Cataloop Terms of Service

Last modified 19. March 2025

These Cataloop Terms of Service (“Service Terms”) apply to any use of Cataloop's Services and together with a possible signed cover page, subscription plan terms, Cataloop's privacy policy, Cataloop's data processing addendum, other applicable documents and policies as listed in the Service Terms or on Cataloop's website, and Schedules (if any) form an agreement between Cataloop and the Customer (“Agreement”) setting out the terms and conditions under which Cataloop offers and Customers and Users may access and use Cataloop's AI-powered e-mail sales automation platform made available by Cataloop over the internet as a service (“Platform”), and related services offered by Cataloop (altogether the “Services” as defined below).

By subscribing to any paid subscription plan, signing up to a limited free or discounted trial (availability and duration of trials subject to Cataloop's discretion) or otherwise accessing or using the Platform, you acknowledge and agree that you have entered into and a binding Agreement is formed between Cataloop and you as a Customer, subject to the terms and conditions of these Service Terms and other documents and terms governing the Agreement.

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

1. DEFINITIONS

Capitalised terms in these Service Terms shall have the following meaning:

1.1. Administrative User - a User with access to administrative features of the Platform Services (e.g. add and remove Users, manage Users' access levels, upgrade or downgrade subscription plans, activate or cancel subscriptions 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 Cataloop 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 - the Agreement between Cataloop and the Customer for the use of Services.

1.4. Cataloop - Cataloop OÜ, an Estonian limited liability company, commercial register code 17020739, registered address Telliskivi 57b/1, 10412 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 the Agreement, or (iv) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself, including the terms and conditions of a specific Agreement.

1.6. Customer - a natural or legal person that has entered into an Agreement with Cataloop concerning the use of the Services.

1.7. Customer Data - all data and materials provided by the Customer (including its Users) to Cataloop through the Platform for use in connection with the Services.

1.8. Customer Support Services - standard customer support services rendered by Cataloop covering support requests during standard working hours (as further detailed in the Service Terms) and routine tasks such as troubleshooting, guidance on using the Services, and resolving issues related to the functionality of the Services.

1.9. Documentation - any documentation provided or made available by Cataloop to the Customer or Users regarding the use or operation of the Services, including the Services' technical specifications, user manual, training materials, etc.

1.10. Force Majeure - as defined in Section 11 of these Service Terms.

1.11. 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.

1.12. Parties - Cataloop and the Customer jointly.

1.13. Party - Each of Cataloop and the Customer individually.

1.14. Platform - means Cataloop's proprietary AI-powered e-mail sales automation platform hosted by Cataloop's third-party cloud services provider(s) to which the Customer and authorised Users are subject to the terms and conditions of the Agreement provided over the internet access as part of the Platform Services, including any modifications, updates or new versions thereto, as may be introduced in full discretion of Cataloop. The Platform enables the Customer to facilitate certain sales e-mail related processes, whereas Cataloop may from time-to-time introduce new features to the Platform, amend existing features of the Platform, or remove certain features of the Platform. New features may be exclusive to certain subscription plans only (as published on Cataloop's website and as may be amended by Cataloop from time-to-time).

1.15. Platform Services - The provision of over the internet access to the Platform by Cataloop to the Customer and authorised Users, subject to the terms of the Agreement.

1.16. Schedule - any written document attached to an Agreement, including Documentation.

1.17. Service Terms - These Cataloop SaaS Agreement Terms.

1.18. Services - any services provided by Cataloop to the Customer under the Agreement, including Platform Services and Customer Support Services.

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

1.20. Subscription Term - each monthly or yearly period during which the Customer is subscribed to the Platform Services and during which Cataloop renders Platform Services and Customer Support Services to the Customer, subject to prepayment of the Subscription Fee for each Subscription Term. Each Subscription Term automatically renews for recurring unlimited monthly or yearly periods, each beginning on the same calendar day as the initial Subscription Term until terminated in accordance with the Agreement.

1.21. 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").

1.22. 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 during a valid Subscription Term, i.e. to receive access and use the Platform over the internet strictly in accordance with the Agreement.

2.2. The number of maximum authorised Users per Customer is determined by the Customer's subscription plan. 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. 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 the Agreement shall be construed as a transfer of title, ownership, or interest in any Intellectual Property Rights of Cataloop or any Affiliate of Cataloop 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 Cataloop's own initiative or if requested by a Customer etc.), and anything developed and delivered by the aforementioned persons under the Agreement. Should any Intellectual Property Rights created by or on behalf of Cataloop 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 Cataloop 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. Cataloop reserves the right to make unilateral modifications in the functionality and features of the Platform and the Platform Services at any time. Unless such modifications or updates are required due to changes in legal acts or regulatory requirements, Cataloop 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 Cataloop is continuously developing the Services, the Customer agrees that the Services may change from time to time, and that Cataloop gives no warranty, representation or other commitment in relation to the continuity of any functionality of the Services.

2.6. The Customer acknowledges that the Services 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 Cataloop 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 (Platform Services outputs shall not be regarded as derivative works), (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 develop a similar or competitive product or assist a third-party in the same.

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 Cataloop 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 Cataloop 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 Cataloop as may be requested by Cataloop from time to time to enable Cataloop to deliver the Service or to fulfil applicable legal obligations and requirements.

4. CUSTOMER DATA

4.1. The Customer acknowledges that Cataloop 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 Data, 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 Data and for ensuring that the Customer Data 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. In provision of the Services, Cataloop may also utilise the Customer’s publicly available data (e.g. as available on the Customer’s website).

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

4.2.1. grants to Cataloop 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) right and license valid during the period of provision of the Services and any applicable retention periods thereafter for Cataloop to copy, store, configure, perform, display and transfer Customer Data as necessary for the due provision of Services and fulfilment of Agreement by Cataloop;

4.2.2. grants to Cataloop 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) right and license valid for the whole period of validity of any relevant rights, whether IPR or otherwise, to in accordance with confidentiality obligations hereunder use anonymised Customer Data in order for Cataloop to improve and develop the Services.

4.3. The Customer represents and warrants to Cataloop that the Customer has (as relevant in each case) the necessary right, title, interest and/or consent, to grant Cataloop the rights and licenses detailed in Sections 4.2.1 and 4.2.2 of these Service Terms, and to permit Cataloop the use of Customer Data under the terms and conditions of the Agreement.

5. CUSTOMER SUPPORT SERVICES

5.1. Standard Customer Support Services, included in each subscription plan, cover support requests during standard business hours ("Business Hours" means 09.00-18.00 Estonian time, Monday to Friday, excluding national and public holidays) and routine tasks such as troubleshooting, guidance on using the Services, and resolving issues related to the functionality of the Services. For any support requests outside active hours or for non-routine tasks, such as custom configurations or integrations, the Parties shall agree on the applicable terms and fees.

5.2. All customer support requests shall be addressed to support@cataloop.com. A ticket (“Ticket”) shall be created by Cataloop for each request.

5.3. A description of the problem, the start time and/or the time when the Customer became aware of the problem is required from the Customer when requesting Customer Support Services. Cataloop may request and the Customer is obliged to provide additional information and to otherwise cooperate with and reasonably assist Cataloop in order to solve the issue.

5.4. Cataloop is obliged to register the Customer's requests and to respond according to the following principles, whereas the terms used below shall have the following meaning: (i) "Problem" means a defect or issue which materially degrades the Services; (ii) "Respond" means acknowledgement of Customer's request; (iii) "Workaround" means a change in the use of the Services to avoid a Problem without materially impairing the Customer's use of the Services; (iv) "Fix" means the repair or replacement of Services component to materially remedy the Problem. Cataloop shall reasonably and objectively assess the severity of the Problem and shall classify the Problem as set out below:

7. FEES AND PAYMENTS

7.1. The Customer shall pay for the Platform Services in accordance with the Agreement and the selected subscription plan terms. Access to and use of the Platform is conditional upon a prepaid Subscription Fee for each monthly or yearly Subscription Term. Certain features of the Services may require the use of paid credits, available for purchase as outlined in the applicable subscription plan or on the Platform. Note that such credits may be subject to expiry periods and if not otherwise stated shall expire at the end of the current Subscription Term. Except as expressly otherwise provided, all fees, including the Subscription Fee prepayments and purchased credits are non-refundable. All fees are stated exclusive of any taxes, duties and levies which shall be added as applicable. Payment methods are specified on Cataloop's website. Cataloop may use third-party service providers in order to set up automatically recurring payments.

7.2. Current valid Subscription Fees are available on Cataloop's website. Cataloop may from time to time amend the Subscription Fees, taking effect from the next Subscription Term.

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

7.4. Automatic recurring payments shall be charged 1 day prior to the commencement of the next Subscription Term. In case no automatic recurring payments apply, Cataloop shall issue invoices with a payment term of at least 10 days, whereas invoices shall be due 1 business day prior to the commencement of the next Subscription Term. 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 or discounted trial (if available) of the Platform Services, or otherwise accesses or uses the Services. The Agreement automatically renews for unlimited successive monthly or yearly 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 with notice to the Company. In such case, the Agreement shall continue in force throughout the current Subscription Term determined as at time of Cataloop's receipt of the termination notice and shall terminate at the end of such Subscription Term.

8.3. Cataloop may terminate the 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 Cataloop, which may include but is not limited to: (i) the Customer's failure to meet any payment obligations under the Agreement; (ii) the Customer's or its Users' breach of any material obligations detailed in these Service Terms or otherwise agreed upon between the Parties; (iii) the Customer or its Users violating any applicable laws or regulations, (iv) the Customer or its Users engaging in activities that compromise the security, integrity, or availability of the Platform or Cataloop's systems, (v) the Customer or its Users breaching any applicable policy of Cataloop (vi) the Customer failing to remedy any breach within 5 days of receiving written notice from Cataloop, or (vii) the Customer or its Users repeatedly breaching the Agreement. Cataloop may also terminate the Agreement if (a) there is a change in control of the Customer that, in Cataloop's reasonable discretion, may adversely affect the relationship between the Parties, or (b) the Customer becomes or is in Cataloop'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 Cataloop 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 these Service Terms), provided that a cure period of at least 10 business days has been granted to Cataloop and unsuccessfully lapsed.

8.5. The suspension of access to the Services or termination of the Agreement due to circumstances attributable to the Customer or its Users does not constitute grounds for reclamation or compensation of any prepaid Subscription Fees. Further, the Customer agrees that Cataloop 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) Cataloop shall immediately cease provision of the Services and all rights of access and use and licenses granted under the Agreement shall terminate alongside with the Customer's and Users' access to the Platform; (ii) Customer shall pay all payables for any Services rendered until termination of the Agreement); (iii) 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 of these Service Terms shall survive the expiration or termination of the Agreement.

9. WARRANTIES

9.1. This Section 9 of the Service Terms sets forth the sole and exclusive warranty given by Cataloop (express or implied) with respect to the subject matter of the Agreement. The Services and the Platform are provided by Cataloop on an "as is" basis, without any representations, warranties, or conditions of any kind. Cataloop, 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, whether arising from contract or law. Furthermore, the Customer acknowledges that Cataloop 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. Cataloop 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 Cataloop's control.

10. LIMITATIONS OF LIABILITY

10.1. Cataloop 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 the Agreement or otherwise with the use of the Services, even if Cataloop has been advised of the possibility of such damages. Cataloop 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, Cataloop's total aggregate liability under or in connection with an 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, Cataloop'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 10 of the Service Terms shall not apply to damages arising from Cataloop's wilful misconduct, gross negligence, 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 or misappropriate any third party intellectual property right, Cataloop shall defend the Customer and its directors, officers and employees against the claim at Cataloop's expense and subject to the limitations on liability set out in the Agreement, Cataloop shall pay losses, damages and expenses finally awarded against such parties or agreed to in a written settlement agreement signed by Cataloop, to the extent arising from the claim. Cataloop shall have no liability for any claim based on (i) the Customer Data, (ii) unauthorised modification of the Services, (iii) use of the Services other than in accordance with the Agreement or any applicable Cataloop'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, Cataloop 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 Cataloop that the Customer Data infringes or misappropriates any third party intellectual property rights or the Customer Data or use of the Services by the Customer 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 Cataloop 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 12 of the Service Terms 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 of the Service Terms, the relevant Party loses its right to seek indemnification with regard to the relevant claim.

13. SERVICE LEVEL

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

13.2. For all occasions of permitted downtime, Cataloop 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 Cataloop fails to meet the required System Availability due to complete service unavailability, Cataloop 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 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. For annual Subscription Terms, the monthly Subscription Fee is found by dividing the annual Subscription Fee by 12.

13.4. The remedy stated in this Section 13 of the Service Terms is the Customer's sole and exclusive remedy for any interruption in the availability of Platform Services and Cataloop's failure to meet the required System Availability. The Customer expressly waives any other remedies, whether available under contract or law.

14. CONFIDENTIALITY

14.1. During the term of the Agreement and for 2 years thereafter, 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 the 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 accountants, professional advisors, credit institutions and bona fide parties involved in fundraising or M&A activities.

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.

14.4. Unless otherwise agreed in writing, and subject to the Customer's standard trademark usage guidelines as provided to Cataloop from time to time, Cataloop may use the Customer's name, logo, trademarks, feedback, and testimonials in its marketing and publicity materials (including its website) to reference the Customer's use of Cataloop's services. Subject to Cataloop's prior consent and compliance with Cataloop's trademark and brand guidelines, the Customer may use Cataloop's name, logo, and trademarks in its marketing and publicity materials (including its website) to reference its use of the Services.

15. PERSONAL DATA

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

15.2. By submitting any personal date to the Platform, the Customer understands and agrees that Cataloop shall process personal data in accordance with the Agreement and its current privacy policy. In doing so, Cataloop may act both as a data processor and a data controller as further set out in Cataloop's current privacy policy. The Customer is required to have lawful basis and to make all necessary disclosures before including personal data in Customer Data 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 Data, including any information which any User shares with Cataloop on the Customer's behalf.

15.3. For data processing by Cataloop on behalf of the Customer, the data processing addendum attached as Schedule 1 shall apply.

16. NOTICES

16.1. Except as otherwise permitted in the Agreement, notices under the 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. Cataloop may at any time amend these Service Terms and other policies and documents applicable to an Agreement. In case the amendment materially adversely affect the Customer's rights as reasonably assessed by Cataloop, the Customer may terminate its Agreement by e-mail notice sent to Cataloop within 10 days as of the date of Cataloop's notice of the amendments. Late notices shall not be regarded as valid. No termination rights apply if amendments are required due to changes in applicable laws, regulations or requirements established by any relevant supervisory body or authority. 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 Subscription Term.

18. NON-EXCLUSIVITY

18.1. The Services are provided on a non-exclusive basis. Nothing in the Agreement shall be deemed to prevent or restrict Cataloop'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 Cataloop, transfer or assign its rights and/or obligations hereunder to a third person. Cataloop may without consent of the Customer transfer or assign the Agreement or any rights or obligations hereunder to its Affiliates or, in case of transfer of Cataloop's relevant business, to a third party.

21. SEVERABILITY

21.1. If any clause in these Service Terms or 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.

Schedules:

1. Cataloop Data Processing Addendum.