Terms & Conditions
WHEREAS:
- These Terms and Conditions (the “Terms”) which may be amended from time to time, set out the rights and obligations governing the relationship between us, CamCom, s.r.o., a company incorporated in the Slovak Republic, ID No.: 54 691 168, with its registered office at Zimná ul. 411/6, 945 01 Komárno, Slovak Republic (“CamCom”), specializing in the provision of software solutions, specifically the augmented reality virtual try-on software solution, as a software-as-a-service, and you as our client (the “Customer”; CamCom and the Customer collectively referred to as the “Parties” and individually as the “Party”).
- CamCom is a company developing the platform Auglio, an industry-agnostic AI-powered platform for visual inspections built on a computer vision stack (“Auglio Platform”).
- By signing the Order Form (the “Order”) of which these Terms are an integral part (including via online means and tools), you confirm that you have read the Order and these Terms and agree to be bound by and comply with them (the “Contract”).
NOW, THEREFORE, the Parties have agreed as follows:
- DEFINITIONS
In these Terms, unless the context otherwise requires, the following terms shall have the meanings ascribed to them below:
1.1. “Auglio Platform” means an industry-agnostic AI-powered platform for visual inspections built on a computer vision stack developed by CamCom.
1.2. “CamCom” refers to CamCom s.r.o., a company incorporated in the Slovak Republic, as defined in the introduction of these Terms.
1.3. “Customer” refers to a natural person or an entity entering into the Contract with CamCom, as defined in the introduction of these Terms.
1.4. “End Customer” means a third party authorized by the Customer to access and use the Services in accordance with these Terms.
1.5. “Force Majeure Event” means an event beyond the reasonable control of a Party, including but not limited to acts of God, war, terrorism, civil unrest, labor disputes, or any other circumstances that could not have been reasonably foreseen or prevented by the affected Party.
1.6. “Minimum Contract Term” means the minimum duration specified in the Order during which the Customer is committed to using the Service, as specified in Section 8.2.1 of this Agreement.
1.7. “Order” means the document of which these Terms are an integral part, outlining the specific terms and conditions of the Services provided by CamCom to the Customer.
1.8. “Partner” means a business partner of the Customer to whom the Customer sublicenses the license to use the Services under these Terms (especially Article 7);
1.9. “Personal Data” means any information relating to an identified or identifiable natural person, as defined under applicable data protection and privacy laws and regulations, including the General Data Protection Regulation (GDPR).
1.10. “Services” refers to the Augmented Reality Virtual Try-On software solution provided by CamCom to the Customer as a software-as-a-service (SaaS) via the internet.
1.11. “Subscription Fee” refers to the periodic payment made by the Customer to CamCom for the use of the Services, as detailed in Section 9.1 of these Terms.
1.12. “Support Services” refers to the technical support and assistance provided by CamCom to the Customer in relation to the Services, as set out in Section 4.
1.13. “Terms” means these Terms and Conditions.
All other terms used in these Terms shall be interpreted in accordance with their ordinary meaning unless the context otherwise requires. - INTERPRETATIONS
In order to clarify and expand on any ambiguous terms used in these Terms, the following explanations are provided:
2.1. “Internet” refers to the global system of interconnected computer networks that use the internet protocol suite (TCP/IP) to communicate between networks and devices.
2.2. “Update” means any modification, improvement, enhancement, or bug fix of the Services provided by CamCom that does not constitute a new version or a separate product.
2.3. “Domain” refers to the website address (URL) where the Services will be accessible to the Customer and its End Customers, as specified in the Order.
2.4. “Scheduled Maintenance” refers to planned downtime for the Services in order to perform necessary maintenance, updates, or improvements, as specified in Section 6.2 of these Terms.
2.5. “Downtime” refers to any period during which the Services is unavailable or non-functional due to technical issues, maintenance, or other factors, as described in Section 3.6 of these Terms.
2.6. “Text or Written Form” refers to any form of written communication, including but not limited to email, facsimile, or physical letters, used by the Parties to provide notices, reports, or any other correspondence required under the Contract. - SERVICES
3.1. The subject matter of the Contract is the provision of the augmented reality virtual try-on software solution (“Services”) designated in the Order for use by the Customer and/or third parties authorized by the Customer for this purpose (“End Customers”) via the internet in return for payment. To the extent agreed upon in the Contract, the subject matter of the Contract also includes the provision of agreed-upon support services by CamCom in accordance with the Contract.
3.2. CamCom will provide the functions of the Auglio Platform to the Customer in accordance with the Contract during the whole duration of the Contract as specified in Section 8 of these Terms as a software-as-a-service (SaaS) for access and use via the internet.
3.3. The Customer is not permitted by CamCom to use the Services beyond the scope of the Contract. In particular, neither the Customer nor the End Customers are authorized to:
a) reproduce, distribute, or make publicly available the Services or parts thereof, except to the extent necessary for their contractual use;
b) remove, obscure, or alter copyright notices and similar information;
c) grant unauthorized access of third parties to the Services or its functions or to tolerate such access; or
d) copy, load, or disclose any software used to operate or provide the Services, or any software underlying the Services, in whole or in part.
3.4. For the avoidance of doubt, the Contract is not a contract for the benefit of third parties. In particular, End Customers cannot demand any services from CamCom based on the Contract. The Customer may, in its own name and for its own account, allow End Customers to access the Services themselves via the internet free of charge and to use the functions of the Services intended for End Customers.
3.5. In addition, CamCom supports the implementation and onboarding of the software.
3.6. For the avoidance of doubt, any downtime or defect in the provision of the Services caused directly or indirectly by any of the following shall not be considered a breach of the Contract:
a) a Force Majeure Event;
b) a fault or failure of the internet or any public telecommunications network;
c) a fault or failure of the Customer’s computer systems or networks;
d) any breach by the Customer of the Contract; or
e) scheduled maintenance carried out in accordance with the Contract.
3.7. CamCom may update the Services at any time, even without the separate consent of the Customer, and otherwise make reasonable changes, in particular, to adapt it to a changed legal situation, or technical developments or to improve IT security. In doing so, CamCom will give due consideration to the legitimate interests of the Customer. - SUPPORT SERVICES
4.1. CamCom shall provide 24-hour support services to the Customer on every weekday, i.e., every business day from Monday to Friday (“Support Services”).
4.2. CamCom shall provide dedicated support for urgent cases to the Customer on a weekend or bank holidays.
4.3. CamCom shall provide the Support Services with reasonable skill and care. - PRODUCT IMPLEMENTATION
5.1. The Customer may link its products with the products in CamCom’s database in its account and use the product images and product data in accordance with the Contract.
5.2. The Customer may upload and update its products and catalog manually in its account or import via product feed.
5.3. CamCom may use the Customer’s product images and product data to improve and expand CamCom’s database and services. - OPERATION AND PROVISION OF THE SERVICE
6.1. CamCom will make the Services available to the Customer within the scope of the agreed availability for access and use via the internet. The Services will be accessed using a common browser in accordance with the minimum technical requirements. The list of the minimum technical requirements is available here: https://auglio.com/en/knowledge-base/article/21-system-requirements
If the minimum technical requirements are met, CamCom warrants the availability of the Services.
6.2. CamCom operates regular system maintenance of the Services and, for this purpose, is entitled to restrict the system’s operation or completely stop it for a certain time. CamCom shall notify the Customer via the website of the Services about regular and planned closures lasting more than 15 minutes at least 1 hour in advance. CamCom is also entitled to limit or interrupt the system’s operation for the time required to remove defects or other defects affecting the system’s functionality. - OPTION TO SUBLICENCE
7.1. Subject to the Contract, the Customer has the option to purchase sublicenses to use the Services on the websites of its partners (the “Partner”), subject to the same configuration, catalog, functionality, and design as provided on the main domain of the Customer.
7.2. In order to secure this option, the Customer must subscribe to a minimum of ten (10) sublicenses. Each sublicense shall be fixed for a term of at least one (1) month and may be terminated by the Customer by providing a written notice to CamCom at least thirty (30) days prior to the end of the given term. The prices for each sublicense shall be as specified in the Order provided by CamCom.
7.3. For the avoidance of doubt, the Customer may not sublicense to its Partners any rights in excess of the rights granted by CamCom to the Customer under the Contract. The license granted by the Customer to the Partner shall be automatically revoked and the Customer shall immediately quit providing the Services to the Partner upon the termination of the Contract, i.e., the Customer shall be entitled to allow the Partner to use the Services until and unless the Contract has been terminated.
7.4. The Partners utilizing the Services through a sublicense shall be subject to and bound by the same terms and conditions applicable to the Customer under the Contract, and the Customer shall ensure that each Partner complies with such terms and conditions (unless the context requires otherwise). The Customer shall be responsible for the acts and omissions of its Partners relating to the use of the Services, including but not limited to any breach of the Contract by such Partners.
7.5. The Parties agree that no direct legal relationship shall arise between CamCom and the Partner and that, as a result, the Partner shall have no rights or claims against CamCom hereunder and that CamCom shall not be liable to the Partner for any harm whatsoever.
7.6. The Parties furthermore expressly agree that CamCom shall be entitled to suspend the provision of the Services provided to the Customer and/or to the Partner pursuant to Article 9.4 below irrespective of the fact whether the Partner has fulfilled its payment obligations towards the Customer. - DURATION AND TERMINATION
8.1. Unless the Parties agree otherwise in writing, the Contract shall continue in effect for an indefinite term from the effective date in the Order (the “Effective Date”).
8.2. Either Party may terminate the Contract as follows:
8.2.1. In the period of the Minimum Contract Term (as specified in the Order), if either Party notifies the other Party at least one (1) calendar month prior to the end of the Minimum Contract Term in writing of its intention to terminate the Contract, the Contract shall terminate at the end of the Minimum Contract Term.
8.2.2. In the subsequent period of twelve (12) consecutive calendar months immediately following the lapse of the Minimum Contract Term, and thereafter in each subsequent period of twelve (12) consecutive calendar months immediately following the lapse of the immediately preceding period of twelve (12) consecutive calendar months, if either Party notifies the other Party at least one (1) calendar month prior to the lapse of the given twelve (12) calendar month period in writing of its intention to terminate the Contract, the Contract shall terminate on the last day of the given twelve (12) calendar month period.
8.2.3. Either Party may terminate the Contract immediately upon written notice if the other Party commits a material breach of the Contract that is not remedied within 30 days of receiving written notice of such breach from the non-breaching Party.
8.2.4. Either Party may terminate the Contract immediately upon written notice if the other Party becomes insolvent, enters into bankruptcy, receivership, or any other similar proceeding, or ceases its business operations.
8.2.5. Any termination of the Contract under this Section 8.2 shall be without prejudice to any other rights or remedies that the terminating Party may have under the Contract or applicable law. - PAYMENTS
9.1. The Customer shall pay yearly subscription fees as outlined in the Order (“Subscription Fees”). The Subscription Fees are due on the first day of each calendar year of the subscription unless the Parties agree otherwise in writing.
9.2. Additionally, the Customer shall pay other fees as outlined in the Order (“Other Fees”). Other Fees are due within ten (10) days from the execution of the Order.
9.3. The Customer shall make payments using an acceptable method specified by CamCom in the Order, which may include credit card, bank transfer, or any other method agreed upon by both Parties in writing.
9.4. If the Customer fails to make a payment by the due date, CamCom may, at its discretion, charge a late fee equal to the lesser of 1.5% per month or the maximum rate allowed by applicable law. CamCom may also suspend the Customer’s access to the Services until all outstanding payments, including any applicable late fees, are received.
9.5. For the avoidance of doubt, the suspension of the Customer’s access to the Services according to Article 9.4 shall not (i) constitute a breach of any obligation of CamCom according to the Contract or any other agreement between the Parties; (ii) give the Customer the right to terminate the Contract or any other agreement between the Parties; and/or (iii) relieve the Customer from paying the Subscription Fees, Other Fees, or any other payments for the provision of the Services for the remaining duration of the Contract (including the period in which the Customer’s access to the Services has been suspended pursuant to Article 9.4).
9.6. The Customer expressly acknowledges and agrees that all fees and charges specified in the Contract are exclusive of any applicable taxes, including but not limited to value-added tax (VAT), withholding tax, sales tax, or any other taxes or duties that may be levied on the provision of the Services. The Customer shall be responsible for the payment of all such taxes, excluding taxes based on CamCom’s net income.
9.7. All payments made under the Contract shall be in the currency specified in the Order unless otherwise agreed upon by the Parties in writing. - WARRANTIES
10.1. CamCom warrants to the Customer that:
a) CamCom has the legal right and authority to enter into the Contract and to perform its obligations under the Contract;
b) CamCom will comply with all applicable legal and regulatory requirements applying to the exercise of CamCom’s rights and the fulfillment of CamCom’s obligations under the Contract; and
c) CamCom has or has access to all necessary know-how, expertise, and experience to perform its obligations under the Contract.
10.2. The Customer acknowledges that complex software such as the Auglio Platform is:
a) never wholly free from defects, errors, and bugs; and subject to the other provisions of the Contract, CamCom gives no warranty or representation that the Services will be wholly free from defects, errors, and bugs; and
b) never entirely free from security vulnerabilities; and subject to the other provisions of the Contract, CamCom gives no warranty or representation that the Services will be entirely secure.
10.3. If a third Party asserts an infringement of rights against the Customer through the Services, the Customer will immediately notify CamCom thereof in text or written form. - CONFIDENTIALITY
11.1. Both Parties acknowledge that any information of commercial, economic, financial, technical, legal, manufacturing, organizational, or any other nature obtained in the course of their cooperation which is not generally available to the public (the “Confidential Information”) is strictly confidential.
11.2. For the purposes of the Contract, the following information shall not be considered as Confidential Information:
a) the information which is or becomes identifiable from public sources other than by a breach of the Contract;
b) information in respect of which the disclosing Party agrees in writing in advance that such information is not confidential or may be disclosed to third parties; and
c) information obliged by law, court or administrative decision to provide any Confidential Information to the court or administrative authority; in any such case, the Confidential Information may only be disclosed to the extent required by applicable law or court or administrative decision, and, if applicable by law, the Customer must be promptly notified of any such disclosure of the Confidential Information.
11.3. Each Party agrees to:
a) preserve and protect the confidentiality of the other Party’s Confidential Information;
b) refrain from using the other Party’s Confidential Information except as contemplated herein; and
c) not disclose such Confidential Information to any third party except to employees and subcontractors as is reasonably required in connection with the exercise of its rights and obligations under the Contract (and only subject to binding use and disclosure restrictions at least as protective as those set forth herein). - INTELLECTUAL PROPERTY RIGHTS
12.1. The Auglio Platform and all worldwide intellectual property and proprietary rights therein and related thereto, including, without limitation, all patents, copyrights, trademarks, trade secrets, moral rights, sui generis rights, and other rights in databases, and all rights arising from or pertaining to the foregoing rights (“Intellectual Property Rights”), are and will remain the sole and exclusive property of CamCom. All rights in and to the Auglio Platform not expressly granted to the Customer nor to any of its Partners are reserved by CamCom.
12.2. Subject to the Contract, CamCom hereby grants the Customer a non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Services solely for the Customer’s internal business operations and for providing access to the Services to its End Customers, as specified in the Contract. In case the Customer chooses to use the option to sublicence to its Partner pursuant to Article 7 of these Terms, the license according to the previous sentence shall be considered sublicensable under the terms and conditions of the Contract and the Customer may provide access to it to its Partners who then shall abide by the previous sentence without the option to further sublicence it.
12.3. The Customer shall not, and shall ensure that its End Customers do not, copy, reproduce, modify, reverse engineer, decompile, disassemble, create derivative works from, distribute, sublicense, or otherwise exploit or use the Services, any materials or documentation provided by CamCom, or any software underlying the Services, in whole or in part, except as expressly permitted under the Contract.
12.4. Notwithstanding Section 12.2, the Customer acknowledges and agrees that the Auglio Platform uses certain open-source elements and libraries, including, in particular, the following: Laravel, jQuery, Vue, Vite, Mediapipe, PHP, JavaScript, ThreeJs, PixiJs, for which the terms and conditions of the respective open-source licenses apply. However, the use of such open-source elements in the Auglio Platform does not affect the usability of the Auglio Platform in accordance with the Contract and its purpose.
12.5. The Customer acknowledges that the Auglio Platform may include third-party software code or components (such as frameworks, libraries, modules, application interfaces, tools, graphic objects, etc.) protected by such third party’s intellectual property rights.
12.6. The Customer retains all Intellectual Property Rights in and to its products, content, and materials provided to CamCom in connection with the use of the Services, including, but not limited to, product images, product data, logos, and trademarks. The Customer grants CamCom a non-exclusive, worldwide, royalty-free license to use, copy, reproduce, display, and distribute the Customer’s Intellectual Property Rights solely for the purpose of providing the Services and any Support Services under the Contract.
12.7. CamCom shall defend, indemnify, and hold harmless the Customer against any third-party claims, actions, or demands alleging that the Services, as provided by CamCom under the Contract, infringes any patent, copyright, trademark, or trade secret rights of such a third party, provided that the Customer:
a) promptly notifies CamCom in writing of any such claim;
b) allows CamCom to control the defense and settlement of the claim; and
c) provides CamCom with all necessary information, assistance, and authority to defend and settle the claim.
In the event of any such infringement claim, CamCom may, at its sole discretion and expense (i) modify the Services to make it non-infringing, (ii) obtain a license for the Customer’s continued use of the Services, or (iii) terminate the Contract and refund any unused, prepaid Subscription Fees and Other Fees to the Customer.
12.8. No other rights or licenses are granted under the Contract, either expressly or by implication, estoppel, or otherwise, except as expressly provided in the Contract. - INDEMNITY AND LIMITATION OF LIABILITY
13.1. EXCEPT AS EXPRESSLY WRITTEN IN THE CONTRACT, INCLUDING ITS ANNEXES, THE SERVICE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND, INCLUDING IMPLIED. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT:
13.1.1. THE CUSTOMER IS SOLELY RESPONSIBLE FOR ASSESSING AND EVALUATING THE SUITABILITY OF THE SERVICE FOR THE CUSTOMER’S REQUIREMENTS;
13.1.2. THE CUSTOMER SHALL ENSURE THAT THE SERVICE DOES NOT INTERFERE WITH OTHER COMPONENTS OF THE CUSTOMER’S TECHNOLOGY ENVIRONMENT AND THAT IN PARTICULAR, BUT NOT LIMITED TO, ALL COMPUTER HARDWARE AND OTHER SOFTWARE AND FIRMWARE USED IN CONJUNCTION WITH THE SERVICE IS FREE OF DEFECTS AND DOES NOT ADVERSELY AFFECT THE OPERATION OR PERFORMANCE OF THE SERVICE;
13.1.3. THE CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE CONTENT DISPLAYED ON DEVICES USING THE SERVICE (WHETHER SUCH CONTENT IS DISPLAYED BY THE CUSTOMER, THE USER, OR ANY OTHER PERSON OTHER THAN CAMCOM) AS WELL AS FOR FULL COMPLIANCE WITH ALL APPLICABLE LAWS, REGULATIONS, AND RIGHTS OF THIRD PARTIES, IN PARTICULAR, INTELLECTUAL PROPERTY RIGHTS;
13.1.4. THE CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD CAMCOM HARMLESS FROM ALL CLAIMS MADE AGAINST AND ALL LIABILITIES, REASONABLE COSTS, PROCEEDINGS, DAMAGES, AND EXPENSES (INCLUDING REASONABLE LEGAL AND OTHER PROFESSIONAL FEES AND EXPENSES) AWARDED AGAINST, OR INCURRED OR PAID BY, CAMCOM AS A RESULT OR IN CONNECTION WITH ANY ALLEGED OR ACTUAL INFRINGEMENT OF ANY LAWS, REGULATIONS OR THIRD PARTY’S RIGHTS RELATED TO THE CONTENT DISPLAYED ON DEVICES USING THE SERVICE;
13.1.5. THE CUSTOMER IS SOLELY RESPONSIBLE FOR THE SELECTION OF PERSONNEL (IN PARTICULAR, BUT NOT LIMITED TO, THE USERS) THAT WILL BE GRANTED ACCESS TO THE SERVICE, AS WELL AS FOR PROPER USE OF THE SERVICE BY AND ANY ACTIONS (OR INACTIONS) OF SUCH PERSONNEL ACCESSING THE SERVICE;
13.1.6. THE CUSTOMER SHALL HAVE NO REMEDY FOR ANY FAILURE OF THE SERVICE UNLESS EXPLICITLY AGREED OTHERWISE WITH CAMCOM;
13.1.7. CAMCOM DOES NOT WARRANT THAT THE SERVICE WILL BE AVAILABLE AT ALL TIMES, UNINTERRUPTED OR ERROR-FREE.
13.2. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL CAMCOM BE LIABLE FOR PERSONAL INJURY OR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFIT, LOSS OF REVENUES, LOSS OR CORRUPTION OF DATA, LOSS ARISING FROM BUSINESS OR ACTIVITY INTERRUPTION INCURRED BY THE CUSTOMER OR ANY THIRD PARTY TO WHICH THE CUSTOMER PROVIDES THE SERVICE IN ACCORDANCE WITH THE CONTRACT, OR ARISING OTHERWISE FROM USE OR OPERATION OF THE SERVICE. FURTHERMORE, CAMCOM IS NOT LIABLE FOR ANY LOSSES, WHICH COULD NOT BE REASONABLY FORESEEN.
13.3. CAMCOM SHALL NOT BE LIABLE FOR ANY LOSSES OR DAMAGES INFLICTED ON THE CUSTOMER BY (I) ACTS OF ANY THIRD PARTY UTILIZING THE SERVICE FOR THE PROVISION OF SERVICES TO THE CUSTOMER, (II) MALFUNCTION OF OTHER INFORMATION TECHNOLOGY COMPONENTS USED WITH THE SERVICE IN THE CUSTOMER’S INFORMATION TECHNOLOGY ENVIRONMENT, (III) NEGLECTING TO MAINTAIN THE SERVICE (INCLUDING BUT NOT LIMITED TO, FAILURE OF THE CUSTOMER TO USE THE MOST RECENT VERSION REGARDLESS WHETHER BY INTENT OR OMISSION) OR AS A RESULT OF (IV) PROVIDING INCOMPLETE OR INACCURATE DATA OR DATA THAT VIOLATED ANY THIRD PARTY RIGHTS.
13.4. CAMCOM SHALL NOT BE LIABLE FOR ANY HARM OR DAMAGE INCURRED OR ALLEGEDLY INCURRED BY ANY OTHER THIRD PARTY IN CONNECTION WITH USING THE SERVICE BY THE CUSTOMER OR THE END CUSTOMER, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, PRODUCT LIABILITY, OR TORT (INCLUDING NEGLIGENCE) AND REGARDLESS OF WHETHER CAMCOM KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF THE DAMAGE IN QUESTION.
13.5. FOR THE AVOIDANCE OF DOUBT, CAMCOM AND THE END CUSTOMER DO NOT HAVE ANY CONTRACTUAL RELATIONSHIP WITH EACH OTHER BASED ON THE CONTRACT AND THEREFORE CAMCOM SHALL NOT BE LIABLE FOR ANY HARM OR DAMAGE INCURRED OR ALLEGEDLY INCURRED BY THE END CUSTOMER, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, PRODUCT LIABILITY, OR TORT (INCLUDING NEGLIGENCE) AND REGARDLESS OF WHETHER CAMCOM KNEW OR HAD REASON TO KNOW OF THE POSSIBILITY OF THE DAMAGE IN QUESTION.
13.6. THE CUSTOMER SHALL INDEMNIFY, DEFEND AND HOLD CAMCOM HARMLESS AGAINST ANY AND ALL SUCH LIABILITY, CLAIMS, SUITS, ACTIONS, DEMANDS, AND ANY PROCEEDINGS OF ANY KIND, THREATENED, ASSERTED, OR FILED IN THIS CONNECTION AGAINST CAMCOM BY ANY THIRD PARTY (“CLAIMS”) AND ANY DAMAGE, LOSSES, EXPENSES, LIABILITIES OR COSTS INCURRED INCLUDING ATTORNEYS’ FEES, IN CONNECTION WITH SUCH CLAIMS RAISED AGAINST CAMCOM.
13.7. THE PARTIES AGREED THAT IN ANY EVENT THE LIABILITY OF CAMCOM FOR ANY HARM (EXCEPT FOR HARM CAUSED AS A RESULT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) ARISING OUT OF A BREACH OF THE CONTRACT OR FOR ANY CAUSE WHATSOEVER SHALL BE FOR DIRECT DAMAGE ONLY DUE TO PROVABLE BREACH OF CAMCOM’S OBLIGATIONS. IN ADDITION, THE PARTIES AGREED THAT ANY SUCH LIABILITY OF CAMCOM (EXCEPT FOR LIABILITY FOR HARM CAUSED AS A RESULT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) SHALL BE LIMITED TO THE SUBSCRIPTION FEE (OR SUM OF THE SUBSCRIPTION FEES) ACTUALLY PAID BY THE CUSTOMER TO CAMCOM IN THE CALENDAR YEAR IN WHICH THE ALLEGED DAMAGE OCCURRED; THIS LIMIT SHALL APPLY IN AGGREGATE TO ANY DAMAGE ALLEGEDLY INCURRED BY THE CUSTOMER IN THE RESPECTIVE CALENDAR YEAR.
13.8. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS AND INDEMNIFICATION OBLIGATIONS CONTAINED IN THIS SECTION 13 ARE REASONABLE IN THE LIGHT OF ALL THE CIRCUMSTANCES. - DISCLAIMER OF WARRANTIES
14.1. THE CUSTOMER EXPRESSLY AGREES THAT THE USE OF THE SERVICE IS AT THE CUSTOMER’S OWN RISK. ALL LICENSED SOFTWARE, INFORMATION, AND MATERIALS PROVIDED BY CAMCOM ARE PROVIDED “AS IS”. EXCEPT AS PROVIDED IN THE CONTRACT, CAMCOM SPECIFICALLY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM OR USAGE, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, COMPATIBILITY, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, CAMCOM MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE, OR ANY RESULTS OF THE USE THEREOF, WILL MEET THE CUSTOMER’S, USER’S, OR OTHER PERSONS' REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEMS, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR-FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. CAMCOM DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, OF THE ABSENCE OF ACTUAL OR POTENTIAL CONFLICT WITH THIRD PARTIES’ INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE CUSTOMER’S OR USER’S USE OF THE SERVICE. - GOVERNING LAW AND JURISDICTION
15.1. The Contract shall be governed by and construed in accordance with the laws of the Slovak Republic, without regard to its principles of conflict of laws.
15.2. The Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of the Slovak Republic for the resolution of any disputes, controversies, or claims arising out of or relating to the Contractor its subject matter, including, but not limited to, any issues relating to the interpretation, validity, or enforceability of the Contract. The Parties agree that any legal action or proceeding shall be brought exclusively in the competent courts located in the Slovak Republic, and each Party waives any objections to such venue based on the grounds of inconvenient forum or otherwise. - MISCELLANEOUS
16.1. Severability. If any provision of the Contract is found by a court of competent jurisdiction or any other competent authority to be invalid, unenforceable, or illegal, such provision shall be deemed severed from the Contract, and the remaining provisions shall continue in full force and effect as if the severed provision had never been a part of the Contract. In the event that any provision is deemed severed pursuant to Section 16.1, the Parties shall negotiate in good faith to agree upon a valid and enforceable provision that achieves, to the greatest extent possible, the same economic, legal, and commercial objectives as the severed provision. Such substitute provision shall be deemed incorporated into the Contract as if it had originally been a part hereof.
16.2. Notices. All notices and other communications required or permitted hereunder to be given to a Party to the Contract shall be in writing and shall be mailed by registered or certified mail, postage prepaid, or otherwise delivered by hand or by messenger, addressed to such Party’s address as set forth in the preamble to the Contract, or at such other address as the Party shall have furnished to each other Party in writing, at least ten (10) business days in advance, in accordance with this provision. Any notice sent in accordance with this Section 16.2 shall be deemed delivered to the addressee Party (a) if mailed, seven (7) business days after mailing, (b) if sent by messenger, on the 1st (first) business day following the day of such sending or transmission (with electronic confirmation of transmission) (provided, however, that any notice of change of address shall only be valid upon receipt). In addition, all notices sent to CamCom need to always also be sent in parallel to email [email protected].
16.3. Amendments. Any amendments or modifications to the Contract, including any additional terms or conditions, must be made in writing and signed by authorized representatives of both Parties. Any amendment or modification made in any other manner shall be null and void and of no legal effect. The Parties agree that electronic signatures or other electronic means may be used to evidence their agreement to any such written amendments or modifications.
16.4. The Order. In case of any discrepancy between these Terms and the provisions of the Order signed between CamCom and the Customer, the provisions of the Order shall prevail.
16.5. No Waiver. No delay or omission on the part of either Party in exercising any right or remedy shall operate as a waiver of such right or remedy or any other right or remedy. A waiver on any one occasion shall not be construed as a bar to or a waiver of any right on any future occasion.
16.6. Change of Control. For the avoidance of doubt, the provisions of the Contract shall not be affected by a change of control over CamCom.
16.7. Assignment. The Customer’s rights and obligations under the Contract may not be transferred, assigned, or transferred in any other way, by operation of law or otherwise without a prior written consent of CamCom.
Last modified: June 25th, 2024
