This Sera Leads SaaS Agreement (“Agreement”) sets out the terms and conditions under which Customers and Users may use Sera’s sales research software which is made available by Sera as a service (“Platform”), and related services offered by Sera (altogether the “Services” as defined below).

By subscribing to any paid plan or to a limited free trial (availability and duration of trial subject to the discretion of Sera) or otherwise using the Platform, you agree to become as a Customer a party to and accept this Agreement and the terms and conditions herein.

Each User of a Customer shall be liable for using the Platform in accordance with this Agreement and shall abide by the obligations and restrictions applicable to the Customer hereunder. 

1. Definitions
‍Capitalised terms in the Agreement shall have the following meaning:

1.1. Administrative User – a User with access to administrative features of the Platform (e.g. add and remove Users, manage Users’ access levels etc.)

1.2.  Affiliate – any person, firm or corporation which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control of or with Sera or the Customer accordingly, whereas control shall be defined as having the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of the relevant person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto.

1.3. Agreement – this Sera Leads SaaS Agreement.

1.4. Sera – Sera Leads OÜ, an Estonian limited liability company, commercial register code 16976269, registered address Kentmanni tn 6-6, 10116 Tallinn, Estonia.

1.5. Confidential Information – any information disclosed by a Party to the other Party, directly or indirectly, which, (i) if in written, graphic, machine-readable or other tangible form, is marked as “confidential” or “proprietary,” (ii) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the receiving Party to be “confidential” or “proprietary” within 30 days of such disclosure, (iii) is specifically deemed to be confidential by the terms of this Agreement, or (iv) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself.

1.6. Customer – a person who has entered into an Agreement with Sera concerning the use of the Platform.

1.7. Customer Content – all data and materials provided by the Customer to Sera through the Platform for use in connection with the Services. Customer Content is regarded as Confidential Information proprietary to the Customer.

1.8. Documentation – any documentation provided or made available by Sera to the Customer or Users regarding the use or operation of the Services, including the Services’ technical specifications, user manual, training materials, etc.

1.9. Force Majeure – as defined in Section 11 of the Agreement.

1.10. Intellectual Property Rights or IPR – mean all intellectual and industrial property rights and similar rights of whatever nature anywhere in the world whether currently existing or coming into existence at some future time and all rights pertaining thereto, whether recorded or registered in any manner or otherwise, including (but not limited to) any copyrights and related rights, industrial design rights and other design rights, registered designs, moral rights, patents, utility models, inventions (whether or not patentable), trademarks, service marks, database and software rights, rights to layout-designs of integrated circuits, trade secrets, know-how, confidential information, business names, trade names, trade dress, brand names, domain names and all other legal rights anywhere in the world protecting such intangible property including, where applicable, all renewals, extensions and applications for registration, the right to apply for registration and the right to sue for damages for past and then-current infringement in respect of any of the same.

1.11. Order Form – a form for ordering Professional Services to be signed between the Parties. A template Order Form is provided as Schedule 1 hereto.

1.12. Professional Services – means all technical and non-technical services performed or delivered by Sera under a separately signed Order Form. Professional Services may include implementing requests of additional functionality in the Platform, whereas all IPR related thereto shall be owned or retained by Sera. Professional Services will be provided on a time and material basis at such times or during such periods as agreed in the Order Form.

1.13. Parties – Sera and the Customer jointly.

1.14. Party – Each of Sera and the Customer individually.

1.15. Schedule – any written document attached to the Agreement, including Documentation.

1.16. Services – any services provided to the Customer under the Agreement, including Platform Services, Customer Support Services and Professional Services.

1.17. Platform – means Sera’s proprietary sales research software hosted by Sera’s cloud services provider to which the Customer and authorised Users are provided over the internet access as part of the Platform Services, including any modifications, updates or new versions thereto (as introduced in full discretion of Sera). The Platform enables the Customer to identify potential sales leads and receive sales-related data insights, whereas Sera may from time-to-time introduce or remove certain additional features to the Platform, including such exclusive to certain subscription plans only (as published on Sera’s website and as may be amended by Sera from time to time).

1.18. Platform Services – The provision of over the internet access to the Platform by Sera to the Customer and authorised Users, subject to the terms of the relevant subscription plan or free trial, if available.

1.19. Subscription Fee – the monthly or annual automatically recurring fee payable by the Customer to Sera during the Subscription Term for provision of the Platform Services and Customer Support Services. Additional fees may apply as set out in the subscription plans, e.g. for additional Users, additional features or for the purchase of time-limited credits for use of any paid Platform features. Subscription plans and pricing details are available on Sera’s website and are subject to amendments from time to time.

1.20. Subscription Term – the period during which the Customer is subscribed to the Platform Services and during which Sera renders Platform Services and Customer Support Services to the Customer, strictly subject to payment of the Subscription Fee. The Subscription Term automatically renews for recurring unlimited monthly or annual periods, each beginning on the same calendar day as the initiation of the Subscription Term until terminated in accordance with the Agreement.

1.21. Customer Support Services – standard customer support services rendered by Sera covering support requests during standard working hours and routine tasks such as troubleshooting, guidance on using the platform, and resolving issues related to the functionality of the Services.

1.22. System Availability – the number of minutes in each calendar month in which the key components of the Platform Services are operational as a percentage of the total number of minutes in such calendar month, excluding downtime resulting from (i) scheduled maintenance, (ii) events of Force Majeure in the Agreement, (iii) malicious attacks on any core element of the Platform Services, (iv) issues associated with the Customer’s computing devices, local area networks or internet service provider connections, or (v) inability to deliver Platform Services because of acts or omissions of Customer or any User (listed circumstances together regarded as “permitted downtime”).

1.23. User – an individual duly authorised to access the Platform on behalf of the Customer, including each Administrative User. Each individual designated to have access to the Platform is regarded as a separate User. The sharing of one access between multiple Users is strictly prohibited.

2. PLATFORM AND Platform Services

2.1. The Customer and its authorised Users have a non-exclusive, non-assignable, non-transferrable, non-sub-licensable, worldwide right to use the Platform Services, i.e. receive access and use the Platform over the internet strictly in accordance with the Agreement and the relevant subscription plan. Access to the Platform is subject to the Customer duly paying the Subscription Fee.

2.2. The number of maximum authorised Users per Customer is determined by the subscription plan selected by the Customer. Each User shall be required to use and is liable for using the Platform Services in accordance with the Agreement and the Documentation by following the obligations and restrictions applicable to the Customer. Further, the Customer warrants and procures that all its Users shall at all times act in accordance with the Agreement. All actions and omissions of a Customer’s Users shall also be regarded as the Customer’s actions and omissions for which the Customer is liable.

2.3. Nothing in this Agreement shall be construed as a transfer of title, ownership, or interest in any Intellectual Property Rights of Sera or any Affiliate of Sera or any other third party related to the provision of the Services. The aforementioned persons retain all title, ownership, and interest in any of their Intellectual Property Rights, including without limitation Intellectual Property Rights related to all services (including Platform Services), software programs (including the Platform together with any and all modifications, improvements, fixes, updates, upgrades whether at Sera’s own initiative or if requested in an Order Form by a Customer etc.), and anything developed and delivered by the aforementioned persons under this Agreement. Should any Intellectual Property Rights created by or on behalf of Sera in provision of the Services or otherwise fulfilling the Agreement or exercising any rights hereunder at any time vest in the Customer, it is regarded that the Customer has without the right for any compensation assigned to Sera the full title and ownership to such Intellectual Property Rights to the maximum extent possible under applicable law.

2.4. Third party technology and/or services (including technology and services of large language model services’ providers, integration aggregators, machine translation service providers and hosting services by cloud services’ providers) are used in provision of the Services.

2.5. Sera reserves the right to make unilateral modifications in the functionality and features of the Platform and the Platform Services. Unless such modifications or updates are required due to changes in legal acts or regulatory requirements, Sera shall aim not to make any modifications or updates to the Platform or the Platform Services that will materially reduce the core functionality of the Platform. Nevertheless, as Sera is continuously developing the Platform, the Customer agrees that the Platform may change from time to time, and that Sera gives no warranty, representation or other commitment in relation to the continuity of any functionality of the Platform.

2.6. The Customer acknowledges that the Services may utilise artificial intelligence or machine learning technologies, and that due to the nature of such technologies, any outputs generated by the Services may be inaccurate, incomplete, or otherwise contain errors. The Customer is solely responsible for reviewing and validating all outputs before relying on them, and Sera disclaims liability for any decisions made or actions taken based on such outputs.

3. Customer’s obligations

3.1. The Customer shall comply with all applicable legal acts in connection with its use of the Services. The Customer shall ensure it has all necessary permits and authorisation to carry out its business activities in using the Services. The Customer shall ensure it has a lawful basis for entering any data (including personal data concerning its customers and business) into the Platform.

3.2. The Customer shall not, and shall not permit anyone under its control to: (i) copy or republish the Services or Platform, (ii) make the Services or Platform available to any person other than authorised Users, (iii) modify or create derivative works based upon the Services or the Platform, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the Services or the Platform, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform, or (vii) access or use the Services or Platform in order to build a similar or competitive product. 

3.3. The Customer and its Users shall be responsible for maintaining the confidentiality and security of all login credentials, including usernames and passwords, associated with access to the Services. The Customer shall ensure that only authorised personnel have access to such credentials. The Customer shall: (i) notify Sera immediately of any unauthorised use of any password or user ID or any other known or suspected breach of security with regard to the Services or the Platform, (ii) report to Sera immediately and use reasonable efforts to stop any unauthorised use of the Services that is known or suspected by the Customer or any User, and (iii) not provide false identity information to gain access to or use the Services.

3.4. The Customer shall provide commercially reasonable information and assistance to Sera as may be requested by Sera from time to time to enable Sera to deliver the Service. 

4. Customer Content

4.1. The Customer acknowledges that Sera exercises no control over the content of the information entered into and transmitted by the Customer or Users through the Platform Services. The Customer is responsible for collecting, inputting and updating all Customer Content, and for ensuring that a legal basis exists for the aforementioned. The Customer confirms that it is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of any Customer Content and for ensuring that the Customer Content does not (i) include anything that actually or potentially infringes or misappropriates the copyright, trade secret, trademark or other intellectual property right of any third party, (ii) contain anything that is illegal, obscene, defamatory, harassing, offensive or malicious, and (iii) infringe any applicable legal acts concerning the processing and protection of personal data.

4.2. The Customer retains ownership and intellectual property rights in and to its Customer Content (insofar as such Customer Content is protected by ownership and intellectual property rights). The Customer:

4.2.1. grants to Sera a limited, royalty-free, non-exclusive, and non-transferable (other than in connection with transfer of the Agreement to a third party in accordance with the regulation herein) license valid during the period of provision of the Services and any applicable retention periods thereafter for the Customer to copy, store, configure, perform, display and transfer Customer Content as necessary for the due provision of Services and fulfilment of Agreement by Sera;

4.2.2. grants to Sera a royalty-free, non-exclusive, irrevocable, and non-transferable (other than in connection with transfer of the Agreement to a third party in accordance with the regulation herein) license valid for the whole period of validity of any relevant rights, whether IPR or otherwise, to in strictly internal business operations and in accordance with confidentiality obligations hereunder use anonymised Customer Content in order for Sera to improve and develop Sera’s Services.

4.3. The Customer represents and warrants to Sera that the Customer has (as relevant in each case) the necessary right, title, interest and/or consent, to grant Sera the licenses mentioned in Sections 4.2.1 and 4.2.2, and to permit Sera the use of Customer Content under the terms and conditions of the Agreement.

4.4. Sera represents and warrants that the Customer Data shall not be utilised to train Sera’s models.

5. Professional Services

5.1. Professional Services are provided as agreed in an Order Form signed by the Parties. Agreements on provision of Professional Services shall set out the scope, deliverables (including required functionalities and features, if applicable), timeline and fees payable for the Professional Services. Any order for Professional Services shall be notified by the Customer to Sera at least 5 business days in advance and shall only be rendered if the Parties agree on the terms of the Professional Services.

5.2. By reference to Section 2.3 of this Agreement, all title and ownership to Intellectual Property Rights associated with the deliverables under an Order Form (e.g. any additional functionality developed and added to the Platform) shall be retained and owned by Sera (regardless of payments for Professional Services made by the Customer to Sera), and there shall be no transfer of title nor ownership thereto.

6. CUSTOMER Support services

6.1. Standard Customer Support Services, included in each subscription plan, cover support requests during standard working hours and routine tasks such as troubleshooting, guidance on using the platform, and resolving issues related to the functionality of the Services. For any support outside these hours or for non-routine tasks, such as custom configurations or integrations (Professional Services), the Parties shall agree on the applicable terms and fees.

6.2. Sera’s standard Customer Support Services are available at the business hours outlined below in Section 6.4. All customer support requests shall be addressed to sergio@seraleads.com. A ticket (“Ticket”) shall be created by Sera for each Customer Support Services request.

6.3. The following information is required from the Customer when requesting Customer Support Services, whereas Sera may request additional information from the Customer in order to solve the issue.

6.3.1. Contacting person name, email address and phone number;
6.3.2. The URL(s) / systems affected;
6.3.3. Beginning time of the incident or time when it was noticed;
6.3.4. A detailed description of the incident;
6.3.5. The end user location(s) suffering from the incident;
6.3.6. The end user(s) suffering from the incident;
6.3.7. Extent of the incident as known by the contacting person;
6.3.8 Description of attempts made by the Customer/User to resolve the incident;
6.3.9. Screenshot of the incident.

7. Fees and Payments

7.1. The Customer shall pay for the Platform Services in accordance with the Agreement and the selected subscription plan. Access to the Platform is provided on the basis of prepaid Subscription Fees for each monthly or annual billing period of the Subscription Term. Certain features of the Platform may require the use of credits, available for purchase from the Company as outlined in the applicable subscription plan. Except as expressly otherwise provided, all fees, including the Subscription Fee prepayments and purchased credits are non-refundable, and purchased credits may be subject to time-limitations. All fees are stated exclusive of any taxes, duties and levies which shall be added as applicable. Payment methods are specified on Sera’s website. Sera may use third-party service providers in order to set up automatically recurring payments.

7.2. Sera may from time to time amend the Subscription Fees, taking effect from the next billing period.

7.3. All fees due by the Customer under the Agreement are invoiced by Sera. Fees are stated in euros and must be paid by the Customer in euros.

7.4. Automatic recurring payments shall be charged 5 Business Days prior to the commencement of the next billing period. In case the Customer does not opt for automatic recurring payments, Sera shall issue invoices with a payment term of at least 10 days, whereas invoices shall be due 5 Business Days prior to the commencement of the next billing period. For late payments, a delay penalty at a rate of 0.1% of the delayed sum per each day of delay shall apply until payment is made.

8. Term, Termination, and SUSPENSION

8.1. The Agreement enters into force when the Customer subscribes to a paid plan or free trial (if available) of the Platform Services, or otherwise accesses the Services. The Agreement automatically renews for unlimited successive monthly or annual Subscription Terms, as specified in the applicable subscription plan, unless terminated in accordance with the Agreement. Termination of the Agreement results in the simultaneous termination of the current Subscription Term and vice versa.

8.2. The Customer may terminate the Agreement at any time with notice to the Company. In such case, the Agreement shall continue in force throughout the then-current Subscription Term and shall terminate at the end of such Subscription Term.

8.3. Sera may terminate this Agreement with immediate effect upon written notice to the Customer or suspend access to the Services (until the breach is cured) if the Customer commits a material breach of the Agreement, as determined at the sole discretion of Sera, which may include but is not limited to: (i) the Customer’s failure to meet any payment obligations under the Agreement; (iii) the Customer or its Users violating any applicable laws or regulations, (iv) the Customer engaging in activities that compromise the security, integrity, or availability of the Platform or Sera’s systems, (v) the Customer breaching any applicable policy of Sera, e.g. the Acceptable Use Policy, (vi) the Customer failing to remedy any breach within 10 days of receiving written notice from Sera, or (vii) the Customer repeatedly breaching the Agreement. Sera may also terminate the Agreement if (a) there is a change in control of the Customer that, in Sera’s reasonable discretion, may adversely affect the relationship between the Parties, or (b) the Customer becomes or is in Sera’s reasonable opinion likely to become insolvent, files for bankruptcy, stops paying its debts or is subject to liquidation or dissolution proceedings.

8.4. In case Sera has committed a material breach of the Agreement, the Customer shall have the right to terminate the Agreement with respect to all Services (whereas with regard to service levels and System Availability the exclusive remedies are set out in Section 13 of the Agreement), provided that a cure period of at least 10 business days has been granted to Sera and unsuccessfully lapsed.

8.5. The suspension of access to the Services or termination of the Agreement due to circumstances attributable to the Customer does not constitute grounds for reclamation or compensation of any prepaid Subscription Fees which Sera is entitled to keep. Further, the Customer agrees that Sera shall not be liable to the Customer or to any third party for any liabilities, claims or expenses arising from or relating to suspension of the Services or termination of the Agreement resulting from circumstances attributable to the Customer.

8.6. Upon termination of the Agreement: (i) Sera shall immediately cease provision of the Services and all licenses and other usage rights granted under this Agreement shall terminate alongside with the Customer’s access to the Platform; (ii) Customer shall pay all payables (including Subscription Fees) for any Services rendered until termination of the Agreement; (iii) unless the Agreement is terminated due to material breach of the Agreement by Sera, the Subscription Fee payments for any remaining portion of the current Subscription Term shall become immediately due and payable (e.g. for agreements with an annual Subscription Term and a monthly Subscription Fee billing cycle); (iv) upon written request by the disclosing Party, the receiving Party of tangible Confidential Information shall immediately return or destroy such information and provide written certification of such destruction, provided that the receiving Party may retain one archival copy of such information in the event of a subsequent dispute between the Parties.

8.7. Section 3.2, Sections 8 through 12 and Sections 14 through 22 shall survive the expiration or termination of this Agreement.

9. Warranties

9.1. This Section sets forth the sole and exclusive warranty given by Sera (express or implied) with respect to the subject matter of this Agreement. The Services and the Platform are provided by Sera on an “as is” basis, without any representations, warranties, or conditions of any kind. Sera, along with its Affiliates, licensors, and suppliers, expressly disclaims any representations, warranties, or conditions, whether express, implied, statutory, or otherwise, concerning the Services and the Platform provided to the Customer and Users. This disclaimer specifically includes any implied representations, warranties, or conditions related to merchantability, quality, non-infringement, durability, title, and fitness for a particular purpose. Furthermore, the Customer and the Users acknowledge that Sera makes no representation or warranty, nor provides any conditions, that the Services or the Platform will be free of errors or operate without interruptions, or that all errors will be corrected. Sera nor any of its Affiliates, licensors or suppliers shall be liable for unauthorised alteration, theft or destruction of Customer’s or any User’s data, files, or programs, if caused by any acts or omissions of the Customer or User or otherwise due to circumstances outside of Sera’s control. 

10. Limitations of Liability 

10.1. Sera shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including, but not limited to, loss of business, profits, revenue, anticipated savings, goodwill, or data, arising out of or in connection with this Agreement or the use of the Services, even if Sera has been advised of the possibility of such damages. Sera shall also not be liable for any damages resulting from any failure, outage, or degradation of communication facilities, or any interruption or unavailability of the Services, regardless of the cause or duration. 

10.2. In any event, Sera’s total aggregate liability under or in connection with this Agreement, regardless of the nature or basis of the claim, shall not exceed the total Subscription Fees paid by the Customer during the 6 months immediately preceding the event giving rise to the claim. If the Agreement has been in effect for less than 6 months, Sera’s aggregate liability shall be limited to the total Subscription Fees paid during the term of the Agreement.

10.3. The limitations set out in this Section shall not apply to damages arising from Sera’s wilful misconduct or fraud, or where such limitations are prohibited by applicable law.

11. Force Majeure

11.1. Either Party will be excused from performance of the Agreement, except for monetary obligations, for any period during which, and to the extent that, such Party or any subcontractor is prevented from performing any obligation or Services, in whole or in part, as a result of causes beyond its reasonable control (“Force Majeure”), and without its fault or negligence, including without limitation, acts of god, strikes, lockouts, riots, acts of terrorism or war, epidemics, communication line failures, and power failures.

12. Indemnification

12.1. If a third party makes a claim against the Customer that the Services infringe any patent, copyright or trademark, or misappropriates any trade secret, Sera shall defend the Customer and its directors, officers and employees against the claim at Sera’s expense and subject to the limitations on liability set out in the Agreement, Sera shall pay losses, damages and expenses finally awarded against such parties or agreed to in a written settlement agreement signed by Sera, to the extent arising from the claim. Sera shall have no liability for any claim based on (i) the Customer Content, (ii) unauthorised modification of the Services, (iii) use of the Services other than in accordance with the Agreement or any applicable Sera’s policies; (iv) the Customer’s, User’s or any other Customer’s controlled third party’s errors and omissions in using the Services. For any intellectual property infringement claims, Sera may, at its sole option and expense, procure for the Customer the right to continue use of the Services, modify the Services in a manner that does not materially impair the functionality, or terminate the Agreement and repay to the Customer any prepaid amounts. 

12.2. If a third party makes a claim against Sera that the Customer Content infringes any patent, copyright or trademark, misappropriates any trade secret or breaches any contracts or legal acts, including but not limited to concerning data processing or data protection (including but not limited to claims regarding the unauthorised or otherwise illegal processing of personal data), the Customer shall defend Sera and its directors, officers and employees against the claim at the Customer’s expense and the Customer shall pay all losses, damages and expenses finally awarded against such parties or agreed to in a written settlement agreement signed by the Customer, to the extent arising from the claim.

12.3. A Party seeking indemnification under this Section shall in order to have a valid claim towards the other Party (i) promptly notify the other Party of the claim, (ii) allow the other Party to assume control of the defence and settlement of the claim, provided that the indemnifying Party shall consult with the indemnified Party and reasonably consider its interests in any settlement, (iii) refrain from settling, satisfying or otherwise acknowledging the claim without the other Party’s consent, and (iii) provide, at the other Party’s expense for out-of-pocket expenses, the assistance, information and authority reasonably requested by the other Party in the defence and settlement of the claim. Should a Party not follow the procedure set out in this Section 12.3, the relevant Party loses its right to seek indemnification with regard to the relevant claim.

13. Service level

13.1. Sera aims to achieve at least 99.5% Platform Services System Availability during each calendar month.

13.2. For all occasions of permitted downtime, Sera aims to notify the Customer at least 1 day in advance, in case such notification can reasonably be given. In extraordinary cases, the Customer will be notified as soon as reasonably possible.

13.3. If Sera fails to meet the required System Availability due to complete service unavailability, Sera shall upon written request of the Customer within 10 days after the affected period of the Subscription Term issue a non-refundable credit for the next period of the Subscription Term in an amount equal to 5% of the monthly Subscription Fee for each 1% loss of System Availability. Such credit available during each calendar month shall not exceed 30% of the monthly Subscription Fee. 

13.4. The remedy stated in this Section 13 is the Customer’s sole and exclusive remedy for any interruption in the availability of Platform Services and Sera’s failure to meet the required System Availability.

14. Confidentiality

14.1. During the term of this Agreement and for 2 years thereafter (and indefinitely for any Customer Content which is considered as Confidential Information hereunder), 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 Agreement, and shall not disclose such Confidential Information to any third party. 

14.2. 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 unauthorised 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 persons who are subject to 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, such as its contractors, accountants, attorneys, credit institutions and investors.

14.3. Without otherwise limiting the foregoing, Confidential Information excludes information that: (i) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the receiving Party, (ii) 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 (iii) is independently developed by the receiving Party without use of the Confidential Information. 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. The existence of this Agreement and the relationship of the Parties may be disclosed, together with publishing the names and logos of the other Party on its website or other media, only upon prior agreement between the Parties. Any press releases in relation thereto must be coordinated with and accepted by the other Party.

15. Personal Data

15.1. In providing the Services, Sera will comply with applicable data protection laws. Sera’s current privacy policy and any amendments thereto made at the discretion of Sera, are automatically incorporated herein by reference.

15.2. By submitting any personal date to the Platform, the Customer understands and agrees that Sera shall process personal data in accordance with this Agreement and its current privacy policy. In doing so, Sera may act both as a data processor and a data controller as further set out in Sera’s current privacy policy. The Customer is required to have lawful basis and to make all necessary disclosures before including personal data in Customer Content and using the Services. The Customer confirms that the Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness of any personal data that may be contained in Customer Content, including any information which any User shares with Sera on the Customer’s behalf.

16. Notices

16.1. Except as otherwise permitted in this Agreement, notices under this Agreement shall be in writing and shall be deemed to have been delivered (i) 5 business days after handing over the notice to a postal service provider if sent by registered mail, (ii) 1 business day after sending the notice if sent by e-mail, or (ii) when delivered if delivered personally or sent by courier. All notices shall be sent to the other Party at the address or e-mail address set forth in the Special Terms, unless the other Party has informed of the change of address in accordance with the above.

17. Amendments

17.1. Sera may at any time amend this Agreement. In case the amendments in the Agreement materially adversely affect the Customer’s rights hereunder, Sera shall provide the Customer with 30 days’ advance notice of the amendments in the Agreement, and in such case the Customer may terminate the Agreement by e-mail notice sent to Sera prior to the amendments taking effect (excluding such amendments which are required due to changes in applicable laws, regulations or requirements established by any relevant supervisory body or authority in which case no termination rights apply). In case of such termination, any prepaid Subscription Fees shall in a prorated amount be returned to the Customer for the unused portion of the relevant period of the prepaid Subscription Term. Should the Customer continue to use the Services, it will be regarded that the Customer has accepted the amended Agreement.

18. Non-exclusivity

18.1. The Services are provided on a non-exclusive basis. Nothing in this Agreement shall be deemed to prevent or restrict Sera’s ability to provide the Services or other technology, including any features or functionality first developed for the Customer, to third parties.

19. Entire Agreement

19.1. The Agreement is the entire Agreement between the Parties regarding the subject matter of the Agreement, superseding any and all verbal or written undertakings or agreements preceding the Agreement.

20. Assignment

20.1. The Agreement and the rights and obligations thereunder are binding on the Parties. The Customer may not, without prior written consent of the Sera, transfer or assign its rights and/or obligations hereunder to a third person. Sera may without consent of the Customer transfer or assign the Agreement or any rights or obligations hereunder to its Affiliates or a third-party in case of transfer of Sera’s relevant business to such third party.

21. Severability

21.1. If any clause in the Agreement or part thereof is or becomes void or invalid, this does not result in the entire Agreement being void or invalid. In the event such invalidity becomes a fact, the clause that is closest in its economic content to the invalid clause shall be applied.

22. Governing law and Jurisdiction

22.1. The Agreement is governed by and construed in accordance with the legislation of the Republic of Estonia. Disputes hereunder shall be resolved by means of amicable negotiations. If negotiations fail, the disputes shall be settled in the courts of the Republic of Estonia, whereas the court of first instance is the Harju County Court, unless a different mandatory jurisdiction arises from applicable law.