Terms and Conditions

AGREEMENT TO TERMS

These Terms of Use constitute a legally binding agreement made between
you, whether personally or on behalf of an entity (“you”) and
Datma S.A.(„Company”, „we”, „us”, „our”), concerning your access to and
use of the Datma app as well as any other media form, media channel,
mobile website or mobile application related, linked, or otherwise
connected thereto (collectively, the “Site”). You agree that
by accessing the Site, you have read, understood, and agree to be bound by
all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF
USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND YOU MUST
DISCONTINUE USE IMMEDIATELY.

Supplemental terms and conditions or documents that may be posted on the
Site from time to time are hereby expressly incorporated herein by
reference. We reserve the right, in our sole discretion, to make changes
or modifications to these Terms of Use at any time and for any reason. We
will alert you about any changes by updating the “Last
updated” date of these Terms of Use, and you waive any right to
receive specific notice of each such change. It is your responsibility to
periodically review these Terms of Use to stay informed of updates. You
will be subject to, and will be deemed to have been made aware of and to
have accepted, the changes in any revised Terms of Use by your continued
use of the Site after the date such revised Terms of Use are posted.

The information provided on the Site is not intended for distribution to
or use by any person or entity in any jurisdiction or country where such
distribution or use would be contrary to law or regulation or which would
subject us to any registration requirement within such jurisdiction or
country. Accordingly, those persons who choose to access the Site from
other locations do so on their own initiative and are solely responsible
for compliance with local laws, if and to the extent local laws are
applicable.

INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, the Site is our proprietary property and all
source code, databases, functionality, software, website designs, audio,
video, text, photographs, and graphics on the Site (collectively, the
“Content”) and the trademarks, service marks, and logos
contained therein (the “Marks”) are owned or controlled by us
or licensed to us, and are protected by copyright and trademark laws and
various other intellectual property rights and unfair competition laws of
the United States, international copyright laws, and international
conventions. The Content and the Marks are provided on the Site “AS
IS” for your information and personal use only. Except as expressly
provided in these Terms of Use, no part of the Site and no Content or
Marks may be copied, reproduced, aggregated, republished, uploaded,
posted, publicly displayed, encoded, translated, transmitted, distributed,
sold, licensed, or otherwise exploited for any commercial purpose
whatsoever, without our express prior written permission.

Provided that you are eligible to use the Site, you are granted a limited
license to access and use the Site and to download or print a copy of any
portion of the Content to which you have properly gained access solely for
your personal, non-commercial use. We reserve all rights not expressly
granted to you in and to the Site, the Content and the Marks.

USER REPRESENTATIONS

By using the Site, you represent and warrant that: (1) you have the legal
capacity and you agree to comply with these Terms of Use; (2) you are not
a minor in the jurisdiction in which you reside; (3) you will not access
the Site through automated or non-human means, whether through a bot,
script or otherwise; (4) you will not use the Site for any illegal or
unauthorized purpose; and (5) your use of the Site will not violate any
applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or
incomplete, we have the right to suspend or terminate your account and
refuse any and all current or future use of the Site (or any portion
thereof).

FEES AND PAYMENT

We accept the following forms of payment:

You may be required to purchase or pay a fee to access some of our
services. You agree to provide current, complete, and accurate purchase
and account information for all purchases made via the Site. You further
agree to promptly update account and payment information, including email
address, payment method, and payment card expiration date, so that we can
complete your transactions and contact you as needed. We bill you through
an online billing account for purchases made via the Site. Sales tax will
be added to the price of purchases as deemed required by us. We may change
prices at any time. All payments shall be in dollars.

You agree to pay all charges or fees at the prices then in effect for your
purchases, and you authorize us to charge your chosen payment provider for
any such amounts upon making your purchase.

We reserve the right to correct any errors or mistakes in pricing, even if
we have already requested or received payment. We also reserve the right
to refuse any order placed through the Site.

CANCELLATION

You can cancel your subscription at any time. Your cancellation will take
effect at the end of the current billing cycle.

If you are unsatisfied with our services, please email us at
hello@datma.io.

PROHIBITED ACTIVITIES

You may not access or use the Site for any purpose other than that for
which we make the Site available. The Site may not be used in connection
with any commercial endeavors except those that are specifically endorsed
or approved by us.

As a user of the Site, you agree not to:

USER GENERATED CONTRIBUTIONS

The Site does not offer users to submit or post content. We may provide
you with the opportunity to create, submit, post, display, transmit,
perform, publish, distribute, or broadcast content and materials to us or
on the Site, including but not limited to text, writings, video, audio,
photographs, graphics, comments, suggestions, or personal information or
other material (collectively, "Contributions"). Contributions
may be viewable by other users of the Site and through third-party
websites. As such, any Contributions you transmit may be treated in
accordance with the Site Privacy Policy. When you create or make available
any Contributions, you thereby represent and warrant that:

1. The creation, distribution, transmission, public display, or
performance, and the accessing, downloading, or copying of your
Contributions do not and will not infringe the proprietary rights,
including but not limited to the copyright, patent, trademark, trade
secret, or moral rights of any third party. 2. You are the creator and
owner of or have the necessary licenses, rights, consents, releases, and
permissions to use and to authorize us, the Site, and other users of the
Site to use your Contributions in any manner contemplated by the Site and
these Terms of Use. 3. You have the written consent, release, and/or
permission of each and every identifiable individual person in your
Contributions to use the name or likeness of each and every such
identifiable individual person to enable inclusion and use of your
Contributions in any manner contemplated by the Site and these Terms of
Use. 4. Your Contributions are not false, inaccurate, or misleading. 5.
Your Contributions are not unsolicited or unauthorized advertising,
promotional materials, pyramid schemes, chain letters, spam, mass
mailings, or other forms of solicitation. 6. Your Contributions are not
obscene, lewd, lascivious, filthy, violent, harassing, libelous,
slanderous, or otherwise objectionable (as determined by us). 7. Your
Contributions do not ridicule, mock, disparage, intimidate, or abuse
anyone. 8. Your Contributions are not used to harass or threaten (in the
legal sense of those terms) any other person and to promote violence
against a specific person or class of people. 9. Your Contributions do not
violate any applicable law, regulation, or rule. 10. Your Contributions do
not violate the privacy or publicity rights of any third party. 11. Your
Contributions do not contain any material that solicits personal
information from anyone under the age of 18 or exploits people under the
age of 18 in a sexual or violent manner. 12. Your Contributions do not
violate any applicable law concerning child pornography, or otherwise
intended to protect the health or well-being of minors. 13. Your
Contributions do not include any offensive comments that are connected to
race, national origin, gender, sexual preference, or physical handicap.
14. Your Contributions do not otherwise violate, or link to material that
violates, any provision of these Terms of Use, or any applicable law or
regulation.

Any use of the Site in violation of the foregoing violates these Terms of
Use and may result in, among other things, termination or suspension of
your rights to use the Site.

CONTRIBUTION LICENSE

You and the Site agree that we may access, store, process, and use any
information and personal data that you provide following the terms of the
Privacy Policy and your choices (including settings).

By submitting suggestions or other feedback regarding the Site, you agree
that we can use and share such feedback for any purpose without
compensation to you.

We do not assert any ownership over your Contributions. You retain full
ownership of all of your Contributions and any intellectual property
rights or other proprietary rights associated with your Contributions. We
are not liable for any statements or representations in your Contributions
provided by you in any area on the Site. You are solely responsible for
your Contributions to the Site and you expressly agree to exonerate us
from any and all responsibility and to refrain from any legal action
against us regarding your Contributions.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions,
ideas, feedback, or other information regarding the Site
("Submissions") provided by you to us are non-confidential and
shall become our sole property. We shall own exclusive rights, including
all intellectual property rights, and shall be entitled to the
unrestricted use and dissemination of these Submissions for any lawful
purpose, commercial or otherwise, without acknowledgment or compensation
to you. You hereby waive all moral rights to any such Submissions, and you
hereby warrant that any such Submissions are original with you or that you
have the right to submit such Submissions. You agree there shall be no
recourse against us for any alleged or actual infringement or
misappropriation of any proprietary right in your Submissions.

SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for
violations of these Terms of Use; (2) take appropriate legal action
against anyone who, in our sole discretion, violates the law or these
Terms of Use, including without limitation, reporting such user to law
enforcement authorities; (3) in our sole discretion and without
limitation, refuse, restrict access to, limit the availability of, or
disable (to the extent technologically feasible) any of your Contributions
or any portion thereof; (4) in our sole discretion and without limitation,
notice, or liability, to remove from the Site or otherwise disable all
files and content that are excessive in size or are in any way burdensome
to our systems; and (5) otherwise manage the Site in a manner designed to
protect our rights and property and to facilitate the proper functioning
of the Site.

TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the
Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE
RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR
LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN
IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING
WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT
CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW OR REGULATION. WE
MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT
OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE
DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited
from registering and creating a new account under your name, a fake or
borrowed name, or the name of any third party, even if you may be acting
on behalf of the third party. In addition to terminating or suspending
your account, we reserve the right to take appropriate legal action,
including without limitation pursuing civil, criminal, and injunctive
redress.

MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify, or remove the contents of the Site
at any time or for any reason at our sole discretion without notice.
However, we have no obligation to update any information on our Site. We
also reserve the right to modify or discontinue all or part of the Site
without notice at any time. We will not be liable to you or any third
party for any modification, price change, suspension, or discontinuance of
the Site.

We cannot guarantee the Site will be available at all times. We may
experience hardware, software, or other problems or need to perform
maintenance related to the Site, resulting in interruptions, delays, or
errors. We reserve the right to change, revise, update, suspend,
discontinue, or otherwise modify the Site at any time or for any reason
without notice to you. You agree that we have no liability whatsoever for
any loss, damage, or inconvenience caused by your inability to access or
use the Site during any downtime or discontinuance of the Site. Nothing in
these Terms of Use will be construed to obligate us to maintain and
support the Site or to supply any corrections, updates, or releases in
connection therewith.

GOVERNING LAW

These Terms shall be governed by and defined following the laws of Eurpean
Union. Datma S.A. and yourself irrevocably consent that the courts of EU
shall have exclusive jurisdiction to resolve any dispute which may arise
in connection with these terms.

DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy,
or claim related to these Terms of Use (each a "Dispute" and
collectively, the “Disputes”) brought by either you or us
(individually, a “Party” and collectively, the
“Parties”), the Parties agree to first attempt to negotiate
any Dispute (except those Disputes expressly provided below) informally
for at least 30 days before initiating arbitration. Such informal
negotiations commence upon written notice from one Party to the other
Party.

Binding Arbitration

Any dispute arising out of or in connection with this contract, including
any question regarding its existence, validity, or termination, shall be
referred to and finally resolved by the International Commercial
Arbitration Court under the European Arbitration Chamber (Belgium,
Brussels, Avenue Louise, 146) according to the Rules of this ICAC, which,
as a result of referring to it, is considered as the part of this clause.
The number of arbitrators shall be 3. The language to be used in the
arbitral proceedings shall be English.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute
between the Parties individually. To the full extent permitted by law, (a)
no arbitration shall be joined with any other proceeding; (b) there is no
right or authority for any Dispute to be arbitrated on a class-action
basis or to utilize class action procedures; and (c) there is no right or
authority for any Dispute to be brought in a purported representative
capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above
provisions concerning informal negotiations and binding arbitration: (a)
any Disputes seeking to enforce or protect, or concerning the validity of,
any of the intellectual property rights of a Party; (b) any Dispute
related to, or arising from, allegations of theft, piracy, invasion of
privacy, or unauthorized use; and (c) any claim for injunctive relief. If
this provision is found to be illegal or unenforceable, then neither Party
will elect to arbitrate any Dispute falling within that portion of this
provision found to be illegal or unenforceable and such Dispute shall be
decided by a court of competent jurisdiction within the courts listed for
jurisdiction above, and the Parties agree to submit to the personal
jurisdiction of that court.

CORRECTIONS

There may be information on the Site that contains typographical errors,
inaccuracies, or omissions, including descriptions, pricing, availability,
and various other information. We reserve the right to correct any errors,
inaccuracies, or omissions and to change or update the information on the
Site at any time, without prior notice.

DISCLAIMER

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT
YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE
FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR
IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING,
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR
REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S
CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL
ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR
INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY
DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF
THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS
AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION
STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR
FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY
BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY
ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE
OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED,
TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT,
ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE
ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED
WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR
OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE
RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY
PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR
SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST
JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

LIMITATIONS OF LIABILITY

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO
YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY,
INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST
REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SITE,
EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY
TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION,
WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY
YOU TO US. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW
LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF
CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE
DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE
ADDITIONAL RIGHTS.

INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our
subsidiaries, affiliates, and all of our respective officers, agents,
partners, and employees, from and against any loss, damage, liability,
claim, or demand, including reasonable attorneys’ fees and expenses,
made by any third party due to or arising out of: (1) use of the Site; (2)
breach of these Terms of Use; (3) any breach of your representations and
warranties set forth in these Terms of Use; (4) your violation of the
rights of a third party, including but not limited to intellectual
property rights; or (5) any overt harmful act toward any other user of the
Site with whom you connected via the Site. Notwithstanding the foregoing,
we reserve the right, at your expense, to assume the exclusive defense and
control of any matter for which you are required to indemnify us, and you
agree to cooperate, at your expense, with our defense of such claims. We
will use reasonable efforts to notify you of any such claim, action, or
proceeding which is subject to this indemnification upon becoming aware of
it.

USER DATA

We will maintain certain data that you transmit to the Site for the
purpose of managing the performance of the Site, as well as data relating
to your use of the Site. Although we perform regular routine backups of
data, you are solely responsible for all data that you transmit or that
relates to any activity you have undertaken using the Site. You agree that
we shall have no liability to you for any loss or corruption of any such
data, and you hereby waive any right of action against us arising from any
such loss or corruption of such data.

ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms
constitute electronic communications. You consent to receive electronic
communications, and you agree that all agreements, notices, disclosures,
and other communications we provide to you electronically, via email and
on the Site, satisfy any legal requirement that such communication be in
writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS,
ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES,
POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA
THE SITE. You hereby waive any rights or requirements under any statutes,
regulations, rules, ordinances, or other laws in any jurisdiction which
require an original signature or delivery or retention of non-electronic
records, or to payments or the granting of credits by any means other than
electronic means.

MISCELLANEOUS

These Terms of Use and any policies or operating rules posted by us on the
Site or in respect to the Site constitute the entire agreement and
understanding between you and us. Our failure to exercise or enforce any
right or provision of these Terms of Use shall not operate as a waiver of
such right or provision. These Terms of Use operate to the fullest extent
permissible by law. We may assign any or all of our rights and obligations
to others at any time. We shall not be responsible or liable for any loss,
damage, delay, or failure to act caused by any cause beyond our reasonable
control. If any provision or part of a provision of these Terms of Use is
determined to be unlawful, void, or unenforceable, that provision or part
of the provision is deemed severable from these Terms of Use and does not
affect the validity and enforceability of any remaining provisions. There
is no joint venture, partnership, employment or agency relationship
created between you and us as a result of these Terms of Use or use of the
Site. You agree that these Terms of Use will not be construed against us
by virtue of having drafted them. You hereby waive any and all defenses
you may have based on the electronic form of these Terms of Use and the
lack of signing by the parties hereto to execute these Terms of Use.

CONTACT US

In order to resolve a complaint regarding the Site or to receive further
information regarding use of the Site, please contact us at:

hello@datma.io