“Athena” Terms Of Service

7.1 The Contractual Relationship shall commence on the day the Service Order is signed by the authorized representatives of both contracting parties. In the event that the authorized representatives of the contracting parties do not sign the Service Order at the same time, the Contractual Relationship shall commence on the date of signing of the contracting party who later signed the Service Order (“Contractual Relationship Effective Date”).

7.2 The term of a Contractual Relationship shall be specified in the respective Service Order (“Term”). A Contractual Relationship is effective during the whole duration of the Term. In the event that the terms and conditions contained in the Service Order differ from those laid out in these Terms of Service, the terms and conditions of the Service Order shall prevail and govern.

7.3 Should a subsequent Service Order be signed by both contracting parties during the Term of a previously signed Service Order, the subsequent Service Order shall be deemed a supplement and/or amendment of relevant terms and conditions laid out in a previously signed Service Order, if stipulated so in the subsequent Service Order. Otherwise, the subsequent Service Order shall establish a separate new Contractual Relationship between the contracting parties.

7.4 After a Term expires, the Contractual Relationship shall automatically renew for a new Term of equal length as the previous Term, and under the same terms and conditions that were in effect on the last day of the previous Term, for an unlimited number of times, unless either contracting party sends a written notice of its intention of nonrenewal to the other contracting party no later than 15 (fifteen) days prior to the end of an ongoing Term.

7.5 In addition to the right of the contracting parties not to renew / to terminate the Contractual Relationship in accordance with other provisions of these Terms of Service, each contracting party may unilaterally terminate the Contracting Relationship by sending to the other contracting party a written statement of termination, for the following causes (“Termination For Cause”):

• 1) in case of a material breach of the provisions of these Terms of Service and/or respective Service Order made by the other contracting party, provided that a prior written notice was sent to the breaching party leaving it with a 30 (thirty) day period starting from the date the notice was sent to cease breaching such provisions and/or to remedy the consequences incurred by the breach, and the breaching party has not ceased breaching such provisions and/or has not remedied the consequences incurred by the breach;
• 2) in case of a Force Majeure event, as per Article 14.4 of these Terms of Service;
• 3) if the other contracting party
  • a) becomes subject of a proceeding relating to insolvency, bankruptcy,
    liquidation or any other similar proceedings, in accordance with the applicable laws;
  • b) ceases its business operations,

in which case the termination date shall be set in the statement of termination.

In case of a breach of the provisions of these Terms of Service and/or respective Service Order made by the Client that is determined by Syncit Group (in its sole discretion) to be incurable, or in case of a breach of the provisions of these Terms of Service and/or respective Service Order made by the Client that is determined by Syncit Group (in its sole discretion) to be of such nature that makes the business relationship with the Client no longer desirable, Syncit Group may unilaterally terminate the Contractual Relationship immediately by sending a written statement of termination to the Client, without sending a prior written notice as per Article 7.5.1).

7.6 In the event that a Free Trial is granted to the Client:

• 1) Syncit Group may unilaterally terminate the Contractual Relationship of which the Free Trial is an integral part, at any time before the Free Trial ends, without stating the reason for such action, by sending a written statement of termination to the Client;
• 2) Client may unilaterally terminate the Contractual Relationship of which the Free Trial is an integral part, no later than 15 (fifteen) days prior to the end of the Free Trial, without stating the reason for such action, by sending a written statement of termination to Syncit Group.

7.7 The Contractual Relationship shall terminate automatically if either of the contracting parties ceases to exist, except in a case there is a legal successor of such contracting party, in which case the rights and obligations from the Contractual Relationship of such contracting party shall pass to its legal successor.

7.8 Contractual Relationship may be terminated at any time by mutual written agreement of both contracting parties (“Amicable Termination”).

8.1 “Confidential Information” means any and all information and/or data disclosed by a contracting party (“Disclosing Party”) to the other contracting party (“Receiving Party”), whether orally or in writing, that is designated as confidential or, given the nature of such information/data and the circumstances of disclosure, should be understood to be confidential. Confidential Information for both contracting parties includes (but is not limited to):

• 1) provisions of these Terms of Service, terms and conditions of any Service Order, and any of their annexes, exhibits, addendums, schedules and/or attachments, Price Plans, as well as all the details of any and all negotiations between the contracting parties, and/or of any business relationship that exists or may exist in the future between the contracting parties;
• 2) business and marketing plans, business strategies, client lists, names of employees and other engaged persons, financial data and/or projections, business policies or practices, analyses, compilations, studies, business secrets, information on intellectual property, manner of conducting business operations, product plans and designs, technologies used, business processes and partners, projects, as well as any information and/or data related to the businessesses of the contracting parties, as well as to all the products and services provided by any contracting party to its clients;
• 3) technical and non-technical information in any form, technical specifications, all software codes, original codes, item codes, codes on the display screen, computer printed materials, flow diagrams, drawings or sketches, models, know-how, processes, algorithms, software programs, databases, formulas in any form and all notes, memoranda or recordings, as well as videographic, alphanumeric and audiophonic or telephone data, regardless of who prepared them or on which medium they are stored;
• 4) all excerpts, summaries, reports, analyses, material preceding the preparation of any of the above, and any derived part thereof.

8.2 Confidential Information of Syncit Group are (among other) all the information and data related to the Services and the provision of Services.

8.3 Confidential Information does not include information that:

• 1) was at the time of disclosure generally known to the public through no fault of the Receiving Party;
• 2) was known to the Receiving Party with no obligation of confidentiality prior to disclosure by Disclosing Party, as proven by the records of the Receiving Party;
• 3) is disclosed to the Receiving Party by a third party who did not obtain the information subject to any confidentiality obligation;
• 4) is independently developed by the Receiving Party without the use of the Disclosing Party’s Confidential Information, as proven by the records of the Receiving Party.

8.4 Receiving Party shall not disclose nor otherwise make available any Confidential Information of the Disclosing Party to anyone except to those of its employees, directors, attorneys, agents and consultants (“Representatives”) who:

• 1) need to know the Confidential Information for the purpose of realization of the Contractual Relationship and
• 2) who have previously agreed to be bound by confidentiality obligations no less stringent than the confidentiality obligations prescribed under these Terms of Service.

8.5 In the event that a Receiving Party becomes aware that any of its Representatives has violated the obligation of confidentiality, it shall promptly notify the Disclosing Party in order to prevent the occurrence of damage, or greater damage

8.6 The Receiving Party shall safeguard all the Confidential Information of the Disclosing Party with at least the same degree of care (but no less than reasonable care) it uses to safeguard its own Confidential Information, and shall not use any Confidential Information of the Disclosing Party for any purpose other than the purposes of performing its obligations under the Contractual Relationship.

8.7 Notwithstanding the obligations prescribed in Article 8 of these Terms of Service, Receiving Party and its Representatives have the right, at the request of a court or other public authority, to disclose any Confidential Information, provided that they notify the Disclosing Party on the same day, in order for it to have an opportunity to defend, protect or restrict further disclosure or dissemination of such Confidential Information, as well as provided that the Receiving Party and / or its Representatives disclose only that part of the Confidential Information which are legally required to disclose and to undertake reasonable efforts to obtain a protection order or decision from the court or other public authority, or any other reliable assurance that the Confidential Information shall be treated in an appropriate confidential manner by those authorities. The Receiving Party and their Representatives shall not bear any responsibility in the event that they do not obtain a protection order or decision from a court or other public authority, or any other reliable assurance that the Confidential Information shall be treated in an appropriate confidential manner by those authorities, provided that they undertook reasonable efforts to do so.

8.8 Receiving Party undertakes not to disassemble, “reverse engineer”, “reverse compile”, nor to analyze the inputs or outputs of, any software or hardware provided to it by the Disclosing Party relating to the Contractual Relationship, for any purpose including (but not limited to) attempting to ascertain or deduce the functionality or workings of the software or hardware.

8.9 Receiving Party shall, at the written request of the Disclosing Party, within 30 (thirty) days from receipt of such written request submit / return all the documentation received from the Disclosing Party and / or its Representatives containing the Confidential Information, without retaining any copies, excerpts or other reproductions of all or part thereof, unless where stipulated otherwise by these Terms of Service. In the event that they receive such a request, the Receiving Party shall destroy all documentation, memoranda, notes and any other materials prepared on the basis of such Confidential Information or, at the request of the Disclosing Party, shall deliver them to it, within 30 (thirty) days from receipt of such written request. Notwithstanding the foregoing, the Receiving Party shall have the right to keep copies of such documentation in the event it is obliged to under any applicable law. Notwithstanding the return or destruction of such documentation and materials made on the basis of the Confidential Information, the Receiving Party shall continue to be bound by the obligation of confidentiality proscribed in these Terms of Service.

8.10 Confidentiality obligations as laid out in Article 8 of these Terms of Service shall survive the expiry or termination of the Contractual Relationship.

14.1 “Force Majeure” means war, fire, interruption of transportation, an accident, inability to procure or shortage of supply of materials, equipment or means of production, shortage of electricity, governmental orders, strikes, lockouts or labor troubles, or any similar cause beyond the control of a contracting party (“Force Majeure”).

14.2 If either contracting party is affected by Force Majeure, it shall forthwith inform in writing the other contracting party of the nature and extent thereof.

14.3 Neither contracting party shall be deemed to be in breach of its obligations under these Terms of Service and/or respective Service Order, or otherwise be liable to the other contracting party, by reason of any delay in performance, or non-performance of any of its obligations hereunder to the extent that such delay or non-performance is due to any Force Majeure of which it has informed the other contracting party, and the time for performance of that obligation shall be extended accordingly.

14.4 If the event that represents Force Majeure continues for a period of more than 60 (sixty) days in total, the other contracting party shall have the right to unilaterally terminate the Contractual Relationship by sending a written statement of termination to the contracting party affected by the Force Majeure, pursuant to Article 7.5.2) of these Terms of Service.