(Created September 4th, 2022) 

PLEASE READ THESE TERMS CAREFULLY BEFORE USING ANY SERVICES OFFERED HEREIN, SUCH AS ANY OF OUR WEBSITE OR SASS APPLICATION

SHADOWINNER IRLD OPERATIONS LIMITED REGISTERED UNDER 747243. LOCATED IN 33 RATHMINES ROAD LOWER DUBLIN 6 D06 W5X9, IS WILLING TO GRANT ACCESS TO THE SAAS PRODUCTS TO YOU AS THE COMPANY OR THE LEGAL ENTITY THAT WILL BE UTILIZING THE SAAS PRODUCTS (REFERENCED BELOW AS “CUSTOMER”) ON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS OF THIS AGREEMENT (AS DEFINED BELOW). BY ENTERING INTO THIS AGREEMENT ON BEHALF OF THE CUSTOMER, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE CUSTOMER TO THIS AGREEMENT. CUSTOMER AND SHADOWINNER MAY EACH ALSO BE REFERRED TO AS A “PARTY” AND TOGETHER, THE “PARTIES”.

1.Access and Use

Subject to payment of all applicable fees set forth in the Order or payment in accordance with our Authorized Payment provider (as appropriate) and the terms and conditions of this Agreement, Shadowinner grants Customer, during the Subscription Term, a non-exclusive, non-transferable right to access and use (and permit Authorized Users to access and use) the SaaS Products and applicable Documentation solely for Customer’s and its Affiliates’ internal business purposes in accordance with this agreement and in the quantity specified in the applicable Order. Shadowinner may update the SaaS Products from time-to-time in its sole discretion but shall not remove a primary function of the SaaS Products without providing prior notice to Customer.

2.Access and Use Restrictions

Customer shall not (directly or indirectly): 

a.copy or reproduce the SaaS Products or this agreement except as permitted under this Agreement;

b.exceed the subscribed quantities, users or other entitlement measures of the SaaS Products as set forth in the applicable Order;

c.remove or destroy any copyright, trademark or other proprietary marking or legends placed on or contained in the SaaS Products, terms or Shadowinner Intellectual Property; 

d.assign, sell, resell, sublicense, rent, lease, time-share, distribute or otherwise transfer the rights granted to Customer under this Agreement to any third party except as expressly set forth herein;

e.modify, reverse engineer or disassemble the SaaS Products;

f.except to the limited extent applicable laws specifically prohibit such restriction, decompile, attempt to derive the source code or underlying ideas or algorithms of any part of the SaaS Products, attempt to recreate the SaaS Products or use the SaaS Products for any competitive or benchmark purposes;

g.create, translate or otherwise prepare derivative works based upon the SaaS Products, terms or Shadowinner Intellectual Property; 

h.interfere with or disrupt the integrity or performance of the SaaS Products;

i.attempt to gain unauthorized access to the SaaS Products or its related systems or networks, or perform unauthorized penetrating testing on the SaaS Products;

k.use the SaaS Products in a manner that infringes on the Intellectual Property rights, publicity rights, or privacy rights of any third party, or to store or transfer defamatory, trade libelous or otherwise unlawful data; or

If Customer uses the SaaS products in a manner that is outside or in violation of this agreement, then Customer will cooperate with Shadowinner to address any applicable burden on the SaaS Products or pay an additional mutually agreed upon fee.

3.The Saas Platform

Shadowinner will make available the Platform to the Customer by setting up an account for the Customer on the Platform, and providing to the Customer login details for that account as soon as practicable following the Effective Date. Subject to the limitations and the prohibitions described herein, Shadowinner hereby grants to the Customer a non-exclusive licence to use the Platform for the Permitted Purpose via any standard web browser in accordance with the agreement during the Term.

4.Login Access

Customer is solely responsible for ensuring: (i) that only appropriate Authorized Users have access to the SaaS Products, (ii) that such Authorized Users have been trained in proper use of the SaaS Products, and (iii) proper usage of passwords, and access procedures with respect to logging into the SaaS Products. Shadowinner reserves the right to refuse registration of, or to cancel, login IDs that it reasonably believes to violate the terms and conditions set forth in this Agreement, in which case Shadowinner will promptly inform Customer in writing of such refusal or cancellation. In addition to the rights set forth in this Agreement, Shadowinner may suspend Customer’s access and use of the SaaS Products if there is an unusual and material spike or increase in Customer’s use of the SaaS Products and Shadowinner reasonably suspects or knows that such traf fic or use is f raudulent or materially and negatively impacting the operating capability of the SaaS Products. Shadowinner will provide notice prior to such suspension if permitted by applicable law or unless Shadowinner reasonably believes that providing such notice poses a risk to the security of the SaaS Products. Shadowinner will promptly reinstate Customer’s access and use once the issue has been resolved.

5.Subscription Sales Contract

Shadowinner offers a sales contract based on the number of Authorized users, in a particular Customer Account. Indeed, the monthly cost of the solution is established on the monthly number of users. In simple terms; Shadowinner allows the customer account administrator to add users and subjects. If the number of monthly users exceeds the number of users estimated on the contract, Shadowinner is entitled to add an extra charges to the pricing, and the Customer shall be laible to pay the applicable extra fees to continue to have access to the Saas Software. Failure to pay the applicable extra fees, Shadowinner reserve the right to suspend the subscription and account

6.Subscription Downgrades

Depending on your Subscription as a Customer of the Shadowinner Saas Product, you may be entitled to downgrade your subscription by sending a notice to Shadowinner at the email contact@shadowinner.com, in order to request subscription downgrade and billing over the 15 days following the change. However, in the event of an oversight, Shadowinner will not offer retroactive reimbursement or be obligated to offer any refunds for unused subscription.

7.Subscription Limits

You agree to not use the Services in any manner that substantially exceeds typical use consumption, including but not limited to number of monthly user projection. The Customer is entitled to change the limits that apply to your use of the Saas Products at any time by sending a notice to Shadowinner, regardless of whether or not these are used in conjunction with other Subscription Services for which you pay us a fee. You agree that Shadowinner shall not be entitled to pay you for any unused subscription or number or users.

8.Customer Support

For support that apply to your subscription, please send a message to contact@shadowinner.com

9.Customer Obligations

The licence granted by Shadowinner to the Customer is subject to the following limitations:

I.the Platform may only be used by the named users identified in the Statement of Services, providing that the Customer may change, add or remove a designated named user in accordance with the procedure set out therein;

II.form must not be used at any point in time by more than the number of concurrent users specified in the Statement of Services, providing that the Customer may add or remove concurrent user licences in accordance with the procedure set out therein;

III.the Platform may only be used by the employees, agents and sub-contractors of the Customer and:

IV.where the Customer is a company, the Customer’s officers;

V.where the Customer is a partnership, the Customer’s partners; and

VI.where the Customer is a limited liability partnership, the Customer’s members;

VII.the Customer must comply at all times with the terms of the acceptable use policy set out in this agreement, and must ensure that all users of the Platform agree to and comply with the terms of that acceptable use policy;

Except to the extent mandated by applicable law or expressly permitted in the Agreement, the licence granted by us to the Customer under this Clause is subject to the following prohibitions:

I.the Customer must not sub-license its right to access and use the Platform or allow any unauthorised person to access or use the Platform;

II.the Customer must not frame or otherwise re-publish or re-distribute the Platform; and

III.the Customer must not alter or adapt or edit the Platform save as expressly permitted by this terms.

IV.For the avoidance of doubt, the Customer has no right to access the object code or source code of the Platform, either during or after the Term

V.All Intellectual Property Rights in the Platform shall, as between the parties, be the exclusive property of Shadowinner.

VI.The Customer shall use all reasonable endeavours to ensure that no unauthorised person will or could access the Platform using the Customer’s account.

VII.The Customer must not use the Platform in any way that causes, or may cause, damage to the Platform or impairment of the availability or accessibility of the Platform, or any of the areas of, or services on, the Platform.

VIII.The Customer must not use the Platform in any way that is unlawful, illegal, fraudulent or harmful; or

IX.In connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

10.Support Services and Upgrades

During the Term Shadowinner will provide the Support Services to the Customer, and may apply Upgrades to the Saas Platform, but with a notice of upgrades sent to the customer. However, Shadowinner reserve th rights to sub-contract the provision of any of the Support Services without obtaining the consent of the Customer.

11.Customer Materials

The Customer grants to Shadowinner during the Term a non-exclusive licence to store, copy and otherwise use the Customer Materials on the Platform for the purposes of operating the Platform, providing the Services, fulfilling its other obligations under the Agreement, and exercising its rights under the Agreement. Subject to terms described here in, all Intellectual Property Rights in the Customer Materials will remain, as between the parties, the property of the Customer. The Customer warrants and represents to Shadowinner that the Customer Materials, and their use by Shadowinner in accordance with the terms of the Agreement, will not:

a.breach any laws, statutes, regulations or legally-binding codes;

b.infringe any person’s Intellectual Property Rights or other legal rights; or

c.give rise to any cause of action against Shadowinner or the Customer or any third party,

Where Shadowinner reasonably suspects that there has been a breach by the Customer of the provisions of this section, Shadowinner may:

a.delete or amend the relevant Customer Materials; and/or

b.suspend any or all of the Services and/or the Customer’s access to the Platform while it investigates the matter.

c.Any breach by the Customer will be deemed to be a material breach of the Agreement.

Shadowinner shall ensure that the Customer Materials stored and processed by the Platform are stored separately from, and are not co-mingled with, the materials of other customers of Shadowinner.

12.Project Data

The parties agree that all disclosure and use of drawing project information, entries and Project Data (defined below) will comply with the terms and conditions and privacy policies under which it was collected and all applicable laws, statutes, rules or regulations relating to such Project Data and the persons from whom it is collected. “Project Data” means data imported by Customer or obtained from persons filling in Customer’s widgets. Customer further agrees and warrants that its collection and use of Project Data from those persons comports with its stated privacy policies and comports with all applicable federal, state and local laws. Customer is responsible for all actions with respect to personally identifiable information of persons that are included in the list of entries. Title to and ownership of all intellectual property rights of the Project Data shall remain exclusively with Customer.

13.Payment & Tax

Shadowinner will issue invoices for the Saas Product Charges to the Customer in accordance with this agreement. The Customer agree to pay the Charges to Shadowinner within 30 days of the date of issue of an invoice.

All Charges stated in or in relation to the Agreement are stated exclusive of VAT, unless the context requires otherwise. VAT will be payable by the Customer to Shadowinner in addition to the principal amounts.

14.Indemnity

The Customer will indemnify and will keep indemnified Shadowinner against all liabilities, damages, losses, costs and expenses (including legal expenses and amounts paid upon legal advice in settlement of any disputes) suffered or incurred by Shadowinner and arising as a result of any breach by the Customer.

15.Data protection

The Customer warrants that it has the legal right to disclose all Personal Data that it does in fact disclose to Shadowinner under or in connection with the Agreement.

Shadowinner warrants that:

a.it will act only on instructions from the Customer in relation to the processing of any Personal Data performed by Shadowinner on behalf of the Customer; and

b.it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data processed by Shadowinner on behalf of the Customer.

16.Customer Data Content

As between Shadowinner and Customer, Customer is solely responsible for: (i) the content, quality and accuracy of Customer Data as made available by Customer and by Authorized Users; (ii) providing notice to Authorized Users with regards to how Customer Data will be collected and used for the purpose of the SaaS Products; (iii) ensuring Customer has a valid legal basis for processing Customer Data and for sharing Customer Data with Shadowinner (to the extent applicable); and (iv) ensuring that the Customer Data as made available by Customer complies with applicable laws and regulations including Applicable Data Protection Laws.

17.Data Protection Laws

The Parties shall comply with their respective obligations under the Applicable Data Protection Laws. In particular, if Customer is established in the European Economic Area (“EEA”), in the United Kingdom (“UK”) or in California, or will, in connection with the SaaS Products, provide Shadowinner with personal data relating to an individual located within the EEA, the UK or California, the Parties shall comply with our Data Processing Addendum which in such case is hereby incorporated into this Agreement.

18.Confidentiality

Shadowinner will:

a.Keep confidential and not disclose the Customer Confidential Information to any person save as expressly permitted by this Clause;

b.Protect the Customer Confidential Information against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care; and

Customer Confidential Information may be disclosed by Shadowinner to its officers, employees, agents, insurers and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Customer Confidential Information disclosed.

The obligations set out in this Clause shall not apply to:

a.Customer Confidential Information that is publicly known (other than through a breach of an obligation of confidence);

b.Customer Confidential Information that is in possession of Shadowinner prior to disclosure by the Customer;

c.Customer Confidential Information that is received by Shadowinner from an independent third party who has a right to disclose the relevant Confidential Information; or

d.Customer Confidential Information that is required to be disclosed by law, or by a governmental authority, stock exchange or regulatory body, provided that Shadowinner must where permitted by law give to the Customer prompt written notice of the disclosure requirement.

19.Security of Customer Data

Shadowinner shall: (i) ensure that is has in place appropriate administrative, physical and technical measures designed to protect the security and confidentiality of Customer Data against any accidental or illicit destruction, alteration or unauthorized access or disclosure to third parties; (ii) have measures in place designed to protect the security and confidentiality of Customer Data; and (iii) access and use the Customer Data solely to perform its obligations in accordance with the terms of this Agreement, and as otherwise expressly permitted in this Agreement. Shadowinner shall not materially diminish its security controls with respect to Customer Data during a particular SaaS Products term. The obligations set forth in this Section are in addition to any confidentiality, privacy, security or other requirements contained in these terms or DPA, as applicable.

20.Term

This Agreement will be effective upon Customer’s first access of a SaaS Product and shall remain in force during the applicable Subscription Term of the SaaS Product or throughout Customer’s continued use of the SaaS Product, as applicable.

21.Termination

Either Party may terminate this Agreement immediately upon notice to the other Party if the other Party: (i) materially breaches this Agreement and fails to remedy such breach within thirty (30) days after receiving written notice of the breach from the other Party; or (ii) commences bankruptcy or dissolution proceedings, has a receiver appointed for a substantial part of its assets or ceases to operate in the ordinary course of business. In addition, a Party may terminate this Agreement, or Order , in whole or in part, or cease provision of the SaaS Products if required to comply with applicable law or regulation, and such termination will not constitute a breach of this Agreement by the terminating Party. Shadowinner reserves the right to suspend Customer’s access to the applicable SaaS Products upon 30 days’ written notice to Customer if : (a) an invoice is more than sixty (60) days past due; or (b) if there is an uncured material breach of this Agreement. Shadowinner will promptly reinstate Customer’s access and use of the SaaS Products/provision of the Professional Services once the issue has been resolved. Upon termination or expiration of the Agreement or an Order, (x) any accrued rights and obligations will survive; (y) all outstanding fees and other charges under the Agreement or Order (as applicable) will become immediately due and payable.

22.Notices

Any notice given under the Agreement must be in writing (whether or not described as “written notice” in the Agreement) and must be delivered personally, sent by recorded signed-for post, or sent by fax or email, for the attention of the relevant person, and to the relevant address or fax number or email address given below (or as notified by one party to the other in accordance with this Clause).

23.Customer Logo/Materials

The Customers agrees that Shadowinner may use his name, logo, or feedback for any advertising, publicity or other business purpose at any time, during the use of our free version and premium version of our Saas product and the term of this Agreement. The use of the Customer’s name, logo, or feedback shall not be deemed to result in any invasion of privacy or in violation of any property right the Customer may have; and The Customer agree that there shall receive be no consideration of any kind, if his name, logo or feedback is used. The Customer further agrees that any positives, prints or other material for printing or reproduction purposes prepared in connection with the use of his name, logo or feedback by Shadowinner shall be and are the sole property of Shadowinner and Jonathan Alfred.

24.Dispute Procedure

If you have any concerns, disputes against a customer or Shadowinner regarding the provision of the Saas Products and services, you agree to a dialoque; However, if a dialoque can not be reached, any commercial litige shall be handled by the tribunal competent of commerce from paris at this adresse: 1 quai de corse 75004 Paris – France.

25.Gorverning Law

This terms (Agreement) will be governed by and construed in accordance with the laws of The French Court of Cassation; will have exclusive jurisdiction to adjudicate any dispute arising under or in connection with the Agreement.

26.Support Channels

For support, queries, and complaints, please send an email to contact@shadowinner.com