Terms and conditions (effective 08.02.2021)

1. PREAMBLE

1.1 Stock Binder Software S.R.L., a limited liability company incorporated in Romania, registered with the Bucharest Trade Registry with no. J40/11380/2019 and with sole identification number 41572980, having its registered office in Bucharest, district 2, 22 Masina de Paine street, bl. 50, entrance 2, 5 th floor, apartment 63, Romania (“StockBinder” or “us” or “we”).

1.2 We operate an independently developed service-as-a-platform network available on www.stockbinder.com (the “Website”) which allows a registered user (online stores, suppliers or manufacturers) to map and match information regarding products, stock availability and price, to exchange information with other registered users for the purpose of creating or furthering business relationships (the “Platform”).

1.3 By completing and submitting your registration application form on the Platform, agree to comply with and be bound by the terms and conditions set forth herein which shall become a services agreement concluded by and between us and you (the “Agreement”). The Platform targets only professionals, which are defined by article 3 of the Romanian Civil Code and is not designed to provide services to consumers or for their personal use.

1.4 You and other users registered on the Platform are referred herein as “Platform Users”.

2. SERVICES AND SUBSCRIPTION

2.1 By becoming a Platform User upon the completion of the registration process on the Website, you may access the Platform functionalities and benefit from the services that StockBinder provides you (the “Services”).

2.2 Our registration process allows you to verify and amend any errors before you submit your application to register on the Platform. Please verify the information that you provide and ensure it is accurate, true and complete.

2.3 If we are unable to supply you with the Services for any reason, we will inform you of this by email and we will not process your request. If you have already paid for the Services, we will refund you the full amount.

2.4 The content on the Platform is provided for information only. The information on the Platform nor the Services that StockBinder provides should not be construed as advice on which you should rely when choosing your business partners or selecting types of products that you wish to sell/buy. You must obtain professional or specialist advice before taking, or refraining from, any action based on the content on the Platform or the interaction with other users.

2.5 The Platform may contain: (i) links to other websites connected with other Platform Users or provided on the Platform by such Platform Users, and/or (ii) content generated by Platform Users, including marketing material, commercial offers, legal documentation, brochures, etc. (together “Platform User Content”). StockBinder assumes no liability whatsoever (in contract or in tort) with respect to such Platform User Content and the availability of the Platform User Content on the Platform should not be construed as an endorsement, approval, or support by StockBinder of such Platform User Content (as such information has not been verified or approved by us). Should
you have any complaint, suggestion or comments regarding the Platform User Content, or any type of information provided on the Platform by other Platform Users please get in touch with us
in accordance with section 7 below.

2.6 For the moment the Services and all the benefits granted to you as a Platform User are free of charge. You hereby acknowledge that in the near future the Services and your membership as Platform User will become chargeable through a monthly subscription. We will notify you in advance when the subscription charges shall come into effect.

3. INTELLECTUAL PROPERTY RIGHTS

3.1 In exchange and as part of the Services, you grant StockBinder a royalty-free, transferrable, irrevocable, perpetual, sublicensable, worldwide right and license to use, display, reproduce, compile, edit, and distribute: any of your Platform User Content (or any part thereof), any other related data and information you provide StockBinder or that is generated from your Platform User Content, and any data or information you allow us to directly obtain from a website owned or controlled by you (“Your Website”) on all other websites we operate or control, websites we provide comparison-shopping content to, email newsletters or other email, or other media or services we offer to clients from time-to-time.

3.2 Subject to paragraph 3.1 , you will maintain all your rights over your intellectual property rights, whether or not registered or capable of registration, including copyright, database rights, patents, trademarks, trade names, registered design rights, unregistered design rights, know-how, confidential information and any applications for the protection or registration of these rights andn all renewals and extensions of them throughout the world (the “Intellectual Property Rights”).

3.3 The Platform, our products, services and content (and any derivate works or upgrades thereof), including, but without limitation to all text, illustrations, files, images, computer programs, software, scripts, graphics, photos, sounds, music, videos, information, content, materials, products, services, URLs, technology, documentation and interactive features and all Intellectual Property Rights related thereof are owned by StockBinder or by our licensors (the “StockBinder Content”). By becoming a Platform User you do not acquire any right, title or interest in any of the StockBinder Content. We reserve any right in and to the StockBinder Content not expressly granted in this Agreement.

3.4 Subject to paragraph 3.3 , you may print off one copy and may download excerpts of any page from the Platform that allows the printing and/or the downloading function for your personal use and in accordance with the terms of this Agreement.

3.5 You do not have the authorization to modify the hard copies or the digital copies of any material that you have printed or downloaded, and you cannot use any illustrations, photographs, video or audio materials or any graphics separately from any accompanying text.

3.6 You cannot use any part of the StockBinder Content, or other Platform User Content available on the Platform for commercial purposes without a prior written consent from StockBinder.

3.7 In connection with the Platform and any of your Platform User Content that is made available to the Platform, and subject to the paragraphs in this section, we may collect certain non-personal identifiable information from you and/or users (but for the avoidance of doubt that shall not entail personal data under the relevant privacy laws and regulations) in order to use, display, reproduce, compile, edit, sell and/or distribute such information in connection with our business.

3.8 StockBinder reserves the right to disclose your identity to any third party that is alleging that any or all of your Platform User Content constitutes a violation of their intellectual property rights, privacy rights or any legitimate right, subject to notifying you in writing of such disclosure. At all times StockBinder reserves the right to remove any or all of your Platform User Content, if in our opinion, such information does not comply with the terms of this Agreement.

3.9 If you breach or attempt to breach any of the relevant provisions in this section, your account on the Platform will be immediately terminated without any refund and StockBinder reserves all rights and remedies granted by this Agreement or by the applicable laws.

4. YOUR REPRESENTATIONS AND WARRANTIES

4.1 By agreeing to the terms and conditions of this Agreement, you represent and warrant that:

4.1.1 you are a professional, as defined by article 3 of the Romanian Civil Code;

4.1.2 neither the content on Your Website(s), or in any of your Platform User Content you provide us nor other materials that you provide us: (i) will violate any law or regulation; (ii) will infringe in any manner any copyright, patent, trademark, trade secret or other intellectual property right of any third party; (iii) will breach any duty toward or violate the rights of any person or entity including, without limitation, rights of publicity or data privacy, or will result in any consumer fraud, product liability, civil liability for tort, breach of contract, injury, damage or harm of any kind to any person or entity; and (iv) is false, misleading, defamatory, slanderous, obscene or threatening to consumers or to any concerned third party;

4.1.3 any information contained in your Platform User Content that you provide us reflect products and services that you are able and willing to offer to other Platform Users, and that you will promptly make any necessary changes if any information is not up to date or accurate;

4.1.4 notwithstanding anything in this Agreement to the contrary, unless StockBinder expressly agrees in writing to take on additional responsibilities, you shall at all times be responsible for the information contained by the Platform User Content; and

4.1.5 all additional information you provide about your business or otherwise, including in the registration process on the Platform as a Platform User is accurate, complete and up to date.

5. YOUR OBLIGATIONS

5.1 You hereby agree to defend and indemnify StockBinder and its affiliates, licensees, vendors, contractors, agents, and employees (collectively the “Agents”), from any and all liabilities, costs and expenses, including, without limitation, reasonable attorney's fees and legal fees, that may arise from you being a Platform User, your breach of the terms of this Agreement and from any content or materials that you provide as Platform User Content.

5.2 Notwithstanding anything to the contrary in this Agreement, you will not be liable for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage that we may incur in relation to your breach of the terms of this Agreement.

6. USE OF THE PLATFORM

6.1 You may use the Platform only for lawful purposes. You may not use the Platform:

6.1.1 in any way that breaches any applicable local, national or international law or regulation;

6.1.2 in any way that is unlawful or fraudulent or has any unlawful or fraudulent purpose or effect;

6.1.3 for the purpose of harming or attempting to harm minors in any way;

6.1.4 to bully, insult, intimidate or humiliate any person or other Platform Users;

6.1.5 to send, knowingly receive, upload, download, use or re-use any material which does not comply with the provisions of this Agreement;

6.1.6 to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);

6.1.7 to knowingly transmit any data, send or upload any material on the Platform or create hyperlinks to websites that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;

6.1.8 to upload or disseminate material promoting terrorism, criminal, abusive or unlawful behaviour;

6.1.9 to mine data and to use the data acquired while a Platform User for unlawful purposes; and

6.1.10 to carry out actions of commercial espionage or in breach of Romanian Competition law, including exchange of commercially sensitive information with Platform Users that may be deemed as your competitors. In case you are breaching this sub-paragraph and the Romanian Competition Council holds that the Romanian Competition law has been breached, you agree to indemnify StockBinder for any fine, loss, expense or loss (direct or indirect, including legal and professional fees) that may be imposed or incurred by StockBinder in relation thereof.

6.2 You also agree:

6.2.1 not to reproduce, duplicate, copy or re-sell any part of the Platform in breach of the provisions of this Agreement;

6.2.2 to remain solely liable for your Platform User account, to keep confidential and only for internal designated employees the username and password associated with your account as Platform User and any other information received while a Platform User, and you may not share such information with other third parties or share any other information received while a Platform User. Section 8 remains applicable; and

6.2.3 not to access without authority, interfere with, damage or disrupt: (i) any part of the Platform; (ii) any equipment or network on which the Platform is stored; (iii) any software used in the provision of the Services; or (iv) any equipment or network or software owned or used by any third party.

6.3 While you are a Platform User, you acknowledge and agree that you will use the Platform and benefit from our services “AS IS” and that we do not provide any warranty or representation whatsoever regarding the Platform or the Services, any information, products or services available through the Platform. We therefore disclaim any warranty or representation regarding the availability, accuracy or content of the Platform or the Services, or any information, products or services available through the Platform or otherwise, website traffic or other benefits to be generated by the Platform, or that the aforementioned will be uninterrupted or error-free.

6.4 Nothing in this Agreement limits any liability which cannot legally be limited.

6.5 StockBinder will not be liable to you in connection or arising out of the terms of this Agreement for use of, or inability to use the Platform or its functionalities or use of or reliance of any Platform User Content and any information available on the Platform.

6.6 Our liability (including for any damages caused or allegedly caused by) any failure of performance, error, omission, interruption or delay in the operation or transmission, computer virus or any other cyberattack, theft or unauthorized access to, alteration of, or unlawful use of our records, which is the result of our exclusive fault, whether for breach of contract, civil liability for tort, or under any cause for action shall be limited in aggregate to the total amount that you have paid to us in the prior 3 months period prior to such alleged breach or occurrence of damages. StockBinder shall not be liable for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage that you may have incurred in relation to our breach of the terms of this Agreement.

6.7 This limitation set forth in paragraph 6.4 on such damages shall apply whether or not we are able to correct any problem or error, and whether or not we have breached any warranty or obligation, it being the intention of the parties to allocate the risk of such damages as provided herein in all circumstances, and you acknowledge that we would not have entered into this Agreement but for this limitation on such damages.

6.8 Unless you notify us in writing that you intend to make a claim in respect of an event within the Notice Period, we shall have no liability for that event. The notice period for an alleged event shall start on the day on which you become, or ought reasonably to have become, aware of the event having occurred and shall expire after 1 year from that date (the “Notice Period”). The notice must be in writing and must identify with reasonable details the event and the grounds for the claim.

7. NOTICES

7.1 You acknowledge that general notices applicable to all Platform Users (including any amendment of this Agreement) shall be sufficient if posted on the Platform. We undertake to use commercially reasonable efforts to notify you in writing via email of such notice and you hereby agree to be bound by any such notice.

7.2 Any specific notice that would concern only you, will be sent in an email to the email address that you have provided when you have registered as a Platform User and you hereby agree that any change of contact details must be notified by you using the Platform, and in the absence of such notice, any notice sent to the Platform User shall be deemed to have been duly served on the contact details that are registered on the Platform at the date of such notice being sent.

7.3 You may contact us at office@stockbinder.com or in writing via courier at the address set forth in paragraph 1.1 above. We will notify you in writing if there is any change to our contact details or through the Platform.

8. CONFIDENTIALITY

8.1 You agree that you shall not, without our prior written consent, disclose the whole or any part of our Confidential Information to any person except your own employees and/or subcontractors and only to the extent necessary for the proper performance of this Agreement. You undertake to StockBinder that such employees and/or subcontractors will be made aware of the confidentiality of such information and will comply with the obligations of confidentiality set out in this Agreement. For the purpose of this Agreement, “Confidential Information” shall mean any information which has been identified as confidential at the time of disclosure or ought reasonably to regard as being confidential (whether or not designated as such) including the existence of this Agreement and its content.

8.2 You will establish and maintain proper security measures and procedures to provide for the safe custody of our Confidential Information and to prevent unauthorised access and/or use of such information.

8.3 The confidentiality obligations shall not apply to information that: (i) comes into the public domain other than by way of a breach of this Agreement, (ii) is lawfully in your possession before any disclosure that we made before this Agreement, (iii) you lawfully receive from a third party, who is free of any confidentiality obligations towards us at the time of disclosure, and (iv) is required to be disclosed by law or any public authority.

8.4 StockBinder will use any personal information that you provide, which shall only include the identification information for the individual that you designate to be a contact person in the Platform, in accordance with the relevant privacy laws, including the GDPR, and only for the sole purpose of providing the Services, processing any payments required in exchange for the Services and to inform you of any other services that we provide.

8.5 Upon the termination by any means of this Agreement, you will promptly destroy, erase or return to us, as applicable, any Confidential Information and you will certify such actions in writing to us. However, the confidentiality obligations in this section 8 shall survive the termination of this Agreement for a period of two (2) years.

9. TERMINATION

9.1 This Agreement will remain in effect until terminated by either you or StockBinder.

9.2 If you are dissatisfied with the Platform or with any of the terms and conditions contained herein, your sole and exclusive remedy is to terminate your membership as Platform User by giving us written notice as provided in section 7 or closing the account in the Platform.

9.3 Notwithstanding anything contained in this Agreement to the contrary, we may, in our sole discretion, suspend or terminate your Platform User account or any other services or products that we are providing at any time, if you breach any term of this Agreement or you engage in any behavior detrimental to StockBinder. All decisions made by us in this matter will be final and you agree that we shall have no liability to you or anyone else with respect to such decisions.

9.4 Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

10. FORCE MAJEURE

10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by any act or event beyond our reasonable control (including but not limited to any cause, including any element of nature, preventing or delaying us from performing any or all of our obligations which arises from or is attributable to acts, events or omissions beyond our reasonable control including war, terrorism, riots, fires, floods, storms, earthquakes, pandemics, strikes, and such event could not have been prevented by reasonable precautions and cannot be circumvented by us, and to force majeure as defined by the Romanian Civil Code) (“Force Majeure Event”).

10.2 If any Force Majeure Event occurs, we will contact you as soon as reasonably possible to notify of such event and during the period of time when the Force Majeure Event continues to produce effects our obligations under this Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Force Majeure Event.

10.3 If the Force Majeure Event continues for more than 20 (twenty) business days after we have notified you of such, you may choose to cancel your membership as Platform User in accordance with the relevant paragraphs of this Agreement.

11. MISCELLANEOUS CLAUSES

11.1 This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between you and StockBinder other than the contractual relationship expressly provided for in this Agreement.

11.2 You may not assign or transfer any of your rights and obligations under this Agreement without our prior written consent. We may assign or transfer our rights and obligations under this Agreement to any other third party without your written prior consent, but we will promptly notify you of such assignment or transfer.

11.3 If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances or the validity or enforcement of this Agreement.

11.4 No delay, neglect or forbearance on the part of either party of this Agreement in enforcing against the other party any term or condition of this Agreement shall either be or be deemed to be a waiver or in any way prejudice any right of that party under this Agreement. No right, power or remedy in this Agreement conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party.

11.5 In certain instances it may be necessary to update or modify this Agreement to reflect updates to our business practices and policies, and for other reasons. We also may, in some instances, need to provide you with operating rules, guidelines, policies or additional terms that govern the terms and conditions of you using the Platform (the “Additional Terms”). You agree that we may at any time provide you with Additional Terms as per section 7 or update or modify this Agreement, as appropriate or necessary. To the extent any Additional Terms conflict with this Agreement, the Additional Terms will prevail.

11.6 In the event we modify this Agreement or any Additional Terms, we will send notice to you at the email address we have on file and in accordance with section 7 . Unless you notify us within fifteen (15) days of the day we send the email notice to you, you will be deemed to have accepted the new terms. Notwithstanding the foregoing, your continued use of the Platform after receiving the such notice in respect of any Additional Terms will mean that you consent to and accept the new terms.

11.7 This Agreement (including any Additional Terms incorporated by reference) constitutes the entire agreement, and supersedes all previous written or oral agreements, between you and StockBinder in connection with the Platform. By agreeing to the terms and conditions of this Agreement you confirm that you have not relied on any statement, promise or representation or assurance or warranty that is not expressly set out in this Agreement.

11.8 In accordance with article 1203 of the Romanian Civil Code, you expressly confirm and agree that you accept to be bound by all unusual clauses/ paragraphs set forth in this Agreement, which you have properly read, took time to understand and review and in relation to which you had the adequate time to engage legal counsel for assistance (including those in sections 2, 5, 6, 9, 10 and 11).

11.9 This Agreement is governed by and construed in accordance with Romanian law. Any disputes arising out of or in connection with this Agreement will be settled amicably. Any dispute arising out of or in connection with this Agreement, including with respect to its conclusion, annulment, interpretation, construction, performance or termination thereof shall be resolved by the competent courts of law located at our registered office in Bucharest, Romania.