Terms of Service (the “Agreement”)

These Terms of Service (this “Agreement”) contains terms and conditions that govern your purchase of subscriptions to and use of the Services (as defined below), and is a contract between Syncit Group, a limited liability company incorporated in Serbia, and you or the entity or the organization you represent (the “Client”).

1.    The Service

Athena Search is an enterprise search platform, based on a Software as a Service model, used to enable more precise and enhanced search of products and categories on various websites. Syncit Group grants the Client a limited subscription to use Athena Search, support or other services as stipulated by the Service Order (the “Service(s)”), in accordance with this Agreement.

2.    Syncit Group Obligations

2.1. Syncit Group will make the Services available to Client in accordance with one or more online or written ordering documents (each a “Service Order”). The Agreement includes each Service Order incorporating the Agreement.

2.2. Syncit Group will make available to the Client the documentation that describes the software accessible as part of the Services, and usage guides for the Services.

2.3. Syncit Group will comply with all laws and governmental regulations applicable to the Services.

2.4. Taking into account the nature and types of the data, Syncit Group will implement technical and organizational measures to protect and prevent the accidental loss or unauthorized access, use, alteration or disclosure of Client data. The Service is currently hosted on AWS servers, secured with layers of AWS and Cloudflare firewalls, and backed by CDN for the best performance.

2.5. Syncit Group’s processing of Client’s data, including personal data (if applicable), shall be subject to Syncit Group’s obligations under this Agreement, and any additional terms that may be agreed upon with the Client, for example, Data Processing Agreement.

2.6. Syncit Group may process data to improve the Services, to develop new services and features and to promote Syncit Group’s services, including, for example, through analyses of patterns and trends, only insofar as such data have been anonymized or used in an aggregated form.

3.    Client’s Obligations

3.1. The Client will pay the Fee as specified in Section 4 of this Agreement.

3.2. The Client can use the Service within the values of the parameters, in accordance with the number of authorized individuals and at locations as specified by the Client in the applicable Service Order. The Client is responsible for managing all individuals that are directly or indirectly authorized by the Client to access the Services.

3.3. The Client will use the Services in accordance with their purpose, and in any case in line with the usage guides. The Client shall ensure that the use of the Services is compliant with any and all applicable local, state, and federal laws.

3.4. Client acknowledges that Syncit Group owns all right, title and interest in any and all intellectual rights in the Services, as well as any improvements, design contributions or derivative works to the Services conceived or created by either party to this Agreement. The Service contains trade secrets and proprietary information owned by Syncit Group. Except for the limited rights expressly granted in this Agreement, Syncit Group is not transferring to the Client any intellectual property, proprietary right or interest in the Services.

3.5. The Client will not: a) translate, de-compile, reverse-engineer or otherwise modify any parts of the Services; b) circumvent the user authentication or security controls, and access the Services in any other way except for those that are made available by Syncit Group; c) make any use of the Services in a way that violates any applicable law.

3.6. The Client will use commercially reasonable efforts to prevent the unauthorized license, sale, transfer, lease, transmission, distribution or other disclosure, or third party use of Client’s access data issues for entry into the Services.

3.7. Client represents that it accepts sole and complete responsibility for: (a) the selection of the Services to achieve Client’s intended results; (b) use of the Services; (c) the results obtained from Services. 

4.    Service Fee

4.1. The Service fee is determined based on the values of the parameters, such as number of products, monthly searches, availability of analytics and additional services granted as a part of the Service (the “Fee(s)”), all in accordance with the price plan applicable at the time of the purchase (the “Price Plan”), and specified in the Service Order. The commitments in the Service Order cannot be decreased during the Term (as defined below), and are not dependent on whether the Client actually uses the Service.

4.2. Should the values of the parameters used for the determination of the Fee increase during the Term (as defined below) of the Service Order, Syncit Group shall issue invoices for the exceeded limits per unit at the end of the month, as further specified in Service Order.

4.3. Unless stated otherwise in the Service Order, the applicable Fee is paid in advance, before the provision of the Services commences, using one of the payment processors available at the moment of purchase.

4.4. Should any Fee amount be due thirty (30) or more days, Syncit Group may cease the provision of Services to Client until the overdue amounts are paid in full. SyncIt Group shall give notice of such overdue amounts ten (10) days before the cessation of the Services subject to this Section 4.4.

5.    Support

5.1. Subject to this Agreement and the terms of the applicable Price Plan and/or Service Order, Syncit Group will provide support services to the Client and the individuals authorized by the Client, by email. Although resolution times are not guaranteed, Syncit Group aims to respond to each request for support within two (2) working days.

5.2. SyncIt Group shall assist the Client with the Service integration as per the applicable Price Plan and Service Order. Provided that the integration is covered by the applicable Price Plan and/or Service Order, Client is responsible to provide SyncIt Group the relevant access credentials needed to complete the integration.

5.3. Unless provided otherwise in the Service Order and/or the applicable Price Plan, Syncit Group is not responsible for the subsequent customizations or modifications of Athena Search in the Client’s environment, in the cases where the reduced functionality and modified appearance of the Service occurs as a result of the visual, functional or structural changes made by the Client.

6.    Free Trial

6.1. Syncit Group may grant the Client the right to access and use the free trial version of the Service for a limited amount of time and in accordance with the conditions specified in the Service Order. If you have been granted a free trial Service, the applicable provisions of this Agreement will also govern that free trial.6.2. Unless either party to the Agreement and the Service Order gives written notice of its intentions not to continue using the Service at least fifteen (15) days prior to end of the free trial period, the Client’s Order will automatically extend and continue for a total duration of twelve (12) months. (For example, if a Client starts with a 2-month free trial

Service, and none of the parties gives a notice about the discontinuation of the Service fifteen (15) days before the end of the 2-month period, the Service Order will extend for additional ten (10) months of a paid Service, which shall be paid in accordance with the Price Plan applicable at the time of accepting the Service Order).

6.3. All free trial Services are provided “as is” and “as available” without any warranty of any kind. Free trial Services may be suspended, terminated, or discontinued at any time and for any reason (or no reason). Syncit Group disclaims all obligation and liability under the Agreement for any harm or damage arising out of or in connection with a free trial Service. Any configurations or data entered into a trial account, and any customizations made to a trial account by or for the Client, may be permanently lost if the trial account is suspended, terminated, or discontinued. 

7.    Term, Service Order Renewal, Termination

7.1. The Agreement is expected to commence on the day the Client signs the Service Order or begins using the Service, whichever occurs first (the “Effective Date”)

7.2. The term of a Service Order shall be specified in the Service Order (the “Term”). The Agreement is effective during the term of any Service Order that incorporates the Agreement.

7.3. Service Orders shall renew for successive terms, unless either party to this Agreement gives the other at least fifteen (15) days’ notice of nonrenewal prior the end of the applicable Term.

7.4. In addition to Syncit Group’s right to terminate the Agreement in accordance with Section 6.1, the Agreement may be terminated for a cause, (a) upon thirty (30) days’ written notice from one party to the other of a material breach if the breach remains uncured at the expiration of the notice period; or (b) if the other party (i) becomes the subject of a proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors to the extent permitted by applicable laws s, (ii) goes out of business or (iii) ceases its operations. 

8.    Confidentiality.

8.1. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or, given the nature of the information and the circumstances of disclosure, should be understood to be confidential. Syncit Group’s Confidential Information includes the Services.

8.2. The Confidential Information of each party includes but is not limited to the terms and conditions of the Agreement and all Service Orders, including Price Plan, business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by each party in connection with the Agreement. Confidential Information does not include information that: (a) is at the time of disclosure, or later becomes, generally known to the public through no fault of Receiving Party; (b) was known to the Receiving Party with no obligation of confidentiality prior to disclosure by Disclosing Party, as proven by records of Receiving Party; (c) is disclosed to Receiving Party by a third party who did not directly or indirectly obtain the information subject to any confidentiality obligation; or (d) is at any time independently developed by Receiving Party without use of Disclosing Party’s Confidential Information as proven by records of Receiving Party.

8.3. The Receiving Party shall not disclose or otherwise make available any Confidential Information of Disclosing Party to anyone except those of its employees, directors, attorneys, agents and consultants who: (a) need to know the Confidential Information in connection with the purpose of the Agreement and (b) who have previously agreed to be bound by confidentiality obligations no less stringent than those in the Agreement. Each party shall safeguard all Confidential Information of the other party with at least the same degree of care (but no less than reasonable care) as it uses to safeguard its own confidential information and not use any Confidential Information of the other party for any purpose outside the scope of the Agreement. 

9.    Limitation of Liability.

To the extent permitted by the law, in no event will a party’s aggregate liability (together with all of its affiliates) arising out of or related to the agreement (regardless of the number of individual incidents giving rise to liability) exceed the total amount actually paid by Client for the Services giving rise to the liability in the twelve (12) months preceding the first incident out of which the liability arose. The above limitations will apply whether an action is in contract or tort and regardless of the theory of liability.

10. Warranties.

Syncit Group doesn’t warrant that the Client’s use of the Services will be uninterrupted or error-free. The interruption of the availability of the Services may be caused (i) by factors outside of Syncit Group’s reasonable control; (ii) by services, equipment and/or software of third parties where such equipment and/or software is not within the control of Syncit Group; (iii) by abuse or misuse of the Services (or any component thereof) by Client or Client’s authorized users; (iv) by use or maintenance of the Services (or any component thereof) by Client in a manner not conforming to the requirements described in the Agreement; (v) by modifications to the Service by the Client or its personnel.

Neither party makes any warranty or guaranty of any kind, whether express, implied, statutory, or otherwise, and each party specifically disclaims all warranties, whether implied or express, including any implied warranty of title, merchantability, fitness for a particular purpose, or non-infringement, to the maximum extent permitted by applicable laws.

11. Indemnification.

Client will indemnify and defend Syncit Group against any and all third party claims, demands, suits or proceedings and all related judgments, liabilities, awards, damages, costs, including reasonable attorneys’ fees and expenses, arising out of or in connection with (i) personal data protection issues of the Client’s end-users, or (ii) Client’s use of the Services in breach of the Agreement. The indemnification obligations do not apply should any of the claims above arise from the Syncit Group’s breach of the Agreement.

Client will reimburse Syncit Group for all costs and reasonable attorneys’ fees for responding to third party or governmental requests for information arising out of or in connection with issues listed above.

12. Assignment.

Neither party may assign any of its rights or obligations under the Agreement, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld). However, either party may assign the Agreement in its entirety, without the other party’s consent, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, by providing a notice to the other party.

13. Notices.

Notices or other communication mandated to be given by this Agreement by either party to the other shall be or delivered if it is sent by email to the address the Client has given to Syncit Group when subscribing for the Services.

Notices to Syncit Group shall be addressed at: [email protected]

14. Governing Law and Forum Selection.

This Agreement shall be governed exclusively by the laws of the Republic of Serbia without regard to its conflicts of laws principles, and the domicile of the Client. The court in Belgrade, Serbia, shall have exclusive jurisdiction to adjudicate any dispute arising out of the Agreement. Each party hereto expressly consents to the personal jurisdiction of, and venue in, such courts.

The parties agree that the UN Convention on Contracts for the International Sale of Goods shall not apply to the Agreement nor to any dispute or transaction arising out of the Agreement.

15. Publicity

Client consents to Syncit Group’s use of Client’s name and logo and general description of Client’s relationship with Syncit Group in press releases and other marketing materials and appearances. Client further allows Syncit Group to use it as a reference account for marketing purposes. 

16. Severity

If any provision of this Agreement shall be held illegal, void, or unenforceable, the remaining portions shall remain in full force and effect.

17. Changes.

Any and all changes to this Agreement will be posted on AthenaSearch.io, and it will indicate the date they were last updated and their effective date. The changes will become effective thirty (30) days after posting and Client may terminate the Agreement without penalty upon notice to Syncit Group within ten (10) days of the effective date of the revised Terms. Client is deemed to accept and agree to be bound by any changes to the Agreement when Client uses the Service after the effective date of those changes.