Terms & Conditions
dwreTeam Limited Liability Company (hereinafter "we", "us", "our", or "dwreTeam") defines the following Terms & Conditions (hereinafter "Terms & Conditions", "Terms", or "Agreement") in regards to the Software Solutions owned and/or distributed by dwreTeam, as well as in regards to the Services of dwreTeam directly related to such Software Solutions.
By downloading, retrieving and/or installation through/via any of the Software Marketplaces, or receiving somehow else, and/or using Software Solutions owned and/or distributed by dwreTeam, or contracting any Services of dwreTeam in regards to such Software Solutions, you agree to the terms of this Agreement, as updated from time to time.
If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms, in which case the terms "Client" "you" or "your" shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not accept this Agreement and shall not be permitted to download, retrieve or install through/via any of the Software Marketplaces, or receive somehow else, and/or use any of the Software Solutions owned and/or distributed by dwreTeam, as well as you shall not be permitted to contract any Services of dwreTeam in regards to such Software Solutions.
Furthermore, by accepting this Agreement you represent and warrant that any and all information you provide us in any Contracts, Orders, or through/via any of the Software Marketplaces, is true, accurate and complete. The provision of false or fraudulent information is strictly prohibited.
As used herein, the following definitions shall apply:
- "Terms" or "Agreement" means these Terms & Conditions as stated above, including all materials and links referred to herein.
- "Client" or "you" means the individual or legal entity acquiring Usage License for the Software Solutions owned and/or distributed by dwreTeam, or contracting any Services of dwreTeam in regards to such Software Solutions,.
- "Parties" means Client, or you, together with dwreTeam, or us.
- "Software Solution" or "Solution" implies software owned and/or distributed by dwreTeam. The only official public listing of such software is provided at our website in the Solutions section.
- "Usage Licence" is the licence granting you the rights to use specific Software Solution, modify and improve it to your requirements and till the extent allowed by this Agreement.
- "Services" are any kind of Services perfomed by dwreTeam in regards of the Software Solutions, including, but not limited to, installation, integration, customization, maintenance, enhancement, support and training.
- "Order" is one of the following: (i) a contract signed in written, or via electronic signature, between the Parties, enabling Usage License to the Software Solution(s), (ii) contract signed in written, or via electronic signature, between the Parties, for the provision of the certatin Service(s), (iii) any kind of subscription, enabling Usage License to the Software Solution(s), made via submission of the online form of any of the Software Marketplaces.
- "Business-Users" (singular "Business-User") are companies or organizations, which are Client's customers or partners, Client provisions its services to.
- "End-Users" (singular "End-User") are individuals, who the customers of Client or of its Business-Users, or end-users with whom Client or its Business-Users interact, or provision the services to.
1. Software Solutions and Services
a. Any Software Solution owned and/or distributed by dwreTeam is unique and has valuable differentiations from the offerings of other vendors. Software Solution may be either a Standalone Software or a Plugin (also referred to as a "Plugin", "Package", "Cartridge" and, as may be combined, "Plugins", "Packages", "Cartridges") to the Platform, or a Platform-based foundation which implies adaptation and integration.
b. All Services offered by dwreTeam is regards of the Software Solutions aimed to simplify integration of the Software Solutions into Client's ecosystem, reach out the specific goals of Client, help Client to get most from the Software Solutions.
2. Proprietary Rights
a. Ownership. Neither Party grants the other any Rights or Licenses not expressly set out in this Agreement. Except for dwreTeam's Rights under this Agreement, between the Parties, Client retains all intellectual property and other rights in its intellectual property, as well as to the modifications or improvements made by Client to any Software Solution, which Client has valid Usage License for, unless if such modifications or improvements conflict with the Source Code Modification Permissions from the Agreement. Except for Client's rights under this Agreement, dwreTeam and its licensors retain all intellectual property and other rights in and to all Software Solutions, including source code, templates, documentation, help files, tutorials, dashboards, as well as including any modifications or improvements made by dwreTeam to any Software Solution. If Client provides dwreTeam with feedback or suggestions regarding the Software Solutions or other dwreTeam offerings, dwreTeam may use the feedback or suggestions without restriction or obligation.
b. Data. Software Solutions of dwreTeam do not send any data to dwreTeam or its affilites, as well as Software Solutions, which Client acquired Usage License for, do not provide any kind of technical capabilities allowing dwreTeam personell or its contractors to get access to the data generated and/or operated by the Software Solutions, unless Client added such an option at his risk, which is out of responsibility of dwreTeam. Since dwreTeam does not collect and/or operate any Client data by mean, dwreTeam can not have and does not have any rights for the data generated and/or operated by the Software Solutions.
3. Limited License
a. Usage Licence. Subject to the terms and conditions set forth herein (including without limitation payment of the applicable fees), and during the term of this Agreement only, Client may use Software Solutions only for its internal business purposes in accordance with the terms of this Agreement, including any usage limits on an applicable Order. Permission for the usage is limited to (i) Client's employees, (ii) contractors acting for the sole benefit of Client (both together are "Permitted Users", singular "Permitted User"), (iii) End-Users of Client, in case Software Solution is intended to ensure specific services for individuals, but only till the extent required to provision such services, (iv) Business-Users of Client, but only if that is explictly permitted by dwreTeam in the applicable Order, or in the Addendum to the applicable Order signed between the Parties, and only till the extent required to ensure the services Client provides to its Business-Users. Client is responsible for ensuring that its information for the Order is accurate, current and complete.
b. Open Source Software. Software Solutions, as well as any modified to improved parts of the ones made by dwreTeam, may include certain open source components owned by a third party that are subject to open source licenses ("Open Source Software"). Some of the Open Source Software is not subject to the terms and conditions of these Terms. Instead, each item of such Open Source Software is licensed under the applicable license terms which accompany such Open Source Software. Nothing in these Terms limits your rights under, nor grants you rights that supersede, the terms and conditions of any applicable license terms for the Open Source Software.
c. Source Code Modification Permissions. Source code of the Software Solution, if the one has provisioned to Client due to technological specifics of the environment Software Solution runs in, or due to any other reason, is allowed be modified by Client, or contractors acting for the sole benefit of Client, except pieces of the source code, modules or files, which are encoded, minified, or somehow else changed to reduce source code readability, hide or make harder for understanding business logic and/or the implementation specifics of the Software Solution (hereafter "Encoded Code"). Any kind of modification of the Encoded Code is prohibited and may lead to the Usage License suspension or termination, depending on the decision of dwreTeam.
d. Presentation Restrictions, Sharing and Reselling Prohibitions. Client is strictly prohibited to (i) present Software Solution as its own, or as designed, implemented, modified, or improved by Client, or in any kind of cooperation with dwreTeam, or as designed, implemented, or somehow else made by dwreTeam for Client, or to address Client's needs, (ii) advertise, present, offer, share or sell any kind of software, which is based on, relies at or uses Software Solution without a permit from dwreTeam directly granted in the applicable Order, or in the Addendum to the applicable Order signed between the Parties, (iii) sell, or resell Software Solution, or access to it in any form, (iv) make Software Solution source code public, or sell it in any form. Violating any of the terms listed in this section results in termination of the Client's Usage License.
4. Limitations of Use
a. Client's use of the Software Solutions shall be limited to its own internal business use except as specifically permitted herein, Client shall not (i) sell, license (or sub-license), lease, assign, transfer, pledge or share any of its rights under this Agreement with/to any other party, entity or person, (ii) transfer, distribute, copy all or any part of the Software Solutions and/or the dwreTeam materials, (iii) refer to the Software Solutions by use of framing and/or deep-linking, (iv) make use of the Software Solutions or distribute any part thereof in any jurisdiction where same is illegal or where such use or distribution would subject dwreTeam or its affiliates to any registration requirement within such jurisdiction or country (v) use, encourage, promote, facilitate or instruct others to use the Software Solutions for any illegal, harmful or offensive use, (vi) promote any content, products, services, or other information that may be illegal to sell or promote under any applicable law or may reasonably be perceived to be unlawful, inflammatory, offensive or otherwise inconsistent with the spirit of dwreTeam's Software Solutions, brand or image, (vii) transmit any viruses or other harmful, infringing, illegal, disruptive or destructive content, messages or files, (viii) access the Software Solution through unauthorized means, including, without limitation, any data mining, robots/bots, or similar data gathering and extraction tools to extract for re-utilization of any parts of the Software Solution (ix) distribute, publish, send or facilitate the sending of unsolicited mass messages, promotions, advertising, or solicitations (e.g. "spam") including unlawful commercial advertising and informational announcements as further described in Section 4.b, (x) distribute, publish, send, or facilitate the sending of any inappropriate, inaccurate, misleading, fraudulent or otherwise illegal content or content which infringes intellectual property rights of third parties or their right for privacy, (xi) modify, translate, reverse engineer, decompile, disassemble (except to the extent applicable laws specifically prohibit such restriction), make any attempt to discover the encoded pieces of the Software Solutions source code or create derivative works thereof, (xii) remove any copyright, trademark or other proprietary rights notices contained in the Software Solution, (xiii) remove, change or modify any trademarks from or attach any additional trademarks to the Software Solution, (xiv) use the Software Solutions in a manner that subjects any part thereof to any obligation to disclose or distribute the source code thereof and/or that may cause others to have the right to modify or create derivative works thereof, or cause them to become redistributable at no charge. Client is solely responsible for obtaining, paying for, repairing and maintaining all the equipment, software, hardware and services required for Client to access and operate the Software Solutions.
b. Client shall not use the Software Solutions in a manner that violates generally recognized industry guidelines, including, without limitation, (i) using non-permission based email lists (i.e., lists in which each recipient has not explicitly granted permission to receive emails from Client by affirmatively opting-in to receive those emails), (ii) using purchased or rented email lists, (iii) using third-party email addresses, domain names, or mail servers without proper permission, (iv) sending emails to non-specific addresses (e.g., webmaster@domain.com or info@domain.com), (v) sending emails that result in an unacceptable number of spam or unsolicited commercial email complaints (even if the emails themselves are not actually spam or unsolicited commercial email), (vi) failing to include a working "unsubscribe" link in each email that allows the recipient to remove themselves from Client's mailing list, (vii) failing to comply with any request from a recipient to be removed from Client's mailing list within ten (10) days of receipt of the request, (viii) failing to include in each email a link to the then-current Privacy Policy applicable to that email, (ix) using misleading subject headings or other content or disguising the origin or subject matter of any email or falsifying or manipulating the originating email address, subject line, headers or transmission path information for any email, (x) failing to include in each email Client's valid physical mailing address or a functioning link to that information, (xi) failing to note in the heading and at the beginning of advertising messages that the transmission is an advertisement and (xii) including "junk mail", "chain letters", "pyramid schemes," incentives (e.g., coupons, discounts, awards or other incentives) or other material in any email that encourages a recipient to forward the email to another recipient.
5. Client Obligations
a. Compliance with Law. Client represents, warrants and covenants to dwreTeam that Client's use of the Software Solutions shall comply with the limitations of use in Section 4 and all applicable laws, rules or regulations of any jurisdiction, including, without limitation, those relating to (i) communication by telephone, text/SMS/MMS message or email for advertising, marketing or other purposes, (ii) monitoring or recording of electronic or telephonic communications, (iii) the privacy, security or protection of ‘personal data' or ‘personal information', as such terms are defined under privacy laws (collectively, "Personal Information"), including, without limitation, as applicable to the collection, storage, retention, processing, transfer, disclosure, sharing, disposal or destruction of Personal Information, (iv) requirements for websites and mobile applications, online behavioral advertising, or online tracking technologies, or (v) applicable economic or financial sanctions or trade embargoes, including those administered by the U.S. government through the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC") or the U.S. Department of State, or the Israeli government (collectively, "Laws"). Without limiting the foregoing, Laws include the Telephone Consumer Protection Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act, the Do-Not-Call Implementation Act, the Controlling the Assault of Non Solicited Pornography and Marketing Act of 2003, the Children's Online Privacy Protection Act ("COPPA"), the Federal Trade Commission Act, the California Consumer Privacy Act ("CCPA"), other state privacy, data security and breach notification laws, state consumer protection laws, the European Union's General Data Protection Regulation (2016/679) ("GDPR") and Privacy and Electronic Communications Directive 2002/58/EC (the "ePrivacy Directive"), the United Kingdom's Data Protection Act 2018 (together with the GDPR, the ePrivacy Directive and any national legislation implementing either, "European Data Protection Law"), Canada's Personal Information Protection and Electronic Documents Act, Canada's Anti-Spam Legislation (S.C. 2010, c 23), the U.S. Trading with the Enemy Act of 1917, the U.S. International Emergency Economic Powers Act, the Israeli Trading with the Enemy Ordinance of 1939, and any legislation and/or regulation implementing or made pursuant to, or which amends, replaces, re-enacts or consolidates, any of the foregoing. For purposes of this Agreement, Laws also include the Cellular Telecommunications Industry Association (CTIA) Messaging Principles and any other applicable self-regulatory rules or codes of conduct, as amended from time to time, including, without limitation, such rules and guidelines issued by the Mobile Marketing Association and telecommunications providers. You also represent, warrant and covenant that you are not identified on the OFAC list of Specially Designated and Blocked Persons or any other U.S. or Israeli list of restricted parties, are not operating from, established under the laws of, or ordinarily resident in Cuba, Iran, Lebanon, North Korea, Syria, or the Crimea region of Ukraine (each a "Sanctioned Country" and collectively the "Sanctioned Countries"), and will not use, or provide access to the Software Solutions in a Sanctioned Country.
b. Privacy and Cookie Notices. Client shall provide and make available to End-Users a privacy notice that describes the collection, use and disclosure of End-Users' Personal Information in connection with Client's use of the Software Solutions, including without limitation, such collection, use and disclosure contemplated by this Agreement. If Client is subject to the GDPR or ePrivacy Directive or other Laws requiring Client to give notice of, or obtain consent to, the use of cookies or similar technologies on Client's websites or other online services, then Client shall give such notices and obtain such consents with respect to any dwreTeam cookies or similar technologies utilized on Client's websites or other online services.
c. Permitted Users, End-Users, Business-Users. Client shall ensure that each of Client's Permitted Users, End-Users and Business-Users (collectively, "Users", singular "User") is legally bound by Client's terms of use, terms of service or such other legally binding agreement between Client and each such User in a manner that prohibits Users from infringing or otherwise violating third-party rights including, without limitation, third-party intellectual property rights. Client is solely responsible for all acts, omissions and activities of Permitted Users, End-Users and Business-Users including their compliance with this Agreement.
d. Sending Messages to End-Users using the Software Solutions. To the extent that dwreTeam provides Client functionality that allows Client to send Client communications by telephone, text/SMS/MMS message or email to End-Users, including, without limitation, marketing and advertising communications ("Client Messages"), Client agrees not to send any unsolicited, commercial communications. Further, Client acknowledges that Client is solely responsible for all content of Client Messages created by or on behalf of Client and for Client's compliance with all Laws in connection with Client's use of the Software Solutions to send Client Messages. Accordingly, and notwithstanding any representation or warranty disclaimer in the Agreement, Client represents, warrants and covenants that: (i) each End-User or other recipient of Client Messages or other communications has been given clear and conspicuous notice prior to the collection of his or her phone number, email address and/or other contact information that such information may be collected, used or shared to facilitate sending Client Messages to such recipient and as contemplated in this Agreement and (ii) each End-User or other recipient of applicable communications has given all consents required by Law to receiving commercial email and other forms of communication, including, but not limited to, consent to receive the Client Messages.
e. Limits on Certain Messages. By using functionality of the Software Solutions which allows send Client Messages to End-Users, Client agrees to make End-Users aware of their right to opt out of any future messages, as required by law. Client is responsible for honoring all opt-out requests from End-Users. Client must use a valid telephone number. Phone numbers such as landline numbers that cannot receive SMS/MMS or text messages are not eligible to be used by the Software Solutions. Client hereby acknowledges and agrees that: (i) dwreTeam merely plays a technical role in processing Client Messages sent by Client, (ii) that Client is the sender of any Client Messages for purposes of Laws, (iii) dwreTeam has no relationship with or any obligation to any End-User or any other person or entity with to whom Client provides services utilizing the Software Solutions ("End-User Services"), none of whom is a third-party beneficiary of this Agreement, and (iv) Client shall have sole responsibility and liability for any Client Messages and for compliance with any Laws related to End-User Services.
6. Usage License Suspension
dwreTeam may suspend Client's Usage Licence for the Software Solution if Client breaches Section 4 (Limitations on Use) or Section 5 (Client Obligations), if Client's License Fee is thirty (30) days or more overdue or if Client's actions risk harm to other Clients or the security, or business reputation dwreTeam. Where practicable, dwreTeam will use reasonable efforts to provide Client with prior notice of the suspension. Once Client resolves the issue requiring suspension, dwreTeam will promptly restore Client's Usages License for the Software Solution in accordance with this Agreement. dwreTeam reserves the right, but is not obligated, to monitor and audit Client's use of the Software Solutions for any reason or no reason, without notice, to ensure Client's compliance with this Agreement.
7. Representations and Warranties
a. In addition to representations and warranties made elsewhere in this Agreement, Client represents and warrants to dwreTeam that it shall comply with all Laws, including without limitation, TCPA, CAN-SPAM Act and the Digital Millennium Copyright Act.
b. dwreTeam represents that, shall, to dwreTeam's knowledge, dwreTeam not infringe on the rights, including without limitation, intellectual property rights, of any third party.
8. Confidentiality
a. During the term of this Agreement, either party (as the "Disclosing Party") may disclose or make available to the other party (as the "Receiving Party") information about its business affairs, products/services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information shall not include information that, at the time of disclosure: (i) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this Section 8 by the Receiving Party or any of its Representatives, (ii) is or becomes available to the Receiving Party on a non-confidential basis from a third-party source, provided that such third party is not and was not prohibited from disclosing such Confidential Information, (iii) was known by or in the possession of the Receiving Party or its representatives before being disclosed by or on behalf of the Disclosing Party, (iv) was or is independently developed by the Receiving Party without reference to or use, in whole or in part, of any of the Disclosing Party's Confidential Information; or (v) is required to be disclosed under applicable federal, state or local law, regulation, or a valid order issued by a court or governmental agency of competent jurisdiction.
b. The Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing Party's Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care, (ii) not use the Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; and (iii) not disclose any such Confidential Information to any person or entity, except to the Receiving Party's Representatives who need to know the Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights or perform its obligations under the Agreement.
c. The provisions of this Section 8 shall survive the natural expiration or termination of this Agreement for any reason for a period of three (3) years.
9. Privacy and Data Protection
dwreTeam does not receive or collect any kind of End-User data of Client, thus Client shall make sure to comply with a law when the End-User data Client retrieves or operates on, using Software Solutions, is a subject to the data protection laws, including European Data Protection Law or the CCPA.
10. Disclaimers
a. Except as expressly provided herein: (i) Software Solutions, including without limitation any and all dwreTeam materials, and the Services (including without limitation installation, integration, customization, maintenance, enhancement, support and training services) are provided by dwreTeam "as is" and without warranties of any kind either expressed or implied; (ii) to the fullest extent permissible pursuant to applicable law, dwreTeam disclaims all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability, non-infringement and fitness for a particular purpose; (iii) dwreTeam does not warrant that the dwreTeam materials, Software Solutions will be error-free; and (iv) dwreTeam does not warrant or make any representations that Client's use of the Software Solutions will comply with laws or otherwise relating to the use or the results of the use of the Software Solutions, the dwreTeam materials or other content made available in terms of their correctness, accuracy, reliability, or otherwise. Client is responsible for evaluating the capabilities and features of the Software Solutions and making its own determination about whether Client is able to use the Software Solutions in compliance with laws. Client is responsible for taking all precautions it believes necessary or advisable to protect it against any claim, damage, loss or hazard that may arise by virtue of its use of or reliance upon dwreTeam's website, or the Software Solutions. dwreTeam additionally disclaims all warranties related to third-party telecommunications providers, third-party data processing services, third-party data storage services. Software Solutions should not be used for emergency communications and dwreTeam will have no liability arising from such use.
b. Client acknowledges, that email and text/sms/mms messages are insecure mediums that are generally not encrypted in transit and security of information transmitted through the internet can never be guaranteed and, accordingly, dwreTeam is not responsible for any interception or interruption of any communications through the internet or for changes to or loss of Client data in connection with the Software Solutions.
11. Limitation of Liability
a. To the maximum permitted under law, under no circumstances whatsoever will dwreTeam nor its respective affiliates or partners, nor any of its or their respective officers, directors, employees, shareholders, agents, licensors, subcontractors or suppliers be responsible or liable, under any legal theory, whether based in contract, tort or otherwise, for any compensatory, direct or indirect, incidental, or consequential damages, including without limitation any lost profits and lost business opportunities, business interruption, revenue, income, goodwill, use, data or other intangible losses or special, exemplary, or punitive damages that result from or relate in any manner whatsoever to this agreement or the matters contemplated herein, even if advised of the possibility of such damages. Notwithstanding anything to the contrary, in the event that dwreTeam is found liable or responsible to you for any claim, loss, damage or expense in connection with these Terms and/or the matters contemplated herein, dwreTeam's aggregate liability to you shall be limited to $100.00.
b. Some jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply where such limitations are inapplicable.
c. You recognize and agree that the warranty disclaimers and liability and remedy limitations in these Terms are a material, bargained-for basis of these Terms and that they have been taken into account and reflected in the decision by dwreTeam to offer to you and by you to use the Software Solutions and Services.
12. Third-party Services
a. Client may choose to use Software Solutions with certain API(s), service(s), platform(s), publisher(s), add-on, website(s), or product(s) (hereinafter "Third-party Services") that Client elects to integrate or enable to use with the Software Solutions. For certain Software Solutions, Client will have to use required Third-party Services, if that is implied by the Software Solution, e.g. Salesforce B2C Commerce Integration Cartridges or Salesforce Lighting Web Components may require the appopriate Third-party Services to connect to. Third-party Services are not responsible for the Software Solutions or the obligations between dwreTeam and Client pursuant to these Terms. Use of Third-party Services is subject to Client's agreement with the relevant provider and not this Agreement. dwreTeam does not control and has no liability for Third-party Services, including their security, functionality, operation, availability or interoperability or how the Third-party Services or their providers use any and all data including (without limitation) End-User data.
b. If Client is redirected to linked sites and content in connection with Client's use of any Third-party Service, dwreTeam recommends Client carefully read and abide by the Terms of Use and Privacy Policies of such sites and content. Any opinions, advice, statements, content, services, offers or other information expressed or made available by any Third-party Service, are those of the respective third-party author(s) or distributor(s) and do not necessarily state or reflect those of dwreTeam.
13. Term, Termination and Payment of Fees
a. This Agreement is effective between Client and dwreTeam as of the date of Client's accepting this Agreement. The Initial Term of activation your Usage License to the Software Solution is as specified on your Order. Thereafter, the term of this Agreement shall automatically renew for the Renewal Term as specified on your Order, unless a Party notifies the other Party in writing at least thirty (30) days in advance of the end of the then-current term that it does not wish to renew this Agreement. Notwithstanding the foregoing, for any Renewal Term, dwreTeam reserves the right upon written notice to Client at least thirty (30) days in advance of the end of the then-current term to increase the pricing in effect during the immediately preceding one-year period.
b. Either dwreTeam or Client may terminate this Agreement if: (i) the other Party is in material breach of the Agreement and fails to cure that breach within thirty (30) days after receipt of written notice; or (ii) the other Party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety (90) days.
c. In any event of termination of this Agreement by either Party, all rights granted hereunder shall immediately expire and any and all use and/or exploitation by Client and/or on its behalf of the Services or the Software Solutions, and any part thereof, shall immediately cease and expire. The following Sections shall survive termination or expiration of the Terms: 2, 7-9, 11-16.
d. dwreTeam's fees are exclusive of any taxes, levies, duties or similar governmental assessments of any nature, other charges, domestic or foreign imposed by any federal, state, or local tax authority with respect thereto including, for example, GST, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Client is responsible for paying all Taxes associated with Client's orders. If dwreTeam has the legal obligation to pay or collect Taxes for which Client is responsible under this Section 13, dwreTeam will invoice Client and Client will pay that amount unless Client provides dwreTeam with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, dwreTeam is solely responsible for Taxes assessable against it based on its income, property and employees.
14. Notices, Governing Law and Jurisdiction
a. This Agreement is to be construed in accordance with and governed by the laws of Ukraine, without giving effect to its provisions regarding conflict of laws. Each party hereby irrevocably consents to the subject to the exclusive jurisdiction and venue of the courts located in the city of Lviv, Ukraine, and each Party hereby irrevocably submits to the personal jurisdiction of such courts and waives any jurisdictional, venue, or inconvenient forum objections to such venue and courts.
b. All notices are to be sent in writing by email to contact@dwreteam.com with the subject line "Terms and Conditions Notice". Any such notices shall be deemed to have been given upon delivery.
15. Publicity
Client Name/Logo. dwreTeam may use Client's name and/or logo to identify Client as a dwreTeam customer, including without limitation, on dwreTeam's public website and marketing materials. Any such use shall be subject to dwreTeam's compliance with any written guidelines that Client may deliver to dwreTeam regarding the use thereof. Client hereby grants dwreTeam a non-exclusive, worldwide, royalty free and fully paid up right and license to utilize its name, logo, trade-marks and trade names for the purposes set forth above.
16. General
a. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable and if such provision is determined to be invalid or unenforceable nonetheless, the provision shall be deemed to be severable from the remainder of the Agreement and shall not cause the invalidity or unenforceability of the remainder of the Agreement.
b. Client acknowledges and agrees that dwreTeam has the right, at any time and for any reason, to redesign or modify the dwreTeam Materials and other elements of the Software Solutions or any part thereof.
c. This Agreement constitutes the entire agreement between Client and dwreTeam respect to the subject matter herein and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, including previous non-disclosure agreements between the parties. dwreTeam may update this Agreement from time to time. We will provide advanced notice of any material updates at least thirty (30) days in advance of the effective date by sending an email, or by similar means, provided however, dwreTeam may not be able to provide at least thirty (30) days prior written notice of material updates to this Agreement that result from changes in law, regulation, or requirements, directly or indirectly, from telecommunications providers. Except as otherwise specified by dwreTeam, updates will be effective upon the effective date indicated. The updated version of this Agreement will supersede all prior versions. Following such notice, Client's continued use of the Software Solutions or Services on or after the effective date of the updated Agreement constitutes Client's acceptance of such updated Agreement. If you do not agree to the updated version of this Agreement, you must stop using the Software Solutions and Services immediately.
d. No failure, delay or default in performance of any obligation of a party (other than a payment obligation) shall constitute an event of default or breach of this Agreement to the extent that such failure to perform, delay or default arises out of a cause, existing or future, that is beyond the control of such party, including action or inaction of governmental, civil or military authority; fire; strike, lockout or other labor dispute; flood, terrorist act; war; riot; theft; epidemic, pandemic or quarantine; earthquake, tornado or other natural disaster; failure or diminishment of power or telecommunications or data networks or services; distributed denial of service (DDoS) or other cyberattacks; or refusal of a license by a government agency. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.
e. Client may not assign this Agreement without the prior written consent of dwreTeam, not to be unreasonably withheld. Notwithstanding the above, Client may assign or transfer this Agreement, without the prior written consent of dwreTeam, to an affiliate or in connection with a sale or merger of all or substantially all of the Client's business or assets, provided that any such successor agrees to fulfill its obligations under this Agreement. Any unauthorized assignment by Client will be void and of no force or effect. dwreTeam may, without notice or consent, assign or transfer its rights and/or obligations (in whole or in part) under this Agreement.
f. Except as expressly stated herein, nothing in this Agreement shall be considered as granting any rights to third parties. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
g. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
h. dwreTeam may use subcontractors and permit them to exercise dwreTeam's rights (including without limitation the provision of customer support), but dwreTeam remains responsible for their compliance with this Agreement and for its overall performance under this Agreement.
i. In any event of a conflict or inconsistency between the terms herein and the terms of the Order, the terms of the Order shall prevail. Any additional or conflicting terms contained in purchase orders issued by Client with respect to the subject matter hereof are hereby expressly rejected and shall have no force or effect on the terms of this Agreement or any Order.
j. Except Client's payment obligations hereunder, Client and dwreTeam agree that any cause of action arising out of or related to this Agreement, the Services or the Software Solutions must commence within one (1) year after the cause of action should have reasonably been discovered, otherwise, such cause of action is permanently barred.
17. Contact Details
If you have any questions or comments regarding our Terms & Conditions, please send an email to contact@dwreteam.com with the subject line "Terms and Conditions Request".
Effective: Jan 20, 2025