Terms and Conditions

These Terms and Conditions ("Terms") are entered into by and between Kariz B.V., a company registered in the Netherlands with its principal offices located at Da Costakade 52, 1053 WN Amsterdam, Netherlands (the "Company," "we," "Kariz," or "our"), and you, hereinafter referred to as "Customer," "you," or "your."

Definitions

"APIs"

means any (i) application programming interface information or instructions, (ii) software development kits, or (iii) other software code snippets provided by the Company to the Customer from time to time.

"Authorized Users"

means employees of Customer for whom Customer has paid all applicable fees to permit them to access and/or use the Company Platform.

"Company Platform"

means the Company's web-based software platform which enables applications to easily power their integration practices, including any updates or enhancements provided by the Company from time to time, and any associated products or services offered by the Company.

"Confidential Information"

means any information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or proprietary, or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.

"Effective Date"

means the date the Customer signs an Order Form or other binding agreement to use the Company Platform.

"End User"

means an entity that accepts and agrees to these Terms either by clicking a button indicating its acceptance or by using the Company Platform to enable an integration.

"Initial Subscription Term"

means the term length specified in Section 2.1 or as defined in the applicable Order Form.

"Order Form"

means an ordering document or online order executed by both parties specifying the details of access to the Company Platform to be provided.

"Professional Services"

means any consulting services provided to Customer pursuant to a Statement of Work, including configuration services or onsite support.

"Statement of Work" ("SOW")

means a document executed by both parties specifying the details of professional services to be provided.

Recitals

WHEREAS, Company is engaged in the business of designing and developing an integration platform for e-commerce applications and related products, and has created and developed a cloud-based software platform. Further details on the Company Platform can be found on Company's website at https://runkariz.com.

WHEREAS, these Terms are sometimes referred to as the "Agreement."

WHEREAS, Company has developed an API-first software product called Kariz Unified API designed to standardize API schemas, authentication, and implementation.

WHEREAS, Company and Customer desire to enter into an Agreement whereby Customer would use the Company Platform pursuant to the terms and conditions provided herein.

WHEREAS, the Parties acknowledge that each Order Form, Statement of Work, and any addenda or amendments are subject to and governed by these Terms.

1. License, Access, and General Use

1.1 License Overview

Company grants Customer a non-assignable, non-exclusive, non-sublicensable, non-transferable right and license to use the Company Platform during the term of this Agreement, solely for Customer's internal business operations and in accordance with any Scope Limitations.

1.2 Statements of Work

Each Statement of Work is subject to and governed by this Agreement. In case of conflict, this Agreement prevails unless the SOW explicitly states otherwise.

1.3 Ownership

Company retains all rights, title, and interest in and to the Company Platform and related intellectual property. Unless otherwise provided in a Statement of Work and subject to payment of all applicable fees, Company grants Customer a limited license to use any materials provided during Professional Services, solely in connection with the permitted use of the Company Platform and APIs.

1.4 License to Marks

Customer grants Company a non-exclusive, royalty-free, worldwide right and license to use Customer's trademarks, logos, testimonials, case studies, or quotes on its marketing assets.

1.5 Warranties Regarding Marks

Customer represents that it owns the Marks and has the right to grant the licenses. Customer agrees to indemnify Company against any claims arising from Company's use of the Marks as permitted.

1.6 Restrictions

Customer shall not:

1. Allow competitors to access the Company Platform.
2. Alter or create derivative works of the Company Platform.
3. Sublicense or transfer the Company Platform.
4. Allow third parties to access the Company Platform, except as permitted.
5. Reverse engineer or attempt to derive source code.
6. Use the Company Platform for unlawful activities.
7. Remove proprietary notices.
8. Conduct benchmarking without consent.
9. Misuse APIs beyond this Agreement.
10. Encourage any third party to do any of the above.

Customer must comply with all applicable laws and regulations.

2. Term

2.1 Overview

This Agreement begins on the Effective Date and continues for twelve (12) months. It automatically renews for successive terms equal to the Initial Subscription Term unless either party provides written notice of non-renewal at least ninety (90) days before the current term expires.

2.2 Inflation Adjustments

Upon renewal, fees may be adjusted based on the Consumer Price Index in the Netherlands.

2.3 Termination upon Insolvency

Company may terminate immediately if Customer becomes insolvent or bankrupt.

2.4 Breach of Agreement

Company may terminate or suspend access if Customer fails to pay fees or breaches the Agreement. Overdue payments may incur additional charges.

2.5 Survival of Terms

Provisions that should reasonably survive termination will remain in effect.

3. Compensation and Payment

3.1 Fees

Customer agrees to pay fees as outlined in the Order Form. All payments are non-refundable and due upon receipt.

3.2 Delinquency Charges

Overdue payments may incur interest and additional fees, including debt recovery costs.

3.3 Professional Services

Services beyond the scope of any SOW will be charged at €350.00 per hour or as mutually agreed.

3.4 Taxes

Fees are exclusive of taxes. Customer is responsible for all applicable taxes except those based on Company's income.

3.5 Automatic Payments

Customer authorizes Company to charge fees automatically. Credit card payments may incur a surcharge.

3.6 A La Carte Fees

Excess usage beyond agreed limits will incur additional fees.

3.7 Pricing Changes

Company may modify pricing at its discretion. Fees in an active Order Form remain fixed during its term.

4. Intellectual Property, Confidentiality, and Data Compliance

4.1 Confidentiality and Ownership

Customer acknowledges that the Company Platform is proprietary and confidential. Customer agrees not to disclose or use Confidential Information except as permitted.

4.2 Data Collection

Company may collect data as described in its Privacy Policy. Customer agrees to the terms therein.

4.3 Personal Data

Customer will not transmit sensitive personal data through the Company Platform.

4.4 Third-Party Integrations

Use of Third-Party Apps is governed by their respective terms. Company is not liable for Third-Party Apps.

4.5 Compliance with Data Privacy

Customer is responsible for obtaining necessary consents from Authorized Users and End Users.

4.6 Use of Confidential Information

Confidential Information is to be used solely for advancing this Agreement. Disclosure is limited to Representatives who need to know and are bound by confidentiality obligations.

4.7 Exceptions

Disclosure of Confidential Information is permitted if required by law, with prior notice to Company where legally permissible.

4.8 Return of Confidential Information

Upon termination, Customer must return or destroy all Confidential Information as requested by Company.

5. Warranties and Disclaimers

5.1 Company Warranty

The Company Platform is provided "as is" without warranties of any kind.

5.2 Limitation of Liability

Company's liability is limited to €1,000. Company is not liable for indirect, incidental, or consequential damages.

5.3 Reliability Warranty

Company does not warrant uninterrupted or error-free operation of the Company Platform.

5.4 Organization and Authority

Customer warrants it is duly organized and authorized to enter into this Agreement.

5.5 Compliance with Laws

Customer agrees to comply with all applicable laws, including export and import regulations.

5.6 Other Warranties

Each party warrants the validity and enforceability of this Agreement.

5.7 Claims

Customer's sole remedy for any claim is termination of the Agreement, subject to conditions.

5.8 Voluntary Acceptance

Customer confirms it has read and understands the Agreement and has had the opportunity to consult legal counsel.

6. Setup and Go-Live

6.1 Setup and Training

Company will set up the Company Platform per the Order Form. Initial support is limited unless a support plan is purchased.

6.2 Time is of the Essence

Customer must respond promptly to Company communications to maintain timelines.

7. Indemnity

7.1 General Indemnification

Customer shall indemnify Company against all claims arising from Customer's use of the Company Platform or breach of the Agreement.

7.2 IP Indemnification

Customer waives claims and indemnifies Company regarding unauthorized modifications or use of the Company Platform.

7.3 Attorneys' Fees

Indemnification includes Company's legal costs and fees.

7.4 Customer's Compliance

Customer is responsible for its Authorized Users' compliance.

8. Notices

8.1 Procedure for Notices

Notices must be in writing and delivered personally, by courier, certified mail, or email.

8.2 Dispute Resolution

Any disputes shall be submitted to the competent courts in Amsterdam, Netherlands, unless otherwise agreed.

8.3 Governing Law

This Agreement is governed by the laws of the Netherlands.

9. Relationship of the Parties

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or agency relationship.

10. Successors and Assigns

This Agreement is binding upon and inures to the benefit of the parties and their respective successors and permitted assigns.

11. General Provisions

11.1 Waiver

Failure to enforce any provision is not a waiver of future enforcement.

11.2 Severability

If any provision is unenforceable, the remaining provisions remain in effect.

11.3 Assignability

Customer may not assign this Agreement without Company's prior written consent.

11.4 Remedies

Company may seek injunctive relief for breaches of confidentiality or intellectual property rights.

11.5 Export Compliance

Customer must comply with all export laws and regulations.

11.6 Amendments

Company may amend these Terms by posting updated terms on its website. Continued use constitutes acceptance.

11.7 Restrictions

Company may withdraw or amend the Company Platform at its discretion.

11.8 Links to External Sites

Company is not responsible for third-party websites or services linked from the Company Platform.

11.9 Error Reporting

Customer may provide feedback, which Company may use without obligation.

11.10 Third-Party Tools

Company may use third-party services as part of its operations.

11.11 Data Protection

Both parties will comply with applicable data protection laws, including the GDPR.

11.12 Non-Disparagement

Customer agrees not to disparage Company.

11.13 Suggestions

Company may use any suggestions provided by Customer without obligation.

11.14 Subcontractors

Customer ensures subcontractors comply with this Agreement.

12. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.

Contact Information