(1) YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS, AND (2) YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THESE TERMS, PERSONALLY AND ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS, OR IF YOU DO NOT HAVE SUCH AUTHORITY, YOU SHOULD NOT USE THE SERVICE.
Test Urbis is a platform owned by Arnia Software SRL (henceforth the Company) with headquarters in Europe House, 47-53 Lascar Catargiu Bvd Bucharest, Romania, (VAT) code 18719824, EUID ROONRC. J40/8840/2006
The Site (or Website) in this document designates the product website, available at the following web domain names:
2.1. By using the Service, the User agrees to be bound by the latest version of the Standard Service Terms, all applicable laws and regulations, and agrees to be responsible for compliance with any applicable local laws or regulations.
2.2. The Company may update, revise or amend this Agreement and/or any other policies, terms or conditions applicable to the use of the Website and/or our Service, at any time. The Company will notify the User of any material changes to this Agreement by posting a notice on the Company’s Website and shall take effect immediately when posted. Continuing use of the Website, or any Test Urbis signifies the User’s agreement to be bound by the current version of such Agreement. The User is exclusively responsible and liable for keeping up to date of the latest applicable version of these documents.
2.3. The Company licenses a non-exclusive, non-transferable, non-sublicensable right of use of its Service to the User, conditioned by the compliance with this Agreement.
2.4. The User will not interfere with or disrupt the integrity or performance of the Service.
2.5. The User must notify the Company of any defect of the Service immediately after its detection. The Company will use commercially reasonable efforts to repair the defect within a reasonable period.
2.6. The intellectual property over the know-how, the software and design that runs the Service (source code and binaries) belongs exclusively to the Company. All modifications that may be made to it as a result of the cooperation between the parties, even suggestions of improvements made by the User, which may be developed by the Company (at the Company’s option) and will belong to the Company. The User will have no ownership, not even partial, over the intellectual property in or to the Service, including the algorithms, software and systems of the Service.
2.7. The Company manages and maintains all the servers, including proprietary or third-party software. No direct access to the infrastructure or software is provided to the User.
2.8. The Company is entitled to carry out maintenance work that can disrupt the Service. The planned maintenance work may be notified in advance by email (sent to the email address specified in User’s account) or by means of a notice on the Company’s Website.
3.1. The Company collects, stores and further processes personal data as a result of, or in the course of, providing Test Urbis services hereunder. Please review our Privacy Policy, available here, which regulates how we process personal data. Continuing use of the Company’s services shall be considered as agreement to the terms of the Privacy Policy. The User is hereby advised that the Company may update or amend the Privacy Policy from time to time to reflect changes regarding information practices. If the Company makes any material changes, the Company will notify the User by email (sent to the email address specified in User’s account) or by means of a notice on the Company’s Website prior to the change becoming effective. Continuing use of any Test Urbis services shall be considered as consent/agreement to such updated terms of the Privacy Policy.
3.2. The User shall not send/transfer/disclose to the Company any sensitive personal information. If it is necessary for User to share/disclose/transfer such personal information to the Company, it shall always be de-personalized, anonymized and/or otherwise encrypted (or hashed) so as to no longer constitute Personal Data within the meaning of the EU General Data Protection Regulation 2016/679 or any other legislation regarding personal data before disclosure/transfer to the Company.
4.1. The User may pay the Company for the use of the Service a remuneration as per the selected type of Service subscription, and all amounts paid are non-refundable except as otherwise provided in this Agreement or required by law. The payment shall be made through a payment platform chosen by the Company. Company may change pricing, subscriptions, and usage plans by publishing the change on its website; however, if the User has an active paid Subscription in effect, the change will not apply until the next Billing Period.
4.2. For invoicing purposes, the User shall also provide the VAT ID (if applicable) or other tax identification as and if requested.
5.1. The Company will use commercially reasonable efforts to make the Service available.
5.2. The Service commitment does not apply to any unavailability, suspension or termination of Agreement, or any other performance issues:
6.1. The User may request technical support, by using the channels provided on the Company’s Website or by emailing to contact.
6.2. The Company may limit or deny User access to support if it determines, in Company’s reasonable discretion, that the User is acting, or has acted, in a way that results or has resulted in misuse of support or abuse of Company’s representatives.
7.1. The User grants to the Company the right to use the User’s name and logo on marketing materials (including, but not limited to the Company’s Website and presentations). To object to this use, the User can send an email to contact.
8.1. The Receiving Party shall keep the Confidential Information in strict confidence and shall not use or disclose any of the Confidential Information to any third party in any manner whatsoever other than to perform its obligations or exercise its rights under this Agreement; provided, however, that the Receiving Party may make a disclosure of information contained in the Confidential Information to which the Disclosing Party gives its prior written consent; Company may engage subcontractors and disclose information to them to facilitate the provision of the Service.
8.2. This Agreement imposes no obligation upon the parties with respect to any Confidential Information (a) that was rightfully possessed before receipt; (b) is or becomes a matter of public knowledge through no fault of the Receiving Party; (c) is rightfully received from a third party not owing a duty of confidentiality; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of the Disclosing Party; or (e) is independently developed by the other party.
9.1. The User will indemnify, defend and hold the Company and its Affiliates and successors (and the officers, directors, employees, agents, service providers, licensors) harmless, at User’s expense, against any claim, suit, action, proceeding losses, liabilities, damages, settlements which may arise out of or relate to: (a) unauthorized or illegal use of the Service by the User, (b) User’s noncompliance with or breach of this Agreement, (c) the unauthorized use of the Service by any other person using the User’s or other information, (d) the unauthorized disclosure or use of the Personal Data, or (e) reliance on the Service’s analytics and prediction features to make business decisions and automate business processes.
9.2. The Company will notify the User in writing within 30 (thirty) days of its becoming aware of any such Claim. The Company may give the User sole control of the defense or settlement of such a Claim; and may provide to the User (at his/her/its expense) with any and all information and assistance reasonably requested by to handle the defense or settlement of the Claim. The User shall not accept any settlement that (i) imposes an obligation on the Company; (ii) requires the Company to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on the Company without its prior written consent.
10.1. The force majeure protects against liability to the extent and for the period that the party is prevented, hindered, or delayed fulfilling its obligation because of the force majeure event. The party that invokes the force major will communicate in writing, by email, to the other party, the proof of the force major event, in maximum 5 (five) days from its appearance. The same procedure of notification will apply in case of cessation of the force majeure event. If due to the force majeure event one of the parties is hindered to fulfil, totally or partially, its contractual obligations for a period longer than 30 (thirty) days, then the other party will have the right, to cancel the Agreement, through a written notification sent to the other party.
11.1. The term of this Agreement is one (1) year from the date the User agrees with the terms of this Agreement and shall renew automatically with one (1) year periods, unless terminated by either party as follows:
11.2. Notwithstanding the above, the Company may automatically suspend and cease providing Service without any notification in the event that the User violates, or is suspected of violating, this Agreement.
11.3. Upon termination the User is prohibited from using the Service.
12.1. The Company is not liable for any use of the Service by the User in violation of any laws and regulations, including the European Union or U.S. laws, the User’s local laws or regulations.
12.2. In any case, the Company is not liable, per claim or in the aggregate, for an amount greater than the Company was paid by the User during the last 12 (twelve) months.
13.1. If any provision of this Agreement shall be held or made invalid or unenforceable for any reason, such invalidity shall not affect the remainder of this Agreement, and the invalid or unenforceable provisions shall be replaced by a mutually acceptable provision, which being valid, legal and enforceable comes closest to the original intentions of the parties hereto and has like economic effect.
14.1. The User is contracting with ARNIA SOFTWARE SRL and this Agreement shall be governed by the laws of Romania. Both parties’ consent to the exclusive jurisdiction and venue of the courts in Bucharest, Romania, for all disputes arising out of or relating to this Agreement or the use of the Service.
