1. Acceptance of the terms

1.1. Terms and Agreement. Please read these Terms of Service, the Privacy Policy available at https://ynput.io/privacy-policy, and all other documents referred to herein (collectively, the “Terms “) carefully before you start using the Service. When you start using the Service or click to agree to the Terms of Service when this option is made available to you, you conclude an agreement on use of the Service with Us (the “Agreement”) which includes the Terms. If you do not agree to the Terms, you must not access or use the Service. If you are using the Service on behalf of a legal entity, then you, as an individual, represent that you have authority to bind that entity to the Agreement and “you” and “your” also refer to that entity.

1.2. On-prem users. If you are connecting to the Ynput Cloud through free on-premise Ayon application, you agree to these Terms when this option is made available to you during your registration to Ynput Cloud. At the moment of registration you conclude an Agreement on use of the Service functions with Us. These Terms shall apply to you similarly where the nature of the Terms allows it. Some specific differences in the scope of available Service functions and their limitations are listed in the On-prem Ynput Cloud connection terms available at https://ynput.io/ynput-cloud-onprem-terms.

1.3. Sanctions. Service is offered to users who are not a target of any sanctions regime, and do not reside in, nor will access the Service from a country from which such access is prohibited under any applicable sanctions regime or export control laws. By using the Service, you represent that you meet all of the foregoing requirements. If you do not meet these requirements, you must not access or use the Services. We reserve the right to limit the availability of the Service to any person, entity, geographic area, or jurisdiction at any time.

2. Definitions

2.1. Upper case pronouns “We”, “Us” and “Our” refer to Ynput s.r.o., with registered office at Dělnická 503/47, Holešovice, 170 00 Prague 7, Czech Republic, ID number: 090 55 207, incorporated under the laws of the Czech Republic, registered in the Commercial Register at Municipal Court in Prague under file no. C 329992.

2.2. Pronouns “you” and “your” refer to you as a customer of AYON (SaaS) open studio platform accessible under a domain created for you based on the following principle: https://clientname.ayon.app (the “Service”) including any content and services offered through https://ynput.io and https://ynput.cloud (the “Website”). You may also purchase Addons (as defined below) to the Service. The AYON desktop application does not fall under these Terms and Agreement.

2.3. “Addons” are optional extensions to the Service which might be created by Us or by third parties but their use in Our Service is subject to Our approval after which they appear in the list of Addons. Addons are listed under their respective licenses which needs to be followed.

2.4. ”Affiliate” of a person is any person that controls, is controlled by, or is under common control with, such person. The term “control” (“controlled by”) means the power to direct or cause direction of management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.

2.5. ”Authorized Users” are you, your employees, consultants, contractors, and agents who are authorized by you to access or use the Services under the rights granted to you pursuant to the Agreement.

2.6. ”Documentation” are documents describing the features of the Service, requirements for its use, integration, configuration, support, or maintenance. Non-exhaustive list of documentation is available on thehttps://ayon.ynput.io.

2.7. ”Resultant Data” are data related to your use of the Service that are used by Us in an aggregate and anonymized manner, including statistical and performance information related to operation of the Service.

2.8. ”Third-Party Materials” are materials, documents, data, products, services, or software that are not Ours, including open-source software. A non-exhaustive list of Third-Party Materials is available on the Website. For avoidance of any doubt, Addons developed by third parties are considered to be Third-Party Materials.

2.9. ”Your Data” are data, instructions, materials, and other content that is provided by Authorized User, or that We receive by or through the Service. Your Data does not include Resultant Data.

2.10. ”Your Systems” means your information technology infrastructure, including computers, software, databases, and networks, whether operated directly by you or through the use of third-party services.

3. Commisioning

3.1. Conditions. To commission the Service, We need you to:

a) to be an entrepreneur or legal entity (Service is not provided to so called consumers),

b) arrange all organizational conditions, HW and basic software necessary to operate the Service in accordance with Our recommendations set forth in the Documentation. Some extra conditions can be found in Documentation of a specific Addon, and

c) provide Us with assistance required by these Terms and any other assistance necessary to make the Service operational without undue delay, but no later than 5 days from request.

3.2. Commissioning. We will commission the Service to you in accordance with the Documentation upon:

a) your registration on Our Website for the Service (including filling in all mandatory information during the order, accepting all mandatory Terms and inserting your payment details), and

b) receiving first payment for the Service and cost of on-prem installation (if applicable),

by providing you with access details to use the Service through your e-mail address provided by you during the Service order. You may check that the Service has been commissioned correctly within 3 days from receiving the access details (“acceptance period”). Within the acceptance period, you must confirm that the Service has been commissioned correctly or report any detected defects. Once you confirm that the Service has been commissioned properly or if you do not report any defects within the acceptance period, this constitutes your acceptance of the proper commissioning of the Service. Further, acceptance of the proper commissioning of the Service occurs if you begin to use the Service beyond its testing.

3.3. Extra Work. If You request any modifications to the Service that are not specified in the Documentation (for example, change of pipeline integration behavior or customised configuration, this is a request for extra work. Upon receipt of such a request, we will propose the terms and conditions for its delivery (in particular time, price, co-operation requirements, etc.). Unless we agree otherwise, negotiations on extra work shall not affect your obligation to accept the Service and pay the agreed price. If we agree on the terms and conditions, You will pay Us the price for extra work based on an invoice issued before we start the extra works.

4. Services

4.1. Use. Subject and conditioned on your and your Authorized Users’ compliance with the Agreement, We hereby grant you a non-exclusive, non-transferable right to use the Service during the term of the Agreement, solely for use by Authorized Users in accordance with the Agreement. Such use is limited to your internal use.

4.2. Reservation of Rights. Nothing in the Agreement grants any license or other right to any intellectual property rights in or relating to the Service, or Third-Party Materials. All rights to the Service and the Third-Party Materials are and will remain with Us and the respective rights holders. You do not acquire any rights except as expressly set forth in Section 4.1 or in the applicable third-party license terms. By entering into the Agreement or, as the case may be, by creation of such data, you assign to Us all rights relating to the Resultant Data. We reserve the right to make changes to the Service that We deem necessary or useful to comply with applicable law, enhance the quality of Service, cost efficiency or performance. For the same reasons We monitor use of the Service and its functions by you for our internal use. You may turn off some of the non-essential monitoring in the settings of your account.

4.3. Suspension or Termination. We may suspend, terminate, or otherwise deny your, Authorized User’s, or any other person’s access to or use of the Service, without incurring any resulting obligation or liability, if:

a) We receive a judicial or governmental request or order that requires Us to do so, or We become aware that a governmental authority or other authority with legal authority has enacted a new, or modified an existing, law, rule, regulation, interpretation or decision that would make our performance of any part of the Agreement unlawful or otherwise illegal, or

b) We believe that you or any Authorized User has failed to comply with the Agreement or used the Service beyond the scope of rights granted or for a purpose not authorized under the Agreement; or that you or Authorized User has been, or is likely to be involved in fraudulent or unlawful activities,

c) you do not pay the fees when due, or We receive a chargeback.

4.4. SLA. We will use commercially reasonable efforts to make the Service available in accordance with the service level agreement which is available at the Website at https://ynput.io/sla hereto as well as with price list  and Documentation describing different SLA Levels.

5. Use Restrictions

5.1. Use Restrictions. You may not, and may not permit any other person to, access or use the Service except as expressly permitted by the Agreement and, in case of Third-Party Materials, the applicable third-party license terms. You shall not in particular, but not exclusively:

a) copy, republish, display, distribute, transmit, sell, rent, lease, loan or otherwise make available in any form or by any means all or any portion of the Service,

b) modify, create compilations or derivative works of the Service, remove, or alter trademarks, Documentation, disclaimers, or notices from Services,

c) bypass or breach any security used by the Service or access or use the Service other than by an Authorized User through the use of its own then valid access credentials,

d) upload, transmit, or otherwise provide to or through the Service, any information or materials that are unsolicited advertisements or content (i.e., “spam”), unlawful or contain or activate any harmful code (software, hardware, or other technology, including malware, the purpose or effect of which is to permit unauthorized access to, disrupt or otherwise harm any computer, software, hardware, or network; or prevent any other customer or Authorized User from accessing or using the Service),

e) damage, disable, interfere with, or otherwise harm the Services, or Our provision of Service,

f) access or use the Service for purposes of competitive analysis of the Service, development, provision, or use of a competing service or product or any other purpose that is to Our commercial disadvantage,

g) access or use the Service in association with any safety-critical systems, or other systems in which the use or failure of the Service could lead to personal injury or physical or property damage, or

h) access or use the Service in manner or for purpose that infringes any intellectual property right or other right of any third party or that violates any applicable law.

6. Your Obligations

6.1. Cooperation. You shall at all times during the Agreement term:

a) maintain and operate Your Systems in accordance with the Documentation and Our recommendations,

b) provide Our personnel with such access to your premises and Your Systems as is necessary for Us to commission or provide the Service, and

c) provide all cooperation and assistance as We may reasonably request to enable Us to exercise Our rights and perform Our obligations under and in connection with the Agreement.

6.2. Delay. If You fail to provide Us with cooperation or fail to fulfil any other obligation under the Agreement, this constitutes an obstacle which prevents Us from performing Our obligations under the Agreement and entitles Us to suspend the performance of the Agreement. The duration of the obstacle for which We are unable to perform is calculated from the first day on which the obstacle occurs until the moment You inform Us of its removal. The deadlines for performance of Our obligations under the Agreement are automatically extended by the duration of the obstacle and the time necessary to restore continuity of Our performance to You.

6.3. Corrective Action. If You become aware of any actual or threatened activity prohibited by Section 5.1, You must, and must cause your Authorized Users to, immediately take all reasonable measures within their respective control that are necessary to stop the activity and to mitigate its effects (including by discontinuing and preventing any unauthorized access to the Services and erasing data to which any of them have gained unauthorized access) and notify Us of any such actual or threatened activity.

6.4. Inspection. We may inspect or instruct a third party to inspect and you shall provide Us with access to all relevant documents, premises, personnel, and other requested information to the extent We have reasonable grounds to suspect a breach of the Agreement by You. If an inspection reveals that You have used the Service in excess of that permitted by the Agreement, You will pay Us the cost of such excessive use calculated pro rata in accordance with the current price list, including interest on such amounts, and any costs incurred in connection with the inspection within 15 days of the date of notification of the results of the inspection.

6.5. Your Responsibility. You are solely responsible for:

a) Your Systems and the fact that they meet the requirements set out in the Documentation. If you do not meet these requirements, the Service may not function properly or at all,

b) legality of processing of Your Data. In particular, You are responsible for ensuring that You are entitled to provide Us with all Your Data and that Our use and processing of Your Data for the purpose of providing the Service does not infringe any third-party rights, in particular intellectual property rights or privacy rights or obligations under any law or regulation. You are required to inform persons whose personal and other data You transfer to Us of such transfer, and to obtain consent to such transfer of personal data where necessary,

c) use, security, and protection of access details from unauthorized use; and

d) all access to and use of the Service through Your Systems or the access details of Authorized Users, including all results obtained from such access or use and all conclusions, decisions and actions based thereon.

7. Fees and Payment

7.1. Fees. Unless we agree on a different amount of fees, you shall pay Us the fees in accordance with the currently effective price list available at www.ynput.io immediately after the order has been submitted. We may change the price list, institute new fees, or increase the fees for next renewal term by providing written notice to you prior to the commencement of such term. The obligation to pay the fees is not tied to your actual use of the Service. In the event that You do not use the Service, this shall not affect Our right to payment of the fees in full. Unless expressly set forth herein, the fees are non-cancelable and non-refundable.

7.2. Subscriptions. Price list sets forth, especially, the basic fee for the Service, fee for designated number of Authorized Users, fees for extra Addons, fee for a size of storage, fee for duration of backup retention, fee for duration of logs history retention, and other fees (collectively, the “Subscriptions”) per relevant subscription term. If you exceed your Subscriptions in any subscription term, you shall also pay Us the applicable fees set forth in the price list, the fees for excessive use are due at the end of each subscription term. You may upgrade the Subscriptions and corresponding fee obligations in accordance with the price list at any time. Subscription term is chosen by you from available options during the order process. If you wish to upgrade, you shall fill in the order form available at the Website and submit it by pressing the “Pay and subscribe” button. You agree that We have no obligation to permit you to decrease your then-current Subscriptions. We are not obliged to confirm the order and/or increase the Subscriptions until you have paid the relevant fees (especially the additional price for the remainder of the current subscription term). If We confirm your payment, we shall activate the upgraded Subscriptions within 1 day of confirmation.

7.3. Taxes. All fees and other amounts payable by you under the Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, you are responsible for VAT, sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by You hereunder. If you are required to make any deduction from the payment of the fee (for example, to pay income tax withholding), you must notify Us in advance. Unless we agree otherwise, We shall be entitled to increase the invoiced fees so that We always receive the net amount due to Us without any deductions or withholdings.

7.4. Payment. You shall make all payments via Stripe payment gateway. You hereby agree to the terms and conditions of Stripe services available at https://stripe.com. Payment instructions will be displayed to you in immediately after the order is submitted. We will issue and send the invoice to You at the same time as the order confirmation. In case of subscription term renewal and payment for excessive use, the fees will be charged automatically to the payment method you last selected. If you’re ordering an Enterprise level of the Service (as detailed in the price list) you may request an invoice during the order instead of paying via Stripe. In that case invoice will be due 14 days from issuance and We will send it electronically to your contact email address. You shall pay the price by bank transfer to Our account identified on the invoice, using any payment identifiers specified (e.g. variable symbol). In case of subscription term renewal we will send you next invoice usually no later than of the first business day of the new subscription term.

7.5. Late Payment. If you fail to make any payment when due, then in addition to other remedies:

a) We may charge interest on the past due amount at the rate of 0.5% per each commenced day of delay or, if lower, the highest rate permitted under applicable law,

b) You shall reimburse Us for all costs incurred in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees, and

c) We may suspend provision of the Service until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to You or any other person by reason of such suspension.

7.6. Chargeback. We reserve the right to immediately suspend access to the Service, without prior notice, in the event we receive notice of a Chargeback (as defined below). Contacting your bank or credit / debit card provider and rejecting, canceling, or contesting the charge of any amount payable in connection with your use of the Service (“Chargeback”) will be considered a breach of your payment obligations under the Agreement. We also reserve the right to dispute any Chargeback received. We may take reasonable steps to restrict your future access to our Service if We believe that you have maliciously requested a Chargeback.

7.7. Fair Use Policy. You may use the Service only to the extent of Subscription that you choose in the order form and pay for. If you intend to use the Service in excess of this Subscription, please undergo process of increasing Subscription as described in 7.2. If you are found to have used the Service in excess, you will pay Us the fees for such excessive use based on the currently applicable price list for the duration of excessive use. If you significantly exceed average data traffic, in order to protect the Service, we may temporarily suspend your Service and notify you without undue delay. You may file an explanation for the excessive use or to cooperate with Us on finding the reason of such use, if it is unknown to you. We shall restore your Service as soon as the issue has been identified and solved.

7.8. Inspection. We or Our nominee (including its accountants and auditors) may inspect your use of the Service under the Agreement. All audits will be conducted in a manner that does not unreasonably interfere with your business operations. You shall make available all such books, records, equipment, information, and personnel, and provide all such cooperation, as may be requested by or on behalf of Us. We shall only examine information directly related to your use of the Service. If the inspection determines that your use of the Service exceeded the usage permitted by the Agreement, you shall pay Us all amounts due for such excess use of the Service, plus interest on such amounts, as calculated pursuant to Section 7.5. If the inspection determines that such excess use equals or exceeds 10 % of permitted usage, you shall also pay to Us all costs incurred in conducting the inspection. You shall make all payments required under this Section within 15 days of the date of written notification of the inspection results.

8. Confidentiality

8.1. Confidential Information. In connection with the Agreement each of us as a “Disclosing Party” may disclose or make available Confidential Information to the other one as a “Receiving Party”. “Confidential Information” is any information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, or pricing.

8.2. Exclusions. Confidential Information does not include information that:

a) was known to the Receiving Party without restriction on use or disclosure prior to such information’s being disclosed or made available to the Receiving Party in connection with this Agreement;

b) was or becomes generally known by the public other than by the Receiving Party’s or any of its representatives’ noncompliance with this Agreement;

c) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information.

8.3. Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall:

a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; and

b) except as may be permitted, not disclose or permit access to Confidential Information other than to its representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights or performance of its obligations under and in accordance with the Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party’s obligations under Section 8; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth therein.

8.4. Compelled Disclosures. If the Receiving Party or any of its representatives is compelled by applicable law to disclose any Confidential Information then, the Receiving Party may disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose. To the extent permitted by applicable Law, the Receiving Party shall notify the Disclosing Party in writing of such requirement.

8.5. Term. Each Party’s obligations under this Section 8 will last throughout the Agreement term and for five years thereafter; provided, however, with respect to any confidential information that constitutes a trade secret, such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such confidential information remains subject to trade secret protection under applicable law.

9. Representations and Warranties

9.1. Mutual Representations and Warranties. Each party represents and warrants to the other party that execution of the Agreement by its representative has been duly authorized by all necessary corporate or organizational action of such party; and when executed and delivered by both parties, the Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party.

9.2. Your Additional Warranties. You represent and warrant to Us that you own the necessary rights and consents relating to Your Data so that, as received by Us and processed in accordance with the Agreement, they do not and will not infringe, misappropriate, or otherwise violate any intellectual property rights, or any privacy or other rights of any third party or violate any applicable law.

9.3. DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 9.1 AND IN THE SERVICE LEVEL AGREEMENT AVAILABLE AT https://ynput.io/sla (OR THE CORRESPONDING PRICE LIST AND DOCUMENTATION), ALL SERVICES (INCLUDING ADDONS) ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED UNDER THE APPLICABLE LAW, WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OF ANY KIND THAT THE SERVICE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, BE AVAILABLE OR OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICE, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS. Service does not replace the need for you to maintain regular data backups or redundant data archives. WE HAVE NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF YOUR DATA.

10. Indemnification

10.1. Our Indemnification. We shall indemnify you from and against damages awarded against you in a final non-appealable judgment arising out of any claim by a third party (other than an Affiliate of yours) that your use of the Service (excluding Your Data and Third-Party Materials) in accordance with the Agreement infringes such third party’s copyrights. The foregoing obligation does not apply if the alleged infringement arises from:

a) Third-Party Materials or Your Data,

b) access to or use of the Service in combination with any hardware, system, software, network, or other materials or service not provided by Us or specified for your use in the Documentation,

c) modification of the Service other than by or on behalf of Us or with Our prior written approval,

d) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to you by or on behalf of Us, or

e) act, omission, or other matter described in Sections 10.3 a) – c).

10.2. Mitigation. If the Service is, or in Our opinion is likely to infringe third-party intellectual property right, or if your or any Authorized User’s use of the Service is enjoined, We may, at Our option and expense:

a) obtain the right for you to continue to use the Service materially as contemplated by the Agreement;

b) modify or replace the Service to make them non-infringing, while providing materially equivalent functionality, in which case the modifications or replacements will constitute Service under the Agreement; or

c) by written notice to you, terminate the Agreement with respect to all or part of the Service and require you to immediately cease any use of the Service or any specified part or feature thereof.

10.3. Your Indemnification. You shall indemnify, defend, and hold harmless Us and Our Affiliates, and each of our respective officers, directors, employees, and agents from and against any and all loss, damage, claim, action, judgment, settlement, interest, penalty, fine, costs, or expenses, including attorneys’ fees and the costs of enforcing any right to indemnification hereunder incurred resulting from any action by a third party that arise out of or result from, or are alleged to arise out of or result from:

a) Your Data, including any processing of it by or on behalf of Us in accordance with the Agreement;

b) allegation of facts that, if true, would constitute your breach of any of your representations, warranties, covenants, or obligations under the Agreement; or

c) negligence or more culpable act or omission (including recklessness or willful misconduct) by you, any Authorized User, or any third party on behalf of you or any Authorized User, in connection with the Agreement.

10.4. Indemnification Procedure. Each party shall promptly notify the other party in writing of any action for which such party believes it is entitled to be indemnified. The party seeking indemnification (“Indemnitee”) shall cooperate with the other party (“Indemnitor”) at the Indemnitor’s cost and expense. Indemnitor shall promptly assume control of the defense and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitor’s sole cost and expense. Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of its own choosing. Indemnitor shall not settle any action without Indemnitee’s prior written consent. If the Indemnitor fails or refuses to assume control of the defense of such action, Indemnitee shall have the right, but no obligation, to defend against such action, including settling such action, in each case in such manner and on such terms as the Indemnitee may deem appropriate. Indemnitee’s failure to perform any obligations under this Section 10.4 will not relieve the Indemnitor of its obligations under this Section 10.

10.5. Sole Remedy. THIS SECTION 10 AND ISSUANCE OF SERVICE CREDIT PURSUANT TO SERVICE LEVEL AGREEMENT AVAILABLE AT https://ynput.io/sla (OR THE CORRESPONDING PRICE LIST AND DOCUMENTATION) SETS FORTH YOUR SOLE REMEDIES AND OUR SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICE OR ANY SUBJECT MATTER OF THE AGREEMENT INFRINGES OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTY.

11. Limitation of Liability

11.1. EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED UNDER THE APPLICABLE LAW, IN NO EVENT WILL WE OR ANY OF OUR AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION, OR DELAY OF THE SERVICES; (c) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER YOU WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

11.2. CAP ON MONETARY LIABILITY. TO THE MAXIMUM EXTENT PERMITTED UNDER THE APPLICABLE LAW, IN NO EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF US AND OUR AFFILIATES, LICENSORS, SERVICE PROVIDERS, AND SUPPLIERS ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED 100 % THE TOTAL AMOUNTS PAID TO US UNDER THIS AGREEMENT IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12. Term and Termination

12.1. Term. Initial term of the Agreement commences on the date of its conclusion and unless terminated earlier pursuant the Agreement’s express provisions, will continue for the agreed subscription term. Agreement term will automatically renew for additional successive subscription term of the same length as the previous one unless earlier terminated pursuant to the Agreement’s express provisions or either party gives the other party written notice of non-renewal at least on the last day of the then-current term. Each renewal term is subject to payment of relevant fees.

12.2. Termination. In addition to any other express termination right set forth in the Agreement:

a) We may terminate the Agreement, effective on written notice to you, if you: (i) fail to pay any amount when due hereunder, or (ii) breach any of your obligations under Section 5.1, 6.4, 6.5 or 8,

b) either of us may terminate the Agreement effective on written notice to the other one, if the other one materially breaches the Agreement and such breach is incapable of cure, or remains uncured 30 days after the non-breaching party provides the breaching party with written notice of such breach, and

c) either party may terminate this Agreement effective immediately upon written notice to the other one, if the other one: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

12.3. Effect. Upon expiration or termination of the Agreement, except as expressly otherwise provided herein:

a) rights and licenses granted by Us to you hereunder will immediately terminate,

b) We may destroy and permanently erase all Your Data and Confidential Information, provided that, for clarity, this obligations does not apply to any Resultant Data,

c) You shall immediately cease all use of the Services and within 15 days, or at Our written request permanently erase Our Confidential Information from all Your Systems, and certify to Us in writing that you have complied with this obligation,

d) We may disable your and Authorized User access to the Services,

e) if We terminate the Agreement pursuant to Section 10.2 (c) or you terminate the Agreement pursuant to Section 12.2 (b), you will be relieved of obligation to pay the fees attributable to the period after the effective date of such termination, in all other cases all fees that would have become payable had the Agreement remained in effect until expiration of the current subscription term will become immediately due and payable, and you shall pay such fees, together with all previously accrued but not yet paid fees. If We are unable to charge them automatically to the payment method you last selected, You will pay the amount on receipt of Our invoice therefor.

12.4. Surviving Terms. The rights and obligation of the parties in the Agreement that, by nature, should survive termination or expiration of the Agreement, will survive any expiration or termination of the Agreement.

13. Final provisions

13.1. Entire Agreement. Agreement constitutes our sole and entire agreement with respect to its subject matter and supersedes all prior and contemporaneous agreements, with respect to such subject matter. In the event of a conflict between the documents constituting the Agreement, the documents shall apply in the following order: (i) order, (ii) Terms of Use, (iii) remaining documents in order of their appearance in the Terms.

13.2. Assignment. Neither of us may assign or otherwise transfer any of its rights or obligations under the Agreement, without prior written consent of the other party, provided that We may assign the Agreement as a whole without your prior written consent to any Affiliate.

13.3. Force Majeure. In no event will We be liable for any failure or delay in performance of this Agreement, when and to the extent such failure or delay is caused by any circumstances beyond Our reasonable control, including acts of God, flood, fire, earthquake, war, terrorism, cyber-attack (including DDoS), invasion, embargoes, strikes, passage of law, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. We may terminate the Agreement if a force majeure event continues for a period of 30 days or more.

13.4. Amendment. We may revise and update the Terms from time to time in Our sole discretion. All changes are effective on the indicated date and apply to all access to and use of the Service thereafter. Your continued use of the Service following their term of effectiveness means that you accept and agree to the changes. You are expected to check the Terms from time to time so you are aware of any changes, as they are binding on you.

13.5. Notices. The requirement of written form is met if the electronic text with a simple electronic signature is delivered to the e-mail address of the other Party, or by other electronic means agreed by the parties.

13.6. Exclusion. Sections 2389g to 2389u of the Czech Civil Code do not apply.

13.7. Subcontracting. Provider may use subcontractors to provide the Services or their parts, such as provision of servers and hosting, etc.

13.8. Severability. If any term or provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, we shall negotiate in good faith to modify the Agreement so as to effect the original intent to the greatest extent possible.

13.9. Governing Law; Submission to Jurisdiction. Agreement is governed by and construed in accordance with the internal laws of Czech Republic without giving effect to any choice or conflict of law provision. Any legal suit, action, or proceeding arising out of or related to the Agreement will be instituted exclusively in the courts of the Czech Republic, and each of us irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.