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These Terms of Use form a binding legal agreement between Crowdy OÜ and/or any subsidiary of Crowdy OÜ (“us”, “we” and “our”) and the customer. These terms of use (“Terms of Use”) govern the customer’s (as defined below) access to and use of our services (as defined below). By using the services (including the site) in any manner or by completing an order form, the customer hereby agrees to be bound by these Terms of Use.

Article 1: Definitions

1.1 Definitions

When you interact with the www.crowdy.ai Site, we strive to make the experience simple and meaningful. When you access our Site, our web server sends a cookie to your computer. A cookie is a small text file that may be stored on your computer or mobile device that contains data related to the site you visit. It may allow the site to “remember” your actions or preferences over a period of time or may be used to tell us whether customers and visitors have visited the Site before. If you click on a link to a third-party Site, that third-party Site may also transmit cookies to you. Cookies help us to improve our Site and provide a better and more personalised service. Cookies can also help ensure that the adverts you see online are more relevant to you and your interests. Certain terms in the Transaction Document have the same meaning as in these Terms of Use unless the context indicates otherwise.

Crowdy OÜ and may include an Affiliate to the extent such Affiliate is involved in providing the Services.

“Crowdy Support APIs” means any proprietary Crowdy OÜ support application programming interface (API) that may be made available as part of the Services.

“Affiliate” means any person who directly or indirectly controls or is controlled by, or is under common control with, a specified person. For purposes of this definition, “control” means direct or indirect ownership of more than fifty per cent (50%) of the voting shares of an entity.

“Summarised and Statistical Information” has the meaning set forth in Section 5.3.

“Agreement” means these Terms of Use and any Transaction Document or other document referred to herein.

“Customer Authorised Users” means Customer’s employees or agents authorised by Customer to access the Services and/or Chatbot on Customer’s behalf.

“Chatbot” means Crowdy’s proprietary artificial intelligence-based conversational Chatbots provided as part of the Services, including any Chatbot designed to automate customer interactions, engage customers, and assist with customer support and technical support.

“Change” has the meaning set forth in Section 3.2(1).

“Change Order” means a Transaction Document signed by the Parties to amend an existing Transition Document.

“Change Request” has the meaning set forth in Section 3.2(3).

“Change Request Procedure” has the meaning specified in Section 3.2(1).

“Channel” means Crowdy’s webchat and/or any other communication or messaging channel(s) specified in the Terms and Conditions.

“Confidential Information” has the meaning set forth in Section 7.1.

“Conversation” means an exchange of messages between a Chatbot and an End User in the same Channel within 24 hours. A Conversation begins when an End User sends a message to Crowdy OÜ. The Conversation ends when the End User exits the Chatbot or after 24 hours of inactivity since the last message sent by the Chatbot. If the Conversation is initiated by the Customer as part of a proactive campaign, the Conversation will only be charged if the End User responds.

“Customer” means the person named in the Terms and Conditions and/or any person or entity who uses the Services.

“Customer Content” means any Customer Data, materials or other content that Customer provides to Crowdy OÜ.

“Client Content Licence” has the meaning set forth in Section 5.3.

“Customer Data” has the meaning set forth in Section 5.3.

“Customer Dependencies” has the meaning set forth in Section 3.1.

“Documentation” means any manuals, instructions, release notes or other documents or materials that Crowdy OÜ provides or makes available to Customer in any form or medium that describe the functionality, components, features or requirements of the Services, including any aspect of their installation, configuration, integration, operation, use, support or maintenance.

“End User” means Customer’s end users who interact with the Chatbot or otherwise use the Crowdy OÜ Services.

“End User Data” means any information, data or material relating to Customer’s end users that Crowdy OÜ receives (a) directly from the end user; (b) from Customer; or (c) from a third party authorised by Customer, which in each case may include Personal Data.

“Force Majeure Event” has the meaning set forth in Section 12.1.

“Implementation Services” has the meaning set forth in Section 2.2(1).

“Indemnifying Party” has the meaning set forth in Section 10.4.

“Released Parties” has the meaning set forth in Section 10.4.

“Initial Term” has the meaning set forth in the Terms and Conditions.

“Intellectual Property Rights” means all industrial and other intellectual property rights including or relating to: (a) patents and inventions; (b) trademarks; (c) Internet domain names, whether or not they are trademarks registered by any authorised private registrar or public authority, web addresses, web pages, websites and URLs; (d) works of authorship, expressions, designs and design registrations, whether or not they are copyrighted, including copyright and copyrighted works, software and firmware, application programming interfaces (e) trade secrets; and (f) all industrial and other intellectual property rights and all rights, interests and remedies which are related to, equivalent or analogous to or required for the exercise of any of the foregoing, whether or not they arise in each case registered or unregistered, including all registrations and applications, and renewals or extensions of such rights or forms of protection under Estonian law .

“Managed Services” means the services related to the setup and/or maintenance of the Chatbot as more fully described in the Terms and Conditions.

“Order Form” means (a) an online order form submitted through the Site, subscribing to the Services (which may be available from time to time); or (b) an order form signed by Customer and representatives of Crowdy OÜ subscribing to the Services, in each case incorporating these Terms of Use.

“Party” means either Customer or Crowdy Support and “Parties” means both Customer and Crowdy OÜ Support.

“Personal Data” means any information relating to an identified individual.

“Crowdy Services” means Crowdy’s chatbot provided as a service through which it provides its conversational Chatbots and related software offerings.

“Professional Services” means any managed services, implementation services, support services or other professional services to be provided to Client in connection with the Terms and Conditions.

“Renewal Term” has the meaning set forth in the Terms and Conditions.

“Services” means collectively, (a) the Crowdy OÜ Services; (b) the Crowdy APIs; (c) the Professional Services; and (e) any other products and services specified in the Terms and Conditions or otherwise provided by Crowdy OÜ pursuant to these Terms of Use.

“Site” means any Crowdy OÜ website.

“Terms of Reference” or “TOR” means any written or electronic terms of reference for the ordering of professional services to be provided by Crowdy’s representatives to Client with respect to the Services.

“Subcontractor” has the meaning set forth in Section 2.4.

“Support Services” has the meaning set forth in Section 2.2(2).

“Term” has the meaning set forth in Section 9.1.

“Terms of Use” has the meaning set forth in the preamble.

“Third Party Claim/Litigation” has the meaning set forth in Section 10.4.

“Third Party Materials” has the meaning set forth in Section 2.6.

“Transaction Document” means a valid order form, statement of work or similar attachment including the scope of work to be performed and Terms and Conditions executed and entered into between Crowdy OÜ (or an Affiliate) and Customer, as applicable to the Services.

Article 2: Services, accessibility, performance and limitations

2.1 Using Crowdy OÜ services

Subject to Customer’s compliance with this Agreement, Crowdy OÜ will provide Customer with the Crowdy OÜ chatbot Services specified in the Terms and Conditions on the terms and conditions set forth in Terms and Conditions . Any use of Crowdy OÜ will be governed by the Terms and Conditions and Crowdy’s usage documentation.

2.2 Additional services

During the Term and solely to the extent set forth in the Terms and Conditions entered into between Customer and Crowdy representatives, Crowdy OÜ Support shall provide Customer with the following additional services, as applicable, in accordance with and subject to the terms and conditions set forth in these Terms and Conditions:

  1. the implementation services set forth in the Terms and Conditions (“Implementation Services”);
  2. the support services specified in the Terms and Conditions (“Support Services”);
  3. Managed Services as set forth in the Terms and Conditions (“Managed Services”);
  4. any other professional or related services as may be expressly agreed between the Client and Crowdy OÜ at the relevant time as set out in the Terms and Conditions (collectively, the “Professional Services”).

2.3.Performance

Customer agrees that Crowdy OÜ may, from time to time at its sole discretion, engage third parties to provide the Services (each, a “Subcontractor”).

2.4 Duties of the customer

Customer will: (a) be solely responsible for any use of the Crowdy OÜ Services and Documentation under Customer User accounts; (b) not transfer, resell, rent, lease, licence or otherwise make the Crowdy Services available to third parties other than Authorised Customer Users (except that Chatbots may be used by End Users as provided for in the Terms and Conditions) or offer them separately; (c) use the Crowdy OÜ Services only in accordance with this Agreement, and (d) use the Crowdy OÜ Services only in accordance with the terms and conditions of this Agreement, and (e) use the Crowdy OÜ Services only in accordance with the terms and conditions of this Agreement, and (f) use the Crowdy OÜ Services only in accordance with the terms and conditions of this Agreement.

2.5 Third party products and services

Certain features of the Services are integrated with and rely on third party products and services that Customer chooses to use with the Services, including Customer’s APIs or third party APIs (“Third Party Materials”). Accordingly, Customer acknowledges and agrees that the availability and performance of certain features will depend on the availability and performance of such Third Party Materials on which they depend. Any Third Party Materials used by Customer in connection with the Services, whether purchased or obtained directly by Customer or provided as an integration of Crowdy OÜ and not contemplated by these Terms of Use, are subject to the applicable third party licence and Customer is solely responsible for compliance with such third party licences. For greater certainty, Third Party Materials shall not include any third party material or information that is incorporated into, integrated with or linked to the Services and that Crowdy OÜ distributes or licences to its customers generally without Customer’s knowledge or consent.

Article 3: Governance; Change Requests

3.1 Dependencies

In connection with Crowdy’s provision of the Services, Customer will: (a) reasonably co-operate with Crowdy OÜ (including providing timely decisions and approvals, if applicable); and (b) perform those tasks and undertake those responsibilities set out in the Terms and Conditions or otherwise agreed in writing. Customer understands that Crowdy’s performance is dependent upon Customer’s timely and effective satisfaction of Customer’s Customer Responsibilities, and Crowdy OÜ will not be liable for any failure or delay in performing its obligations under this Agreement to the extent caused by Customer’s failure to perform. Crowdy will be entitled to rely on all decisions and approvals of Customer in connection with the Services.

3.3 Procedure for requesting a change

In connection with the provision of the Services by representatives of Crowdy OÜ:

  1. Each Party will follow the procedure (the “Change Request Procedure”) set forth in this Section if it wishes to make any material changes, additions, reductions, deletions, deletions, modifications, relocations, improvements, amendments, delays, rescheduling or adjustments (“Changes”) to the Fulfillment Services.
  2. Either Party may give notice to the other Party requesting a change.
  3. Either Party may request a Modification by sending the other Party a notice (a “Modification Request”) that specifies the Modification in reasonable detail for the recipient to evaluate.
  4. Upon receipt of a change request, Crowdy OÜ will prepare an estimate describing the change and any applicable fees. No change will be binding unless the parties execute a change order.

Article 4: Updates

4.1 Service Updates

Crowdy OÜ reserves the right to make changes and updates to the Services. Crowdy OÜ will inform Customer of any planned material changes or updates to its Services by sending an email notification or posting on Crowdy’s Services. In the event of any emergencies, unplanned changes or updates, or minor changes to Crowdy OÜ, Crowdy OÜ will notify Customer. Crowdy OÜ reserves the right to provide Support Services only with respect to the most current version of the Crowdy OÜ Services.

Article 5: Property rights

5.1 Preserving rights

Crowdy OÜ owns all right, title and interest, including intellectual property rights, in and to: (a) the Services; (b) Aggregated and Statistical Information; (c) any materials or work products developed or provided by Crowdy OÜ to Customer pursuant to the Terms and Conditions or as part of the Implementation Services; and (d) any modifications, updates, improvements, adaptations, translations or derivative works to the foregoing. Except for the rights expressly granted to Customer, all other rights with respect to the Services are expressly reserved by Crowdy.

5.2 Feedback

Crowdy OÜ is free to use any suggestions, feedback or ideas that Customer may provide. By providing any feedback to Crowdy, Customer grants Crowdy OÜ a permanent, worldwide, fully transferable opportunity to use the feedback that Customer provides. Crowdy OÜ may use any feedback provided for a variety of purposes, which may include, but are not limited to, modifying and improving the Services, other current and future Crowdy OÜ services/products, advertising or marketing materials without any payment or other additional obligation to Customer.

5.3 Customer data

As between Customer and Crowdy, Customer owns and retains ownership of Customer Content that Customer provides, stores or processes through the Services, including End User Data and any other Personal Data that Customer provides about Customer’s End Users (“Customer Data”). Customer hereby grants Crowdy OÜ worldwide, royalty-free and non-exclusive access to the Customer Data and End User Data for the purposes of (a) providing the Services; (b) fulfilling the obligations set forth in this Agreement or required under Estonian law; and (c) improving the Services and creating industry standard aggregated and anonymised information that does not contain any Personal Data (“**Agggregated and Statistical Information**”). Together with Section 5.2 provided to Crowdy OÜ by Customer, constitute the “Opportunity to use on Customer Content”.

To the extent that any Customer Data includes any personal data, such personal data will be stored and processed by Crowdy OÜ representatives in accordance with the terms of its privacy policy set out on www.crowdy.ai to the extent required by Estonian law, Crowdy OÜ Data Processing Supplement.

5.4 Warranties

The Customer represents and warrants to Crowdy OÜ that the Customer has all rights and authorisations necessary to grant the foregoing Enabling Use of the Customer Content and that the use of the Customer Content in the manner intended will not infringe the rights of third parties. Customer is solely responsible for obtaining and will obtain all rights, consents and permissions from Customer’s Authorised Users and End Users, and for providing them with all necessary information, in each case as required by Estonian law, to: (a) use its End User Data in connection with the Services; and (b) for Crowdy OÜ to perform the Services and its obligations under this Agreement, including collecting, acquiring, accumulating, storing, processing and accessing End User Data and/or Persona Data. Customer agrees that it will (i) not request any sensitive personal information, including credit card or banking information or other personal information, from its End Users through the Services; and (ii) inform Crowdy OÜ of any data protection laws applicable to Customer’s Authorised Users or End Users.

5.5 Responsibility for content

Customer is responsible for all Customer Content provided pursuant to this Agreement and for compliance with these Terms of Use, including obtaining all necessary licences, permissions and consents to make all materials constituting Customer Content available to Crowdy OÜ Support for transmission, posting and storage by Crowdy OÜ Representatives. For greater certainty, Customer is solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Content. Among other things, Customer shall provide Crowdy OÜ with any information in its privacy notices or otherwise as required by law regarding Customer’s use of the Services to collect and process End User Data (e.g., disclosing the use of a virtual third party chat bot and storing chat conversations).

Article 6: Cost and payment

6.1 Charges for services

The fees for the Services ordered by the Customer are the fees described in the Terms and Conditions. Additional products and services, including premium features, that are not specified in the Terms and Conditions may be subject to additional fees. If Customer purchases a certain number of Conversations and exceeds the Conversations limit in the Terms and Conditions, Crowdy OÜ will bill Customer for the additional Conversations at the rates agreed to in the Terms and Conditions or at Crowdy’s then-current rates.

6.2 Invoices and payment

Invoices will be sent and payment will be made in accordance with the Terms and Conditions. Unless otherwise stated in the Terms and Conditions, invoicing and payment will be in monthly instalments in advance and the Client must pay all invoices within 5 days of receipt. The Customer must pay invoices by bank transfer or direct payments from the Customer’s credit card.

6.3 Taxes

Unless otherwise stated, Crowdy’s fees do not include any direct or indirect local, state, provincial, federal or foreign taxes, levies, duties, imposts or similar governmental assessments of any nature, including value added, goods and services, harmonised, use or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases under these Terms of Use. If Crowdy OÜ has a legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the applicable amount shall be invoiced and paid by Customer unless Customer provides Crowdy OÜ with a valid tax exemption certificate certified by the appropriate taxing authority.

ESTONIA

Article 7: Confidentiality

7.1 Confidential information

As used herein, “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential, given the nature of the information and the circumstances of disclosure, including information in the Terms and Conditions, Customer Data, non-public aspects of the Services, business and marketing plans, technology and technical information, product designs and business processes, and (a) is or becomes generally known to the public without breach of any obligation to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure; and (c) is or becomes generally known to the public without breach of any obligation to the Disclosing Party. Confidential Information does not include any information that: (a) is or becomes generally known to the public without breach of any obligation to the Disclosing Party; (b) was known to the Receiving Party prior to disclosure by the Disclosing Party without breach of any obligation to the Disclosing Party; (c) was independently developed by the Receiving Party without breach of any obligation to the Disclosing Party; or (d) is obtained from a third party without breach of any obligation to the Disclosing Party.

7.2 Confidentiality

The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the prior written authorisation of the Disclosing Party. Notwithstanding the foregoing, Crowdy OÜ may disclose this Agreement to its Affiliates, actual and potential investors, shareholders, consultants, contractors, advisors and partners.

7.3 Defence

Each Party agrees to protect the confidentiality of the other Party’s Confidential Information in the same manner as it protects the confidentiality of its own proprietary and confidential information of a similar nature (but in no event with less than reasonable care).

7.4 Compulsory disclosure of information

If the Receiving Party is required by Estonian law to disclose Confidential Information to the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent permitted by Estonian law) and reasonable assistance at the Disclosing Party’s expense if the Disclosing Party wishes to contest the disclosure.

7.5.Remedies

If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in violation of the confidentiality protections of this Agreement, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief against such actions, with the parties specifically acknowledging that any other available remedies may be inadequate.

Article 8: Suspension of services

8.1 Suspension of services

Crowdy OÜ Support may suspend Customer’s access to the Services if any of the following events occur:

  1. deterioration or instability of any part of the Crowdy OÜ Services, in which case Crowdy OÜ will endeavour to provide Customer with prior written notice;
  2. if Customer’s account is delinquent for five (5) days or more this is in addition to any other rights or remedies of Crowdy OÜ and will continue until Customer pays all outstanding amounts in full;
  3. emergency, suspected fraud, enforcement by external authorities or regulatory requirements without notice or with at least five (5) days written notice to the Customer, if practicable; or
  4. Client’s failure to comply with the terms of the Agreement.

Crowdy OÜ shall not be liable for any losses, lost profits, potentially lost business opportunities or other damages that may arise from Crowdy’s suspension of Customer’s access to the Services.

Article 9: Conditions and termination

9.1 Term

This Agreement will continue for the period specified in the Terms and Conditions, including for clarity the Initial Term and any Renewal Term specified therein (the “Term”). If a Renewal Term is not defined or specified in the Terms and Conditions, this Agreement will automatically renew for successive periods of one (1) year commencing on the date of expiration of the Initial Term unless either Party provides the other Party with thirty (30) days’ written notice of its intention not to renew. Notwithstanding anything in this Agreement, in the event the Parties negotiate in good faith the terms of any Renewal Term, the terms of this Agreement and the most recent Transaction Document will govern until any subsequent Transaction Document is signed.

9.2 Cancellation

Either Party may immediately terminate this Agreement by written notice if the other Party:

  1. has committed a material breach of this Agreement, which may be cured, and the breaching Party has not cured the breach within thirty (30) days of written notice from the other Party;
  2. commits a material breach of this Agreement that cannot be cured;
  3. repeatedly breaches this Agreement and has received prior written notice that further breach of this Agreement will result in termination;
  4. is subject to a bankruptcy order, or becomes insolvent, or enters into any agreement or compromise with creditors or assignment in favour of its creditors, or if it goes into voluntary (other than reorganisation or merger) or compulsory liquidation, or a receiver or administrator is appointed for its assets, or if the equivalent of any of such events occurs under Estonian law; or
  5. is unable, as a result of force majeure or for any other reason, to comply with a material part of this Agreement for a continuous period of not less than sixty (60) days.

9.3 Consequences of termination

The following are the consequences of termination:

  1. Any termination of this Agreement (regardless of the cause) shall not affect any acquired rights or obligations of either Party, nor shall it affect the coming into force or continuance of any provision of this Agreement which is expressly or impliedly intended to come into force or continue in force at or after such termination.
  2. Upon termination of this Agreement, Customer shall, at Crowdy’s option, return all Confidential Information to Crowdy OÜ and any copies thereof or destroy or permanently delete all such Confidential Information and provide written confirmation that it has done so.
  3. Upon termination of this Agreement, at Customer’s request, Crowdy OÜ will destroy or permanently delete all of Customer’s Personal Data.
  4. Notwithstanding any provision of this Agreement to the contrary, the obligation to return, destroy or permanently delete all copies of the other Party’s Confidential Information shall not apply to automatically created computer backups or archival copies in the Parties’ automatic backup systems, provided that such copies are maintained in accordance with the provisions of this Agreement for the duration of their retention.

Article 10: Guarantees, disclaimers and indemnities

10.1 Mutual guarantees

Each Party represents and warrants to the other Party that: (a) it is a company duly organised, validly existing and in good standing under Estonian law; (b) it has all necessary powers, rights and authorisations to execute, deliver and perform its obligations under these Terms of Use; (c) the execution and delivery of these Terms of Use and the performance of its obligations under these Terms of Use have been duly authorised by it and (d) it has been duly authorised to perform, deliver and perform its obligations under these Terms of Use.

10.2 Disclaimer

Except as specifically provided in this Agreement, the Services are provided without any representations, conditions and/or warranties of any kind. Crowdy OÜ and its licensors and/or suppliers make no other representations or warranties or conditions, express, implied, statutory or otherwise, with respect to the Services or content provided through the Services provided under this Agreement, and Crowdy OÜ expressly disclaims any statutory representations, warranties and/or conditions against infringement and any implied representations, conditions and/or warranties of merchantability, merchantability, durability, title and fitness

Customer understands that Customer is responsible for its own development and use of the Services, including Customer’s question and answer threads in the Chatbot and any Customer Data that Customer may integrate into the Chatbot. Crowdy OÜ is not responsible for Customer Data (including Personal Data) that Customer chooses to share, integrate, access or otherwise process through the Chatbot.

10.3 Intellectual property damages

In the event of liability, Crowdy OÜ agrees to defend Customer against third party claims arising out of the Services’ infringement of any patent or any copyright or misappropriation of any trade secret (“Intellectual Property Claim”) and to pay amounts finally awarded by a court or included in a settlement approved by Crowdy, provided that (a) Crowdy OÜ is promptly notified of any threats, claims and proceedings related thereto; (b) Customer provides reasonable assistance requested by Crowdy; and (c) Crowdy OÜ provides reasonable assistance to Customer. If, in connection with an infringement claim, a court of competent jurisdiction finds the Services to be infringing or believes that Crowdy OÜ believes them to be infringing, Crowdy OÜ may, at its sole discretion and expense (A) replace or modify the Services so that they are not infringing, provided that such modification or replacement contains substantially similar features and functionality, (B) obtain a licence for Customer to continue to use the Services, or (C) if none of the foregoing is commercially feasible, terminate this Agreement and Customer’s rights hereunder and provide Customer with a refund of any prepaid, unused Service Fees calculated on a monthly pro-rata basis.

10.4 Mutual reparation of damages

Each Party (“Indemnifying Party”) agrees to defend the other Party and its affiliates, officers, directors, employees and representatives (“Indemnified Parties”) from and against any claims, complaints, demands, investigations, actions, suits and proceedings by third parties for which the Indemnifying Party is responsible (each, a “Third Party Claim/Proceeding”) and all liabilities and obligations (including damages, administrative monetary penalties, financial sa

  1. in the case of Customer acting as a Protecting Party, any violation of Sections 2.5, 5.4 or 5.5, any violation by Customer of applicable laws, or any third party claims relating to Customer Content, including where Customer Content infringes the rights, including intellectual property rights or privacy rights, of any third party; or
  2. in the case of Crowdy OÜ acting as a Guardian, Crowdy’s unauthorised disclosure of Personal Data contrary to these Terms of Use, other than arising out of or otherwise related to any act or omission of the Customer.

10.5 Conditions

In response to the Indemnified Party’s obligations under Section 10.4, the Indemnified Party shall (a) promptly provide the Indemnified Party with written notice of the Third Claim/Litigation; (b) give the Indemnified Party exclusive control over the defence and settlement of the Third Claim/Litigation; and (c) provide the Indemnified Party with all reasonable assistance in the defence and/or settlement of the Third Claim/Litigation.

10.6 Exceptions

The foregoing obligations do not apply to any intellectual property rights claims with respect to parts or components of the Services (i) not provided by Crowdy, (ii) that are combined with other products, processes or materials where the alleged infringement involves such combination, (iii) where Customer continues the allegedly infringing activity after receiving notice thereof or after being informed of changes that would have avoided the alleged infringement, (iv) where Customer’s use of the Services

Article 11: Limitation of liability

11.1 Limitation of indirect liability

Neither Party shall be liable for the errors, acts, omissions, failures to act, negligence or wilful misconduct of any other person or entity, including without limitation entities such as Affiliates, subsidiaries, agents or subcontractors of either Party. In no event shall either Party be liable for any indirect, incidental, punitive or special damages that either Party or End Users, Affiliates, parents, partners, agents, officers, directors or employees may suffer or incur in connection with this Agreement, including those arising from the acts or omissions of either Party pursuant to this Agreement.

11.2 Limitation of liability

To the maximum extent permitted by applicable Estonian law, each Party’s aggregate liability for all claims related to this Agreement shall not exceed the equivalent of the fees paid by Customer to Crowdy OÜ for the previous six (6) months preceding the claim.

11.3 Exceptions to restrictions

These limitations of liability shall not apply to either Party’s indemnification obligations under Article 10. With respect to Crowdy’s indemnification obligations under Article 10, Crowdy’s aggregate liability for all claims shall not exceed the equivalent of the fees paid by Customer to Crowdy OÜ for the previous twelve (12) months preceding the claim.

Article 12: Force Majeure

12.1 Circumstances

Neither Party shall be liable for the incomplete performance or non-performance of its obligations under these Terms of Use, except for any payment obligations, or for losses incurred due to any circumstances beyond the reasonable control of the Parties that directly affect the activities contemplated by these Terms of Use, including, but not limited to, regulations promulgated by state and governmental agencies and binding on the parties, including, but not limited to, those imposed by any governmental or non-governmental agency, including, but not limited to, those imposed by any governmental or non-governmental agency, and those imposed by any governmental or non-governmental agency, including, but not limited to, those imposed by any governmental or non-governmental agency and those imposed by any governmental or non-governmental agency.

12.2 Conditions

A Party that cannot fulfil its obligations as a result of a Force Majeure Event shall immediately notify the other Party thereof and confirm such notification in writing no later than seven (7) calendar days from the date of such Force Majeure Event. Such notice shall contain the obligations that cannot be fulfilled and shall contain an estimated time frame when such obligations can be fulfilled. If a Party fails to provide such notice in accordance with this Section 12.2, such Party shall be prohibited from invoking such Force Majeure Event as a basis for relief from liability for incomplete performance or non-performance of its obligations.

12.3.Cancellation

If a force majeure event affects a Party’s ability to perform its obligations under this Agreement, performance of the affected Parties’ obligations shall be suspended until such force majeure event has ended, unless the force majeure event remains unresolved for sixty (60) days or more, and either Party may elect to terminate this Agreement without incurring liability to the other Party.

Article 13: Miscellaneous

13.1 Relationship of the parties.

The relationship between the Parties shall be that of independent contractors. Nothing contained in this Agreement shall be construed to create any agency, partnership, joint venture or other form of joint venture, employment or fiduciary relationship between the Parties, and neither Party shall have the authority to contract with or bind the other Party in any manner.

13.2 Responsibility for end-user support

Except as provided in the Terms and Conditions, Customer acknowledges and agrees that Crowdy OÜ is under no obligation to provide support or technical assistance to Authorised Customer Users or End Users of the Services.

13.3 Applicable law and jurisdiction

This Agreement shall be construed and enforced in accordance with the laws of Estonia, and the rights of the parties shall be governed by the laws of Estonia without reference to its conflict of laws rules. Each party hereby recognises the non-exclusive jurisdiction of the courts of Estonia.

13.4 Amendments, waiver

Crowdy OÜ may amend these Terms of Use by notifying Customer, including by updating these Terms on the Site. Any updates shall be effective upon notice to the Customer.

13.5 Additional warranties

The parties covenant and agree to take such actions and sign such additional documents, agreements and representations as may be necessary or advisable from time to time to carry out the terms and conditions of this Agreement in accordance with their true intentions.

13.6 Severable provisions

If any provision of this Agreement is held invalid, unenforceable or illegal, such provision shall be deemed independent and severable from the remaining provisions of this Agreement, and the remaining provisions of this Agreement shall not be affected and shall be valid and enforceable to the full extent permitted by Estonian law.

13.7 Rights and remedies together

Except as provided for in this Agreement, the rights, powers, remedies and privileges provided for in this Agreement shall be cumulative and shall not exclude any rights, powers, remedies and privileges under Estonian law.

13.8 Full agreement

These Terms and Conditions of Use and the Transaction Document, and any supplements, appendices and attachments thereto, constitute the entire agreement between Customer and Crowdy OÜ relating to the subject matter of these Terms and Conditions of Use and supersede all prior agreements and understandings between Customer and Crowdy, including but not limited to anything set forth in Customer’s purchase order or similar documentation. In the event of a conflict between the terms and conditions of these Terms and Conditions of Use, the Terms and Conditions and/or any attachment, schedule, appendix or supplement, the following order of precedence shall apply: (a) first, the Transaction Document (if there is more than one active document, the one most recently signed shall follow); (b) second, these Terms and Conditions of Use, excluding its attachments, schedules, appendices and annexes; (c) third, the attachments, schedules, appendices and supplements to this Agreement by co

13.9 Language

The Parties have expressly requested and required that this Agreement and all related documents be written in the English language. The Parties are comfortable and required to express that the Agreement and all documents that are interpenetrating in the English language.