iDeals Board Customer Terms of Service

These iDeals Board Customer Terms of Services (hereinafter referred as to “Terms of Services”) are entered into as of the date set forth in the Order Form, by and between the Customer and respective iDeals legal entity mentioned in the Order Form (“Vendor”) each, a “Party”, and together, the “Parties”.

By accepting these Terms of Services, and/or by accessing and using iDeals Board Services, the Customer shall represent and acknowledge to have read, understood, and agreed to be bound by these Terms of Services. The person entering into the Terms of Services and Order Form, which together constitute the full Terms of Services between the Customer and Vendor (hereinafter referred as to “Agreement”) on behalf of a company or another (legal) entity shall warrant to have the authority to bind such entity and its representatives to the Terms of Services.

1. DEFINITIONS

Table 1

2. SERVICES
   1. iDeals Board Customer Terms of Service along with the Order Form constitute the entire Agreement between the Vendor and the Customer. Upon the given Agreement the Vendor grants the Customer a right to use Solution by way of subscribing to non-exclusive licenses, types of which are listed in the Section 3 of the Order Form, and the Customer is obliged to use Solution in the limits of its right, in ways and in terms and conditions provided by the given Terms of Services, as well as to effect payment to the Vendor in accordance with the provision stated in Section 4 of the Order Form and Section 7 of the Terms of Services.
   2. Upon the given Agreement, the Customer is granted with a right to use the Solution in the following amounts and in the following ways, and on user workstations, and operation of the Solution with the realization of the Solution functions, including but not limited as listed in Article 5 hereof.
   3. Terms of transfer of authority to use the Solution by installation of the Solution on cloud servers managed by the Vendor and on workstations of the Users are determined depending on the type of the User.  
   4. Territory where usage of the Solution is allowed is worldwide.

3.  MAINTENANCE AND ACCESSIBILITY
   1. Software-hardware requirements to mobile working place of the User are:
      Apple iPad Air 2 (2014), or higher version.
      iOS 9 or higher version. 
   2. Software-hardware requirements for workstations of individual users are:
      • Personal computer operated by Windows, Linux or MacOS, with channel to server not less than 512 kBit/s, as well as with installed compatible Internet-browser.
      • Monitor with resolution not less than 1280 pixels horizontal.
      • Compatible internet-browsers – Google Chrome (version 73.0.3683.10 or updated), Microsoft Edge (version 79.0.278 or updated), Apple Safari (version 13 or more updated) along with JavaScript.

4. SOLUTION FUNCTIONAL SPECIFICATIONS
   1. Solution functional specifications include, but are not limited by:
      • Operate each Governing body (board, committee) separately, but maintain a hierarchy of governing bodies. Manage granular access rights to information according to membership in the governing body, or secretary role.
      • Initiate agenda items (by members and non-members of Governing bodies). Propose agenda items to be included in the meeting.
      • Request staff members to prepare documents (material) to be included in agenda items. Notify responsible individuals. Track progress on completion of documents in each agenda item. Collaborate on document versions.
      • Prepare and upload draft resolutions at agenda items.
      • Keep draft agenda items visible only to their authors and to the secretary of a governing body.
      • Propose agenda item from previous meetings to the forthcoming meeting.
      • Keep agenda items that were not included in a meeting as a backlog for future meetings.
      • Add documents to individual agenda items by designated staff members (reporting to agenda item owner).
      • Create specific Action items for the preparation of agenda items (and monitoring progress) and assign them to users for implementation.
      • Approve agenda with Chairman and/or other executives.
      • Notify meeting participants of meeting details.
      • Notify meeting participants of agenda and meeting materials being available.
      • Substitute or delete, or add, or edit agenda items dynamically with all the attached materials. Automatically adjusting meeting timing according to these changes.
      • Annotate documents. Make annotations visible to others.
      • Message to individual users. Linking messages/comments to specific meetings, or agenda items, or documents within agenda items.
      • Provide invitations to presenters or any other individuals (non-members of the governing body). Invite non-members to the whole meeting or to individual agenda items.
      • Register attendance of meeting participants.
      • View complete agenda or each individual agenda item by meeting participants.
      • During discussions, suggest and display alternative draft resolutions, or edits to existing draft resolutions.
      • Dynamically assign master presenter. Enable master presenter to broadcast (flip) pages on participants’ devices (and overhead projector) during presentation. Allow participants to follow the presenter or advance (or stay) on other pages, and return to the presenter when needed. Enable full screen mode and “small TV” mode during broadcast presentation (“small TV” allows participants to view other objects while keeping a small window with presentation open).
      • Vote remotely on Circular motions within a predefined time period. Notify of inputs required for votes/circular motions.
      • Allow the meeting secretary to record notes and statements by participants.
      • Search previously considered agenda items by category, governing body or date (to access relevant historic info).
      • Initiate Action items during discussion. Link action item to agenda item, or to a meeting – alternatively, initiate action items without links.
      • Automatically generate minutes of the meeting in Word format, according to a predefined template. Draft minutes .docx file should be available to the secretary only.
      • Approve meeting minutes by Chairman or all or individual meeting participants.
      • Publish meeting minutes once approved.
      • Initiate Action items from adopted decisions/resolutions. Notify responsible individuals on Action items.
      • Delegate Action items to Assignees (optional).
      • If sign-off on an action item is required, designate an Approver for action item completion.
      • Create Related Action items, which are linked to the parent action items – create cascading action items.
      • Create and report on milestones being achieved in specific action items.
      • Track completion and status of action items (by initiator, by responsible, by date, by status). Filter overdue action items.
      • Permit action item owners to maintain (update) their action item status and milestone completion.
      • Adapt UI (on iPad app and web) according to colors and logos from Vendor brandbook.
      • Maintain a calendar with meetings and action item deadlines.
      • Maintain a private and confidential message center.
      • Broadcast internal and/or public news to users.
      • Optional (iPad app): maintain “traffic light” for insiders to notify them of open/closed periods for trading shares (according to disclosure schedules).
      • Create and display content in pairs of 2 languages. Dynamically switch between content languages.

5. TRANSFER OF THE RIGHT OF SOLUTION USE AND TRAINING SERVICES
   1. Vendor shall make the Solution available to the Customer within 24 hours from the date of Agreement. Before the next Board meeting of the Customer, but in any case, no later than 45 calendar days from the date of Agreement, the Parties shall further agree on the date(s) of training for users of the Solution. The date of training for users of the Solution is also considered as agreed by the Parties in case of exchange by the Parties with relevant letters to the email addresses.
   2. Customer shall provide Vendor with contact data of Administrator (including email address) not later than 2 (two) working days from the moment of signing of the given Agreement. In case of delay in providing data of Administrator by Customer, Vendor shall not be liable for delay in transferring the right to use the Solution. Terms of transfer of the right for the Solution shall be shifted by the time of delay in the performance of the obligations of Customer under this paragraph of the Terms of Services.
   3. Vendor shall pass temporary administrator login and password to the Administrator of the Customer. The Vendor shall not be liable for actions of the Administrator of the Customer.
   4. Administrator login and password are confidential and must be used solely for the management of User accounts (including, for creation of temporary username and password for each user). At the beginning of usage of the Solution each user as well as the Administrator of the Customer are obliged to replace the temporary password to a personal and confidential one and to keep it secure throughout the period of Solution usage.
   5. To use Solution via iPad tablet computer, the mobile app iDeals Board  shall be installed on users iPad tablets (available to be downloaded at no additional charge at Apple AppStore). Vendor shall provide an updated and current version of the mobile application at Apple AppStore throughout the term of these Terms of Services. Installation of Solution to iPad tablets of Users shall be performed by Customer.

6. MAINTENANCE AND TECHNICAL SUPPORT
   1. Reaction to Customer’s requests
      1. Support service should mean ensuring the process where services are delivered and supported according to agreed specifications and stakeholders’ expectations.
      2. Depending on the context of the request, the Support service classifies it into four types: service request, incident, problem, and change request.
      3. Requests for Support service should be made via email sent to the Support desk at the address support@idealsboard.com or via Customer Portal at https://cs.idealsboard.com/
         It is recommended to include in the message the details as follows:
         • Description of the request, including the statement on how it can be reproduced;
         • Screenshot/video record showing the issue;
         • For how long the issue has been taking place;
         • After what circumstances it has occurred (preceding actions or changes);
         • Impact on functionality, for example:
           • Quantity of affected users;
           • Whether the system is not available as a whole or partly (specify parts or functions) 
           • disruption of individual users;
           • Issue, that does not lead to a reduction in functionality.
      4. The Vendor handles each request for Support service in the following order: 
         • Creating a ticket;
         • Assigning an agent;
         • Setting priority and initiating review;
         • Clarifying information;
         • Investigating the issue;
         • Providing the consultation or resolution.
      5. As created and until the completion, the ticket’s status is “Pending”. As the ticket is completed, its status changes to “Completed”.
      6. Throughout the ticket processing, the request type or request priority can be changed by the agent.
   2. Service Requests
      1. A service request refers to a formal Customer’s request for information, advice, or any help with settings or editing templates, etc.
      2. The time for providing the Customer with a solution depends on the context of each concrete request and is set individually. 
      3. The expected time to complete the ticket is placed in the “Due date” field. It can also be monitored in the Customer Portal.
   3. Incidents and Problems
      1. Incidents and Problems both refer to unplanned interruption of service availability.
      2. In case when there were revealed no system functionality disruptions while proceeding with the incident/problem, the agent may offer support to the Customer on using the system and the ticket will be re-qualified to the service request on agreement with the Customer.
      3. A ticket is considered to be resolved upon the Customer’s confirmation or after being not responded to by the Customer within more than 5 working days. The status of the ticket is set to “Completed”.
      4. If upon review of the incident/problem the defect in the system functionality is discovered, a patch is released that fixes the defect, or a fix is included in the next version of the system.
      5. As part of the software maintenance services, the Customer should be entitled to receive updates of the Software. The Vendor should inform the Customer if a new update of the Software is available.
   4. Change Request
      1. A change request refers to any addition, modification, or removal of anything that could have a direct or indirect effect on the service.
      2. A change request can be suggested by the Customer, either within the distinct idea of product improvement, or the Support agent can update the request type to “Change” while resolving the ticket.
      3. All the changes suggested by the Customer are taken into attention by Vendor and are to be analyzed from the point of expediency within the product development.
      4. There is no commitment for the Vendor to implement the change suggested by the Customer.
      5. If the Vendor takes the decision to implement the suggested change, the Customer will be informed about this fact and the expected term for its release.
      6. As the change has been implemented and released, the Vendor will inform the Customer about this fact.

7. FINANCIAL CONDITIONS
   1. The Customer shall pay to the Vendor the subscription fees according to the Order Form.
   2. The payments for subscription fees can be made by payment card of international card organizations or by wire transfer.
   3. By choosing payment card as a payment method in the Order Form, the Customer hereby authorizes the Vendor to charge its account as per invoicing schedule.
      The Customer may revoke its authorization to Vendor’s auto-charging its account by sending email at: billing@idealscorp.com.
   4. Vendor will continue to charge the Customer for the use of the Solution until and unless of termination or expiration of the Agreement in accordance with section 16.
   5. All bank commissions, fees and charges related to the payment shall be paid by the Customer.
   6. Amounts payable by the Customer under the Order Form are exclusive of all applicable taxes. The Customer shall be responsible for all applicable sales, use, value-added, withholding and similar taxes imposed by any governmental entity based on the Services, except for taxes based on Vendor’ net income. If applicable law requires the Customer to withhold amounts on payments owed to Vendor pursuant to the Order Form, the Customer shall (i) effect such withholding and remit such amounts to the appropriate taxing authorities, and (ii) ensure that, after such deduction or withholding, Vendor receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount Vendor would have received and retained in the absence of such required deduction or withholding
   7. The Vendor may charge interest on overdue payments (whether before or after any court judgment) in the amount of 0,1% from the overdue amount for each day of delay, starting after 10 days from the moment such delay occurred.
   8. If the Customer still has overdue payments, Vendor shall have the right to refer the Customer’s debt to a debt collection agency. This may include the transfer of Customer’s representatives’ personal data and other Customer’s details as may be requested by a debt collection agency.
   9. The contact person listed in section 5 of the Order Form is authorized to receive all invoices and communication related to invoicing that will be sent by Vendor to the Customer. Any invoice, communication or notice sent to the contact person shall be deemed as received by the Customer. The Customer shall promptly update the Vendor on any change of the above details by sending a written notice to billing@idealscorp.com.
   10. In any case, the subscription fees indicated in the Order Form paid by the Customer to the Vendor are not refundable.

8. CONDITIONS OF SOLUTION USAGE AND LIMITATIONS
   1. The Сustomer is obliged not to perform the following action with the Solution and not allow to perform them by any third parties:
      1. except to the extent expressly permitted under this Terms of Services, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Solution in any form or media or by any means; or
      2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Solution; or
      3. access all or any part of the Solution in order to build a product or service which competes with the Solution; or
      4. use the Solution to provide services to third parties; or
      5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Solution available to any third party except the Users, or
      6. attempt to obtain, or assist third parties in obtaining, access to the Solution.

9. WARRANTY 
   1. The Vendor shall use all reasonable efforts consistent with prevailing industry standards to maintain the Solution in a manner which minimizes errors and interruptions in the Solution and shall perform the Implementation services in a professional and workmanlike manner. Solution may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond Vendor’s reasonable control, but the Vendor shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.  However, the Vendor does not warrant that the Solution will be error free; nor does it make any warranty as to the results that may be obtained from use of the Solution. THE SOLUTION IS PROVIDED “AS IS” AND THE VENDOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
   2. The Vendor represents that the Solution is free of physical and legal defects, in particular any material design and programming errors and defects in designs, materials and work of carriers on which the Solution will be recorded.
   3. Any violations of the guarantee or warranties specified herein shall be remedied by the Vendor forthwith, and at no expense to the Customer, within 15 (fifteen) business days following the notification of the Vendor by the Customer. If the Vendor cannot remove the defects (bugs) of the Solution or if the removal of defects takes longer than 15 business days, then the Customer may request that the previous version of the Solution that was defect-free is reinstated.
   4. The Vendor warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Terms of Services.
   5. The Vendor declares that at the time of signing of the Terms of Services and for the period of this  Terms of Services it does not violate any rights of any third parties by the provision to the Customer the right to use the Solution under this Terms of Services.

10. CUSTOMER’S REPRESENTATIONS
    1. The Customer  represents and warrants that:
       1. its execution and performance of the Agreement does not and will not violate any applicable law, regulation, a decision of any governmental and judicial authority or third party rights in any respect;
       2. neither the Customer, nor any of its affiliates (its directors, officers, employees, shareholders and Users), is a person, or is owned or controlled by a person that is (i) the subject of any Sanctions, (ii) engaged in any activities that could trigger a designation under Sanctions or (iii) employs, uses, procures or subcontracts any workers or labour originating from or attributable to countries that are currently under the Sanctions.

11.  INDEMNIFICATION
    1. The Vendor will indemnify, defend and hold harmless the Customer, its directors, officers, employees and shareholders from and against any and all claims, demands, disputes, complaints, causes of action, suits, losses and damages (including attorneys’ fees) arising from or relating to any claim that the Solution infringes any intellectual property right of a third party. The Vendor shall not be liable in case such claim is based on any modification of the Solution conducted by or on behalf of the Customer.
    2. The Customer will indemnify, defend and hold harmless the Vendor, its directors, officers, employees and shareholders from and against any and all claims, demands, disputes, complaints, causes of action, suits, losses and damages (including attorneys’ fees) arising from or relating to (i) any material breach by the Customer of this Agreement, including without limitation any breach of its representations, or (ii) any use of the data by the Customer and Users in violation of the intellectual property, privacy or other proprietary rights of any third party or in violation of any applicable laws, rules and/or ordinances.
    3. The Party seeking indemnification shall notify the other Party promptly, but in any event no later than within 30 days of becoming aware of any such action, claim or proceeding and shall cooperate fully with the indemnifying Party in the defense of any such claim. The indemnifying Party shall have sole control of the defense of any such action and all negotiations for its settlement or compromise, provided that such settlement or compromise shall not interfere with the Vendor’s provision of the Services. The indemnified Party shall make no admission of liability or settle any claim without the prior written agreement of the indemnifying Party.

12. RIGHTS AND OBLIGATIONS OF THE VENDOR
    1. The Vendor undertakes that the Solution will perform substantially in accordance with the Article 4 of this Terms of Services.
    2. The undertaking in Section 10 shall not apply to the extent of any non-conformance which is caused by use of the Solution contrary to the Vendor’s instructions, or modification or alteration of the Solution by any party other than the Vendor or the Vendor’s duly authorized senders or agents. If the Solution does not conform with the foregoing undertaking, the Vendor will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer’s sole and exclusive remedy for any breach of the undertaking set out herein.
    3. Notwithstanding the foregoing, the Vendor is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Solution may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
    4. The Vendor warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this Terms of Services.
       

13.  RIGHTS AND OBLIGATIONS OF THE CUSTOMER
    1. The Customer shall:
       1. provide the Vendor with:
          • all necessary cooperation in relation to Agreement; and
          • all necessary access to such information as may be required by the Vendor;
    2. comply with all applicable laws and regulations with respect to its activities under the Agreement;
    3. ensure that the Users use the Solution in accordance with the terms and conditions of this Terms of Services and shall be responsible for any User’s breach of this Terms of Services;
    4. ensure that its network and systems comply with the relevant specifications provided by the Vendor from time to time; and
    5. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Solution server, and resolving all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the Internet. 

14. LIABILITY OF THE PARTIES
    1. The Vendor shall not be liable in respect for any damages, losses or expenses where the same are caused by the acts or omissions of the Customer, including any failure by the same to observe Vendor’s rules or directions as to the use of the Solution or any other failure to observe their obligations under this Agreement.
    2. While the Vendor shall use all reasonable endeavours to ensure that the Solution are available at all times, the Parties acknowledge that given the nature of the Internet and the technology involved the Vendor is not responsible for any delays, disruptions or other faults in the Services caused by factors beyond its reasonable control, including problems with the public internet or the Customer’s computer systems, the acts and omissions of third parties (such as Internet providers, Customer’s mail service providers, Internet browser producers etc.).
    3. The Vendor shall not be liable to the Customer and/or to any third parties for any loss of profit, loss of revenue, loss of business, loss of data, loss of contract and for any indirect, incidental, consequential, special or exemplary damages arising of the use of the Solution or third party software integrated with the Solution, even if the Vendor has been advised of the possibility of such damages and in no event will the entire liability of the Vendor under this Agreement exceed, in the aggregate, the total amount of fees paid or becoming due under the Agreement in the 12 month period immediately preceding the event giving rise to such liability.
    4. These limitations apply regardless of the basis on which the Vendor’s liability arises, whether in contract, tort (including negligence), in equity, under statute or on any other basis.
    5. No action, regardless of form, arising out of or related to the Agreement may be brought by the Customer more than 12 months after the cause of action first arose.
       

15.  PROVISIONS APPLICABLE TO CUSTOMERS WHO ARE CONSUMERS
    1. If Consumer’s registered address is in the Europe Union or in the United Kingdom, the terms and conditions of this section should be applicable to the provision of the Services.
    2. The Customer, being a Consumer, at the latest at the beginning of placing an order for Services will receive clear and legible information about the main characteristics of the Services (e.g. the description, quantity and quality, and possess the functionality, compatibility, information on interoperability). After placing an order, the Vendor will provide the Consumer with a confirmation of the conclusion of the agreement on performance of Services on a durable carrier (including in the form of an e-mail message), to which the Consumer agrees.
    3. The Vendor hereby declares that the Services are fit for the purpose for which the Consumer required it and possess functionality, compatibility, accessibility, continuity and security normal for the services of this type available on the market, of which the Consumer was made aware of. The Consumer, upon the conclusion of the Agreement shall be supplied with all accessories, instructions, including on installation, by the Vendor and customer assistance as described in clause 15.2 of this Agreement. Moreover, the Vendor declares to provide the Consumer with all the necessary updates to the Services necessary to keep the Services in conformity throughout the term of the Agreement.
    4. Services shall be supplied in the most recent version available at the time of the conclusion of the Agreement.
    5. The Vendor hereby declares that the Services comply with any trial version of the Services provided to the Consumer prior to the conclusion of the Agreement, provided that the Consumer opted for the Trial period.
    6. The Consumer may contact the Vendor (whose identity details are provided in the body of this Agreement), regarding the provision of Services via e-mail, at the address: support@idealsvdr.com.
    7. The Consumer bears ordinary costs for providing telecommunication services necessary for the provision of Services to the Consumer.
    8. The Consumer will be provided the amount of a total fee for the Services selected by the Consumer exclusive of taxes, upon selection of a plan chosen by the Consumer, at the beginning of placing an order for Services. The Consumer shall be responsible for all applicable taxes in accordance with the terms stated in clause 7.6. of this Agreement.
    9. Payment for the Services is made as described in section 7 (Financial Conditions) of this Agreement, on the basis of an invoice generated and provided to the Consumer by the Vendor. The detailed mechanism for making payments and how to make a complaint one are specified in section 7 (Financial Conditions) of this Agreement and according to the payment terms stated in the respective Order Form which is signed by the Consumer.
    10. The Vendor will begin providing the Services at the date indicated in the respective Order Form.
    11. The Consumer’s right to withdraw from the Agreement shall expire upon commencement of the provision of Services on the basis of article 16 of the Directive 2011/83/EU of 25 October 2011. By accepting this Agreement, the Consumer declares that he/she is aware and unambiguously accepts that the Consumer does not have the right to withdraw from the contract for the provision of Services due to their nature, in particular due to the fact, that gaining access to the Services, means the full performance of the Services by the Vendor.
    12. Consumers’ complaints
        1. The Consumer may lodge the complaint regarding the provision of Services, with the Vendor, via contact details as indicated in clause 15.6 of this Agreement.
        2. It is recommended that the Consumer provide in the description of the complaint: i) information and circumstances concerning the subject of the complaint, in particular the type and date of occurrence of the irregularity; ii) the demand of the Consumer; and iii) contact details of the Consumer – this will facilitate and accelerate the processing of the complaint by the Vendor. The requirements specified in the preceding sentence have the form of recommendation only and do not influence the effectiveness of complaints lodged with the omission of the recommended description of the complaint by the Consumer.
        3. Complaints that do not require additional information shall be considered within 14 business days of their receipt. The Vendor shall inform the Consumer of the manner of their consideration through the means of communication used to initiate the use of the Services.
        4. In the event of the necessity to supplement the complaint, the Vendor shall immediately, in any case not later than within 14 business days  from the date of its lodging, notify the Consumer. In such a case the time limit referred to in subclause “c” above, shall be counted from the date of submitting the supplemented complaint.          
        5. Detailed information about the possibility for the Consumer to use out-of-court complaint and redress procedures and the rules of access to these procedures are available at the offices and websites of consumer ombudsmen, consumer rights protection organizations and consumer protection offices competent for the seat of the Consumer.
    13. The technical requirements necessary to use the Services and its interoperability in section 3 (Maintenance and Accessibility).
    14. Failure to meet the requirements indicated in clause 15.13 above does not prevent the use of the Services, however, it may be the cause of their malfunction.
    15. The provision of the Services may involve risks inherent in the activity on the Internet. The Consumer is aware of the risks of the Internet, in particular the possibility that passwords may be intercepted by third parties or that the Consumer’s devices may be infected with viruses, as well as the losses that may arise from such events. The Consumer is obliged to keep passwords and login data to the account secret. Upon request of the Consumer, the Vendor shall send the Consumer current information about particular risks connected with using services provided electronically via e-mail.
    16. The Consumer is obligated to use the Services in accordance with the law and good practice, to respect personal rights, copyrights and intellectual property rights of the Vendor and third parties.
    17. Disabling or interfering with JavaScript and cookies (e. g. by using add-ons, overlays, custom settings and similar solutions) does not block the use of the Services but may cause difficulties in connection and use of the Services. Detailed information about cookies can be found in iDeals Cookie Policy, available at https://idealsboard.com/cookie-policy/.
    18. The Consumer may terminate the Agreement at any time, as provided in section 15 of this Agreement.
    19. iDeals does not provide after-sales services or warranties.
    20. Provisions specified in sections 11 (Indemnification), 14 (Limitation of Liability), 18 (Force-majeure), 19 (Assignment) do not apply to Customer who are Consumers.
    21. The Agreement with Consumer and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with the laws indicated in clause 15.2 of the Agreement.
        

16. TERM, RENEWAL, AND TERMINATION OF AGREEMENT
    1. The Agreement automatically renews for 12 months upon Initial Subscription Term expiration or additional annual Term expiration, unless Customer requests to terminate the Agreement at least thirty (30) days before the renewal day. Upon the Agreement renewal, the Customer should pay the Vendor the applicable subscription, maintenance and support fees.
    2. The Vendor reserves the right to increase the subscription, maintenance and support fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior written notice to the Customer (which may be sent by email). 
    3. This Agreement may be terminated:
       1. by the Customer, upon written notice with immediate effect for any or no reason; in this case any paid fees are not refundable to the Customer.
       2. by the Vendor, upon written notice with immediate effect if the Customer breaches any material obligation under the Agreement and fails to remedy such breach within 15 days;
       3. in compliance with a court decision – on the day the decision will become final, unless otherwise is provided for by such decision; or
       4. by either Party, upon 3 business days’ written notice if the other Party becomes insolvent or the subject of a petition in bankruptcy which is not withdrawn or dismissed within 60 days thereafter.
       5. upon the agreement of the Parties;
    4. Upon termination or expiration of this Agreement, the Vendor terminates access of the Customer, its Users and Administrators to the Solution;
       

17. AGREEMENT DISPUTE RESOLUTION PROCEDURE
    1. Before taking any court action, either party shall use the best efforts to resolve any dispute under, or in connection with the Agreement through good faith negotiations.
    2. The Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with the laws and court indicated below:
       1. If iDeals Solutions Operations Limited (company number: C 87600) is the Party to the Agreement on the Vendor’s side as indicated in the Order Form then the laws of  England and Wales will be applied. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the London Court of International Arbitration under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
       2. If  iDeals Solutions Group Limited (company number: 8910705) is the Party to the Agreement on the Vendor’s side as indicated in the Delivery Order then the laws of England and Wales will be applied. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the London Court of International Arbitration under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
       3. If Dealigence Inc. dba iDeals Solutions Group (company number: 07472871) is the Party to the Agreement on the Vendor’s side as indicated in the Order Form then the laws of the Commonwealth of Virginia should be applied even if one of the Parties is of foreign registration or nationality and/or the Agreement is performed abroad in full or in part. Any disputes arising out of or in relation to the performance of the Agreement which cannot be resolved amicably will be settled exclusively by arbitration in Virginia courts.
       4. If iDeals Do Brasil Servicos De Informacao LTDA. (company number: 27.382.809/0001-81) is the Party to the Agreement on the Vendor’s side as indicated in the Order Form then the laws of Brazil will be applied. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by a competent court of Brazil in compliance with laws of Brazil under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
       5. If iDeals Solutions Group Limited (company number: 1597818) is the Party to the Agreement on the Vendor’s side as indicated in the Order Form then the laws of Hong Kong will be applied. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by Hong Kong International Arbitration.
       6. If iDeals Solutions Limited (company number: 2296064) is the Party to the Agreement on the Vendor’s side as indicated in the Order Form then the laws of Hong Kong will be applied. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by Hong Kong International Arbitration.
       7. If iDeals Business Technology Solutions (Shanghai) Co., Ltd. (company number: LJZ201801417) is the Party to the Agreement on the Vendor’s side as indicated in the Order Form then the laws of People’s Republic of China will be applied. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by Shanghai International Arbitration Centre under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
       8. If iDeals Solutions Germany GmbH (company number: HRB266802) is the Party to the Agreement on the Vendor’s side as indicated in the Order Form then the laws of Germany will be applied. All disputes arising out or in connection with this Agreement or its validity shall be finally settled in accordance with the Arbitration Rules of the German Arbitration Institute (DIS) without recourse to the ordinary courts of law. The arbitral tribunal shall be comprised of a sole arbitrator. The seat of the arbitration is Munich. 
       9. If iDeals Solutions APAC PTY LTD (company number: 622526827) is the Party to the Agreement on the Vendor’s side as indicated in the Order Form then laws of Australia. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by the Australian Centre for International Commercial Arbitration under the Rules of this Court, which Rules are deemed to be incorporated by reference into this clause.
    3. In the event a dispute arises under this Agreement, the prevailing party will be entitled to all reasonable costs and expenses incurred by it in connection with such dispute (including, without limitation, all reasonable attorney’s fees and costs incurred before and at any trial, arbitration or other proceeding), as well as all other relief granted in any suit or other proceeding.

18. Force-majeure. Neither Party shall be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of its respective obligations in relation to this Agreement, if the delay or failure was due to any cause beyond its reasonable control, including but not limited to acts of God, explosions, floods, fire or accident, war or threat of war, terrorism or threat of terrorism, sabotage, civil disturbance, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, import or export regulations or embargoes or industrial actions or trade disputes (whether involving employees of either Party).

19. Assignment. Neither of the Parties shall be eligible to transfer the rights and obligations from the Agreement or cave in to the demand of a third Party without the prior written consent of the other Party, provided, however, that iDeals shall have the right to assign any part of this Agreement to either of its affiliated companies without prior notice or consent of the Customer.

20. Severability. If any one of the stipulations of this Terms of Services were proven null and void in the eyes of a current rule of law or a legal decision that has become final, such stipulation shall be severed from this Terms of Services, without however leading to the nullity of the Terms of Services or altering the validity of its other provisions.
21. Listing and communication. The Customer authorised Vendor to mention Customer as a сustomer, to use its trade name, trademarks, service marks or images (graphic symbol/logo) and/or to publish customer feedback of its representatives on Vendor’ products and services in Vendor’ marketing, promotional or advertising materials and on Vendor’ website.