special or punitive loss, damage, cost or expense, unforeseeable losses or damages, loss of profit, loss of business, lost or wasted management time or time of other employees, loss of reputation, depletion of goodwill or loss, damage or corruption of data. We will defend and indemnify you against liabilities out of any third-party legal proceeding arising solely from an allegation that use of (a) our technology used to provide the Services or (b) any Nimity feature infringes or misappropriates the third party’s patent, copyright, trade secret, or trademark.
9. Warranties and Disclaimers
The Services are provided ‘as is’, and without responsibility for accuracy, timeliness, correctness, reliability, and completeness. Except to the extent prohibited bylaw, we make no warranties (express, implied, statutory or otherwise) with respect to the Services, and disclaim all warranties including but not limited to warranties of merchantability, fitness for a particular purpose, satisfactory quality, non-infringement, and quiet enjoyment, and any warranties arising out of any course of dealing or trade usage. We do not warrant that the Services will be uninterrupted, accurate or error free, or that any content will be secure or not lost or altered.
The Platform may contain links to other websites/services governed by separate terms of use. We disclaim responsibility for such other websites/services linked to, including but not limited to the contents of such other websites/services or your use of such websites/services.
The Services are intended for informational purposes only without regard to any particular entity’s investment objectives, financial situation, or means, and we are not soliciting any action based upon it. Nothing on the Platform shall be construed as a recommendation; or an offer to buy or sell; or the solicitation of an offer to buy or sell any security, financial product, or instrument. Investments made in unlisted companies give rise to substantial risk and are not suitable for all investors, and you should not enter into any transactions unless you have fully understood all such risks and have independently determined that such transactions are appropriate for you. You should not construe any of the material contained herein as business, financial, investment, hedging, trading, legal, regulatory, tax, or accounting advice. We take no responsibility for the actions or omissions, which you make on the basis of the information on our Platform. Not least, you should never rely on the legal templates found on the Platform and never implement them in your business without first consulting your legal and/or tax consultants.
10.Force Majeure
Neither party can be held liable for situations (delays, failure to perform any obligation under this Agreement, or other) normally referred to as force majeure, including, but not limited to, war, riots, terrorism, insurrection, strike, fire, natural disasters, currency restrictions, import or export restrictions, interruption of traffic, interruption or failure of energy supply, public data systems and communication systems, long-term illness or death of key staff, virus, and occurrence of force majeure at subcontractors, partners and affiliates.
11. Communications
If you wish to communicate with us about anything related to these Terms, you may do so by sending an email to support@nimity.com.
12. Governing Law and Disputes
These Terms and the relationship between you and us shall be governed by and construed in accordance with the laws of Romania without regard to its conflict of law rules.
Any dispute in connection with these Terms shall be submitted to the exclusive jurisdiction of the competent courts from our headquarter.
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