2. Services

1. The Customer engages SignalSync and SignalSync agrees to provide the Services to the Customer from the Effective Date for the Term, in accordance with the terms and conditions of this Agreement.
2. The Services shall be available to the Customer and shall be governed by the terms of the SLA.

3. Subscription Licence 

1. The Customer is granted a non-exclusive, non-transferable, revocable licence to use the Services (including any associated software, Intellectual Property Rights and Confidential Information) during the Term. Such a licence shall permit the Customer to make cache copies of software or other information as are required for the Customer to receive the Services via the Internet. Where open source software is used as part of the Services, such software use by the Customer will be subject to the terms of the open source licences.
2. No right to sub-licence, modify, adapt, or translate the Services or create derivative works from the Services is granted to the Customer. Nothing in this Agreement shall be construed to mean, by inference or otherwise, that the Customer has any right to obtain source code for the software comprised within the Services.
3. Disassembly, decompilation or reverse engineering and other source code derivation of the software comprised within the Services is prohibited. To the extent that the Customer is granted the right by law to decompile such software in order to obtain information necessary to render the Services interoperable with other software (and upon written request by the Customer identifying relevant details of the Services(s) with which interoperability is sought and the nature of the information needed), SignalSync will provide access to relevant source code or information. SignalSync has the right to impose reasonable conditions including but not limited to the imposition of a reasonable fee for providing such access and information.
4. Unless otherwise specified in this Agreement, the Services are provided and may be used solely by the Customer as part of the Customer’s website/desktop architecture. Except as specifically stated in this Agreement, the Customer may not: (i) lease, lend, resell or otherwise distribute the Services or any right thereof save as permitted in writing by SignalSync; (ii) use the Services to provide ancillary services related to the Services; or (iii) permit access to or use of the Services by or on behalf of any third party.
5. The Customer warrants and represents that it shall maintain reasonable security measures (as may change over time) covering, without limitation, confidentiality, authenticity and integrity to ensure that the access to the Services granted under this Agreement is limited as set out under this Agreement.
6. SignalSync may suspend access to the Services, or portion thereof, at any time, if in SignalSync’s sole reasonable discretion, the integrity or security of the Services is in danger of  being compromised by acts of the Customer or its users. Where possible, SignalSync shall give the Customer 24 hours written notice, before suspending access to the Services, giving specific details of its reasons.

4. Intellectual Property Rights 

1. All Intellectual Property Rights and title to the Services (save to the extent incorporating any Customer Data, Customer or third party owned item) shall remain with SignalSync and/or its licensors and subcontractors. No interest or ownership right with respect to the Services and no Intellectual Property Rights or otherwise are transferred to the Customer under this Agreement.
2. The Customer shall retain sole ownership of all rights, title and interest in and to Customer Data and its pre-existing Intellectual Property Rights and shall have the sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. The Customer grants SignalSync a non-exclusive, non-transferable, royalty free licence to use Customer Data, Customer Intellectual Property Rights and any third party owned item from the Effective Date for the Term to the extent required for the provision of the Services.
3. The Customer is not allowed to remove any proprietary marks or copyright notices from the Services.
4. The Customer agrees to take all reasonable steps to ensure compliance with the Intellectual Property Rights and to prevent any unauthorized access, use or reproduction of the Services. The Customer undertakes to immediately notify SignalSync of any infringement of such rights of which it becomes aware.
5. The Customer assigns all rights, title and interest in any Feedback by the customer to the Company. If for any reason such assignment is ineffective, the Customer shall grant SignalSync a non-exclusive, perpetual, irrevocable, royalty free, worldwide right and licence to use, reproduce, disclose,  sub-licence, distribute, modify and exploit such Feedback without restriction.
6. The Customer grants SignalSync the perpetual right to use Statistical Data and nothing in this Agreement shall be construed as prohibiting SignalSync from using the Statistical Data for business and/or operating purposes, provided that SignalSync does not share with any third party Statistical Data which reveals the identity of the Customer or Customer’s Confidential Information.
7. SignalSync may take and maintain technical precautions to protect the Services from improper or unauthorised use, distribution or copying.
8. In case of an improper or unauthorised use, distribution or copying by the Customer, SignalSync reserves the right to cancel any licence at any time at its sole discretion upon giving 14 days written notice, without any liability other than refunding any Fees already paid applicable to periods after termination.

5. Ordering, Fees, Invoicing and Payments 

1. SignalSync is entitled to refuse any Order, no justification being required in this respect. If an Order is accepted, SignalSync will confirm acceptance via email.
2. The Customer will be invoiced and charged the Fees set out in the subscription plan the Customer chose. SignalSync shall issue invoices to the Customer [monthly or from time to time], as set out in the chosen subscription plan for continued use of the Services. All invoices shall be payable in full by the Customer. All Fees exclude any Value Added Tax legally payable on the date of the invoice, which shall be paid by the Customer in addition, where applicable.
3. The Customer must pay the Fees by bank transfer within the period of [30] days following the issue of an invoice (using such payment details as are notified by the Provider to the Customer from time to time). In case the Customer is a resident company and the Fees were established in another currency, the payment will be made in RON at the official exchange rate of the National Bank of Romania valid on the date of issuing the invoice.
4. Where payment of any Fees is not received on the due payment date, SignalSync may disable the Customer’s password, account and access to all or part of the Services and SignalSync be under no obligation to provide any or all of the Services or be responsible for any loss or damage that the Customer may be affected with while the invoice(s) concerned remain(s) unpaid. SignalSync shall be entitled to charge interest on overdue Fees in amount of [0,5%] for each day of delay.
5. SignalSync reserves the right to increase the Fees once in any twelve month period upon giving the Customer at least 30 days’ prior written notice of such increase.
6. SignalSync reserves the right to recover any costs and reasonable legal fees it incurs in recovering overdue payments.

7.   Warranties 

1. Each party warrants and represents that: (i) it has full corporate power and authority to enter into this Agreement and to perform the obligations required hereunder; (ii) the execution and performance of its obligations under this Agreement does not violate or conflict with the terms of any other agreement to which it is a party and is in accordance with any applicable laws; and (iii) it shall respect all applicable laws and regulations, governmental orders and court orders, which relate to this Agreement.
2. SignalSync warrants to the Customer that: (i) it has the right to licence the Services; (ii) the Services shall be performed with reasonable skill and care and in a professional manner in accordance with good industry practice; (iii) the Services shall operate to materially provide  the facilities and functions provided by SignalSync; and (iv) to the best of its knowledge, in performing the Services it will not infringe the Intellectual Property Rights of any third party or be in breach of any obligations it may have to a third party. The foregoing warranties shall not: (a) cover deficiencies or damages relating to any third party components not furnished by SignalSync; or (b) any third party provided connectivity necessary for the provision or use of the Services.
3. No warranty is made regarding the results of usage of the Services or that the functionality of the Services will meet the requirements of the Customer or that the Services will operate uninterrupted or error free.
4. The Customer warrants and represents to SignalSync that: (i) it rightfully owns the necessary user rights, copyrights and ancillary copyrights and permits required for it to fulfil its obligations under this Agreement; (ii) it shall maintain reasonable security measures (as may change over time) covering, without limitation, confidentiality, authenticity and integrity to ensure that the access to the Services granted under this Agreement is limited as set out under this Agreement. In particular the Customer and users shall treat any identification, password or username or other security device for use of the Services with due diligence and care and take all necessary steps to ensure that they are kept confidential, secure and are used properly and are not disclosed to unauthorised persons. Any breach of the above shall be immediately notified to the Company in writing. The Customer shall be liable for any breach of this Agreement by its users; and (iii) it shall ensure that its network and systems comply with the relevant specification provided by SignalSync from time to time and that it is solely responsible for procuring and maintaining its network connections and telecommunications links from the Customer’s systems to the SignalSync’s data centres and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the Internet. Moreover, the Customer acknowledges that the Software’s performance depends on its ability to use it as intended and SignalSync does not guarantee that the software will meet all the Customer’s requirements, including performance or profitability, or that it will operate continuously free from any error, or that the software will always work with any product, hardware and/or software not supplied by SignalSync. The Customer is therefore reminded that it is its responsibility to take all necessary measures to establish appropriate troubleshooting plans and to take all appropriate measures to minimise the harmful consequences caused in particular by a possible interruption of operations or a possible loss of data generated by the Services as a result of their use.
5. All third party content or information provided by SignalSync via the Services, for example prices is provided “as is”. SignalSync provides no warranties in relation to such content or information and shall have no liability whatsoever to the Customer for its use or reliance upon such content or information.
6. Except as expressly stated in this Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise (including but not limited to satisfactory quality and fitness for purpose), are hereby excluded to the fullest extent permitted by law.
7. The Customer acknowledges that Services should not be used for high risk applications where precise locations or features on maps are essential to the Customer, for example use of the Services by the emergency services.

8.   Liability

1. Neither party excludes or limits its liability to the other for fraud, death or personal injury caused by any negligent act or omission or wilful misconduct.
2. In no event shall either party be liable to the other whether arising under this Agreement or in  tort (including negligence or breach of statutory duty), misrepresentation or however arising, for any Consequential Loss. ‘Consequential Loss’ shall for the purposes of this section mean: (i) pure economic loss; (ii) losses incurred by any client of the Customer or other third party; (iii) loss of profits, business, contracts or opportunities (whether categorised as direct or indirect loss); (iv) losses arising from business interruption; (v) loss of business revenue, goodwill or anticipated savings; and (vi) losses whether or not occurring in the normal course of business, wasted management or staff time. Moreover, SignalSync shall not be liable to the Customer in respect of any losses arising out of a Force Majeure event.
3. Subject to clauses 8.1 and 8.2, the total liability of SignalSync to the Customer in aggregate (whether in contract, tort or otherwise) under or in connection with this Agreement or based on any claim for indemnity or contribution shall be limited to one hundred (100) per cent of the total Fees (excluding any VAT, duty, sales or similar taxes) paid or payable by the Customer to SignalSync during the twelve (12) month period prior to the date on which such claim arose. If the duration of the Agreement has been less than twelve (12) months, such shorter period shall apply.
4. The Customer shall be liable for any breaches of this Agreement caused by the acts, omissions or negligence of any users who access the Services as if such acts, omissions or negligence had been committed by the Customer itself.
5. In no event shall the Customer raise any claim under this Agreement more than one (1) year after: (i) the discovery of the circumstances giving rise to such claim; or (ii) the effective date of the termination of this Agreement.
6. The parties acknowledge and agree that in entering into this Agreement, each had recourse to its own skill and judgement and have not relied on any representation made by the other, their employees or agents.

9.   Indemnities 

1. SignalSync shall at its own expense: (i) defend, or at its option, settle any claim or suit brought against the Customer by a third party on the basis of infringement of any Intellectual Property Rights by the Services (excluding any claim or suit deriving from any Customer provided item); and (ii) pay any final judgement entered against the Customer on such issue or any settlement thereof, provided that: (a) the Customer notifies the Company promptly of  each such claim or suit; (b) SignalSync is given sole control of the defence and/or settlement; and (c) the Customer fully co-operates and provides all reasonable assistance to SignalSync in the defence or settlement.
2. In case of a claim by the Customer in relation to a loss incurred as a result of the breach, by SignalSync, of the Agreement, the Customer must: (i) upon becoming aware of an actual or potential indemnity event, notify in writing SignalSync; (ii) provide SignalSync all such assistance as may be reasonably requested by SignalSync in relation to an indemnity event; (iii) allow SignalSync the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to any indemnity event; and (iv) not admit liability to any third party in connection with an indemnity event or settle any disputes or proceedings involving a third party and relating to such event without the prior written consent of the Provider.
3. If all or any part of the Services becomes, or in the opinion of SignalSync may become, the subject of a claim or suit of infringement, SignalSync at its own expense and sole discretion may: (i) procure for the Customer the right to continue to use the Services or the affected part thereof; or (ii) replace the Services or affected part with other suitable non-infringing service(s); or (iii) modify the Services or affected part to make the same non-infringing.
4. SignalSync shall have no obligations under this clause 9 to the extent that a claim is based on: (i) the combination, operation or use of the Services with other services or software not provided by SignalSync, if such infringement would have been avoided in the absence of  such combination, operation or use; or (ii) use of the Services in any manner inconsistent with  the terms of this Agreement; or (iii) the negligence or wilful misconduct of the Customer.
5. The Customer shall defend, indemnify and hold SignalSync and its employees, sub contractors or agents harmless from and against any cost, losses, fines, liabilities and expenses, including reasonable legal costs arising from any claim relating to or resulting directly or indirectly from: (i) any claimed infringement or breach by the Customer of any Intellectual Property Rights with respect to the Customer’s use of the Services outside the  scope of this Agreement; (ii) any access to or use of the Services by users or a third party; and (iii) use by SignalSync of any Customer Data or Customer or user provided item; and (iv) breaches of data protection law or regulations or the terms of the DPA by the Customer; and (v) any breach of the terms of this Agreement by a user; and SignalSync shall be entitled to take reasonable measures to prevent the breach from continuing.
6. Subject to clauses 9.1 to 9.5 inclusive, each party (‘the first party’) indemnifies and undertakes to keep indemnified the other party, its officers, servants and agents (‘the second party’) against any costs or expenses (including the cost of any settlement) arising out of any claim, action, proceeding or demand that may be brought, made or prosecuted against the second party under clause 9 of this Agreement. Such indemnity extends to and includes all costs, damages and expenses (including legal fees and expenses) reasonably incurred by the second party in defending any such action, proceeding claim or demands.

10. Term and Termination 

1. This Agreement will begin on the Effective Date and continue for the Initial Term. Upon expiry of the Initial Term the Agreement shall automatically renew for further Renewal Terms until a party terminates in accordance with its rights set out below in this clause 10.
2. The Customer may terminate this Agreement at any time for convenience by giving 30 days notice prior to the expiry of the Initial Term or any Renewal Term. Termination shall be effective on the start date of the next applicable Renewal Term.

1. Either party shall be entitled to terminate this Agreement on written notice to the other party if  the other party: (i) goes into voluntary or involuntary liquidation (otherwise than for the purpose of a solvent reconstruction or amalgamation) or has a receiver or administrator or similar person appointed or is unable to pay its debts within the meaning of applicable insolvency legislation or ceases or threatens to cease to carry on business or if any event occurs which is analogous  to any of the foregoing in another jurisdiction; or (ii) commits a material breach of any term of this Agreement which, if capable of remedy, is not remedied within five (5) Business Days of receipt of a written notice specifying the breach and requiring it to be remedied; (iii) is  prevented by Force Majeure from fulfilling its obligations for more than twenty eight (28) days.
2. As an exception, SignalSync reserves the right to automatically terminate the Agreement without prior notice or compensation in the event that  the Customer (i) has used or permitted the use of the Services otherwise than in accordance with this Agreement infringing the security of the Services; (ii) harms the brand image of SignalSync or its Services or (iii) SignalSync is prohibited, under the laws of Romania or otherwise, from providing the Services.
3. Upon termination of this Agreement: (i) SignalSync shall immediately cease providing the Services to the Customer and all licences granted hereunder shall terminate; (ii) the Customer shall promptly pay SignalSync all unpaid Fees (and penalties, as the case may be) for the remainder of the Term. No Fees already paid shall be refunded if the Agreement is terminated prior to the end of the Term; (iii)  at the option of the Customer, following receipt of a request from the Customer delete (in accordance with the terms of the DPA) or return all Customer Data stored in the SignalSync’s database in a machine readable format, free of charge, provided that such request is made within 30 days of termination. If the Customer requires any Customer Data to be returned in a different format SignalSync reserves the right to charge for this additional service on time and materials basis. Moreover, except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination or expiry of the Term, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.
4. Termination of this Agreement for whatever reason shall not affect the accrued rights of the parties. All clauses which by their nature should continue after termination shall, for the avoidance of doubt, survive the expiration or termination of this Agreement and shall remain in force and effect.

11. Confidential Information 

1. Each party may use the Confidential Information of the disclosing party only for the purposes of this Agreement and shall keep it confidential except for to the extent (if any) the recipient of such information, by law, is required to disclose such information.
2. Either party may disclose the Confidential Information to its employees and agents on a need to know basis for the purposes of this Agreement, After the employee or the agent executes a confidentiality undertaking in a form approved by the other party.
3. Both parties agree to return all documents and other materials containing Confidential Information immediately upon completion of the Services.
4. The obligations of confidentiality under this Agreement do not extend to information that: (i) was rightfully in the possession of the receiving party before the negotiations leading to this Agreement; (ii) is, or after the day this Agreement is signed, becomes public knowledge (other than as a result of a breach of this Agreement) through no fault of the receiving party; (iii) becomes known to the receiving party, free of any confidentiality obligations, from a source other than discloser; or or (iv) is required by law to be  disclosed.

12. Data Protection 

1. Each party undertakes to comply with its obligations under relevant applicable data protection  laws, principles and agreements.
2. To the extent that personal data is processed when the Customer or its users use the Services, the parties acknowledge that SignalSync is a data processor and the Customer is a data controller and the parties shall comply with their respective obligations under applicable data protection law and the terms of the DPA.
3. If a third party alleges infringement of its data protection rights, SignalSync shall be entitled to take measures necessary to prevent the infringement of a third party’s rights from continuing.
4. Where SignalSync collects and processes personal data of the Customer, as a data controller, when providing the Services to the Customer, for example when the Customer provides an email address upon registration or when ordering Services, such collection and processing shall be in accordance with the Privacy Policy.

13. Force Majeure 

1. If a party is wholly or partially prevented by Force Majeure from complying with its obligations under this Agreement, then that party’s obligation to perform in accordance with this Agreement will be suspended.
2. As soon as practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations under this Agreement. Also, the party whose performance of obligations under the Agreement is affected by a Force Majeure event must take reasonable steps to mitigate the effects of the Force Majeure event.
3. If the Force Majeure event lasts for more than 28 days, the non-defaulting party may terminate this Agreement with immediate effect without penalty.

14. Miscellaneous  

1. Should a provision of this Agreement be invalid or become invalid, then the legal effect of the  other provisions shall remain unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid  provision. The same shall apply to any omissions.
2. This Agreement constitutes the whole agreement and understanding between the parties and supersedes all prior agreements, representations, negotiations and discussions between the parties relating to the subject matter thereof.
3. No party may assign or transfer its rights under this Agreement without the prior written consent of the other party, such consent shall not be unreasonably withheld or delayed, however SignalSync shall be entitled to assign the Agreement to any company in the Company’s group of companies; or (ii) any entity that purchases the shares or assets of the Company as the result of a merger, takeover or similar event, who is not a competitor of the Customer.
4. SignalSync may subcontract any of its obligations under the Agreement provided that it shall remain responsible to the Customer for the performance of any subcontracted obligations.
5. SignalSync and the Customer are independent contractors and nothing in this Agreement will be construed as creating an employer-employee relationship.
6. Amendments to, or notices to be sent under this Agreement, shall be in writing and shall be deemed to have been duly given if: (i) sent by registered mail to a party at the address given for that party in this Agreement; or (ii) to the email address of each party usually used to correspond within the Services for invoicing. Notwithstanding the aforesaid, SignalSync may change or modify the terms of this Agreement upon giving the Customer 30 days notice via email. All changes shall be deemed to have been accepted by the Customer unless the latter terminates the Agreement prior to the expiry of the 30 day period.
7. Neither party shall make any public statement, press release or other announcement relating to the terms or existence of this Agreement, or the business relationship of the parties, without  the prior written consent of the other party. Notwithstanding the aforesaid SignalSync may use the Customer’s name and trademarks (logo only) to list the Customer as a client of SignalSync on its website and in other marketing materials and information.
8. This Agreement shall be governed by the laws of Romania. The courts of Romania shall have exclusive jurisdiction for the settlement of all disputes arising under this Agreement.