1. SERVICES AND SUPPORT TERMS AND CONDITIONS

1.1 Subject to the terms of this Agreement, the Company will use commercially reasonable efforts to provide Customer the Services. The Services are delivered partially through a software application provided by the Company (the “Platform”). 

1.2 Subject to the terms hereof, Company will provide Customer with reasonable technical support services, including without limitation in accordance with the terms set forth in the Statement of Work (SOW), which you can find at the end of these Terms of Use as Exhibit A.

1.3 The personal data processing related to the provided Services is regulated by the Data Protection Agreement (DPA) included as integral part of this Agreement in Exhibit B. 

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms provided as part of the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Company or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels.

2.2 (i) Customer represents, covenants, and warrants that customer will use the Services only in compliance with this Agreement then in effect, publicly available online at the Company’s website “Terms of Use” and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation, reasonable costs and reasonable outside attorneys’ fees) in connection with any claim or action that arises from a violation of the foregoing or otherwise from Customer ’s use of Services, except to the extent the same arise out of the negligence or intentional misconduct of Company. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so to the extent legally permissible and may prohibit and use of the Services it believes may be (or alleged to be) in violation of the foregoing. (ii) Company represents, covenants, and warrants that Company will provide the Services only in compliance with and all applicable law and regulations and the terms of this Agreement. Company hereby agrees to indemnify and hold harmless Customer against arising from claims by a third party that Customer’s lawful and contractual use of the Company’s intellectual property directly infringes or misappropriates a third party’s Berne Convention signatory country intellectual property rights due to the Company’s gross negligence or willful misconduct or intentional misconduct of Customer.

2.3 Customer shall be responsible for maintaining ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer is responsible for issuing and managing their mobile device management system, and providing written instructions of the installation, enrollment, and/or data handling processes. Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer ’s knowledge or consent. The responsibility for such solutions described above shall under no circumstances pass on to the Company, unless agreed otherwise in writing.

2.4 Customer shall be responsible for ensuring the materials intermediated by the Company (and supplied by third parties) are taken care of when in its workers’ possession.

2.5 Subject to a separate subscription agreement, agreed in writing, the Company will retain materials to be supplied to, returned by or held for Customer in a secure location with proper security/surveillance and in compliance with applicable law.

2.6 Customer shall be responsible for submitting the correct information to the Platform in order for Company to perform the services. Any additional expenses incurred due to incorrect, incomplete, or insufficient information shall be covered by Customer.

3. CONFIDENTIALITY (NON-DISCLOSURE AGREEMENT, NDA); PROPRIETARY RIGHTS

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services, or any other non-public business or technical information, including personnel information, regarding the Customer that is disclosed or otherwise made accessible to Company. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2 Customer shall own all right, title and interest in and to the Customer’s Data. Company shall own and retain all right, title and interest in and to (a) the Services, Software (i.e. web platform and inventory management systems), all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

3.3 Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies, and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

4. PAYMENT OF FEES

4.1 Customer will pay Company either a pre-payment according to the provided offer and issued bill or direct credit card payment on the Platform using the payment service provider. Applicable fees are provided under the Order Form for the Services. Company reserves the right to change the fees or applicable charges and to institute new charges and fees at its sole discretion. Already placed orders are not subject to the fee change. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 120 days after Customer’s receipt of the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s Customer support department. Customer will pay the Company upfront for purchase of goods on the day an order is placed on the Platform.

4.2 Company may choose to provide post-payment through an invoice, in which case, full payment for invoice issued in any given month must be received by Company thirty (30) days after the date of receipt of the invoice by Customer. Unpaid amounts may, following notice to Customer of unpaid balances, be subject to a late interest payment charge of 0.05% per day on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service. Customer shall be responsible for all taxes associated with Services other than state, federal, or foreign taxes based on Company’s net income.

4.3  Should the Statement of Work, Company’s website, Order Form, offer or any other materials describe complimentary services or services included in a fee or a package, such complimentary services or services included in a fee shall be provided subject to specific terms and can be subject to subscribing to a specific minimum package or other service. 

4.4 All fees are exclusive of taxes, DUTIES, CUSTOMS, TAX AND OTHER LEGAL CHARGES which the Company will charge where applicable.

5. TERM AND TERMINATION 

Should the Customer not make payment for the shipping or any costs or Fees, the Company shall not have the obligation to provide the Service, ship the equipment nor store it for more than 90 days. Upon lapse of that 90 days period, the Company shall have the right to utilize the equipment at the expense of the Customer.

6. WARRANTY AND DISCLAIMER

6.1 Company shall maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to minimize the occurrence of such disruptions, promptly resolve the same and restore Services, and provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, COMPANY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES AND IMPLEMENTATION

SERVICES ARE PROVIDED “AS IS” AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 

6.2 UNDER NO CIRCUMSTANCES, (INCLUDING, BUT NOT LIMITED TO: UPON ENTRY INTO A CONTRACT WITH A THIRD PARTY PROPOSED, ENDORSED OR REFERRED OR INTEGRATED THROUGH THE COMPANY) SHALL THE COMPANY BE LIABLE FOR ANY OBLIGATIONS, DAMAGES, STATEMENTS, OR COMMUNICATION OF THE THIRD PARTY RELATED DIRECTLY OR INDIRECTLY TO THE DELIVERY OF THE SERVICES BY THE COMPANY TO THE CUSTOMER.

6.3 THE COMPANY DOES NOT SUPPLY EQUIPMENT NOR ACT AS AN AGENT, DISTRIBUTOR, AFFILIATE, RESELLER, FACILITATOR, REPRESENTATIVE ETC. OF ANY EQUIPMENT SUPPLIERS IN THE RELATION TO THE CUSTOMER AND THE AGREEMENT. NOR SHALL THE COMPANY ASSUME ANY RESPONSIBILITY FOR THE EQUIPMENT PROVIDED BY ANY PROVIDERS OF THE EQUIPMENT OR FOR ANY OTHER OBLIGATIONS OF ANY EQUIPMENT PROVIDERS.

7. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE INDEMNITY OBLIGATIONS OF COMPANY UNDER SECTION 2.3 (ii), OR A BREACH OF CONFIDENTIALITY BY EITHER PARTY UNDER SECTION 3, NEITHER, COMPANY NOR CUSTOMER, NOR THEIR RESPECTIVE OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES (COLLECTIVELY, “COMPANY PARTIES”) SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) WITH RESPECT TO COMPANY AND THE COMPANY PARTIES FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND SUCH PERSON'S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 6 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SUCH PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT AS SPECIFICALLY STATED HEREIN, THE DOCUMENTATION, DELIVERABLES AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COMPANY DOES NOT WARRANT THAT: THE DOCUMENTATION OR DELIVERABLES WILL MEET CUSTOMER’S REQUIREMENTS; OPERATION OF THE DELIVERABLES WILL BE UNINTERRUPTED OR ERROR-FREE; OR ANY ERRORS WHICH MAY BE CONTAINED IN THE DELIVERABLES CAN OR WILL BE FIXED. TO THE FULLEST EXTENT PERMITTED BY LAW, RAAL.IO HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE DOCUMENTATION, DELIVERABLES AND SERVICES INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF ACCURACY, INTEGRATION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, EXCEPT AS SPECIFICALLY STATED HEREIN.

8. SEPARATE AGREEMENTS WITH OTHER SERVICE PROVIDERS 

For the purpose of equipping, financing, servicing, insuring etc. it’s equipment necessary for the workers, the Customer will have to subscribe to services of third parties such as sellers of equipment, etc. The Customer shall enter into direct contractual relationships with such third parties, will have the obligation to commercially assess the suitability of these suppliers and duly legally assess all the contractual documents and obligations arising from such agreements. The Company shall not assume any responsibility for such agreements, will not act as a contractual intermediary, endorser etc. 

9. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Company’s prior written consent, which consent will not be unreasonably withheld, conditioned or delayed; provided, however, either party may transfer or assign any of its rights and obligations under this Agreement without consent of the other party in the event of the sale of all or a majority of its stock or assets to a third-party acquiror provided that the acquiror shall be bound by such party’s obligations hereunder. This Agreement (including, for the avoidance of doubt, all related statements of work) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect whatsoever. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. 

10. APPLICABLE LAW AND SETTLEMENT OF DISPUTES

10.1 The Agreement is governed by the laws of the Republic of Estonia.

10.2 If the Customer is not satisfied with the activities of the Company, it has the right to file a complaint in writing to the Company. The Company shall make efforts to settle the disputes by means of negotiations. Other contractual disputes between the Customer and the Company shall also be sought to be settled by negotiations.

10.3 The Harju County Court in Tallinn, Estonia as the court of the first instance shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims). No Party will claim lack of personal jurisdiction or forum non conveniens in this court.