Terms and conditions

company Inove s.r.o., ID No. 075 56 071, with registered office at Prague 10, Hostivař, náměstí Přátelství 1518/2, Postal Code 102 00, registered in the Commercial Register kept at the Municipal Court in Prague, Section C, Insert 303041
(hereinafter referred to as "Terms and Conditions")

I. Introductory Provisions

1. These Terms and Conditions constitute, in accordance with the provisions of § 1751 et seq. of Act No. 89/2012 Coll., the Civil Code, as amended (hereinafter referred to as the "Civil Code"), the content of the license agreement for the Speybl computer program, concluded between Inove s.r.o, ID No. 075 56 071, with registered office at Prague 10, Hostivař, náměstí Přátelství 1518/2, Postal Code 102 00, registered in the Commercial Register kept at the Municipal Court in Prague, Section C, Insert 303041, on the one hand, as the provider (hereinafter referred to as the "Provider"), and the natural or legal person interested in acquiring a licence to the Speybl computer program (hereinafter referred to as the "Purchaser") on the other hand (hereinafter referred to as the "Agreement").
2. The Agreement is concluded by the registration of a user account by the Acquirer (hereinafter referred to as the "User Account"). By entering into the Contract, the Purchaser agrees that the Contract is governed by the Terms and Conditions and undertakes to comply with all rights and obligations thereunder.
3. By registering the User Account, the Purchaser further enters into a Confidentiality and Non-Disclosure Agreement, which forms Annex 1 to the Terms and Conditions.
4. The Terms and Conditions are valid and effective in their current version as of July 24, 2023.
5. The Purchaser is entitled to use the Speybl computer program exclusively on the basis of the concluded Agreement under the terms and conditions agreed in the Terms and Conditions. The commencement of the use of the Speybl computer program shall also be considered as an implicit acceptance of the Terms and Conditions.

II. License Terms

1. The Provider is the executor of all proprietary rights to the Speybl computer program in accordance with Act No. 121/2000 Coll., the Copyright Act, as amended (hereinafter referred to as the "Copyright Act"), and as such is entitled to grant the Purchaser the right to use the Speybl computer program (hereinafter referred to as the "License").

2. The License may be granted to the Acquirer in the following modes:

   i. Standard License - this is a standard paid-up License specified in the Terms and Conditions.

   ii. Trial License - in case of grant of Trial License, the License is granted for a limited period of 30 days, after which the License shall be revoked by the Licensee and for further grant of License, the License shall be subject to the Terms and Conditions. Re-award of the Trial License to the same entity is excluded.

   iii. Individual Licence - in the event of granting an Individual Licence, the terms and conditions thereof shall be governed by a separate agreement between the Provider and the Purchaser, the Terms and Conditions shall form an annex to such separate agreement and shall be valid and effective unless otherwise specified in the separate agreement.

3. The Subscriber agrees to use the Speybl computer program under the terms and conditions agreed in the Terms and Conditions according to the respective type of License.
4. The License applies to the Speybl computer program, which has its database server part and user interface part, which can be accessed via the web interface at the following link https://app.speybl.com/. The License applies exclusively to the User Accounts for which the License is paid. The Licensee acknowledges that the Speybl computer program can only be used when the user device on which the Licensee is logged into the User Account is connected to the Internet, i.e. only in online mode.
5. The license to the Speybl computer program is granted as non-exclusive without territorial limitation, with a limitation on the number of User Accounts of the Acquirer. For the avoidance of doubt, it shall continue to apply that for each User Account for which User access to the Speybl computer program is created by the Provider, a separate fee shall be paid in accordance with the applicable Price List. The quantitative scope of the Licence is therefore defined by the number of User Accounts and their types.
6. The License is granted for a period corresponding to the subscription period specified by the User when registering the User Account. For the duration of the subscription period, the Provider shall provide the Purchaser with the agreed functionality of the Speybl computer program as well as defined user support, administration and maintenance of the Speybl computer program, including through regular updates of the Speybl computer program.
7. The Provider and the Subscriber have contractually agreed that in the event that one of them does not notify the other not later than 15 days before the end of the current subscription period that it is not interested in another subscription period, the subscription period shall be automatically extended for the same period for which it was originally agreed. In such case, a new invoice - tax document will be issued to the Subscriber by the Provider and stored in the documents accessible from the Subscriber's User Account, which the Subscriber undertakes to pay by the due date specified herein.
8. After the expiration of the Subscriber's subscription period, except as described in Article II, paragraph 7 of the Terms and Conditions, the Subscriber shall no longer be entitled to use the Speybl computer program and the Provider shall be entitled to make the User's access to the Speybl computer program unavailable to the Subscriber if the Provider apparently does not wish to extend, and therefore not pay for, the next subscription period.
9. The Acquirer is not authorized to grant sublicenses to the Speybl computer program to third parties, nor to access or interfere with or modify the source code of the Speybl computer program in any way.
10. By concluding the Agreement, the User agrees, inter alia, that invoices - tax documents will be issued by the Provider electronically in accordance with the provisions of Section 26(3) of Act No. 235/2004 Coll., on Value Added Tax, as amended.

III. Remuneration and payment conditions

1. The User is obliged to pay the fee for the Licence (hereinafter referred to as "Fee"), always on the basis of invoices - tax documents issued by the Provider within their due date, by wire transfer, online payment gateway or other payment method selected when registering the User account. The remuneration is determined according to the valid Price List. In case of agreeing on the payment method via the payment gateway, the User agrees that the remuneration for individual prepaid periods may be automatically paid from the User's bank account until the User cancels the prepaid period. The cancellation of the automatic payment or the cancellation of the next subscription period by the Purchaser automatically terminates the Purchaser's right to user access to the Speybl computer program in the Purchaser's User Account.
2. The Acquirer is obliged to pay, in addition to the Fee, partial fees for other services of the Provider, in particular the price for initial training, data import, hosting or user support. A complete list of additional services provided and their price is set out in the applicable Price List.
3. The Provider is entitled to unilaterally change the Terms and Conditions and the Price List. Such change shall be valid and effective upon publication on the Provider's website located at the web address www.speybl.com/terms-and-conditions and the Purchaser shall be informed of such change via notification in the user interface or email address. The change of the Terms and Conditions shall not affect the already concluded legal relations arising on the basis of the Contract and the Terms and Conditions, except for the extension of the Contract. In such case, the current Terms and Conditions, as in force and effect on the date of the invoice or the date of payment for the Fee, shall apply to the renewal of the Contract.

IV. Hosting, Backup and Security

1. The server part of the Speybl computer program is usually hosted on the hardware device (server) of the Provider's subcontractor (Azure - Microsoft), unless otherwise agreed (hereinafter referred to as "Hosting"). In the event that the server part of the Speybl computer program is hosted on the Provider's own hardware device (server), the Provider is not liable to the Provider for the correct hosting setup and functionality of the Speybl computer program.
2. In the case of Hosting at the Provider or at the Provider's subcontractor, the basic capacity of the provided space is 1 GB, for each User Account, while the capacity of the provided space may be increased according to the valid Price List.
3. In case of planned maintenance of the Provider's hardware equipment, which could significantly affect the availability of the Hosting server, it is notified at least 5 days in advance.
4. The User undertakes to ensure the security of its computer systems to the greatest extent possible, consisting in particular of regular updating of access passwords, regular updating and use of antivirus software in the current version. At the same time, the Acquirer undertakes not to pass on the access data to the User account to third parties.

V. Creation of user access and settings

1. In the case of Hosting with the Provider, the creation of user access to the Speybl computer program to the User account of the Purchaser is carried out as follows:

i. The Purchaser shall register through the following link - https://app.speybl.com/. Within the registration process, the Purchaser shall fill in all identification data, the length of the subscription period, the type of User accounts and their number.

ii. As part of the User Account registration, the Acquirer shall select the type of License;

iii. The Acquirer shall pay the fee for the provision of the Speybl computer program license, or any other fees according to the applicable Price List;

iv. Upon payment of the fee or other fees according to the applicable Price List, the Provider shall create a user access to the Speybl computer program in the User Account for the Purchaser.

Note - items iii. and iv. do not apply to the Trial License pursuant to Article II, Paragraph 2, Clause ii. Terms and Conditions, in which case access is created by registering a Trial License User Account.

2. Any individual modifications to the Speybl computer program and its functionalities become part of the Speybl computer program and constitute a copyright work to which the Provider exercises all property rights exclusively.
3. The Subscriber acknowledges and agrees that any individual modifications to the Speybl computer program and its functionalities, or the functionalities of individual modules, made on the basis of the Subscriber's order created at the Subscriber's request and expense, the Provider is entitled to further use for the development and provision of the Speybl computer program also in relation to third parties, whereby such modifications may be implemented in further updates or versions of the Speybl computer program provided to third parties, even free of charge, without any remuneration to the Purchaser.
4. Future comprehensive sets of functionalities may be considered as separate modules, which are separately chargeable and the Acquirer is only entitled to use them if expressly agreed upon.
5. The Acquirer shall keep the access data to the Speybl computer program confidential and prevent any unauthorized access to the Speybl computer program. The Purchaser shall furthermore take all appropriate measures to secure the User Equipment in a sufficient manner against unauthorised access.

6. The Acquirer acknowledges that the Speybl program can only be accessed in the User Account via the following web browsers in the current version:

   i. Google Chrome

   ii. Mozilla Firefox

   iii. Microsoft Edge

   iv. Safari

VI. Updates

1. Provider agrees to update and maintain the Speybl computer program in a working condition for the subscription period.
2. The Subscriber's request for updates to the Speybl computer program does not entitle the Subscriber to free of charge provision of any completely new modules, complex functionalities and major qualitative and quantitative improvements to the Speybl computer program, without which the Subscriber may continue to use the Speybl computer program (which the Provider is entitled to offer in the form of a paid extension of the License).
3. Provider shall be entitled to invite the Purchaser to cooperate in testing the update of the Speybl computer program for data consistency and individual user adjustments in the test environment prior to the release of a new version of the Speybl computer program, and the Purchaser undertakes to test the data consistency after the update or test update through an authorized person and to report any discrepancies in writing to the Provider prior to the update of the Speybl computer program.
4. Some internal parts of the Speybl computer program are intended to be used in conjunction with other third party computer programs or are created and used under a license granted by a third party that authorizes the Provider to implement the relevant part in the Speybl computer program and to further license it. The Provider shall be entitled to use such internal parts of the computer programs to the extent that it allows the Purchaser to use, in conjunction with this license, third party programs that contain parts of the Speybl computer program. The Provider is entitled to change them when updating the Speybl computer program.
5. Unless otherwise expressly agreed, the Provider is entitled to update the Speybl computer program automatically whenever a new version of the Speybl computer program is issued to the server. The Parties may negotiate a separate update channel to manage the updates in cooperation with the Purchaser.
6. The Acquirer acknowledges and agrees that the Speybl computer program in its server part will periodically communicate with the Provider's server and/or third party servers to detect updates to the Speybl computer program, such as bug fixes and functionality enhancements.

VII. User Support

1. The Provider and the Purchaser undertake to resolve any claimed defects in active cooperation and to keep each other informed of the progress of the defect resolution. The Purchaser is aware that a correct and adequate description of the user activity that preceded the manifestation of the defect is necessary to enable the reproduction of any defect and thus the determination of its cause. The Provider shall be entitled to update the Speybl computer program after prior notice to the Purchaser in order to eliminate any defect.
2. The Provider shall be entitled to have the Speybl computer program defects rectified, maintenance carried out and the Speybl computer program updated by a third party with whom it shall enter into an agreement for the authorised provision of technical support, in which case it shall undertake to bind it to the same confidentiality as it is itself bound to under the already concluded Confidentiality Agreement and to have all its employees enter into an undertaking or issue a declaration of confidentiality to the extent that the Provider itself and its employees have done so in relation to the Purchaser. By binding the third party and making affidavits of its employees, the Provider's obligation to ensure the protection of the Purchaser's data is fulfilled.
3. The Subscriber shall allow remote secure access, e.g. "RDP", "VPN" or via the "Team Viewer" application, to the Subscriber's server to the Provider in order to remotely carry out service interventions, such as in particular to carry out adjustments, modifications or troubleshooting of the Speybl computer program, to provide updates to the Speybl computer program or to install extension modules to the Speybl computer program, which cannot be carried out for technical reasons by means of regular automatic updates of the Speybl computer program.
4. The User is obliged to immediately report any suggestions or untreated exceptions to the Speybl computer program to the e-mail: info@speybl.com and describe the activity in which the exception occurred, its manifestation and any error message or, if applicable, to another help-desk system of which the Provider will be informed. If the Purchaser fails to do so immediately, the Provider shall not be liable for any limitation of the functionality of the Speybl computer program.
5. The Acquirer acknowledges that basic support for the Speybl computer program is provided remotely by e-mail. In the event that the Provider's assistance is provided based on the Purchaser's report of a defect or malfunction of the Speybl computer program, consisting of a possible connection to a remote desktop or other IT tool enabling remote administration and troubleshooting, the Purchaser shall provide the appropriate assistance in resolving the defect or malfunction of the Speybl computer program, otherwise the Provider's delay in resolving the reported defect or malfunction of the Speybl computer program shall be excluded. In the event that the reported defect or malfunction of the Speybl computer program or its functionality was caused by the fault of the Purchaser, the Purchaser's User or a faulty system setup or hardware error of the Purchaser or its User(s) or a failure to comply with the contractual or technical terms and conditions, the Purchaser undertakes to pay for the support at the hourly rate including all costs incurred by the Provider, in particular any travel and lost time in accordance with the applicable Price List.

VIII. Liability

1. In no event shall the Provider be liable for defects or damages caused by defects in the Speybl computer program or its erroneous outputs, if caused by the Purchaser, third parties or circumstances excluding the Provider's liability. The Provider shall not be liable for defects or damage caused in particular by the Purchaser's input of incorrect data into the Speybl computer program, the Purchaser's incorrect procedure in inputting information, importing files into the Speybl computer program or incorrect interpretation of data presented by the Speybl computer program, infection of the Purchaser's local network or directly his computer with computer viruses, other unprofessional intervention in the Speybl computer program, damage caused by incorrect functioning of the technical equipment, operating system or network. Furthermore, the Provider shall not be liable for defects or damages caused by improper functioning of third-party programs used by the Speybl computer program. In no event shall the Provider be liable for any limitation of the functionality of the Speybl computer program caused by interruptions or failures of the Internet connection.
2. The Purchaser acknowledges that any data obtained through third-party applications or data sources are for informational purposes only and that their acquisition and use is subject to the respective terms and conditions of the third parties, which the Purchaser is obliged to familiarize himself with and which the Purchaser undertakes to comply with. The conditions of use of the Speybl computer program functionalities dependent on third party applications or data sources are governed by the terms of use of the respective third party applications; in the event of their violation, the Provider shall not be liable for limiting or preventing access to the respective applications or data sources within the Speybl computer program.
3. The Provider shall not be liable for lost profits or any other indirect damages incurred by the Purchaser due to the inability to use the Speybl computer program to the agreed extent. The Provider shall not be liable for the functionality of third-party hardware (see Article IV, paragraph 1 of the Terms and Conditions) or for the functionality of applications provided by third parties that are used by the Speybl computer program. The Purchaser acknowledges and agrees that the full functionality of the Speybl computer program is dependent on third-party applications whose functionality cannot be guaranteed by the Provider.
4. The Subscriber expressly acknowledges and agrees that in the event of direct or indirect use of any functionalities or modules of the Speybl computer program by the Subscriber's employees, workers or clients (e.g. web client access/mobile applications), it is in the interest of the Purchaser to regulate the contractual relationship of use exclusively between the Purchaser and its employee, worker or client, as the Provider is not and cannot be liable to the Purchaser or to the employee, worker or client of the Purchaser for any breach of the terms and conditions of use of such functionalities or modules of the Speybl computer program set by them.

IX. Protection and processing of personal data

The Provider undertakes to process all personal data of the Purchaser in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (General Data Protection Regulation) and Act No. 110/2019 Coll., on the processing of personal data, as amended. The data will be processed only by the Provider's employees and cooperating persons, to the extent necessary for the provision of the Provider's services under the Contract and the Terms and Conditions, and will be made available only to authorized persons. By using the Speybl computer program, the Purchaser acknowledges this information and agrees to the manner of processing of his/her personal data.

X. Silence

1. The Parties undertake not to further disseminate or reproduce any facts falling within the scope of trade secrets and other confidential information and not to disclose them to any third party. The Parties further undertake not to use trade secrets and confidential information contrary to their purpose or the purpose of disclosing them for the benefit of third parties.
2. The Parties also undertake to maintain confidentiality of other facts, the disclosure of which to third parties could in any way prejudice the business interests or reputation of the other Party or its business partners and clients.
3. The disclosure of information falling within the scope of trade secrets or confidential information does not confer any right to license, trademark, patent, right of use or distribution of a copyrighted work, or any other intellectual or industrial property right.

XI. Termination of the Contract

1. Termination and effectiveness of the Contract shall be governed by the relevant provisions of the Civil Code, subject to three (3) months' notice. Termination made during the subscription period shall be effective at the earliest on the last day of the subscription period. The Acquirer shall not be entitled to a refund of an aliquot part of the Fee upon termination of the subscription period or non-use of the Speybl computer program.
2. In the event that the Purchaser has breached its obligations under the Terms and Conditions or the applicable Price List in a particularly serious manner, the Provider shall be entitled to withdraw from the Agreement with immediate effect upon discovery of such breach.

XII. Final Provisions

1. The Agreement and the legal relationship arising from the Terms and Conditions shall be governed by the law of the Czech Republic. The Parties undertake to make every effort to resolve any disputed matters amicably, taking into account the legitimate interests of the Parties. Unless otherwise expressly agreed between the Parties, the ordinary courts of the Czech Republic shall have jurisdiction to settle disputes.
2. The Parties agree by the Contract that custom shall not prevail over the provisions of law.
3. The Parties expressly exclude the application of the provisions of Sections 1763, 1799 and 1800 of the Civil Code.

Innove s.r.o.

represented by the managing director Jan Kožušník

The Terms and Conditions are valid and effective from 4 January 2022.

Annex 1 - Confidentiality and Non-Disclosure Agreement

Registration of the User Account by the Acquirer is made between the parties. Inove s.r.o., ID No. 075 56 071, with its registered office at Prague 10, Hostivař, náměstí Přátelství 1518/2, Postal Code 102 00, registered in the Commercial Register kept at the Municipal Court in Prague, Section C, Insert 303041, represented by its managing director Jan Kožušník, born on 11 October 1994. on the one hand (hereinafter referred to as "Provider")

and the Purchaser on the other hand (hereinafter referred to as "Purchaser")

(Provider and Acquirer together hereinafter referred to as "Participants") hereby enter into the following

INFORMATION INTEGRITY AND SECURITY AGREEMENT.

(the "Agreement")

I. Introductory Provisions of the Agreement

1. The parties have entered into a license agreement on the terms and conditions agreed in the Terms and Conditions, pursuant to which, the Provider shall grant a license to use the Speybl computer program to the Purchaser who intends to accept the license and use the Speybl computer program (the "Agreement").

II. Subject matter of the Agreement

1. The Provider undertakes to maintain absolute confidentiality and to ensure full confidentiality of all facts further defined as trade secrets of the Provider from the moment of registration of the User Account by the User and further in the provision of the services according to the Terms and Conditions. In this context, the Provider undertakes in particular:
   • not to disclose any information and data covered by the trade secrets of the Provider, its clients and collaborators to any third parties;
   • not to use such information for its own benefit in any way, except to innovate and improve the Speybl computer program;
   • ensure that said information is not disclosed to third parties;

   • to properly secure all documents, including copies thereof, data carriers, etc., containing information covered by this Agreement from misuse by third parties;

   • commit strictly all its employees, associates and business partners to confidentiality and to the protection of all data in accordance with the Agreement, whether or not in the course of their activities they have or may have access to the facts and information in question;

   • to continuously and continuously monitor the effectiveness of its measures to ensure that the subject facts and information are not accessed or misused;

2. The Subscriber hereby designates as trade secrets within the meaning of the provisions of Section 504 of Act No. 89/2012 Coll., the Civil Code, as amended, in general, all data and information that are not publicly known or publicly available and traceable and which he himself obtains and transmits or makes available to the Provider within the framework of the services provided in accordance with the Terms and Conditions.
3. Information constituting trade secrets may be disclosed by the Provider only to an entity that proves its legal authorization to receive the relevant information, or to an entity that is designated by the Purchaser as authorized to disclose the trade secret.
4. The Acquirer represents that it is fully responsible for authorizing the disclosure of trade secrets to the Provider and that the disclosure is or will always be in accordance with its agreement with the entity to which the trade secret primarily relates.

III. Protection of employees

The Subscriber agrees that for the duration of the Contract and for a period of 3 years from its termination, the Subscriber shall not make any offer to, or accept employment or similar employment or enter into any other contractual relationship with, any professional employee of the Provider who has been involved in any way in the services provided under or in connection with the Contract.

IV. Responsibilities of the Participants

Any failure by the Participants to comply with their obligations and commitments under the Agreement shall also be deemed a material breach of the Agreement and shall entitle them to withdraw from the Agreement.

V. Final Provisions of the Agreement

1. In the event that the Agreement is not entered into, the Agreement and the obligations thereunder shall apply to all matters heretofore disclosed for a period of 24 months from the date of its execution.
2. The parties have agreed that the Agreement shall be entered into in an adhesive manner, without the possibility of the Purchaser changing its contents.
3. The Participants have agreed that the Agreement is concluded in a distance manner, by the registration of the User Account by the Purchaser. By registering, the Acquirer declares that it has read the Agreement before doing so and that it represents the expression of its true, free and unmistakable will.