Terms and Conditions

Agreement to Our Legal Terms

We are Devunus Ltd, doing business as Devunus ("Company," "we," "us," "our"), a company registered in the United Kingdom. Company registration number 15749631.

We operate the website https://devunus.com (the "Site"), as well as any other related products and services that refer or link to these legal terms (the "Legal Terms") (collectively, the "Services").

These Legal Terms constitute a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and Devunus Ltd, concerning your access to and use of the Services. You agree that by accessing the Services, you have read, understood, and agreed to be bound by all of these Legal Terms. IF YOU DO NOT AGREE WITH ALL OF THESE LEGAL TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

We will provide you with prior notice of any scheduled changes to the Services you are using. The modified Legal Terms will become effective upon notifying you by email of a forthcoming amendment which will be available on the website. By continuing to use the Services after the effective date of any changes, you agree to be bound by the modified terms.

We recommend that you print a copy of these Legal Terms for your records.

1. Definitions

Customer / User / You - Meaning you personally and the company you represent, with whom you have full authorization to enter into this agreement. If you are an individual subscribing for your personal use, the term you and authorization shall refer to you.

Customer / User Data – Any data, information or other material uploaded or submitted by the customer / user to the application.

SaaS – Software as a Service.

Working Day – Monday to Friday

SLA – Service Level Agreement

SDK – Software Development Kit to integrate Devunus into your application

Seats – A licence granted for a single user to access the service / application

2. Our Services

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

The Services are not tailored to comply with industry-specific regulations (Health Insurance Portability and Accountability Act (HIPAA), Federal Information Security Management Act (FISMA), etc.), so if your interactions would be subjected to such laws, you may not use the Services. You may not use the Services in a way that would violate the Gramm-Leach-Bliley Act (GLBA).

Support (Premium and Enterprise only):

Within the aforementioned tiers, we will provide unlimited email support. Although we are not obligated to any response times we will endeavour to respond with commercially reasonable resources to provide assistance within 48 hours. Support exclusions are training, onboarding, and SDK integrations.

Documentation

We provide documentation covering how to integrate and configure all of our SDK’s and portal usage. This is available on the website.

3. Intellectual Property Rights

Our intellectual property

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and around the world.

The Content and Marks are provided in or through the Services "AS IS" for your internal business purpose only.

Your use of our Services

Subject to your compliance with these Legal Terms, including the "PROHIBITED ACTIVITIES" section below and solely for your internal business purposes only, we grant you a non-exclusive, non-transferable, revocable license to:

• access the Services; and
• download or print a copy of any portion of the Content to which you have properly gained access.

Except as set out in this section or elsewhere in our Legal Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Legal Terms, please address your request to: [email protected]. If we ever grant you the permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

Any breach of these Intellectual Property Rights will constitute a material breach of our Legal Terms and your right to use our Services will terminate immediately.

We the company reserves the right to update this agreement at any time and will notify you of any term changes via email communications. if you use the service in anyway after a change announcement, it will be deemed as implied consent that you have agreed to the new terms.

You understand that at any time it may be necessary for modifications (including changes to the costs), unless for a critical / security reason, we will aim to provide you with 30 days written notice.

Software Development Kit (SDK)

We will not provide software code with regard to the service provided. However, SDKs are necessary to be able to access the service. The customer understands that it is responsible for obtaining, installing and the ongoing upgrades as necessary of SDK usage, alongside always complying with their applicable licenses. Devunus will notify the customer of any changes to SDKs. WE MAKE NO WARRANTIES, REPRESENTATIONS OR OTHER LIABILTY HEREUNDER WITH RESPECT TO THE SDKs.

License Grant

Neither party may transfer and/or assign it rights or obligations under this agreement without prior written consent to the other. Notwithstanding the aforementioned, either party may transfer the agreement as a result of a merger, reorganization or acquisition of company you represent.

Your submissions

Please review this section and the "PROHIBITED ACTIVITIES" section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you post or upload any content through the Services.

Submissions: By directly sending us any question, comment, suggestion, idea, feedback, or other information about the Services ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

You are responsible for what you post or upload: By sending us Submissions through any part of the Services you:

• confirm that you have read and agree with our "PROHIBITED ACTIVITIES" and will not post, send, publish, upload, or transmit through the Services any Submission that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
• to the extent permissible by applicable law, waive any and all moral rights to any such Submission;
• warrant that any such Submission are original to you or that you have the necessary rights and licenses to submit such Submissions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions; and
• warrant and represent that your Submissions do not constitute confidential information.

You are solely responsible for your Submissions and you expressly agree to reimburse us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.

4. User Representations

By using the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Legal Terms; (4) you are not under the age of 13; (5) you are not a minor in the jurisdiction in which you reside; (6) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (7) you will not use the Services for any illegal or unauthorized purpose; and (8) your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).

5. User Registration

In registering for the service, you confirm that you have all the appropriate and legal rights and authority to enter into this agreement, including use of customer data, payment and distribution of seat allocation within your business provision.

Following receipt of applicable fees, the service will be made available as per the selected plan. If a customer wishes to upgrade their plan, this can be done with immediate effect by entering the accounts section within the Devunus application. A customer wishing to decrease their plan to a lower tier is required to give 30 days’ written notice by email.

The subscription commencement date refers to the date the you the customer submits its online order through the Devunus application.

Devunus has implemented industry standard single sign on authentication to enable a higher level of security. The requirement to share your passwords with any personnel at Devunus will NEVER be required, and therefore should not be shared. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

6. Purchases and Payment

We accept the following forms of payment:

• Visa
• Mastercard

The payment processor for the aforementioned methods is Stripe, Inc. In addition to our terms, by agreeing to use this Service, you agree to the terms, conditions, and privacy policy as set out by the payment processor.

• Bank Transfer

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Services. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed.

Sales tax will be added to the price of purchases as deemed required by us and as applicable by jurisdiction, unless the customer provides a valid tax exemption certificate. For countries where we are not obligated to collect your additional taxes, you are responsible for paying all taxes from your purchase fee.

All payments shall be in US dollars, Euros, Pounds.

You agree to pay all charges at the prices for your purchases and any applicable additional usage fees, and you authorize us to charge your chosen payment provider for any such amounts upon placing your order. We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment.

Additional usage fees occur when you have exceeded the quotas as stated within the pricing schedules on the website, these additions may result in an automatic upgrade in your plan or an additional charge based on usage. Within the application you can disable increasing to the next tier automatically however, this will result in data loss if you exceed your current tier. We will notify via email to the account holder when your budget has reached 90% of the limit, with a further update when your limit has been reached.

7. Subscriptions

Billing and Renewal

Devunus bill one (1) month in advance.

An initial payment of one (1) month’s subscription shall be paid prior to the commencement of us providing services. Invoices are distributed on the 1st working day of each month, with a 14-day MFI ‘month following invoice’ process.

• If applicable the first month’s invoice will calculate any part month charges, any additional usage charges, alongside the following months subscription charges. and any additional usage fee
• Subsequent months invoices will show the following months subscription charges and ‘if applicable’ calculate any additional usage changes.

Should Devunus not be in receipt of any invoiced amounts by the due date, you agree that we will impose interest at the rate of 1.5% of the outstanding balance per month.

Your subscription will continue and automatically renew unless cancelled. You consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until such time as you cancel the applicable order. The length of your billing cycle is monthly.

Fee Changes

We may, from time to time, make changes to the subscription fee and will communicate any price changes to you with thirty (30) days written notice and in accordance with applicable law.

Force Majeure

Neither party shall be responsible to the other for any failure or delay in our services due to events out of reasonable control, including, but not limited to pandemics, natural disaster, civil unrest, acts of God, communication failure, outage, terrorism, war, fires, earthquakes and other disasters. Notwithstanding the aforementioned, as the customer you will be liable for payments, as per standard payment terms. If either party decide that the service is no longer available due to a Force Majeure, either party may terminate this agreement in writing giving standard notice requirements.

Free Trial

We offer a 30-day free trial to new users who register with the Services. The account will not be charged and the subscription will be suspended until upgraded to a paid version at the end of the free trial. This free trial is provided on an AS IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SERVICES' CONTENT OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE SERVICES AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY:

• ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS,
• PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICES,
• ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN,
• ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES,
• ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY, AND/OR
• ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

Cancellation

All purchases are non-refundable. A minimum of 30 days’ notice is required and can be submitted at any time by logging into your account or submitting an email to [email protected]. Your cancellation will take effect on the last working day of your stipulated notice.

If you have any questions or are unsatisfied with our Services, please email us at [email protected].

8. Prohibited Activities

As a user of the Services, you agree not to:

• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Circumvent, disable, or otherwise interfere with security-related features of the Services.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
• Make improper use of our support services or submit false reports of abuse or misconduct.
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
• Use the Services in a manner inconsistent with any applicable laws or regulations.
• Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services.
• You may not resell, lease, sublicense or otherwise provide access to our services to third parties without our prior written consent.
• Reassign seats to extract additional usage on an ongoing basis for seat allocations. A seat can be permanently reassigned to a user in the case of change of circumstances e.g. employment redeployment.

9. User Generated Contributions (Data)

User data shall mean any data, information or other material provided or submitted by you within the application.

You shall retain all rights, title and interest to all user generated data added to the application, and therefore are solely responsible for the upkeep and validity of such data. Devunus assumes no liability for such data.

We will maintain certain data that you transmit to the Services for the purpose of managing the performance of the Services, as well as data relating to your use of the Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

Fourteen (14) days following the termination of this agreement, Devunus will remove all copies and records of any user generated data in its system.

Confidentiality

For the purposes of this agreement any information deemed to be confidential by either party shall be considered confidential and managed accordingly. The recipient receiving the information will use the information solely for the purpose for which it was disclosed.

Where necessary Devunus may be required to share information with payment processors to ensure payment processing is managed accordingly.

You are responsible for tracking and ensuring the security and confidentiality of all information added to the site. Devunus has no liability for any information added into the application.

10. Contribution License

By submitting suggestions or other feedback regarding the Services, you agree that we can use and share such feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights, or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Services. You are solely responsible for your Contributions to the Services and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

Both parties agree that no joint venture, partnership or employment shall be created as a result of this Agreement.

You agree that Devunus may collect, use and disclose aggregated data for its own purposes, including business analytics and benchmarking of services within the application. All data used will be anonymized and will NOT contain any identifiable customer identifiers.

11. Third-Party Websites and Content

The Services may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Services or any Third-Party Content posted on, available through, or installed from the Services, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content. Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Legal Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us blameless from any harm caused by your purchase of such products or services. Additionally, you shall hold us blameless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.

12. Services Management

We reserve the right, but not the obligation, to: (1) monitor the Services for violations of these Legal Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Legal Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Services.

13. Privacy Policy

We care about data privacy and security. Please review our Privacy Policy: https://devunus.com/documents/privacy-policy. By using the Services, you agree to be bound by our Privacy Policy, which is incorporated into these Legal Terms.

Please be advised the Services are hosted by an external provider “Cloudflare and Google Cloud” which operates globally including Europe, United States and United Kingdom. If you access the Services from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United Kingdom, then through your continued use of the Services, you expressly consent to have your data transferred to and processed by Cloudflare and Google Cloud.

14. Term and Termination

These Legal Terms shall remain in full force and effect while you use the Services. WITHOUT LIMITING ANY OTHER PROVISION OF THESE LEGAL TERMS, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SERVICES (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON OR FOR NO REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THESE LEGAL TERMS OR OF ANY APPLICABLE LAW OR REGULATION. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SERVICES OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

The term of this agreement shall commence from the date of initial registration and upon successful receipt of payment and continue on a month-to-month basis until terminated by either party upon thirty (30) days prior written notice to the other party. By agreeing to the terms of this contract, you agree to fees being taken on a rolling basis.

Upon expiration of this notice, the data and service will be no longer available. The submission of notice does not relieve the customer of its obligation to pay all fees occurring prior to termination.

Service Suspension

Devunus have the right to immediately suspend an account if it is suspected that a third party may have accessed the account in an unauthorised manner, that your continued use poses a security risk to our services. Email communication will be sent to the account holder to alert of these concerns and to enable required investigations. You remain responsible for all fees incurred during a period of suspension.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

15. Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Legal Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

Service Level Agreement (Enterprise only):

Devunus will make reasonable efforts to meet or exceed the minimum SLA. If the minimum SLA is not met, then Enterprise customer may be eligible to receive a credit in accordance to the schedule below:

*The service will be deemed “available” when users are available to log in to the portal, view data and event ingesting API’s are functioning.

SLA Exclusions:

• Factors outside Company’s reasonable control.
• Factors resulting from customer’s or third party hardware or software.
• Factors resulting from actions or inactions of the customer.

16. Governing Law

These Legal Terms are governed by and interpreted following the laws of the United Kingdom, and the use of the United Nations Convention of Contracts for the International Sales of Goods is expressly excluded.

17. Dispute Resolution

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Legal Terms (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least sixty (60) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

Any dispute arising from the relationships between the Parties to these Legal Terms shall be determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration being part of the European Centre of Arbitration having its seat in Strasbourg, and which are in force at the time the application for arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of arbitration shall be London, United Kingdom. The language of the proceedings shall be English. Applicable rules of substantive law shall be the law of the United Kingdom.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

18. Corrections

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time, without prior notice.

19. Disclaimer

20. Limitations of Liability

IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE ONE (1) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING OR SUBSCRIPTION VALUE.

DEVUNUS WILL NOT BE HELD LIABLE FOR ANY UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNTS. IN ADDITION, WE WILL NOT BE HELD RESPONSIBLE FOR ANY INACCURACY IN DATA CONTENT OF ANY NATURE.

CONTRARY TO THE ABOVE, IN NO EVENT SHALL EACH PARTY'S TOTAL LIABILITY FOR ALL CLAIMS CONCLUDING FROM THIS AGREEMENT, BE THESE CONTRACT, TORT OR OTHERWISE, EXCEED THE FEES PAID OR PAYABLE BY THE CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE CLAIM.

21. Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Services; (2) breach of these Legal Terms; (3) any breach of your representations and warranties set forth in these Legal Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

22. Electronic Communications, Transactions, and Signatures

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Services, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

23. Marketing

Customer hereby grants Devunus Ltd the right to display your brand company name and logo on its website and other marketing communications. In addition, the customer agrees to participate in customer reference and customer quote ‘for website’; No confidential information will be disclosed during this.

24. Local Laws and Export Control

This agreement shall be governed exclusively by and in accordance with the laws of the United Kingdom. Each party agrees to defend, indemnify and hold the other party harmless from any violation of Export Control Laws.

Devunus Ltd makes no representation that the service is appropriate or available for use in other locations. If you use the service from outside of the United Kingdom, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.

25. Miscellaneous

These Legal Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Legal Terms shall not operate as a waiver of such right or provision. These Legal Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Legal Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Legal Terms and does not affect the validity and enforceability of any remaining provisions. You agree that these Legal Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Legal Terms and the lack of signing by the parties hereto to execute these Legal Terms.

26. Contact Us

In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact us at: [email protected]

Last updated June 10, 2024