Terms and conditions

This agreement constitutes a legally binding contract governing the utilization of and access to the Services by You, agents, and end-users, whether in association with a paid subscription plan or a free trial for the Services.

Definitions

In this Terms and Conditions of Service agreement (“T&C”), the following terms shall have the meanings set forth below:

Quality Unit: refers to Quality Unit, s. r. o., the company providing the Service.

Service: refers to the URLsLab WordPress plugin and chatbot system, along with associated tools, services, and content provided by Quality Unit.

Site: refers to the website operated by Quality Unit, accessible at www.urlslab.com.

Subscriber: refers to the user accessing or using the Service, whether as an individual or on behalf of a legal entity.

You / Your / They / Their: refers to the user accessing or using the Services, whether as an individual or on behalf of a legal entity. It has the same meaning as a Subscriber.

T&C: refers to the shortened naming of the Terms and Conditions of Service agreement.

Affiliate: refers to any entity or individual that is directly or indirectly controlled by, controls, or is under common control of the Subscriber. Control, in this context, signifies the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise. Affiliates may include subsidiaries, parent companies, joint venture partners, or other related entities.

Content: refers to all forms of information, data, software, textual information, images, graphics, audio, video, documents or any other materials disseminated, posted, exhibited, or rendered accessible through the Service, comprising associated tools, services, and content supplied by Quality Unit. Furthermore, it shall include any content generated through utilization of the URLsLab API.

Login: refers to the unique credentials or access information, utilized by an authorized individual or entity to gain access to their account.

Subscription term: refers to the specified period during which a Subscriber has access to a Service as per the terms of a Subscription agreement.

Subscription plan: refers to a predefined arrangement or package offered by a Quality Unit, typically on a recurring basis, granting the Subscriber access to specified services or features for a predetermined duration. This plan outlines the terms, conditions, and limitations of the services included, such as the scope of functionality, usage quotas, and support levels, as well as associated Subscription Charges.

Duration: refers to the length of time the Subscription continues or exists.

Effective date: refers to the date on which this agreement comes into force, marking the beginning of its validity or enforceability.

Account: refers to a user account created by or on behalf of a Subscriber or its Affiliates on the Service, which facilitates access to and utilization of the Service. Each account is associated with unique login credentials and may encompass various settings, preferences, and data specific to the Subscriber’s usage of the Service.

Planned Downtime: refers to scheduled periods during which the Service may be temporarily unavailable or inaccessible to Subscribers or users for maintenance, updates, or other prearranged purposes. Such scheduled downtime is typically communicated to users in advance through official channels provided by Quality Unit.

Force Majeure events: refer to unforeseeable circumstances or events beyond the reasonable control of the parties involved, including but not limited to natural disasters, acts of terrorism, wars, strikes, government actions, or other extraordinary occurrences, which may hinder or prevent the fulfillment of contractual obligations.

Owner / Account Owner: The owner account holds the highest level of privilege, encompassing comprehensive access to account management functionalities, billing oversight, system settings configuration, and report generation. In addition to these administrative functions, owners also retain the ability to engage with tickets and monitor workflow processes within the system.

Upgrade: refers to the action or process of transitioning from a free trial to a paid subscription plan.

Subscription Charges: refer to the fees or payments levied by Quality Unit on Subscriber in exchange for access to and use of Service. These charges are incurred at monthly or annually intervals, according to the Subscription Terms of the Subscription Plan selected by the Subscriber. Subscription Charges may encompass a variety of costs, including base subscription fees, usage fees, add-on fees for additional features or services, and any applicable taxes or surcharges. The amount of Subscription Charges is determined based on the pricing structure outlined by Quality Unit and may be subject to adjustments over time, such as Price Changes.

Price Changes: Price Changes denote alterations or modifications made to the pricing structure or Subscription Charges associated with Service offered by Quality Unit. These adjustments may involve increases, decreases, or modifications to the pricing tiers, fees, or billing intervals. Price Changes are communicated to Subscribers in advance and may be subject to the terms outlined in these Terms and Conditions.

Legacy plans: refer to older Subscription Plans that were previously offered in the past by Quality Unit but have since been replaced or discontinued and are no longer actively promoted or sold. These plans may have different features, pricing structures, or terms compared to current Subscription Plans. Subscribers who are still subscribed to legacy plans may continue to use them until they choose to upgrade to a newer plan.

Confidential information: refer to any information disclosed by the Disclosing Party or its Affiliates to the Recipient or its Affiliates, whether such information being of commercial, technical, financial, legal or any other nature, including without limitation, ideas, concepts, technology, intellectual property rights, know-how, operations, services, products, processes, models, specifications, methods, trade secret, procedures, manuals, customer lists or business plans related to the Disclosing party or its Affiliates or their businesses, and regardless of whether such information is being disclosed in written, oral, digital or any other form.

Recipient: refers to an individual or entity that receives confidential information from another party, known as the disclosing party.

Disclosing party: refers to the party that divulges or shares confidential information with another party, identified as the recipient.

Additional features: refer to supplementary functionalities, tools, or services developed by Quality Unit that may be integrated or made available within the Service beyond its core offering. Additional features may be optional and may require separate activation or subscription, often providing enhanced capabilities or specialized functionalities. Access to these additional features may be subject to separate terms and conditions and could entail additional service changes, subscription fees.

API: refers to a set of protocols, tools, and definitions that enable software applications or systems to interact and communicate with each other, facilitating the integration of the Service with external platforms, applications, or software solutions.

Agreement: refers to the Service Agreement together with these Terms and Conditions.

Malicious Software: refers to any harmful or intrusive software, including but not limited to viruses, worms, Trojans, spyware, or malware, designed to disrupt, damage, or gain unauthorized access to computer systems, networks, or data.

Service Data: refers to all data, information, content, and materials generated, processed, stored, or transmitted by the Subscriber or its authorized users through the use of the Service, including but not limited to customer interactions, support tickets, user profiles, and system configurations.

Subprocessor: refers to any third-party entity or service provider engaged by Quality Unit to process or handle part of Service Data on behalf of the Subscriber, in accordance with the terms of this agreement.

Taxes: refer to any applicable taxes, duties, levies, or government-imposed charges, including but not limited to sales tax, value-added tax (VAT), goods and services tax (GST), or withholding tax, assessed by relevant tax authorities on the provision or use of Service, as specified in the Service Order or required by law.

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This Agreement is intended to delineate the terms and conditions governing the usage of the Service by the Subscriber, as outlined herein. In the event of any discrepancy or discordance among this Agreement, a Purchase Order, a Statement of Work, or a Service Agreement, this Agreement shall take precedence. Non-English translations of this Agreement are provided for convenience purposes solely. In the event of any inconsistency between the English and non-English versions of this Agreement, the English version shall govern.

Quality Unit, s. r. o. provides its Service (as defined below) to the Subscriber through its website located at www.urlslab.com (the “Site”), subject to this Terms of Service agreement (“T&C”). By accepting this T&C or by accessing or using the Service or Site, the Subscriber acknowledges that they have read, understood, and agree to be bound by this T&C. If the Subscriber is entering into this TOS on behalf of a company or other legal entity, they represent that they have the authority to bind such an entity and its affiliates to these T&C, in which case the terms Subscriber shall refer to such entity and its affiliates. If the Subscriber does not have such authority, or if they do not agree with these TOS, they must not accept these T&C and may not use the Service.

Quality Unit reserves the right to change this T&C from time to time without prior notice. The revised terms and conditions will become effective upon posting, and if the Subscriber uses the Service after that date, Quality Unit will treat their use as acceptance of the revised terms and conditions. If any change to this T&C is not acceptable to the Subscriber, their only remedy is to stop accessing and using the Service.

Description of Service

The Service encompasses (a) the Site, (b) the URLsLab WordPress plugin and chatbot system, features, tools, and services provided through the Site and by the URLsLab API made available via the Site, and (c) all data, software, textual information, images, graphics, audio, video, documents, and content made available through the Site or services, or developed via the URLsLab API. Any new features introduced to or enhancing the Service are also governed by this T&C.

General conditions

Availability of the Service: Quality Unit shall exert commercially reasonable efforts to ensure the availability of the Service twenty-four (24) hours a day, seven (7) days a week, except in the following circumstances: (a) Planned Downtime: Quality Unit will provide advance notice of Planned Downtime via the Site or directly to the Account owner; and (b) Force Majeure Events: Unforeseeable circumstances beyond Quality Unit’s control, commonly known as Force Majeure Events, may temporarily disrupt service availability. Additionally, it is important to note that the Service is not in its final stage of development, and therefore, potential downtimes and Service unavailability may occur.

Customer support: Quality Unit undertakes to provide Subscriber with standard customer support for the Services at no additional charge. The standard customer support is available twenty-four (24) hours a day, seven (7) days a week via e-mail, and social media. Technical support is available twenty-four (24) hours a day, seven (7) days a week via e-mail.

Requested technical support and access: Quality Unit reserves the right to access any or all of the Subscriber’s accounts to address requests for technical support. Adequate administrative, physical, and technical measures shall be maintained by Quality Unit to ensure the security, confidentiality, and integrity of the Subscriber’s data. Disclosure of the Subscriber’s data shall only occur if compelled by law or with the Subscriber’s explicit consent.

Technical processing and transmission: The Subscriber acknowledges that the technical processing and transmission of the Service, including their content, may involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices; and (c) transmission to Quality Unit’s third-party vendors and hosting partners to provide the necessary infrastructure required to operate and maintain the Service. Quality Unit shall make reasonable efforts to inform the Subscriber of any planned downtime of the Service.

New features: Quality Unit commits to notifying the Subscriber of any applicable supplemental terms or alternate terms and conditions before the Subscriber activates any additional features. The Subscriber’s activation of any additional features in their Account shall be construed as acceptance of the relevant supplemental terms or alternate terms and conditions where applicable. The additional features to the existing Subscription Plans may be subject to additional fees. These additional fees shall be available to the Subscriber on the https://www.urlslab.com/pricing page.

Enforcement of rights: The failure of Quality Unit to enforce any right or provision of this T&C shall not constitute a waiver of that right. The Subscriber acknowledges that this T&C constitutes a binding contract between them and Quality Unit, notwithstanding its electronic nature and absence of physical signatures. This T&C governs their use of the Service, superseding any prior agreements between them and Quality Unit.

Modifications to the T&C: The Subscriber acknowledges that Quality Unit retains the right to modify the features and functionality of the Service during the Subscription term. Quality Unit commits to providing the Subscriber with a thirty (30) days’ advance notice of any deprecation of any material feature or functionality. Moreover, Quality Unit assures that it will not materially decrease the overall functionality of the Services purchased by the Subscriber during the Subscription Term.

Access and use of the service

Service utilization: The Subscriber shall access and utilize the Service solely for internal business purposes as outlined in the Agreement. The Subscriber shall refrain from (a) engaging in activities including licensing, sublicensing, selling, reselling, renting, leasing, transferring, assigning, distributing, timesharing, or otherwise commercially exploiting the Service to any third party, except as expressly permitted by this T&C; (b) decompiling, deciphering, reverse engineering or discovering the source code of any parts of the Service; (c) utilizing the Service to process data on behalf of any third party; or (d) employing the Service in any unlawful manner or in a manner that interferes with or disrupts the integrity or performance of the Service and its components.

Internal business purposes: The Subscriber may, upon agreement with Quality Unit, act as a service bureau or provide outsourcing business process services to third parties, utilize the Service and provide these outsourcing services to third parties within the framework of this Agreement. This clause does not hinder the utilization of the Services to offer business support to multiple End-Users. For the purposes of this Agreement, “Internal business purposes” refer to the legitimate and lawful activities conducted by the Subscriber within the scope of their business operations. Internal business purposes typically encompass the internal management, operations, and support functions of the Subscriber’s organization, including but not limited to customer support, administration, communication, and collaboration among employees and authorized stakeholders.

Ownership and rights: All rights, title, and interest in and to the Service and its components shall exclusively belong to Quality Unit, and shall remain so. The Subscriber shall not modify, adapt, or tamper with the Service to falsely suggest any sponsorship or association with Quality Unit, or attempt to gain unauthorized access to the Service or its associated systems or networks.

Responsibilities: The Subscriber is responsible for all information, data, software, textual information, images, graphics, audio, video, documents or other materials posted or transmitted via the Service.

Login management: The Subscriber and Agents are responsible for maintaining the confidentiality of their login information and account details and are fully accountable for any and all activities occurring under their login or account. Quality Unit bears no liability for any loss or damage resulting from your failure to uphold this security obligation. The Subscriber acknowledges and agrees that their login may only be utilized by more than one (1) person. The Subscriber may reassign login information to new individuals to replace former individuals who no longer required the ongoing use of the Service.

Owner account terms

By accessing and using the Service, the Subscriber agrees to adhere to the following account terms relevant to the all types of account holders (agent account, administrator account and owner account):

Human registration: Accounts must be registered by individuals and not by automated methods such as “bots.”

Accurate information: To complete the signup process, The Subscriber must provide accurate and up-to-date information, including their legal full name, company name and a valid email address, as well as any other requested details. Accurate and up-to-date information must be provided in order to create an agent account or administrator account.

Identity Representation: While using the service, the Subscriber and their agents and administrators must not misrepresent themselves or assume the identity of another individual.

Lawful usage: The Subscriber may only use the Service for lawful and authorized purposes and must not engage in any illegal activities while using the platform.

Compliance with laws: By utilizing the Service, the Subscriber must adhere to all applicable laws and regulations in your jurisdiction, including but not limited to copyright laws.

Termination for violation: Violation of any of these terms may result in the termination of the Subscriber’s account and all agent and administrator accounts under the owner account. Although the Quality Unit prohibits certain conduct and content on the Service, the Subscriber acknowledges that the Quality Unit cannot actively monitor all content posted and that the Subscriber may be exposed to objectionable materials. Therefore, the Subscriber agrees to use the Service at their own risk.

Custom deliveries

Requests for custom deliveries shall be submitted by initiating an email communication to Quality Unit at support@urlslab.com. Quality Unit retains the discretion to decline such requests. Upon acceptance of a custom delivery request, a contractual agreement shall be established between the Subscriber and Quality Unit, outlining the specific requirements and specifications of the custom delivery. This agreement will be formalized through written approval conveyed via email communication. The resultant output of the custom delivery shall constitute the exclusive intellectual property of Quality Unit. The Subscriber acknowledges and consents that this output may be utilized in the future for the benefit of third-party customers of Quality Unit. The pricing for custom deliveries will be mutually agreed upon in advance and will be determined on a case-by-case basis.

Fair use policy of free plans

In furtherance of Quality Unit’s commitment to delivering high-quality and dependable Service, Quality Unit implements a Fair Use Policy governing the use of free plan services.The objective is to ensure that all Subscribers can fully benefit from and effectively utilize the Service under equitable conditions. Should certain Subscribers engage in excessive data usage or breach of Quality Unit’s policies in a manner that could impact other Subscribers, Quality Unit reserves the right to engage with such violators to discuss adjustments to their usage patterns or account termination. Quality Unit retains the discretion to modify account limits without prior notification. The terms of this Fair Use Policy are subject to change at Quality Unit’s discretion. This policy complements and does not supersede any provisions outlined in the primary Terms & Conditions.

Payments, refunds and billing changes

Payments and billing: The Service operates under a pay-as-you-go model, where the Subscriber is invoiced at the initiation of their selected subscrip tion term. All Subscription Charges shall be settled in full at the commencement of the Subscription Term. The Subscriber bears the responsibility of furnishing valid and up-to-date billing information and hereby agrees to expeditiously revise the Account information in accordance with the provisions of these Terms and Conditions. In the event that the Subscriber fails to remit Subscription Charges within seven (7) days subsequent to Quality Unit’s notice, or neglects to update billing information upon Quality Unit’s request, Quality Unit reserves the right, in addition to other available remedies, to suspend access to and utilisation of the Services by the Subscriber, Agents, and End-Users.

Monthly subscription charges: The Service operates on a monthly billing cycle. Subscribers of the Service are charged on a monthly basis for their usage of the provided services. The billing cycle commences on the date of subscription activation and recurs on a monthly basis thereafter, unless the Subscriber terminates the service in accordance with the terms outlined in this Agreement. Subscribers acknowledge and agree that the charges for the Service will be automatically billed on a monthly basis to the payment method provided upon subscription activation.

Subscription plan changes: If the Subscriber selects to upgrade their Subscription Plan during their elected Subscription Term, any additional costs incurred will be proportionally distributed over the remaining duration of the Subscription Term and debited from their account. Subsequently, their credit card will be automatically charged the adjusted rate on their next billing cycle following the prorated billing. Regardless of their billing cycle, no refunds or credits will be issued for partial months of service, plan downgrades, or unused months in the event of account closure before the conclusion of the Subscription Term. No exceptions will be granted to ensure equitable treatment for all Subscribers and to maintain operational efficiency. Downgrading the Subscription Plan level may result in the loss of content, features, or account capacity, and Quality Unit disclaims any liability for such losses.

Price changes: Prices for all URLsLab plans and services are subject to change with 30 days’ advance notice from Quality Unit, which may be provided at any time. Additionally, Quality Unit reserves the right to change the pricing structure and subscription plans without any reason. Such changes shall be communicated to the Subscriber via email and via the website.

Plan add-ons: The Subscribers can purchase plan add-ons, which encompass additional features and credits to enable specific functionalities such as content creation or web crawling. These add-ons are supplementary to the existing Subscription Plans and can be procured separately to enhance the capabilities of the Services provided by URLsLab. The availability and pricing of plan add-ons are detailed in the URLsLab pricing page https://www.urlslab.com/pricing, where Subscribers can find comprehensive information regarding the features, credits, and associated costs. By purchasing plan add-ons, Subscribers acknowledge and agree to abide by the terms and conditions outlined in this Agreement, in conjunction with any specific terms applicable to the acquired add-ons.

Legacy plans: Quality Unit reserves the right to modify the Subscription Plans, designating them as legacy plans upon the introduction of new Subscription Plans for Subscribers. Former Subscription Plans transition automatically to legacy status, potentially lacking access to new features and integrations exclusively available to the new Subscription Plans. All plans, including legacy plans, remain eligible for security updates. Any alterations to the plans shall be communicated to Subscribers through email and on the designated webpage. Quality Unit reserves the right to announce the End of life for a legacy subscription at any time and subscribers of such a plan would be required to upgrade to a supported Subscription Plan to be able to continue using the service.

Payment processor: Quality Unit employs a third-party intermediary to facilitate credit card processing. This intermediary is strictly prohibited from retaining, storing, or utilizing Subscriber’s billing information, except for the explicit purpose of processing Subscriber’s credit card information on behalf of Quality Unit. All credit card payments, debit card payments, or other designated payment methods for the Service are invoiced and processed by this payment processor. By utilizing the Services, the Subscriber grants authorization to the payment processor to charge the Subscriber’s credit card or designated payment method in advance on a recurring basis as per the terms outlined in the Subscription Plan for the Services, including Subscription Charges.

Credit card billing and receipts: The Account Owner, as defined in the sign-up procedure, shall receive an email receipt for each credit card charge initiated. Receipts contain a Service Order delineating the account’s usage during the ongoing Subscription Term, accompanied by an invoice referencing this Service Order. Quality Unit offers an interface enabling the Account Owner to modify credit card information, such as upon card renewal, ensuring accurate billing information.

Billing information responsibility: The Subscriber bears the exclusive responsibility for ensuring the accuracy and truthfulness of the billing information within their account. Any alterations (such as change in Subscriber’s billing address, VAT ID for European customers or credit card expiration date) to the billing information must be executed solely by the Account Owner through the dashboard interface provided within the Service.

Taxes: Unless explicitly specified otherwise, Subscription Charges exclude any applicable Taxes. The Subscriber bears responsibility for remitting Taxes incurred in relation to the subscription to the Services.

VAT ID (EU only): In the event that the Subscriber has been allocated a valid and appropriate VAT Identification Number (VAT ID) in accordance with European Law, it is the sole responsibility of the Subscriber to input the VAT ID into the designated field within their Owner account. Quality Unit shall not process refund requests from Subscriber who neglects to apply their VAT ID independently.

No refunds: No refunds or credits for Subscription Charges or other fees or payments will be provided if Subscriber terminates a subscription to a Service or cancels its Account prior to the end of a Subscription Term.

Promotional campaigns and offers: Quality Unit reserves the right to conduct promotional campaigns offering service credits, coupons, or bonuses to the Service. Quality Unit retains the sole discretion to grant credits to the Subscribers. Credits hold no monetary or cash value and are solely intended for offsetting subsequent payments of Subscription Charges for the Service. These credits may exclusively be applied to Subscription Charges owed for the Service explicitly specified by Quality Unit upon issuance of the credit. Furthermore, credits are non-transferable and may only be utilized by particularly awarded Subscriber.

Subscription term, cancellation and termination

Subscription term: The duration of these T&C commences on the Effective Date and remains effective until the Subscriber holds a valid Service Order/Statement of Work or until terminated as per the terms herein, whichever occurs first. The Subscription term is specified in each individual Service Order. Unless terminated in accordance with these T&C or the applicable Service Order, or as otherwise stated in the Service Order, (a) the Subscriber’s subscription to a Service will automatically renew for a Subscription Term equivalent to the then-expiring Subscription Term; and (b) the Subscription Charges for any subsequent Subscription Term will be Quality Unit’s standard subscription charges for the relevant Subscription Plan at the time of renewal.

Cancellation: To ensure proper cancellation of the Subscriber’s account, it is their responsibility to adhere to the prescribed procedure. The designated account owner, as delineated in the sign-up process, holds the authority to terminate the account at their discretion. Such termination shall be effectuated at any time by sending an email to support@qualityunit.com with a formal request for account cancellation no less than 7 days before the end of said Subscription Term. Quality Unit commits to acknowledging and processing this request within one business day of receipt. For cancellation requests submitted via email, the Subscriber is requested to await confirmation from the Quality Unit following the request submission.

Modifications to the Service: Quality Unit reserves the right to (i) amend or cease, either temporarily or permanently, the Service or any of its components, and (ii) decline any present or future utilization of the Service, suspend or terminate the Subscriber’s account or usage of the Service in whole or in part, and delete any of their content within the Service, for any grounds, including but not limited to, Quality Unit’s belief that the Subscriber have breached these Terms of Service or identifies or suspects the presence of any malicious software associated with a Subscriber’s account or the utilization of a service by Subscriber, Agents, or End-Users. Quality Unit shall make reasonable attempts to notify the Subscriber directly via email or phone before suspending or terminating their account. Any suspected instances of fraudulent, malicious, abusive, or illegal conduct that may justify the cessation of the Subscriber’s use of the Service could be reported to appropriate law enforcement authorities. Quality Unit shall bear no liability towards the Subscriber or any third party for any alterations, suspensions, or discontinuations of the Service.

Suspension and termination procedure: Quality Unit retains the authority to terminate the Subscriber’s account following prolonged inactivity. Quality Unit must comply with termination procedures by issuing a warning email prior to terminating the Subscriber’s account. Following 4 weeks of inactivity, a warning email shall be dispatched, informing the Subscriber of the impending account termination and suggesting actions to prevent such termination. After 8 weeks of inactivity, the account shall be deleted along with all associated data.

Export of Service Data: Upon Subscriber’s written request, Quality Unit will make Service Data available to Subscriber for export or download for thirty (30) days after the effective date of termination, expiration, or migration of the Account, except for Service Data which (i) has been deleted, (ii) was created and/or used in violation of this Agreement, or (iii) unless prohibited by law or legal order.

Confidential information

In the course of utilizing the Services, each Party may share Confidential Information with the other Party, as delineated in these Terms and Conditions. Each Party shall safeguard the other’s Confidential Information against unauthorized use, access, or disclosure, employing no less than reasonable care, consistent with how each Party protects its own Confidential Information. The Recipient shall maintain strict confidentiality and refrain from disclosing any Confidential Information to third parties, utilizing the Confidential Information solely for the Purpose outlined herein and for no other objectives. The Recipient may divulge such Confidential Information received under this Agreement solely to its officers, directors, and employees or those of its Affiliates, who possess a direct business-related necessity to know such Confidential Information for the Purpose of this Agreement. The Recipient shall ensure that its Representatives are aware of the confidential nature of the Confidential Information. Confidential Information shall not encompass, and the Recipient shall bear no further obligations regarding any Confidential Information to the extent that the Recipient can substantiate, through written evidence, that such Confidential Information: (a) is publicly known at the time of disclosure or subsequently becomes publicly known without any involvement or omission on the Recipient’s part; (b) is already in the Recipient’s possession at the time of disclosure, other than as a result of breaching any legal obligation; or (c) is acquired by the Recipient from sources other than the Disclosing Party, possessing the legal authority to disclose such Confidential Information.

Data processing & sub-processors

Service Data: Quality Unit is obligated, and Subscriber hereby directs Quality Unit, to access Service Data for the purposes of delivering, securing, and enhancing the Service. Subscriber bears sole responsibility for the accuracy, substance, and legality of all Service Data.

Subprocessors: Quality Unit engages Subprocessors who will access or process Service Data to facilitate the provision of Services to the Subscriber. The Subscriber hereby acknowledges and grants general authorization for Quality Unit’s engagement of Subprocessors as outlined in GDPR compliance and its subprocessors list. Quality Unit shall bear responsibility for the actions and omissions of its personnel and Subprocessors to the extent that Quality Unit would be liable if it were directly performing the services of each personnel or Subprocessor under the provisions of this Agreement.

Data processing agreement: The Data Processing Agreement (DPA) can be accessed through a dedicated webpage specifically designed for GDPR compliance purposes.

Disclaimer of warranties and limitations of liability

Disclaimer of warranties: The service, including the site and content, as well as all server and network components, are provided on an “as is” and “as available” basis without any warranties of any kind, to the fullest extent permitted by law. Quality Unit explicitly disclaims any and all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. You acknowledge that Quality Unit does not warrant that the service will be uninterrupted, timely, secure, error-free, or virus-free. No information or advice obtained by you from Quality Unit or through the service shall create any warranty not expressly stated in this T&C.

Limitation of liability: Under no circumstances and under no legal theory (whether in contract, tort, or otherwise), shall Quality Unit be liable to you or any third party for any indirect, incidental, special, exemplary, consequential, or punitive damages, including lost profits, lost sales or business, lost data, business interruption or loss of goodwill. Quality Unit shall not be liable for any direct damages, costs, losses, or liabilities incurred by the other party or its affiliates in connection with this agreement, the services, or professional services, regardless of whether such party has been advised of the possibility of or could have foreseen such damages. Additionally, Quality Unit shall not be liable for any direct damages, costs, losses, or liabilities exceeding the monthly service fee paid or payable by the Subscriber for the one month preceding the time of any claim for monetary damages, or one hundred ($100) U.S. dollars. The provisions of this section allocate the risks under this T&Cs between the Parties, and the Parties have relied on these limitations in determining whether to enter into this agreement.

Jurisdiction-specific exclusions: Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. In these states, Quality Unit’s liability will be limited to the greatest extent permitted by law.

Assignment, entire agreement and amendment

Assignment: Except as expressly provided herein, neither party shall, directly or indirectly, assign, transfer, or delegate any of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, the Subscriber may, without the need for Quality Unit’s consent, assign this Agreement to an Affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets, provided that any such successor agrees to be bound by the terms of this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

Entire Agreement: This Agreement constitutes the entire agreement between Subscriber and Quality Unit and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof. This Agreement shall govern over any conflicting terms or conditions in any purchase order, request for information, or other order documentation submitted by Subscriber or any entity represented by Subscriber. Except as expressly provided herein, there are no other agreements, representations, warranties, or commitments between the Parties concerning the subject matter hereof. No oral agreements, conditions, understandings, interpretations, or terms shall be deemed to modify or supplement this Agreement unless expressly provided herein. The headings used in this Agreement are for convenience only and shall not affect its interpretation.

Amendment: Quality Unit reserves the right to amend this Agreement from time to time, with such amendments becoming effective upon notice to Subscriber at least thirty (30) days prior to their effective date. Subscriber’s continued use of the Services after the effective date of any amendment shall constitute acceptance of such amendment. Quality Unit’s failure to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision herein.

Export compliance

The Subscriber is solely responsible for ensuring compliance with all applicable laws, regulations, and rules concerning the export of the Service and its components. Quality Unit shall bear no obligation or liability to Subscriber in the event that governmental or regulatory actions impede access to the Services. Subscriber acknowledges and agrees that this Agreement explicitly disclaims any entitlement to access the Services from jurisdictions where such governmental or regulatory restrictions apply. Quality Unit retains the absolute right to decline entering into or terminating contractual agreements with any specific company, legal entity, or individual based on considerations including export control regulations, embargoes, sanctions, or other lawful factors.

Governing law

These T&C shall be governed by and construed in accordance with the laws of the Slovak Republic, excluding any conflict of law provisions. By accessing or using the Service, you expressly consent to the exclusive jurisdiction of the federal and state courts of the Slovak Republic to adjudicate any dispute arising from or related to your access to or use of the Service.

Relationship of parties

The Parties acknowledge and agree that they are independent contractors. This Agreement does not establish a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between them. Subscriber bears sole responsibility for assessing whether the Services fulfill its technical, business, or regulatory needs. Quality Unit’s business associates and other third parties, including those involved in integrations with the Services or engaged by Subscriber for consulting, implementation, or application purposes related to the Services, operate independently of Quality Unit.