Custify Terms And Conditions

Last updated on March 14th, 2022

1. The Agreement

  • 1.1 Please read carefully these terms and conditions (the “Agreement” or the “terms and conditions”) before using any Services (as defined below). Please also read carefully the Data Protection Addendum (the “DPA”) which along with any additional terms you agree to, in the form provided by Custify or otherwise agreed by the Parties, pursuant to this Agreement or by turning on specific features or otherwise, are included as part of this Agreement.
  • 1.2 This agreement is a mandatory, legal and valid agreement between the Company CUSTIFY S.R.L, having its headquarters in Romania, Bucharest, Zagazului Street, No. 4E, Entrance A, First Floor, ap. 1A, District 1, ordering number at the Trade Registry J40/15961/2017, CIF RO38229657, email contact@custify.com (referred to in this Agreement as "Custify" and/or "we" and/or "our" and/or "us"), and you (referred to in this Agreement as the "Customer" and/or "you" and/or “your”), regarding (the use of) the Services. Custify and you are hereinafter also referred to individually as a “Party” and collectively as the “Parties”. This Agreement also includes any replacement and/or amendment thereof by Custify. The person that has accepted these terms and conditions on behalf of a company or other legal person, represents and warrants that has the authority to bind that company or that legal person to this Agreement.
  • 1.3 By logging in the Customer account or in the Customer Trial account or in the Demo account, as the case may be and/or by pressing any (acceptance) button and/or ticking a box, in this sense and/or by using any Services, you expressly and unconditionally accept all the terms and conditions of this Agreement and you undertake yourselves to fully and adequately respect them. If you do not wish to fully and adequately respect the terms and conditions of this Agreement, including as they will be replaced or amended from time to time, do not use (any longer) any of the Services.

2. Custify Services

  • 2.1 The Services (the “Services” or the “Custify Services”) means the Custify’ software-as-a-service solution(s), including (a) the interface(s) (the “Dashboard” or the “Interface”) for accessing and using the Services, accessible through the website app.custify.com (the “Site”) and/or through any available Custify’ mobile application (the “Custify’Apps”); (b) the Custify’Apps; (c) any software or any Custify application programming interfaces (“API”) that is made available to you by Custify and used in any way by you in connection with the Services; (d) the products, services and/or any features made available or provided to you by Custify in relation with the Services; and (e) the content, text, data, documents, descriptions, products, graphics, photos, sounds, videos, interactive features, contained in or made available through the Services (the “Content”).
  • 2.2 The Services are designated to be used solely for the purpose of processing the Customer Data according to the present Agreement.
  • 2.3 Customer Data
  • 2.3.1 Customer Data means any data of any type that is transmitted to/(used)through the Services by or on behalf of the Customer, including data imported from third party platforms that Customer eventually connects to, including through the Services (such as CRM, support ticketing system, etc.).
  • 2.3.2 The Customer shall be fully responsible for any Customer Data transmitted by any person and/or from third-party platforms as if it was submitted by the Customer.
  • 2.3.3 The Customer will retain all rights, title, and interests in and to the Customer Data provided.
  • 2.3.4 You bear all responsibility and liability for the accuracy, completeness, correctness, content, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right of all Customer Data and for any other data provided to the Services and/or directly to Custify.
  • 2.3.5 You represent and warrant to Custify that (when using the Services):
    • (a) you (will) have all necessary rights, consents, permissions, title, interests, and license rights, to collect, share, use and/or otherwise process all Customer Data, as mentioned in the Agreement and/or as otherwise processed (by you) through (the use of) the Services;
    • (b) you have the right to grant to Custify the rights mentioned in the present Agreement;
    • (c) no Customer Data nor the use of the Customer Data in connection with the Services, will violate and/or infringe any third party intellectual property right(s) and/or privacy rights and/or any or other rights of the other end-users of the Services and/or of any third party and/or any law(s), and/or will be libelous, defamatory, obscene, pornographic, harassing, hateful, offensive or otherwise violate any right of the other end-users of the Services and/or of any third party and/or contain a virus, Trojan horse, worm, or other computer programming routine or engine intended to detrimentally interfere with any system, data or information;
    • (d) you (will) comply with all applicable laws relating to processing and protecting any data and especially personal data, including without limitation the GDPR;
    • (e) you (will) comply with all applicable laws concerning the respect for private life and the protection of personal data in electronic communications;
    • (f) without affecting the generality of the foregoing you have made and you will make all required notifications and information and obtain all required consents and authorizations from data subjects relating to the processing of their (personal) data (through the Services);
    • (g) you are responsible for assessing whether or not the Services are appropriate for your use with respect to your obligations under any applicable laws or regulations;
    • (h) you will comply with all applicable laws and regulations that apply to the countries to which you transmit data through the use of the Services;
    • (i) you will not transmit and/or otherwise process any Customer Data that you do not have a right to transmit and/or otherwise process, as the case may be.
  • 2.3.6 All Customer Data transmitted or otherwise processed through the Services is the sole responsibility of the Customer and Custify does not assume any liability for any Customer Data.
  • 2.3.7 Except otherwise mentioned as a “storage period” in the applicable subscription plan or in any other material provided by Custify or otherwise agreed by the Parties in a signed proposal, all the Customer Data events will be automatically deleted 730 days after their historical date,( for example a Customer Data event from January 1st 2020 will be deleted on January 1st 2022; The historical date is the date found in the field “created_at” from the API call, as described in our API documentation). You have the right to delete any Customer Data available through the Services at any time, as long as the Agreement is not suspended or terminated for any reason, and once deleted, such Customer Data will not be available anymore through the Services. Except otherwise expressly mentioned in the present Agreement and/or included in a paid subscription plan, Custify expressly disclaims all other obligations with respect to the storage of any Customer Data.
  • 2.3.8 The Customer will indemnify, defend and hold harmless Custify from and against any and all claims, complaints and/or lawsuits, costs, damages, losses, liabilities, and expenses that (may) arise out of or in connection with: i)any claim arising from or relating to any processing of any Customer Data; and/or ii) any breach or alleged breach of the present Agreement by Customer; and/or iii) the use of your Customer account/ Customer Trial account/Demo account, whether or not such use was expressly authorized by you; and/or iv)any inappropriate use of the Services.
  • 2.4 The Customer Data may include:
    • i) the data of different entities (referred to in this Agreement as the "customers" or the "companies" or the "accounts") [e.g. Customer's (potential) clients, partners, agents, etc. ], such data including for example “company name”, “revenue”, etc.; and/or
    • ii) the data of different individuals (referred to in this Agreement as the “persons” or the “people”) (e.g. any individuals in relation/connection with the Customer and/or the customers, etc. ), such data including for example “first name”, “email address”, “ etc.;
    • iii) the customers’ events (the “customers’ events”) and/or the people / person’s events (the “ people’s events”) (the customers' events and/or the people’s events will be referred to in this Agreement as the “events”), events that are connected with a time-stamp/date (created_at) [e.g. “performed login”, “time spend in the product”, “created invoice” etc. The Customer may also include attributes alongside these events, such as “price per piece”, “local time”, “order value” etc. Such Customer Data can then be used to be processed (e.g. within Custify’s Services to automate processes, or reach out to the customers and/or the users via email campaigns, manual phone outreach, in-product announcements, and more).
  • 2.5 The Customer Data can either be sent from the Customer using a native web-API or by implementing a JavaScript snippet into Customer service/software. In certain cases, the Customer may also import and export the Customer Data between the Services and certain third-party platform(s) through supported integrations, use a CSV-importer within the platform, or input the data manually by hand, as permitted by the Services. By enabling the use of the Services with any third-party platform(s), the Customer authorizes Custify to access/integrate Customer accounts with such third-party platform(s). The Customer is solely responsible for complying with any relevant terms and conditions of the third-party platform(s). Customer acknowledges and agrees that Custify has no responsibility or liability whatsoever for any (integration with any) third-party platform(s) or any Customer Data exported to/imported from (a) third-party platform(s).
  • 2.6 Subject to your unconditional, full, properly and adequate compliance with this Agreement (including as this will be replaced or amended from time to time) and payment of the applicable (subscription) fees, Custify hereby grants you, and you accept, a limited, non-exclusive, non-transferable, non-sublicensable, and fully revocable right, to use the Services during the term of this Agreement (but only for the period of time during which you unconditionally, fully, properly and adequately respect the terms and conditions of this Agreement and the Agreement is not suspended for any reason and till the moment when the present agreement terminates, regardless of the termination reason), for your internal business purposes only, solely for your own benefit, based on the (permitted) requests of the Customer, in accordance with the Services, the subscription plan(s) and the attributes selected/chosen by the Customer, the customizations agreed by Custify and only as permitted by the Services.
  • 2.7 You expressly acknowledge and agree to use the Services solely for the purposes expressly mentioned in this Agreement and only to the extent permitted by the present Agreement, any applicable law, regulation, or generally accepted practice in the applicable jurisdiction and that you have the right to use the Services only as end-user of the Services. Without affecting the generality of the foregoing and for the sake of clarity, except otherwise expressly and previously approved by Custify, you do not have the right to use the Services for other purposes than the ones expressly permitted by the present Agreement.
  • 2.8 The Services are addressed to the legal persons and not to the natural persons.
  • 2.9 The Customer account and the Authorized Users
    In order to use the Services, you have to accept the terms and conditions when you login into your created account (referred to in this Agreement as the “Customer account“). You must provide the requested information in order for the Customer account to be created by Custify and in order to complete the signup process (such as your legal company name, VAT number, etc), if and as the case may be. For the sake of clarity, in order to login for the first time into the Customer account, you have to access the email received from Custify. Authorized Users (referred to in this Agreement as the "Authorized Users" or the "Seats") means the person(s) that you will authorize (in the Customer account settings) to access and use the Services, totally or partially, via the Customer account. Such Authorized Users will access and use the Services on your name and behalf and you are fully liable for all the (in) action(s) of such Authorized Users. You:
    • (a) must not allow anyone other than Authorized Users to access and use the Customer account;
    • (b) must keep and ensure that Authorized Users keep all login details and passwords secure at all times;
    • (c) remain solely responsible and liable for the activity that occurs in connection with the Customer account and the activities of your Authorized Users;
    • (d) will be liable for any breach of the Agreement by any Authorized User.You are solely responsible for maintaining the confidentiality and security of your Customer account and for all activities that occur on or through your Customer account, and you agree to immediately notify Custify of any security breach of your Customer account.
    • (e) are strongly recommended to use 2-factor-authentication for all Authorized Users in order to avoid any unauthorized access.
  • 2.10 Trial Account / Demo Account

Custify may offer you a free demo account(referred to in this Agreement as the “Demo account”) before, or after, the commencement of any Subscription Period, for any length of time (referred to in this Agreement as the “trial period”), as decided by Custify or otherwise agreed by the Parties. Custify may offer you a free, or paid, trial account (referred to in this Agreement as the “Customer Trial account”) before the commencement of any Subscription Period, for any length of time (also referred to in this Agreement as the “trial period”), as decided by Custify or otherwise agreed by the Parties. In order to login for the first time into the Customer Trial account or into the Demo account, as the case may be, you have to access the email received from Custify. The date at which this email is sent from Custify to you is the beginning date of the trial period. The trial period is solely designated for the Customer's use to determine whether to acquire a paid subscription plan to the Services and/or to see how the Services work, as the case may be. The Services in the trial period may not include all functionalities and features accessible as part of a paid subscription plan. Without affecting the generality of the foregoing and for the sake of clarity, the Customer must use the Services in the trial period in accordance with the terms and conditions of this Agreement. Notwithstanding anything to the contrary in this Agreement, you acknowledge and agree that Custify does not make any commitments and will have no obligations whatsoever, in relation to the trial period. At the end of the trial period the Customer Trial account and/or the Demo account, as the case may be, will be deleted [and consequently all the Customer Data from such deleted account(s) will be deleted], without any liability whatsoever to the Customer, without paying any damages or other compensations, without putting in delay the Customer, without fulfilling any (other) (previous) formalities and without any other judiciary or extra-judiciary procedure and the Customer will have no rights whatsoever in relation with the Services and/or with the Customer Trial account and/or the Demo account, as the case may be, used for the trial period. Custify reserves the right to modify, cancel, terminate, suspend and/or limit the trial period at any time, without fulfilling any (previous) formalities, without any liability whatsoever to the Customer, and without paying any damages or other compensations. Any time after the Customer login for the first time into the Customer Trial account, the Customer may choose a paid subscription plan, unless the Agreement is terminated for any reason. At the point the Customer chooses a paid subscription plan the Customer Trial account and/or the Demo account, as the case may be made available during the trial period will be deleted [and consequently all the Customer Data from such deleted account(s) will be deleted] and a (new) Customer account will be created with the functionalities and features accessible to permit the use of the Services in accordance with the chosen subscription plan and/or any other additional terms.

  • 2.11 The Term

The Agreement enters into force at the date you login for the first time in the Customer account or in the Customer Trial account or in the Demo account, as the case may be. After the termination of any applicable trial period, if any, and (starting with) choosing and acquiring any paid subscription plan [when you might be asked to provide different (Card) information, eventually before creating the Customer account], this Agreement will be valid and the Services will provided, on a subscription basis, for a subscription period (the “Subscription Period“) mentioned in the chosen subscription plan or otherwise agreed by the Parties and such Subscription Period will automatically extend for equal Subscription Period(s) with the initial one (except otherwise agreed by the Parties), unless either Party notifies to the other Party (by email or as otherwise permitted by the present Agreement) the termination of the present agreement, before expiration of a Subscription Period (with at least 15 days prior to expiration of the Subscription Period), without fulfilling any other previous formality, the termination following to be effective at the end of the respective Subscription Period.

  • 2.12 Subscription fees and payment
  • 2.12.1 For each Subscription Period, the Customer shall pay to Custify a subscription fee (the “subscription fee”) mentioned in the (description of the ) chosen paid subscription plan (e.g. “Business”, or “Enterprise”, or “Custom”) or otherwise agreed by the Parties (e.g. by a signed agreement). The subscription fee(s), unless otherwise agreed by the Parties, shall be paid upfront, in full, for the (entire) (following) subscription period. If the fee(s) are not paid upfront, in full, for the (entire) (following) subscription period, ( e.g. will be paid in installments), this does not affect in any way the duration of the subscription period.
  • 2.12.2 Unless otherwise expressly permitted by Custify, the Customer will pay the subscription fee(s) via (a) payment card(s) [the “Card(s)”] accepted by the online payments system(s) or by wire transfer in the bank account communicated by Custify through email, on the invoice, or otherwise agreed by the Parties. By providing the Card information, the Customer hereby authorizes Custify to automatically charge the Card, with the applicable subscription fee(s), on the first day of each Subscription Period, for any applicable subscription fee(s), for any newly chosen subscription plan and for any applicable fees for any chosen/used additional features/(batch)of customers/users/add-ons (as the case may be), that are not included in the current (chosen) subscription plan and you fully agree with the payment of such fees. Except otherwise agreed by Custify, each subscription fee(s) shall be paid in advance on the first day of each subscription period.You agree that the third parties that process the payments may handle and store the Card details, for easier (re)payment(s).
  • 2.12.3 If any payment of any subscription fee(s) or any other amount is not successfully settled due to expiration of a Card or insufficient funds or otherwise, the Customer acknowledges and agrees that remains liable for any amounts not paid to Custify and Custify may: (a) continue charge the Card till receiving the due amounts; or (b) invoice Customer directly for any unpaid amount following that the Customer to pay any invoiced amounts in maximum 5 days following the invoice date (any such invoice shall be send by email to the Customer, the Customer agreeing with the use of the electronic invoices); and/or (c) suspend the execution of the Agreement till full payment of the due amounts, without any liability whatsoever to the Customer and without paying any damages or other compensations; and/or (d) terminate this Agreement, without prior notice, without any liability whatsoever to the Customer, without paying any damages or other compensations, without putting in delay the Customer (that will result from the simple fact of not fully paying the due amounts at the due date) without fulfilling any (other) (previous) formalities and without any other judiciary or extra-judiciary procedure. For the sake of clarity, Custify may charge the Card or invoice Customer directly, for any due amounts, also after the termination of the Agreement.
  • 2.12.4 All subscription fee(s) and any other amounts shall be paid in US-Dollar or in any other currency mentioned on the invoice or, if not possible, shall be paid in RON, at the exchange rate of NBR valid for the payment date. All due amounts are exclusive of all taxes, levies, duties, tariffs, and other governmental charges, of which payment will be your responsibility, in order you to pay in full to Custify the due amounts. For each day of delay in paying any amounts due to Custify, the Customer will pay to Custify, at Custify’s request, interest penalties, as moratorium damages, of 0.1% from the due amounts, until full payments of these.
  • 2.12.5 Except as expressly set forth in this Agreement the subscription fee(s) are non-refundable, totally or partially.
  • 2.12.6 You acknowledge and agree that Custify reserves the right upon thirty (30) days’ notice to you to increase the counter value of the current subscription fee(s) and/or the counter value of the fees that are being charged for any additional features/(batch)of customers/users/add-ons (as the case may be) that are not included in the current (chosen) subscription plan ), starting with the beginning of the Subscription Period that will follow after the expiration of the current chosen Subscription Period. In case you don’t agree with such an increase of such fees, you have the right to terminate the present agreement, according to the art. 2.11, this being the sole and exclusive remedy applicable in such case(s).
  • 2.12.7 Without affecting the generality of the foregoing and for the sake of clarity you agree to pay (and to be charged with) the applicable fee(s) for any additional batch of customers that are not included in the current subscription plan, in case you are exceeding the number of customers included in the current batch(es) for which you are already paying the applicable fees. . For the sake of clarity, in case you exceed the number of customers included in the current batch(es) for which you are already paying the applicable fees, a notification email will be sent to the Authorized User with the role “admin”, informing about the followings.
    • i) the fact that you have exceeded the number of customers included in the current batch(es) for which you are already paying the applicable fees;
    • ii) a time period to reduce the number of the customers that are exceeding the number of customers included in the current batch(es) for which you are already paying the applicable fees, in order that no additional fees be due and charged;
    • iii) the applicable fees in case the number of customers is not reduced in the time period granted by Custify, as previously mentioned, fees that shall be due in full, in advance, by the Customer (calculated pro-rata until the end of the current subscription period) and charged by Custify, at the end of the time period granted by Custify, or paid in full, in advance, by the Customer until the expiration of the time period granted by Custify. In case such fees will not be paid in full until the expiration of the time period granted by Custify or cannot be charged in by Custify at the end of the time period granted by Custify, as the case may be, Custify reserves the right to terminate this Agreement with immediate effect, without fulfilling any prior formalities, without having any obligation whatsoever in connection with such termination and without paying any damages and/or any other amounts in connection with such termination. Without affecting the generality of the foregoing and for the sake of clarity, in case the Services and your current subscription plan allow you to exceed the number of the Authorized Users included in the applicable subscription plan, you agree to pay (and to be charged with) the applicable fee(s) for any additional Authorized Users(calculated pro-rata until the end of the current subscription period), in full, in advance, in case you are exceeding the number of the Authorized Users for which you are already paying the applicable fees. Except as expressly set forth in this Agreement the fees paid according to the present Agreement are non-refundable, totally or partially.
  • 2.12.8 The Customer may change at any time its Card information in the Customer account settings.
  • 2.12.9 Except otherwise agreed by the Parties or imposed by Custify, the Customer shall pay the applicable fees for any paid Customer Trial account in the same conditions as the subscription fee(s), in advance, for the entire trial period, and all the provisions regarding the subscription fee(s) are also applicable for such fees, mutatis mutandis.
  • 2.13 Availability of the Services
  • 2.13.1 Custify will use reasonable efforts to ensure that the Services are available 99.95% in any calendar month. Any and all availability of the Services calculations shall be based on our system records. In case there are more than 2 consecutive months during which the availability of the Services falls below 99.95%, the Customer will be entitled to receive a credit equal to the pro-rated amount of the subscription fee(s) applicable to the downtime as measured within the respective consecutive months during which the availability of the Services fell below 99.95%, which credit shall be deducted from the following subscription fee(s), provided that the Customer requests such deduction within 30 days from the end of the relevant calendar months during which the availability of the Services fell below 99.95%, this being the sole and exclusive remedy applicable in such case(s).
  • 2.13.2 However, there will be occasions when the Services will be interrupted for maintenance, upgrades, and emergency repairs or due to failure of telecommunications links and equipment(s) or due to the subcontractors or other providers of Custify in relation with the Services. Reasonable steps will be taken by Custify to minimize such disruption where it is within Custify’s reasonable control. Custify will not be liable in any such event to you or any other party for any suspension, modification, discontinuance, or lack of availability of the Site, the Services, the Customer account/ Customer Trial account/Demo account, the Customer Data, or other Content. Specific SLA(s) may be included in certain paid subscription plan(s) or as otherwise agreed between both Parties.

3. Modifications

You expressly acknowledge and agree that Custify reserves the right to modify this Agreement and/or the Services and/or the structure and functionalities of the paid subscription plan(s). Unless otherwise specified by Custify, such modification will become effective starting with the beginning of the next Subscription Period. Custify will notify the Customer about such modification via Customer account/ Customer Trial account/Demo account or email or otherwise. Continued use of the Services after any such modification will enter into force shall constitute your consent to such modification. If Custify specifies that the modification will become effective before starting the next Subscription Period and the Customer does not agree with such modification, the Customer may terminate the present Agreement with immediate effect, and in such case, the Customer will receive a refund of any subscription fee(s) Customer has pre-paid, but only for the remaining period from the date the modification will enter into force and until the termination of the current Subscription Period and only in case the rights of the Customer are affected as a result of the modifications (in the sense of downgrading) of the features of the existing subscription plan, this being the sole and exclusive remedy applicable in such case(s). The modifications of the Services may also include updates. The updates may include new functionalities and/or specifications and/or modification and/or improvement of some existent specifications, may not include all the previous functionalities and/or specifications of the Services or the newly launched functionalities and/or specifications in other cases.

4. Title

  • 4.1 This is a subscription Agreement for access to and use of the Services. Customer expressly acknowledges and agrees that according to the present Agreement he is obtaining only a limited right to use the Services and that irrespective of any use of the words "purchase", "acquire" or like terms in this Agreement, no ownership rights regarding the Services are being granted to the Customer under this Agreement. Customer expressly acknowledges and agrees that Custify retains full and exclusive ownership of the Services, all right, title, and interest (including all patent, copyright, trademark, trade secret, and other intellectual property rights) in and to the Services, (and all parts thereof), all reproductions, corrections, modifications, enhancements and improvements thereto, and all data related your usage thereof, including any and all intellectual property rights that exist therein, whether registered or not. Any rights therein not explicitly and expressly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary of Custify.
  • 4.2 You shall abide by all copyright notices and restrictions contained in any Content accessed through the Services. You further agree that the Services may contain proprietary and confidential information that is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary information or materials in any way whatsoever except for use of the Services in compliance with this Agreement. No part of the Services may be reproduced in any form or by any means, except as expressly permitted in this Agreement.

5. Restrictions

You are solely responsible for all your activity (including any processing) in connection with the Services. The Customer shall not and shall not allow any Authorized Users and/or any third parties to: (a) reproduce, copy, market, sell, distribute, lease, transfer, translate, modify, adapt, disassemble, decompile, or reverse engineer the Services (including any Content) or any portions thereof and/or to create any derivative works based on the Services (including any Content) or any portions thereof; (b) rent, lease, provide access to or sublicense the Services to a third party; (c) use the Services to provide, or incorporate the Services into, any product or service provided to a third party; (d) allow any third party to use the Service; (e) use the Services to process any data on behalf of/for any third party; (f) use, remove, deface, obscure, or alter copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Services; and/or (g) use the Services in any unlawful manner or in breach of this Agreement; (h) impersonate any person or entity and/or misrepresent yourself as another person and/or pretend to be anyone, or any entity, you are not, including without limitation in order to complete the signup/registration process and/or while using the Services; (i) conduct fraudulent or other illegal activities. You’re responsible for determining whether the Services are suitable for you to use in light of any regulations like HIPAA, PCI DSS, Data Privacy Laws, or other applicable laws.

6. Warranty Disclaimer

  • 6.1 You expressly understand and agree that the Services are provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied, and, to the maximum extent permissible by applicable law, Custify does not represent, guarantee or warrant that any Services are according with any applicable laws and/or in any applicable jurisdiction but Custify represents, guarantees and warrants that the Services are according with the Romanian laws. Custify makes no warranty, either express or implied, as to the accuracy, usefulness, completeness, fitness for a particular purpose and/or reliability of the Services. The Services or any feature or part thereof, may not be available in all languages or in all countries and Custify makes no representation that the Services or any feature or part thereof, are appropriate or available for use in any particular location and/or for any (specific) purpose(s).
  • 6.2 Except otherwise expressly mentioned in any applicable SLA, Custify does not warrant that Customer's use of the Services will be free of problems and/or uninterrupted and/or will meet your requirements and/or it will be free of errors and/or the fact that any errors or defects of the Services will be corrected and/or the fact that the Services will be compatible and/or will function with any software, hardware and/or services of third parties and it will not affect in any way the use of any of them.
  • 6.3 Except otherwise expressly mentioned in any applicable SLA, Custify shall not be liable for the results of any performed communications or any communications that were failed to be performed, using the Services. Custify shall not be liable for delays, interruptions, service failures or other problems inherent in use of the internet and electronic communications, third-party platforms or other systems outside the reasonable control of Custify.
  • 6.4 Custify will not be liable for any failures in the Services or other problems which are related to the Customer Data or any equipment or service outside of Custify facilities or control and or for any harm resulting from use of the Services and/or from the inability to access, retrieve or otherwise use and/or process any Customer Data.
  • 6.5 Custify will not be responsible or liable and disclaims any liability or responsibility, for the accuracy, copyright compliance, legality or decency of any Content contained in or accessed through the Services. Custify does not represent or guarantee that the Services will be free from loss, corruption, attack, viruses, interference, hacking, or other security intrusion in connection with any third parties and Custify disclaims any liability relating thereto. However, in the event of loss or corruption of Customer Data including personal data, or attack, viruses, interference, hacking or another security intrusion which causes the loss or corruption of Customer Data including personal data, Custify shall use reasonable efforts to retrieve the lost or corrupted Data at its own expense (“Remediation Efforts”) You expressly acknowledge and agree that the Services are not designated for the use in situations which, regardless of the reasons, may lead to death and/or personal injury, to any other damages and/or prejudice, regardless of their nature.
  • 6.6 You expressly acknowledge and agree that no act, regardless of its nature, including any information, action, omission, or recommendation from any of the parties will represent any guarantee regarding the Services.
  • 6.7 Certain jurisdictions do not allow the (total) exclusion of certain warranties or limitations of the applicable legal rights and in these cases, your rights stipulated by the imperative legal regulations are not affected, you benefit from the warranties stipulated by the imperative legal regulations and the exclusions and the limitations above will not apply in the cases forbidden by the legal regulations in force.

7. Liability; Limitation of Liability

  • 7.1 Custify agrees to defend Customer from and against any claim by a third party alleging that the Services, when used as permitted herein, infringe any copyrights and/or moral rights of such third party and will indemnify and hold harmless Customer from and against any damages and costs finally awarded (in final judgment) against Customer or agreed in settlement by Custify (including reasonable attorneys' fees) resulting from such claim, provided that the Customer promptly and in due time notifies Custify in writing of the claim, cooperates in full with Custify, and allows Custify sole authority to control the defense and settlement of such claim in the event Custify elects to defend such third party claim
  • 7.2 If at any point, during the term of the Agreement, an event occurs (whether a privacy or security breach or any other event), due to the exclusive fault of Custify, that leads to a breach of Customer Data, Custify must (a) make all the diligences to remedy the breach within a reasonable time period, (b) notify the Customer of such breach within 1 business day from knowledge of the breach, and (c) indemnify Customer for any direct losses, as a result of such failure/breach
  • 7.3 Notwithstanding anything to the contrary in this Agreement and without affecting the generality of the foregoing, to the maximum extent permitted by the legal regulations in force, you expressly acknowledge and agree to the fact that Custify is not liable for any other kind of damages, including direct and/or indirect damages and/or personal injury, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, cost of procurement of substitute goods or services, or other intangible losses, resulted from or related to the use or inability to use the Services or otherwise, regardless of the method of use and whether Custify was warned about the occurrence of such damages or if the possibility of occurrence was reasonably foreseeable. Without affecting the generality of the foregoing, Custify is not responsible for, and shall have no liability for, the loss of or damage to your Customer Data including any loss or damage resulting from the suspension or termination of the Services or this Agreement.
  • 7.4 Certain jurisdictions do not allow the exclusion or limitation of liability in certain cases or for certain types of damages and/or injuries and in these cases, your rights stipulated by the imperative legal regulations are not affected and the exclusions and the limitations above will not apply in the cases forbidden by the legal regulations in force. To the maximum extent permitted by the legal regulations in force, you expressly acknowledge and agree with the fact that the use of the Services and of any Content shall be done on your own responsibility and at your own risk.
  • 7.5 Notwithstanding anything to the contrary in this Agreement and without affecting the generality of the foregoing, any indemnification that has to be paid by Custify according to the present Agreement, shall not be paid in case that: i) there is any breach whatsoever of the present Agreement, of the DPA and/or of the legal regulations in force, by the Customer, its affiliates and/or any Authorized Users, that may lead, directly or indirectly, to (the payment of) such indemnification; and/or ii) there is any exclusion and/or limitation of/for any representation, guarantee and/or liability in connection with the case(s) that may lead, directly or indirectly, to (the payment of) such indemnification; and/or ii) there is any use and/or any kind of combination of the Services with any hardware, software, equipment, or data not provided by us and/or with services of any third party and/or there is any modification of the Services and/or there is any use of the Services in violation of or outside the scope of this Agreement.
  • 7.6 Notwithstanding anything to the contrary in this Agreement, Custify’s liability shall be capped in all situations at an aggregate sum which is maximum valid and effective under applicable law(s) and local regulations in force, shall be limited only to the actual loss (damnum emergens) and shall not be in any circumstances bigger than the counter value of the subscriptions fee(s) paid to Custify by the Customer in the last 12 months.

8. Suspension and Termination

  • 8.1 Either party may unilaterally terminate the Agreement solely for convenience upon 15 days prior written notice (that may be sent by email), without fulfilling any other prior formalities and without paying any damages for such termination. However, in such case of termination of the Agreement (solely for convenience) by Custify, the Customer will receive a refund of any subscription fee(s) Customer has pre-paid, but only for the remaining period from termination and until termination of the current Subscription Period, this being the sole and exclusive remedy applicable in such case(s). Without affecting the generality of the foregoing and for the sake of clarity, no refunds whatsoever shall apply in case of termination of the Agreement by the Customer.
  • 8.2 Either party may terminate this Agreement upon written notice (that may be sent by email) in the event that the other party breaches this Agreement and, to the extent that the breach can be cured, fails to cure that breach within 3 days of said notice, without fulfilling any (other) (previous) formalities and without any other judiciary or extra-judiciary procedure.
  • 8.3 You expressly acknowledge and agree that Custify has the right to terminate this Agreement upon written notice (that may be sent by email) in the event that is a request and/or order from law enforcement, a judicial body, or other government agency in this sense and/or provision of the Services to you is or may become unlawful, without any liability whatsoever to the Customer, without paying any damages or other compensations, without fulfilling any (other) (previous) formalities and without any other judiciary or extra-judiciary procedure You expressly acknowledge and agree that Custify has the right, at its sole discretion, to suspend or limit your access to and use of the Services, at any time, with or without (prior) notice, in case your failure to correspondingly comply with any of the terms and conditions of this Agreement and/or in case there is a request and/or order from law enforcement, a judicial body, or other government agency in this sense and/or provision of the Services to you is or may become unlawful, without any liability whatsoever to the Customer and without paying any damages or other compensations
  • 8.4 Unless otherwise agreed by Custify or specified in the DPA, the termination of the agreement will have as effect the deletion of your Customer account / Customer Trial account/Demo account, without any liability whatsoever to you and without paying any damages or other compensations. Without affecting the generality of the foregoing, unless otherwise agreed by Custify or specified in the DPA, the termination of the Agreement and the deletion of your Customer account/ Customer Trial account/Demo account will have as an effect the deletion of all Customer Data, without any liability whatsoever to the Customer and without paying any damages or other compensations. For the sake of clarity, you are solely responsible for downloading/retrieving/copying any (necessary) Customer Data before the termination of the Agreement. Upon any such termination, your right to use the Services will immediately cease.
  • 8.5 All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, warranty disclaimers and limitations of liability. For the sake of clarity, expiration or termination of this Agreement for any reason shall not relieve you from your obligation to pay to Custify any due amounts.

9. Data Protection Provisions

  • 9.1 Taking into consideration that, in the context of taking the steps in order to conclude the present Agreement and/or in order to conclude the present Agreement and/or in order to execute the present Agreement, each Party acknowledged /will acknowledge and will process a series of personal data of the other Party, namely of the representatives and/or shareholders and/or contact persons and/or other persons involved in the execution of the present Agreement, that were/will be mainly provided, directly or indirectly, by such other Party (all the above-mentioned persons will be hereinafter referred to as the “persons involved in the execution of the agreement” and all the personal data of the above-mentioned persons will be hereinafter referred to as the “personal data of the persons involved in the execution of the agreement”), the Parties agree with the followings:
    • A. The Parties declare that, in the performance of the present Agreement, they will individually determine the purpose and the means of the personal data of the persons involved in the execution of the agreement processing and, in this context, they shall act as independent controllers.
    • B. The Parties declare that, in the performance of the present Agreement, they will individually determine the purpose and the means of the personal data of the persons involved in the execution of the agreement processing and, in this context, they shall act as independent controllers.
    • C. Each Party shall inform the persons involved (from his side) in the execution of the agreement and the present Agreement about: i) the disclosing to the other Party of the personal data of the persons involved in the execution of the agreement; ii) concrete about the personal data of the persons involved in the execution of the agreement that were/will be disclosed; iii) about the purposes for which there were /will be disclosed, namely, for example, in order to conclude the present Agreement and/or in order to execute the present Agreement, as the case may be; iv) about the period for which the personal data will be processed/the criteria used to determine that period; v) rights of persons involved in the execution of the agreement according to the legal regulations for the personal data processing; vi) about any other information (that it is aware of and) that has to be disclosed to the persons involved in the execution of the agreement as data subjects.
    • D. Each Party shall implement appropriate technical and organizational measures to protect the personal data of the persons involved in the execution of the agreement against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, and against all the other unlawful forms of processing.
    • E. Each Party shall obtain the consent for processing of the personal data of the persons involved in the execution of the agreement from the persons involved (from his side) in the execution of the present Agreement, as long as such consent is necessary according to the legal regulations for the personal data processing.
  • 9.2 Custify will process, on behalf of the Customer, the Customer Data that represents personal data, according to the DPA.
  • 9.3 Custify will maintain the security and confidentiality of the Customer Data that represents personal data according to the DPA.
  • 9.4 The Customer undertakes to fully respect all the applicable legal regulations for the personal data processing. Without affecting the generality of the foregoing, the Customer undertakes to take any necessary consent from any data subjects, for processing their personal data through the Services and to inform such data subjects according to the legal regulations for the personal data processing.

10. Miscellaneous

  • 10.1 You expressly acknowledge and agree that all communications between you and us will be electronically done. For the communications with you, we may use the electronic contact details for electronic mail provided by you, when creating/modifying the Customer account/ Customer Trial account/Demo account and/or when accessing/using the Services or otherwise provided to us and/or we may use communications via the Customer account/ Customer Trial account/Demo account. You may use for communications with us the email contact@custify.com. Electronic communications are full means of proof regarding the legal relationships between the Parties and the communications between them
  • 10.2 The Customer agrees to comply with all applicable laws in its use of the Services. Without limiting the generality of the foregoing, the Customer will not engage in any unsolicited advertising, marketing, or other activities using the Services, including without limitation, any activities that violate any other anti-spam laws and regulations and/or any anti-spam policy communicated by Custify.
  • 10.3 The Customer undertakes to fully respect the limitations of the Services and the Custify's Acceptable Use Policy (“AUP”) as described in the documentation that can be found at https://docs.custify.com.
  • 10.4 If Customer is accessing the Services using credentials provided by a third party, then Customer will comply with all applicable terms and conditions of such third party regarding the use of such credentials.
  • 10.5 To the maximum extent permitted by the legal regulations in force, you acknowledge and agree expressly to the fact that you cannot export or re-export the Services. Use of the Services may be subject to the export and import laws of different countries. You agree to comply with all applicable export and import laws and regulations. Also, you agree that you will not use the Services for any purposes forbidden by any applicable legislation. You must not, in the use of the Solution, violate any laws in the applicable jurisdiction (including but not limited to copyright laws).
  • 10.6 The Services may be used by a Customer representing a Government or another company, authority, institution, association, etc., with the same rights as granted to the other Customers (as end-users), in compliance with this Agreement and only as restricted Services, without the possibility of using the Services otherwise than expressly permitted by the present Agreement.
  • 10.7 The Parties agree with any provisions from the present Agreement that might be considered as unusual.
  • 10.8 In case any provision of this Agreement is and/or becomes void, illegal, invalid or inapplicable, it shall not affect the validity or the applicability of the other contractual clauses, which shall continue to be in force and to produce legal effects as if the void, illegal, invalid or inapplicable clause was not part of this agreement.
  • 10.9 No Party is entitled to assign this Agreement and/or to transfer otherwise, in total or in part, any of the rights and/or the obligations arising from this Agreement without the prior written consent of the other Party, except the ones mentioned in the DPA.
  • 10.10 The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other Party's behalf without the other Party's prior written consent.
  • 10.11 Custify will maintain the security and confidentiality of the Customer Data according to the DPA.

11. Final provisions

  • 11.1 Headlines are available for easy reference to the Parties and they do not affect in any way the interpretation or fulfillment of the present Agreement.
  • 11.2 In this Agreement the plural shall include the singular and vice-versa.
  • 11.3 Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
  • 11.4 This Agreement contains all the understandings between the Parties and supersedes any prior understandings, written or verbal, regarding the subject matter of this Agreement.
  • 11.5 This Agreement will be construed and governed by Romanian law, which is the applicable law in case of any disputes that may occur in relation to this Agreement, excluding the possibility of reference to conflict of laws. This agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, of which application is expressly excluded. Any dispute arising out of or in connection with the Services and/or this Agreement, including the conclusion, execution, or termination, shall be settled by the competent courts from Romania, excluding the possibility of reference to conflict of laws.
  • 11.6 The terms defined in the Agreement will have the same meaning inside any additional terms (to the Agreement) that you agree to (that include any subscription plans and/or any proposals), in the form provided by Custify or otherwise agreed by the Parties unless the context otherwise requires or it is otherwise provided in such additional terms.
  • 11.7 The English version of this Agreement will prevail over any other version in any other language, which will be drafted only for the local needs, except for the situation when this is not forbidden by the local regulations from certain jurisdictions.

Notice:

Notice: This website or its third-party tools use cookies, which are necessary to its functioning and required to achieve the purposes illustrated in the privacy policy. If you want to know more or withdraw your consent to all or some of the cookies, please refer to the privacy policy. By closing this banner, scrolling this page, clicking a link or continuing to browse otherwise, you agree to the use of cookies.

Ok