1. DEFINITIONS

If unless further specifically defined hereinafter, the terms referenced within the Agreement shall have the meaning as defined by the PROCESIO Terms & Conditions from www.procesio.com.

2. SERVICES 

The Provider hereby grants the Subscriber, more exactly to all authorized users of the Subscriber, a non-exclusive, non-sublicensable, non-assignable, worldwide PROCESIO software license to access and use the Services, in accordance with the terms of this Agreement and the Provider’s online Terms & Conditions and Policies. 

3. TERM AND TERMINATION 

The term of this Agreement shall begin on the Effective Date (automatically assigned at the PROCESIO account creation) and shall end [END DATE](automatically assigned at the PROCESIO account creation)  and shall be automatically renewed as expressed herein below.

By purchasing this license, the Subscriber agreed to enroll in PROVIDER’s automatic renewal service. This keeps PROCESIO Software features up and running, automatically charging then-current renewal fees to your payment method on file, with no further action on SUBSCRIBER’s part. 

By purchasing a Lifetime Subscription, from PROCESIO or a Partner, the Subscriber agreed to enroll in PROVIDER’s perpetual service. This keeps PROCESIO Software features up and running, for the greed terms at the account creation of the Lifetime Subscription, with no further action on SUBSCRIBER’s part. 

Cancellation of automatic renewal: Annual subscriptions purchased will renew automatically at the end of the term. The PROVIDER shall issue the payment information for the next period and shall communicate it to the SUBSCRIBER in the terms and conditions provided for notification hereinafter. Notifications of upcoming renewal are sent to the account administrator’s email address 30 days before renewal. 

4. PAYMENT TERM 

Services are sold as a Software-as-a-Service (SaaS) and requires the Subscriber to have a valid, advance paid membership subscription; the payment term elapses 5 (five) days after the start of the contractual period (both for monthly subscription as for the yearly subscription).

For amounts due and unpaid before the due date, the Provider has the right to delay interest of 0.1% per day applicable to the due and unpaid amount.

The Subscription details and costs will be mentioned in the annexes attached to this contract. Also, the details and costs of implementation projects will be mentioned in the annexes attached to this contract. The number of the contract will be mentioned in each annex and should be signed by both PROVIDER and SUBSCRIBER.

For Lifetime Subscriptions and other Perpetual Licenses, the payment therms will be defined individually trough partner third party platforms or contextual with PROCESIO.

5. SUBSCRIBER’S RESPONSIBILITIES 

• Subscriber shall provide commercially reasonable information and assistance to the PROVIDER to enable the PROVIDER to deliver the SaaS Services. Subscriber acknowledges that PROVIDER ‘s ability to deliver the SaaS Services in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance. 

• Subscriber shall comply with all applicable local, state, national and foreign laws in connection with its use of the SaaS Services, including but not limited to those laws related to data privacy, international communications, and the transmission of technical or personal data. Subscriber acknowledges that PROVIDER exercises no control over the content of the information transmitted/used by Subscriber through the SaaS Services. 

• Subscriber shall not upload, post, reproduce or distribute any information, Software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights. 

• Subscriber shall be solely responsible for the acts and omissions of its Administrator Users. [PROVIDER] shall not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users. 

• Subject to the terms and conditions of this Agreement, Subscriber shall grant to [PROVIDER] a limited, non-exclusive, and non-transferable license, to copy, store, configure, perform, display and transmit Subscriber Content solely as necessary to provide the SaaS Services to Subscriber.

• Subscriber shall: 
  

1. 1. Notify [PROVIDER] immediately of any unauthorized use of any password or user ID or any other known or suspected breach of security, 
   2. Report to [PROVIDER] immediately and use reasonable efforts to stop any unauthorized use of the SaaS Services that is known or suspected by Subscriber, and 
   3. Not provide false identity information to gain access to or use the SaaS Services.
   4. Subscriber is solely responsible for collecting, in putting and updating all Subscriber Content stored on the Host, and for ensuring that the Subscriber Content does not:

• • • Include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, or
    • Contain anything that is obscene, defamatory, harassing, offensive, malicious or violates regulations and/or laws in force. 

• • • The Subscriber is responsible for creating an account in the PROCESIO platform after signing the contract, but no later than 3 days from this date, by accessing the following link https://procesio.app/create-account. Following this action, the Subscriber will communicate to the Provider the email address with which the respective account was created.

LIMITATIONS OF THE LICENSE 

1. The Services shall be used in accordance with the quantitative limitations settled by the selected Subscription Plan or, as per the case, PROCESIO Sales Quote. 
2. PROCESIO Processing Time means the time consumed by actions and processes from PROCESIO technology while processing data. When the monthly Processing Time is consumed past 80% the Subscriber will be notified so that s/he can take the decision to request the increase of the monthly resources or not. If all Processing Time is consumed, for some licenses type, there will be available an “over-consumption” buffer available of 30% of the monthly Processing Time – so that the process execution to not be stopped. If the 30% buffer over consumption is reached, then the process execution will be stopped until the next month begins, and the Processing Time resets. Any Over Consumption will be invoiced, when the calendaristic month ends, with the Euro/h Processing Time unit defined for the Subscriber’s contract. The “over-consumption” buffer might not be available for some Lifetime or Perpetual Subscriptions.
   1. In some cases like “special offers” or “Lifetime Deals (LTD)” the “over-consumption” will not be available.

UNAUTHORIZED USES: 

Subscriber shall not use, and shall not permit anyone to use the Services otherwise than within the limits of the rights expressly granted under this Agreement; thus, any unauthorized use, such as, but not limited to those enumerated herein below shall be considered as a material breach of this Agreement and shall grant the Provider the right to demand damages and/or terminate the Agreement: 

1. Copy, republish, or redistribute any content or material of the Services or Software; 
2. Make the Services available to any person other than authorized users; 
3. Remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Software used to provide the Services or in the related documentation; 
4. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software used to provide the Services, except and only to the extent such activity is expressly permitted by applicable law; 
5. Access the Services or use the Documentation in order to build a similar product or competitive product;
6. Use the Services in any way that causes, or may cause, damage to the Services or Platform or impairment of the availability or accessibility of the Services;
7. Conduct or request that any other person conduct any load testing or penetration testing on the platform or Services without the prior written consent of the Provider;
8. Use the Services in any way that is unlawful, illegal, fraudulent, or harmful or for other purposes than for those customarily prescribed by the Provider;
9. Transfer the credentials of the PROCESIO own account to third parties.

OWNERSHIP AND INTELLECTUAL PROPERTY 

1. [PROVIDER] owns and retains all ownership and intellectual property rights to the services, Software programs, and anything developed and delivered under the Agreement. 
2. [PROVIDER] shall own and retain all rights, titles, and interest in and to the Software, services, Documentation, and other deliverables provided under this Agreement, including all modifications, improvements, upgrades, derivative works, and feedback related thereto and intellectual property rights therein. Subscriber agrees to assign all rights, title, and interests it may have in the foregoing to [PROVIDER), free of charge, having granted the possibility to benefit of such by continuing using the Services in the terms and conditions of this Agreement. 
3. [SUBSCRIBER] shall own and retain all rights, titles, and interests in and to their unique processes configuration and custom code created in their PROCESIO technology account.

MAINTENANCE SERVICES 

1. During the Term of this Agreement, the Provider shall provide the Maintenance Services to the Subscriber. 
2. Whenever possible, the Provider shall give to the Subscriber at least 2 (two) business days prior written notice of scheduled maintenance Services that are likely to have a negative impact upon the Services. 
3. The Provider shall give to the Subscriber at least 2 (two) business days prior written notice of the application of an upgrade to the platform. 
4. The Provider shall give to the Subscriber written notice of any security update to the platform and at least 2 (two) business days prior written notice of the application of any non-security update to the platform.
5. During the Term of this Agreement, the Provider shall provide the Service Level Agreement Support to the Subscriber as described below:

INDEMNIFICATION

1. PROVIDER shall indemnify Subscriber, within the limit of the value of the PROCESIO licenses paid under this contract, against losses and expenses arising out of any grounded, final and enforceable proceeding brought by a third party and arising out of a claim that the Services (if used by the Subscriber in accordance with this Agreement) infringe the third party’s Intellectual Property rights. 
2. Before bringing a claim for indemnification, Subscriber shall notify PROVIDER as soon as possible and with reasonable time in advance (preferably 30 days in advance and however not shorter than 10 days before the elapse of any legal or conventionally settled term for PROVIDER to prepare a complete defense of any request, claim, notification etc. seeking or which could lead to an indemnifiable proceeding any further on shall deliver to [PROVIDER] all correspondence, notifications legal pleadings and other documents necessary to defend against the indemnifiable proceeding. 
3. If the Subscriber fails to notify [PROVIDER] as per art.11.letter b) of the indemnifiable proceeding and/or fails to provide the due support for such purpose, [PROVIDER] will be fully relieved of its indemnification obligations. 
4. Subscribers’ right to indemnification is the exclusive remedy available with respect to a grounded, final, and enforceable court decision of indemnification. 

• During the term of this SaaS Agreement and for 3 (three) years thereafter (perpetually in the case of Software), each party shall treat as confidential all Confidential Information of the other party, shall not use such Confidential Information except to exercise its rights, and perform its obligations under this SaaS Agreement, and shall not disclose such Confidential Information to any third party. Without limiting the foregoing, each party shall use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other party. Each party shall promptly notify the other party of any actual or suspected misuse or unauthorized disclosure of the other party’s Confidential Information. Neither party shall reverse engineer, disassemble or decompile any prototypes, Software, or other tangible objects which embody the other party’s Confidential Information and which are provided to the party hereunder. Each party may disclose Confidential Information of the other party on a need-to-know basis to its contractors who are subject to prior signed confidentiality agreements requiring them to maintain such information in confidence and use it only to facilitate the performance of their services on behalf of the receiving party. 

• Confidential Information excludes information that: 

1. 1. is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving party, 
   2. is known to the receiving party, without restriction, at the time of disclosure or becomes known to the receiving party, without restriction, from a source other than the disclosing party not bound by confidentiality obligations to the disclosing party, or 
   3. is independently developed by the receiving party without the use of the Confidential Information as demonstrated by the written records of the receiving party. The receiving party may disclose Confidential Information of the other party to the extent such disclosure is required by law or order of a court or other governmental authority provided that the receiving party shall use reasonable efforts to promptly notify the other party prior to such disclosure to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Each party may disclose the existence of this SaaS Agreement and the relationship of the parties but agrees that the specific terms of this SaaS Agreement will be treated as Confidential Information; provided, however, that each party may disclose the terms of this SaaS Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers, and investors.

WARRANTY

For the Pre access/Early access, Alpha and Beta versions of PROCESIO Software as for the Free Trial Period and for Basic Accounts the use of the Services or related user documentation is provided on an “AS IS” regime, without warranty merchantability or fitness for a particular purpose, or warranty of any other kind referring to the functioning or sustainability of the Services.

PROVIDER does not guarantee that the Services will be performed error-free or uninterrupted, or that PROVIDER will correct all Services errors. Subscriber acknowledges that PROVIDER does not control the use and transfer of data over communications facilities, including the Internet, and that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. This section sets forth the sole and exclusive warranty given by [PROVIDER] (EXPRESS OR IMPLIED) with respect to the subject matter of this Agreement. Neither [PROVIDER] nor any of its licensors or other suppliers warrant or guarantee that the operation of the subscription service will be uninterrupted, or error-free.

Starting as of the General Availability status of PROCESIO, for Business/Enterprise accounts, the [PROVIDER] represents and warrants that it will provide the Services in a professional manner consistent with general industry standards and that the Services will perform substantially in accordance with the SLA to be concluded among the parties for such purposes, specified in the Annexes of this Agreement.

For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:

• Force Majeure and Fortuitous Case Event;

• a fault or failure of the internet or any public telecommunications network or related infrastructure;

• a fault or failure of the Subscriber’s computer systems or networks or related infrastructure;

• scheduled maintenance carried out in accordance with this Agreement;

• suspension or termination of Subscriber account due to breach of payment or breach of other material obligation.

LIMITATION ON LIABILITIES 

• Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this Agreement. 

• Neither party’s liability under this Agreement will not exceed the fees paid by under this Agreement during the 12 months preceding the date upon which the related claim arose. 

SUSPENSION & TERMINATION 

• The Provider may suspend the provision of the Services if any amount due to be paid by the Subscriber to the Provider under this Agreement is overdue, by sending the Subscriber at 5 (five) days prior notice, without other formalities.

• Subscriber may terminate this agreement for any reason on 30 days’ notice to PROVIDER.

• Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, without other formalities and Court intervention, if:

1. the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and 
2. the failure, inaccuracy, or breach continues for a period of 10 days after the injured party delivers notice to the breaching party reasonably detailing the breach. 

• Also, [PROVIDER] may terminate this Agreement without other formalities and Court intervention with immediate effect by delivering notice of the termination to Subscriber if Subscriber fails to pay the Subscription Fee. 

• Subscriber shall immediately pay to [PROVIDER] all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination. 

• Subscriber shall cease all use of the Service upon the effective date of the termination. 

• Subscriber will have 2 (two) days from the date of termination to retrieve any of the data that Subscriber wishes to keep. 

• This SaaS Agreement is a fixed term, binding contract and none of the parties has the right to unilaterally terminate it. However, individual persons have the right according to law to withdraw from the Agreement without penalties and without invoking any reason within 14 calendar days as of the conclusion of the Agreement, and in such case, the Subscriber-individual persons shall have the right to full reimbursement of the paid amounts within 14 days as of the receipt by the Provider of the withdrawal request. 

NOTIFICATIONS:

Notices and Language. If not otherwise expressly provided within the Agreement, all notices required or permitted hereunder shall be in writing and shall be deemed effectively given if sent in English language or Romanian language (if all parties as Romanian residents): (i) when sent by confirmed e-mail to the e-mail address provided on the signature page hereto if sent during normal business hours of the recipient, if not, then on the next business day, (ii) by registered or certified mail, return receipt requested, postage prepaid. 

ENTIRE AGREEMENT 

The Parties hereto agree that the Agreement shall not become effective until accepted by both parties and when accepted, shall supersede and replace all previous Agreements, whether oral or written, between the parties. 

GOVERNING LAWS 

This Agreement shall be interpreted and enforced in accordance with the laws of the State of Romania the courts of which state shall have exclusive jurisdiction over the parties with respect to any dispute arising hereunder. 

IN WITNESS WHEREOF, the parties have executed this Agreement, and have also expressly accepted articles 3, 4, 5, 6, 7, 8, 9, 10, 13, 14, 15, 17 herein, in two originals, one for each party as of the date first above written. 

This Agreement will be provided at the creation of a PROCESIO technology account and by advancing to the finalization of the account, the Subscriber agrees with what everything above mentioned.