Terms and conditions for Altrady

Updated version April 2024

1. INTRODUCTION

Acceptance and Applicability

Please read these Consumer Terms and Conditions (“Agreement” or “Terms”) carefully, as they contain important information regarding your rights and obligations when you access and use our Services and software. This Consumer Agreement only applies to the Clients of Altrady who act as a natural person. Your access to and use of our Services is for your personal purposes alone. It is not related to your business, a corporation, or professional activities, or on behalf of a legal person. By accepting this Agreement, you acknowledge and agree to be bound by these Terms, including any additional terms presented to you separately during your interaction with us.

The Company shall provide Services and access to software, applications, and data through our website’s platform, available at https://www.altrady.com. Your access to and use of our Services is subject to your acceptance and establishes a legally binding Agreement between Altrady BV and you, the Client (both “Party” or “Parties”). You understand in case you engage our Services on behalf of a corporation, sole proprietorship or as a professional, this Consumer Agreement shall not apply to you.

Parties

This Agreement is between Altrady BV ("Company," “we,” “us,” “our”), a Dutch limited liability company with company number 64465284 and registration address: Finnenburg 132 in (2591XT CA) The Hague, the Netherlands, and you a Client and user of our Services.

Amendments and Additional Terms

The Company may modify, update, or delete sections of these Terms at our sole discretion, with changes effective immediately upon notification via email, account alerts, or via our website. By continuing to use our Services after such updates, you accept the amended Terms. Should there be a substantial change in these Terms and such change is deemed unreasonable according to the applicable consumer laws, you may have the right to cancel the agreement.

2. DEFINITIONS

Agreement means these General Terms and Conditions of Service, the Client Agreement and any applicable Supplementary Terms.

API or API Key refers to Application Programming Interface, which provides an integration between the Client account operated on our platform and the Client account on the Exchange. The API may offer several functions, including the ability to place and cancel trade orders, set alerts, and access comprehensive account information. The Exchange shall determine and establish the API Key permissions.

Client means the principal and authorized user of our Services and with whom Altrady has entered into a legally binding Agreement.

Consumer means the natural person who subscribes to our Services, and to whom consumer protection law applies as referred to in the Introduction of this Agreement.

Exchange refers to the Cryptocurrency Exchange on which digital assets and/or cryptocurrencies can be traded.

Service(s) refers to the access to and use of our software and API, providing tools and data for managing your account and cryptocurrency holdings on Exchanges according to the latest definition in this Agreement.

Supplementary Terms or Agreement refers to any additional terms and conditions that apply to a specific part of the Service. Supplementary Terms are designed to supplement this Agreement. Only when specified, the stipulations in any applicable Supplementary Terms shall override the terms in this Agreement. Examples of Supplementary Terms may include but are not limited to, billing and invoice terms, order forms, and statements of work.

3. SERVICES, AND ACCESS AND USAGE RIGHTS

3.1. Scope Services. Service shall mean the subscription that grants access to and use of our software-operated platform. Our platform is designed to provide tools, data, and functionalities while enabling the management of cryptocurrency holdings across various Exchanges. Our Service includes management activities for your accounts on said Exchanges. Under the Service, you are authorized to use our API to facilitate the effective administration of your cryptocurrency transactions. You represent and warrant that the Exchange account belongs only to you. You are restricted from trading on behalf of any other person or entity, and your violation may lead to immediate termination of this Agreement.

3.2. Service Features and Tools. Our Services may include smart trading tools, automated trading bots, portfolio management, paper trading, real-time market data and analytics, and facilitating manual and automated cryptocurrency trading strategies. You acknowledge and affirm that you possess the necessary skills and expertise to utilize said features and tools. You agree that we may discontinue and/or downgrade specific features. You agree that our Content and Materials Disclaimer in Section 8 of this Agreement shall apply accordingly. We may offer a test mode, including experimental features of the Service. You understand that we are never liable for any errors or omissions in the test mode and during the use of experimental features. The Disclaimers in Section 8 of this Agreement, which excludes our liability, shall apply accordingly.

3.3. Software Provider Only. The Company solely provides the Service, software, and API, and the Client acknowledges that we shall never be liable for the Client's use of our Service, nor can we guarantee any results or outcomes. The Client agrees to assume full responsibility for all decisions and activities conducted using the Company's Services.

3.4. Access and Usage Rights. Under this Agreement, you as an authorized user are granted a limited, non-transferable right to access and use the current version of our Service, software, and API, strictly for the agreed purposes and only for the duration of this Agreement. This includes any Services as defined in any additional agreements and/or provided to you under the selected plan or Service tier at the time you have engaged our Services. You agree that the scope of the Service will be according to the latest specifications on our platform and website. You agree that we retain all rights, title, and interest in the Service(s).

3.5. Restrictions. You shall not commercially exploit or make the Service available to any unauthorized third party. You shall not attempt to decompile or reverse engineer the software and the API, or remove any proprietary notices. You shall not use the Service to send spam, store sensitive data, or interfere with its integrity, security, or performance. We reserve the right to restrict or suspend your access to the Service in the event of a violation of this Section.

3.6. Verification and Auditing. We reserve the right to monitor and audit your use of the Service to ensure such use is in compliance with any applicable laws, regulations, and the terms of this Agreement. In the event we discover you owe fees to us, we reserve the right to invoice you for the amount that is due, based on our then-current applicable fees, and without prejudice to any other rights we may exercise under this Agreement. Any verification or auditing may be performed by us or authorized auditors elected by us.

3.7. Service Availability. We shall apply our best efforts to ensure that the Service is available to you 24 hours a day and seven days a week. However, you understand that our Service may be subject to planned downtime or unintentional interruption as a result of circumstances beyond our control. We reserve the right to suspend your access to the Service without prior notice to carry out emergency maintenance, including protecting your interests. You acknowledge and agree that we disclaim all liability for any unavailability of the Service caused by third parties. You acknowledge that we are never liable for downtimes of third parties, including but not limited to Exchanges linked to our Services. The Disclaimers in Section 8 of this Agreement, which excludes our liability, shall apply accordingly.

3.8. Service Improvements. We may release new features and enhancements to the Service. We may determine the frequency and method of providing any Service improvements at our sole discretion. We shall make reasonable efforts to notify you of any Service improvements via a notification on our platform or through email. Furthermore, you understand that new features may be introduced separately or as part of specific Service plans. Access to these new features may require an adjustment or upgrade to your current subscription plan.

3.9. Third-Party Services. As part of the Service, we offer our API in order to integrate services from third-parties, such as Exchanges. You acknowledge that we never endorse or provide any representation or warranty for any third-party services. We fully disclaim any liability for any claim, damage, loss, or liabilities caused as a result of the use of any third-party services. Should access to third-party services be withdrawn by us or terminated by the third-party, you acknowledge and agree that we are not obligated to offer any compensation or refund, unless in case you are a Consumer and the applicable consumer protection laws govern otherwise. Furthermore, you must ensure compliance with all terms and conditions mandated by the Exchange before establishing said connection. We shall not be liable for any service termination or API disconnection initiated by the Exchange.

4. ELIGIBILITY, ACCOUNTS AND AUTHORIZED USERS

4.1. Eligibility Criteria. To access our Services, you must meet the criteria of this Section. You represent and warrant that: a) you possess the necessary power, authority, and capacity to agree to these Terms, and in representing the entity of Client, you have the authority to act on behalf of that entity; b) You are at least 18 years of age; c) You are not suspended from accessing the Services, prohibited by law from opening an account with us or trade digital assets on Exchanges; d) You do not engage in any illegal activities or use funds from such activities; and e) Your access to and use of our Services do not breach any laws or regulations in your jurisdiction.

4.2. Expertise and Accurate Information. During your signup and communications with us, you agree to provide true, accurate, and current information to facilitate effective communication and delivery of our Services. You acknowledge and affirm that you possess the necessary skills and expertise to manage your accounts on the Exchanges.

4.3. Registration Requirement. Use of our Services requires the creation of an account. This process is initiated and completed in accordance with the instructions on the signup page as well as further instructions provided by us during our communications with you. We may also provide you with instructions during a live video call. You represent and warrant that you shall always provide truthful information during the registration process. Furthermore, you are responsible for updating all relevant changes to your account details when such changes occur.

4.4. Personal Use and Responsibility. Each account issued to a Client is personal and non-transferable. You are liable for all activities under your account, including any abuse or illegal activities. You are responsible for safeguarding your account data, including email addresses, passwords, and other relevant security details. All security-related information, including email addresses and passwords, must be kept confidential and not disclosed to third-parties.

4.5. Account Security. You must strictly adhere to all security procedures issued by us, including but not limited to two-factor authentication, maintaining the confidentiality of login credentials, and regular password updates. In the event of a security breach, you must promptly inform us, follow our instructions, and cooperate fully with us to mitigate losses.

4.6. Access and Security Protocols. You shall implement industry-standard security measures to safeguard your account against unauthorized access. In addition, you must exercise all necessary care when accessing your Exchange accounts from public or shared devices and networks.

4.7. Monitoring Accounts. You agree that monitoring your account for any unauthorized activities is mandatory, and you shall report any suspicious activities to us immediately. In the event of a security breach, you are required to promptly notify the Company of any unauthorized access to or compromise of both your account with us, and your linked Exchange accounts. Furthermore, you are responsible for implementing necessary measures to mitigate and control any breach, which may include the disconnection of any linked Exchange account.

5. PLANS, FEES AND PAYMENTS

5.1. Plan Options and Subscription. We may provide various subscription plans, each with specific features and offerings. Details, including features and pricing of these plans, may be available on the Company's website or in any applicable offer sent to you.

5.2. Subscription Process. When you select a plan, agree to our offer, and submit your payment details, it constitutes your offer to purchase the chosen subscription plan. The Company reserves the right to accept or decline this offer at our sole discretion. A purchase is considered accepted when you receive our written confirmation regarding the activation of the chosen subscription plan.

5.3. Plan Changes and Upgrades. You may change or upgrade your subscription at any time via your account or by notifying us. Upon processing the new applicable fees, the new plan becomes active immediately, superseding any previous plan. In case of an upgrade, any unused funds from the previous plan will be credited toward the new plan's payment. In case of downgrading, you can terminate your current plan and initiate a new subscription purchase. You agree that we never provide refunds for unused portions of the previous plan that are changed before the end of the Agreement term.

5.4. Renewal and Termination. Plans are set to renew automatically for the same period as the initial term unless otherwise specified or mutually agreed. Either the Client or the Company can choose not to renew a plan by providing written notice to the other Party. Following the expiration of the initial term, the Agreement shall automatically renew, unless the Agreement is terminated by either Party, in which case a two-month written notice must be given before the expiration of the initial term. Parties may change the two-month cancellation term specified in this Section, provided they have explicitly agreed upon such a change in a Supplementary Agreement (e.g., Statement of Work) signed by both Parties.

5.5. Payment Terms and No Refunds. You shall pay all agreed fees associated with the Service outlined in the invoice or order form provided to you. Upon providing us with the necessary payment details, we will begin invoicing and charging you the agreed fees. You shall always provide us with accurate billing information and notify us of any relevant changes. You agree that payment obligations are non-cancellable. Given the digital nature of our Services which are directly accessible after you have entered into an Agreement with us, we never offer full or partial refunds.

5.6. Fee Adjustments and Contract Termination. We reserve the right to increase the fees for our Service, with such changes to be notified at least sixty (60) days prior to the commencement of a new billing cycle. These adjusted fees will become effective from the payment date following this notice period. In accordance with applicable consumer protection laws, you may terminate the Agreement on a monthly basis before such new fees apply or with a thirty-day notice, should you decide not to accept the fee increase.

5.7. Taxes. You understand that our fees do not include any applicable taxes, levies, or duties. Unless stated otherwise, you remain responsible for paying all taxes, levies, or duties in addition to the fees for the Service.

5.8. Late Payment. If payment has not been made by the agreed due date, the fees may accrue late interest at 1.5% per month or the maximum rate permitted by law, whichever is lower. We may demand shorter payment terms for future fees.

5.9. Suspension Services Non-Payment. If payment has not been made by the due date, we may suspend your access to our Service until the outstanding amounts are paid in full. We may require earlier payment of unpaid fees under this Agreement, and a reactivation fee may be charged to reactivate your account. The foregoing does not restrict or waive any other lawful rights or remedies that we may hold.

5.10. Trial or Demo Version. The Company may provide a free trial or demo period of its Services. Clients interested in such a trial period must create an account and opt in. We may request payment details before we provide access to a trial period. The trial begins upon activation and ends at the trial period's conclusion, or the Company may choose to terminate it earlier. Once the trial period has ended, trading functionality on the Exchanges via our Services will be discontinued, after which your account will become a simulation trading account (“Paper Trading”).

5.11. Cryptocurrency Payments. In case you choose to pay the due fees by means of cryptocurrencies, you acknowledge and agree that you are aware of the risks mentioned in Section 8 of this Agreement (Blockchain and Cryptocurrency Risks), which shall apply accordingly to payments made to us.

6. OWNERSHIP AND INTELLECTUAL PROPERTY

6.1. Software and API. You understand and agree that the Company retains all ownership, rights, and title in and to the Service and the API, including any modifications, enhancements, updates, and revisions thereof, as well as all the data that belongs to the Company, including any documentation and online content. Any rights not expressly granted in this Agreement are reserved by the Company. In addition, the Company retains all ownership in software, applications, inventions, business methods, trade secrets, and other technology developed in connection with the Services that does not presumptively belong to the Client.

6.2. No Trademark Use. No right or license, express or implied, is granted to Client to use any trademark, trade name, domain name, or logos owned or controlled by Company.

6.3. Client Data. You retain all ownership, rights, and titles in and to your data available and generated on our platform, for which we provide the option to download and export it to your systems. You shall grant the Company a non-exclusive, royalty-free, worldwide, and irrevocable license to use, host, copy, transmit, and display your data to administer, provide, and ensure the proper execution of the Service, and to perform our rights and (legal) duties under this Agreement.

6.4. Trading Charts. As part of the Services, you may share trading charts from your account and make them publicly available. You agree that we may also make those trading charts publicly available. However, you can always request the removal of such trading charts, which request we shall fulfill in a timely manner.

6.5. Third-Parties. The use of our Service may require the use of third-party products, services, and software that may be subject to intellectual property rights owned by those third-parties. You agree to comply with any third-party general terms and conditions and agreement. We disclaim any and all liability for any third-party damages, claims or losses, including any related expenses or legal costs incurred by you or us. You have read and agree that the relevant Sections of this Agreement pertaining to liability and indemnification shall apply accordingly.

7. PROHIBITED CONDUCT AND CONTENT

You shall comply with all applicable laws, and agreements, and you will respect third-party’s rights, including but not limited to intellectual property rights. You agree that you alone are liable for your actions when utilizing our Services. You agree that any violation of this Section could lead to the immediate termination of this Agreement, and the Company reserves the right to claim for any losses incurred as a result of such violation. In utilizing our Services, software and API, you must not:

Use our Services for any purpose other than for its intended purpose and in any manner that could interfere with, disrupt, negatively affect, or limit other users from using our Services;

Undertake any action that could damage, disable, overburden, or impair the functioning of our Services in any manner;
Use any data mining, robots, or similar data gathering, or extraction methods designed to scrape or extract data from our Services;

Sell, resell, or commercially use our Services, unless specifically agreed by the Parties in a Supplementary Agreement;
Engage in any harassing, threatening, intimidating, or similar unethical conduct;
Attempt to circumvent any account limitations, or attempt to access any feature or area of our Services that you are not authorized to access;
Send, distribute, or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes;
Use our Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates these Terms;
Copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us;
Impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
Reverse engineer any aspect of our Services or do anything that might disclose our source code or bypass or circumvent measures to prevent or limit access to any part of our Services;
Modify our Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Services;
Use or attempt to use another account on an Exchange without authorization from the owner of that account;
Develop or use any applications that interact with our Services without our prior written consent.

8. DISCLAIMERS

8.1. SOFTWARE ONLY; NO FINANCIAL ADVICE. YOU UNDERSTAND AND AGREE THAT WE NEVER OFFER FINANCIAL, INVESTMENT, LEGAL, TAX, OR OTHER PROFESSIONAL ADVICE. THE CLIENT AGREES THAT WE ARE NEVER CONSIDERED A DEALER, BROKER, FINANCIAL ADVISOR, INVESTMENT ADVISOR, PORTFOLIO MANAGER, OR TAX ADVISOR. THE SERVICES, API AND SOFTWARE ARE NOT TO BE INTERPRETED AS CONSTITUTING AN OFFER OF ANY CRYPTOCURRENCY, DIGITAL ASSET OR FINANCIAL INSTRUMENT, NOR AS INVESTMENT ADVICE OR RECOMMENDATIONS BY THE COMPANY. YOU UNDERSTAND THAT THE COMPANY DOES NOT ENGAGE IN ANY ACTIVITIES THAT REQUIRE ANY LICENSE.

SHOULD YOU DISCOVER THAT ANY FUNCTIONALITY OR COMPONENT OF THE SOFTWARE FALLS UNDER A LICENSE OR GOVERNMENT PERMIT WITHIN YOUR JURISDICTION, YOU MUST INFORM THE COMPANY IMMEDIATELY AND TERMINATE THE USE OF OUR SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY SHALL NEVER BE RESPONSIBLE FOR THE UTILIZATION OF INFORMATION OBTAINED FROM OUR SERVICES. ALL DECISIONS MADE BASED ON THE SOFTWARE'S PRODUCTS, SERVICES, OR DATA ARE THE SOLE RESPONSIBILITY OF THE CLIENT. YOU UNDERSTAND AND AGREE THAT THE ACCESS AND USE OF OUR SERVICES IS ALWAYS AT YOUR OWN AND SOLE RISK.

8.2. REPRESENTATIONS AND WARRANTIES. OUR SERVICES, SOFTWARE AND API ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THE COMPANY, ALONG WITH ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, DISCLAIM ALL IMPLIED REPRESENTATIONS, ENDORSEMENTS, WARRANTIES, AND CONDITIONS, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. THE COMPANY DOES NOT GUARANTEE THE COMPLETENESS, TIMELINESS, SECURITY, RELIABILITY, SUITABILITY, OR ACCURACY OF OUR SERVICES. YOU ACKNOWLEDGE THAT THE COMPANY DENIES LIABILITY FOR ANY VIRUSES OR OTHER HARMFUL COMPONENTS IN THE SOFTWARE AND API.

YOU ARE SOLELY AND ENTIRELY RESPONSIBLE FOR ALL DECISIONS AND INTERPRETATIONS MADE BASED ON OUR SERVICE, AND PROVIDED BY THE SOFTWARE. YOU AGREE THAT THE EXCLUSIVE REMEDY FOR ANY ISSUES ARISING FROM THE USE OF THE SOFTWARE IS TO DISCONTINUE ITS USE.

OUR SERVICES, AND CONTENT PUBLISHED ON OUR WEBSITE, AS WELL AS CONTENT FROM THIRD-PARTIES AND UPLOADED BY USERS, ARE FOR INFORMATIONAL PURPOSES ONLY. YOU SHOULD CONDUCT YOUR OWN ANALYSIS AND SEEK INDEPENDENT FINANCIAL ADVICE OR INDEPENDENTLY VERIFY INFORMATION BEFORE RELYING ON IT. THE COMPANY PROVIDES CONTENT ON AN "AS IS" BASIS AND DISCLAIMS ANY WARRANTY FOR THE ACCURACY OR COMPLETENESS OF ANY INFORMATION, CONTENT OR DATA, INCLUDING FROM THIRD-PARTIES. THE PERFORMANCE OF OUR SERVICES MAY BE LINKED TO THIRD-PARTY SERVICES, AND THE COMPANY DISCLAIMS FULL RESPONSIBILITY FOR NON-PERFORMANCE CAUSED BY THESE THIRD-PARTY SERVICES. THE COMPANY DOES NOT ENSURE THAT FILES OR DATA FROM THE SOFTWARE ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. CLIENTS ARE RESPONSIBLE FOR THEIR INTERNET AND DATA SECURITY. THE COMPANY AND ITS PERSONNEL ARE NOT LIABLE FOR ANY TECHNOLOGICAL RISKS ASSOCIATED WITH THE SERVICES, SOFTWARE, AND API.

THE COMPANY IS NOT LIABLE FOR LOSSES, DAMAGES, OR LIABILITIES FROM KNOWN AND UNKNOWN RISKS ASSOCIATED WITH THE USE OF THE SOFTWARE. YOU SHALL BEAR ALL RISKS AND POTENTIAL LOSSES. ANY SUCH CLAIMS AGAINST THE COMPANY ARE WAIVED, AND YOU AGREE TO INDEMNIFY THE COMPANY AGAINST RELATED CLAIMS OR DAMAGES.

8.3. Disclaimer Information. The Company strives to ensure the accuracy of our Services and all information and data we present to you. The Company never assumes liability to the fullest extent permitted by law for any missing or incorrect information. You understand that the contents of our website and platform are not personalized for specific individuals, entities, or groups. The Company does not provide assurances on the future or expected value of any currency, cryptocurrency, digital assets, or any other interests. Clients should not rely solely on our data and content for making financial decisions.

8.4. Blockchain and Cryptocurrency Risks. You understand that blockchain technology is an independent, public, peer-to-peer network that is not controlled by the Company in any manner. The Company cannot be held responsible for any failures, mistakes, errors, or breaches occurring within the blockchain or in any networks where cryptocurrencies are issued or traded. You acknowledge that you are solely responsible for any changes, or unknown risks within the respective blockchain system. In addition, you are aware of the most recent laws and regulations governing cryptocurrencies, blockchain technology, and digital assets. The Company does not provide any representation or warranty, whether express, implied, statutory, or otherwise, regarding the functionality of the respective blockchain or cryptocurrency deployed by you, nor for any security breaches within said systems.

8.5. Content and Online Materials. You understand that any content, advertisements, expressions, or marketing copy we present to you are subjective opinions only and should not be taken literally. Our content is intended solely for informational and promotional purposes and does not constitute any representations or warranties regarding our Services. We lack full insight into your exact circumstances, and as a result, we never make any promises regarding your success, the outcomes, or the results.

9. INDEMNIFICATION

9.1. Indemnification. The Client shall indemnify and hold the Company and its affiliates harmless from all claims, damages, costs, losses, expenses, and liabilities (including reasonable attorneys’ fees) arising out of or in connection with any third-party claim in connection to the Services, software and API. Furthermore, you shall indemnify and hold Company, its affiliates, officers, directors, employees, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to any government action, penalty, or fine levied against Company as a result of your actions or omissions, including but not limited to violations of financial compliance laws and personal data breaches and leaks.

9.2. Procedure. In case of a potential indemnification obligation under this Section, the indemnified Party must: a) promptly notify the indemnifying Party in writing of the claim; b) let the indemnifying Party have sole control of the defense and settlement of the claim; and c) provide reasonable assistance to the indemnifying Party at the indemnified Party’s expense.

10. DATA PROTECTION, PRIVACY AND CONFIDENTIALITY

10.1. Personal Data and Privacy. The handling of any personal information by both Parties shall be in accordance with our Privacy Notice published on https://altrady.com/privacy. You understand that the term “Agreement” in those documents shall refer to this Agreement. In cases where we process personal information from third parties on your behalf, not collected by us, our Data Processing Addendum is incorporated by reference into this Agreement.

10.2. Personal Information. You consent to our collection, retention, and utilization of personally identifiable information, as well as any other data about you as a Client. You authorize our access to and use of personally identifiable information for the purposes stated in this Agreement and acknowledge that our use of such data is necessary, legitimate, and proportionate.

10.3. Product Development. We may use data to conduct research and development to enhance our Services, (software) applications and products. We may also develop and offer new and existing functionality and features, such as statistical analysis, predictive analytics, benchmarking and forecasting services, and artificial intelligence technology.

10.4. Access to Data. We may access and download all data, including personally identifiable information. Such collection shall be limited to what is necessary for maintaining, troubleshooting, upgrading, and/or protecting the integrity of our Service, as well as ensuring compliance with applicable laws, and providing technical support and maintenance in connection with the Service.

10.5. Data Controller. You acknowledge that under applicable privacy laws, you shall act as the data controller, meaning the party responsible for processing personal data. In our capacity as data processor, we shall only process data based on your instructions under this Agreement and any applicable supplementary terms, including but not limited to the Data Processing Memorandum.

10.6. Non-Disclosure and Definition. "Confidential Information" pertains to all data and material disclosed by the Disclosing Party to the Receiving Party, including but not limited to technical designs, business strategies, and any other proprietary data. Exclusions apply to information already in the Receiving Party's possession, publicly disclosed without fault of the Receiving Party, independently developed, or lawfully obtained from third parties.

10.7. Protection and Liability. The Receiving Party is obliged to safeguard the Confidential Information with diligence comparable to that used for its own confidential materials. This duty extends to preventing unauthorized disclosure and use, and the Receiving Party is responsible for compliance by its employees and contractors.

10.8. Remedies for Breach. Should a breach of the Confidentiality Duty occur, the Disclosing Party shall have the right to seek injunctive relief. This legal measure can be pursued without the requirement to prove monetary damages. In addition to injunctive relief, the Disclosing Party may also pursue any other legal remedies available under the law to address such breaches.

11. COMPLIANCE WITH SANCTIONS AND TRADE EMBARGOS

11.1. Sanctioned Entities and Persons. Your access to and use of the Company's Services implies compliance with this Section. You confirm no current or past subjection to trade embargoes or sanctions from jurisdictions including, but not limited to, those imposed by the U.S. Office of Foreign Assets Control (OFAC) and Bureau of Industry and Security (BIS), as well as the UK's Office of Financial Sanctions Implementation (OFSI). In addition, your use of the Service shall not violate or bypass any international sanctions, including those imposed by the aforementioned countries and any non-governmental organizations.

11.2. Market Choices and Termination Rights. The Company reserves the right to limit the provision of the Services in certain countries or regions at our sole discretion. Additionally, the Company retains the authority to terminate, suspend, or restrict your access to our Services under several conditions, including but not limited to: a) if you become subject to any sanctions; b) if providing you with the Services would breach sanction rules; or c) or if you are found to be associated with territories, activities, or persons subject to sanctions as mentioned in Section 11.1 of this Agreement. If you are subject to such sanctions, you must immediately stop using our Services and inform the Company without delay.

12. GENERAL PROVISIONS

12.1. Interpretation and Headings. Parties agree and understand: a) headings are for convenience only and do not affect the interpretation of the Agreement; b) technical words are defined according to what is common in the industry; c) singular includes the plural and vice versa; d) references to laws include amendments and re-enactments; and (e) the Parties to this Agreement include representatives, successors, and assignees.

12.2. Assignment and Transactions. You may not assign, delegate, subcontract, or otherwise transfer any of your rights or obligations under this Agreement, either in whole or in part, directly or indirectly, by operation of law, acquisition, merger, or otherwise, without the prior written consent of the Company. Nevertheless, the Company may assign, delegate, subcontract, or otherwise transfer this Agreement, whether in whole or in part, without your consent.

12.3. Third-Party Rights. Except as expressly provided in this Agreement, no third-party shall have the right to enforce any provisions of this Agreement under the applicable law.

12.4. Client Feedback. Any feedback, suggestions, ideas, or other information or materials regarding the Company, its Services or software shall be deemed and remain the property of the Company. You hereby assign to the Company all right, title, and interest in such feedback. The Company is free to use, without any attribution or compensation to you, such Client feedback.

12.5. Entire Agreement. This Agreement constitutes the entire agreement between the Parties relating to the use of the Service and supersedes all prior agreements, negotiations, and discussions (whether written or oral). The Parties acknowledge that in entering into this Agreement, they have not relied on any statement, representation, assurance, or warranty other than as expressly set out in this Agreement and applicable Supplementary Terms.

12.6. Severability. If any provision or part of a provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision(s) shall be removed or shall be construed, as far as possible, to reflect the original intentions of the invalid, illegal, or unenforceable provision(s). All other provisions of this Agreement shall remain in full force and effect.

12.7. Waiver. No failure or delay by either Party to exercise or enforce any of its rights under this Agreement shall act as a waiver or continuing waiver of such rights. Any waiver of rights must be in writing and signed by the waiving Party.

12.8. Force Majeure. If a force majeure event prevents or delays the fulfillment or performance of any terms or provisions of this Agreement, then neither Party shall be liable to the other for such delay or non-performance. A force majeure event refers to an event beyond the reasonable control of either Party, such as an act of God (e.g., an accident, a natural disaster or a pandemic and epidemic) or an act by any third-party that is outside your control (e.g. acts of war and terrorism, government authority, or civil unrest and strikes). For the purpose of this Agreement, you understand that a cyber-attack or breach of cyber security shall be beyond our reasonable control.

12.9. Amendments. From time to time, the Company may amend the terms of this Agreement in its sole discretion. The Company shall use reasonable efforts to notify you of any material changes by sending you an email or notifying you while using the Service. You agree that you are responsible for regularly checking, reading, understanding, and agreeing to the most recent version of this Agreement. By continuing to access or use the Service, you indicate that you are aware of and agree to be bound by the most recent version of the terms and conditions.

12.10. Notifications. Unless stated otherwise, the formal notification required under this Agreement must be in writing and sent through prepaid mail, recorded delivery, or email to the designated Party's address. The notice will be considered duly received if delivered through any of the following methods: (i) pre-paid mail 48 hours following the posting; (ii) recorded delivery the next business day, or (iii) email, by 09:00 a.m. (GMT +1 hour) on the next business day following its sending, or earlier, provided that the recipient has acknowledged receipt.

12.11. Dispute Resolution. Before initiating any legal proceedings, the Parties shall settle any disputes amicably through good faith discussions and negotiations. Should these efforts fail to resolve the dispute, the Parties agree to appoint an independent mediator. The decision of the mediator shall be final and binding on both Parties.

12.12. Governing Law and Jurisdiction. This Agreement and any dispute or claim arising out of or related to it, its subject matter, or its formation (including non-contractual disputes or claims) shall be governed by the laws of the Netherlands. Each Party hereby agrees irrevocably that the courts of Rotterdam, the Netherlands, shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement, its subject matter, or its formation (including non-contractual disputes or claims).