This agreement (the "Agreement") governs use of the Platform and is entered into by and between Routy Malta Limited, a company incorporated under the Laws of Malta, bearing registration number C 104691, having its registered office at 53, Mediterranean Building, Level 1, Abate Rigord Street, Ta’ Xbiex XBX1122 MALTA (“Routy” or the “Company”) and “the Customer” on the "Effective Date".

1.     Definitions

1.1.  For the purposes of this Agreement and unless otherwise expressly stated, the following terms shall have the following meaning respectively assigned to them:

1.1.1.     “Agreement” means this Agreement including any annexes attached hereto or amendments;

1.1.2.     “Applicable Law” means the Laws of Malta;

1.1.3.     “Confidential Information” means all confidential information or any other information that is not indicated as being confidential, but which is not publicly known and of whose confidential nature the receiving Party is or should be aware of based on the circumstances, including but not limited to business and financial information, lists of customers and buyers, as well as price and sales information and any information relating to products, records, operations, business plans, processes, product information, business know-how or logic, trade secrets, market opportunities and personal data;

1.1.4.     “Duration” means the duration of this Agreement commencing from the Effective Date and ending under any of the circumstances indicated in this Agreement and/or its annexes;

1.1.5.     “Effective Date” means, in respect of each Customer, the date on which that Customer creates an account on the Platform or otherwise accepts this Agreement (including by clicking "I agree" or equivalent), whichever occurs first;

1.1.6.     “Force Majeure” means anything outside the reasonable control of the Parties affected and without its fault or negligence, excluding inability to pay the Fees in terms Clause 3 of this Agreement, however including, but not limited to: acts of God, acts or omissions of civil or military authority, war declared or undeclared, blockade, disturbance, any natural disaster such as lightning, fire, earthquake, typhoon, storm, flood, unusually severe weather conditions, explosion or meteor, embargoes, epidemics, pandemics, terrorist acts, riots, insurrections, government regulations, or by law or any power lawfully exercised by a Government Agency, any change in an Applicable Law, compliance with any statutory, regulatory or legal obligation, work stoppages, industrial disputes of any kind, inability to secure products or services of other persons or transportation facilities or acts or omissions or transportation carriers;

1.1.7.     “Government Agency” means any government department, administrative, fiscal, governmental, judicial, or supervisory or regulatory agency, authority, body, commission, department, tribunal in any part of the world;

1.1.8.     “Intellectual Property” and “Intellectual Property Rights” means all intellectual property rights including, but not limited to, patents, designs, trademarks, marks, trade names, copyrights, know-how and inventions, whether registered, unregistered or pending;

1.1.9.     “Official” means the natural person nominated to assume the commensurate function as agreed between the Parties;

1.1.10.  “Platform” means SAAS Routy;

1.1.11.  “Prices” means the fees payable to the Company in respect of the Services as specified in the annexes of this Agreement;

1.1.12.  “Services” means the Company’s services as more specifically defined in the annexes of this Agreement;

1.2.  The headings are being inserted for convenience and shall not affect the construction and interpretation of this Agreement

2.     The Services and Terms of Use

2.1.  By registering for an account, the Customer confirms it has read, understood, and agrees to be bound by this Agreement in its entirety, including all annexes.

2.2.  The Services shall be provided by the Company to the Customer by means of the Platform whereby the Customer shall manage its affiliate accounts in terms of the different Pricing options as specified in  the Pricing page (https://routy.app/pricing) and the specific plan agreed to by the Parties as indicated in Clause 3.1 below and the service levels as specified in Annex A of this Agreement.

2.3.  The Company grants to the Customer a non-exclusive, non-transferable and non-assignable right to use the Platform subject to the following conditions;

2.3.1.     prior to the first invoice by the Company, the Customer shall state the name of the company, including its legal form, its registered address, tax and VAT number, and the full name of the person authorised to register an account on behalf of the Customer;

2.3.2.     the Customer shall take full and sole responsibility for its use of the Platform and its content. The Customer shall not permit any third-party to use or gain access to the Platform and shall utilise all reasonable security measures to protect against unauthorised usage and/or access. Non-compliance with this provision shall constitute a material breach of this Agreement and the Company reserves the right to immediately terminate this Agreement and seek compensation for any direct or consequential damages caused to the Company as a result of this breach

3.     Payment terms

3.1.  In consideration for the Services, provided, the Customer shall pay the Company the amount as per the Pricing option selected among the options specified in the link as amended from time to time. All prices are exclusive of Value Added Tax (VAT).

3.2.  Late payments in excess of fourteen (14) days may result in suspension and/or termination of this Agreement in terms of Clause 4.3.3 below. Late payments in excess of thirty (30) days shall incur the maximum interest rate in terms of the applicable law to be reckoned from the day the payment became due.

3.3.  The Company is entitled to modify its Pricing plans as specified in the link at any time and at its sole discretion in terms of the applicable law. Modifications to the Pricing plans shall be effective prior to providing notice to the Customer of at least three (3) weeks and shall come into force at the next billing period.

3.4.  Payments are to be made through Paddle or another merchant of record as indicated by the Company in writing from time to time.

4.      Term and Termination

4.1.  This Agreement is effective as of the Effective Date. Any agents, employees, representatives or any person or entity acting on behalf of the Customer shall be subject to the terms of this Agreement.

4.2.  The Services are provided to the Customer on a month-to-month basis and the Agreement may be concluded for a definite or an indefinite period. The Agreement may be terminated by the Customer at any time by communicating its intention to the Company in writing not less than one (1) working day prior to the subscription payment for the subsequent month.

4.3.  Notwithstanding the provisions of Clause 4.2 above, the Company may suspend the Customer’s access to the Platform and/or terminate this Agreement if the Customer:

4.3.1.     is in material breach of this Agreement;

4.3.2.     is conducting activities that do not comply with all applicable laws. rules and regulations of Malta and/or other jurisdictions to which the Customer is a subject;

4.3.3.     is late with any payment for the use of the Platform for a period of fourteen (14) days from the date the payment is due;

4.3.4.     is suspected of fraud. For the avoidance of doubt fraud means an actual or attempted act by the Customer which is reasonably deemed by the Company to be (a) illegal in any applicable jurisdiction, (b) made in bad faith, (c) intended to defraud the Company and/or circumvent any contractual or legal restrictions;

4.3.5.     is responsible for an act or omission that causes or may cause reputational damage to the Company;

4.4.  In the event of a Force Majeure that results in an interruption of the Services for more than twenty (20) days, both Parties may terminate this Agreement without incurring any liability.

5.     Effects of Termination

5.1.  No manner of termination whatsoever shall give rise to liability by the Company, regardless of circumstances;

5.2.  In the event of any termination, the Customer shall not be entitled to any refunds of any payments made. Any outstanding balance for Platform usage and other unpaid obligations shall be immediately due and payable in full.

5.3.  Termination of this agreement shall automatically terminate and extinguish the right to use the Platform.

6.     Confidential Information

6.1.  The Parties agree and bind themselves to maintain as strictly confidential the contents of this Agreement and shall take all practical measures to ensure that information concerning each other’s activities are not revealed to any third-party without the consent of the other Part

6.2.  The Customer shall take all reasonable steps to safeguard and protect Confidential Information. Such information is to be kept in a secure location and should be safeguarded and protected from any theft, loss, unauthorised use, unauthorised duplication or disclosure.

6.3.  Each Party may only disclose the other Party’s Confidential Information;

6.3.1.     to its employees, officers, representatives, agents, bankers, insurers or advisors who need to know such information for the purposes of carrying out the Party’s obligations under this Agreement. Each Party shall ensure that its employees, officers, representatives or advisors to whom it discloses the other Party’s Confidential Information comply with the provisions of this Clause 6; and

6.3.2.     to the extent that is required by law, by any court of competent jurisdiction, or by a Government Agency, or where there is a legal right, duty or requirement to disclose. Insofar as not prohibited, the Disclosing Party shall use reasonable efforts to inform the other Party of the timing and content of any such mandatory disclosure prior to such disclosure being made.

6.4.  This Clause 6 shall survive the termination of this Agreement.

7.     Intellectual Property

7.1.  Subject to the provisions of Clause 2.2 above, nothing contained in this Agreement will grant either Party any right, title or interest in the trademarks, trade names, service marks or other Intellectual Property Rights of the other Party.

7.2.  The Parties agree that all Intellectual Property Rights related to the Platform is and shall remain the property of the Company and the Customer agrees that it shall not attempt to claim such rights as its own or use the Platform in any manner which is not in accordance with this Agreement. For the avoidance of doubt, the Customer shall hold no rights over the Platform other than as provided for by virtue of this Agreement.

7.3.  The Customer hereby grants Company a license to use the Customer’s trademarks for presenting the Customer as Company’s client in any media and opportunity.

7.4.  This Clause 7 shall survive the termination of this Agreement

8.     Warranties and Representations

8.1.  The Customer warrants and represents to the Company that:

8.1.1.     it has all right, power and authority to enter into this Agreement;

8.1.2.     the execution of this Agreement does not and will not violate any other agreement by which the Customer is bound;

8.1.3.     it will not defraud or attempt to defraud the Company in any manner;

8.1.4.     its use of the Platform shall not:

8.1.4.1.         contain malware, automatically download content, malicious scripts or password phishing scams;

8.1.4.2.         contain material that infringes the rights of third parties, including but not limited to, copyright, patent, trademark or any other intellectual property rights or which promote copyright piracy

8.1.4.3.         contain gratuitous displays of violence, obscene or vulgar language, abusive content or content which endorses or threatens physical harm;

8.1.4.4.         promote any type of hate speech or discrimination, whether based racial, political, ethnic, religious, gender-based, sexuality-based or any other identification;

8.1.4.5.         contain inappropriate newsgroup postings or unsolicited email (spam);

8.1.4.6.         contain fraudulent or misleading material, false representations or notifications;

8.1.4.7.         disclose Personal Data or Confidential Information that is not publicly accessible and/or lacks required consent(s) and/or is illegal to disclose;

8.1.4.8.         contain material which may be deemed indecent and/or violate the laws of any jurisdiction in which the Customer is to engage, advertise or otherwise sell into;

8.1.4.9.         contain links to other sites, applications, or any other type of content presenting the characteristics details above.

8.2.  The Company warrants and represents to the Customer that;

8.2.1.     it has all right, power and authority to enter into this Agreement;

8.2.2.     the execution of this Agreement does not and will not violate any other Agreement by which the Company is bound;

8.2.3.     it shall not disclose to any third party the information provided to it by the Customer and shall not use such information for any purpose other than specified therein.

8.2.4.     subject to the provisions of Annex A, it will use its best efforts to ensure that the Platform will operate for twenty-four (24) hours/day, three hundred and sixty-five (365) days/year

9.     Limitation of Liability

9.1.  In no event shall the  Company and/or anyone acting on the Company’s behalf be liable for any loss of profits, lost savings, indirect, incidental, special, consequential, multiple or punitive, damages regardless of whether the basis of the liability is breach of contract, tort (including negligence and strict liability), statutes, misrepresentations or otherwise for any loss of profit, loss of business, loss of income, loss of customers or any indirect, incidental, consequential, special, or exemplary damages arising from any aspect of the relationship provided herein including, but not only, as a result of the Customer’s reliance on the Services since the Company is solely providing a platform which assists the Customer to manage and track its traffic. Company’s maximum liability to the Customer for any and all causes of actions, claims and damages, including without limitation breach of contract, breach of warranty, negligence, strict liability, misrepresentation and other torts, in connection with this Agreement is limited to the amount paid by the Customer in consideration for the subscription of the Services of up to two (2) months.

10.  Miscellaneous Provisions

10.1.               Notices. Notices and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed effective; (a) upon delivery upon the Party to whom it is addressed when delivered in person or by courier; (b) within one (1) working day after sending via email; (c) within three (3) days after the date of posting when delivered by means of registered mail; and (d) within five (5) days after the day of posting via ordinary mail. All notices shall be sent to the addresses or emails, as applicable, indicated below:

10.1.1.  For the Company: Routy Malta Ltd, 53, Mediterranean Building, Level 1, Abate Rigord Street, Ta’ Xbiex XBX1122 Malta, [email protected]

10.1.2.  For the Customer: the information provided by the Customer upon registration in terms of Clause 2.2.1

10.2.               Governing Law and Dispute Resolution. This Agreement shall be governed by the laws of Malta. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof shall be settled before the Courts of Malta in accordance with Maltese Law.

10.3.               Assignment. The Customer may not assign or transfer any of its rights under this Agreement without the prior written consent of the Company whose consent shall not be unreasonably withheld.

10.4.               Independent Contractors. It is agreed that the relationship between the Parties is that of independent contractors, and nothing contained in this Agreement shall be construed or implied to create the relationship of joint ventures, agent and principal, employer and employee, or any relationship other than that of independent contractors. At no time shall either Party make any commitments or incur any charges or expenses for or in the name of the other Party, save and except as set out herein.

10.5.               Waiver. No waiver, forbearance, indulgence or consent by either Party to deviate from the provisions of this Agreement shall operate as a waiver of any subsequent right and no analogy shall be made from any such waiver, forbearance, indulgence or consent to any subsequent event.

10.6.               Severability. To the extent permitted by law, all provisions of this Agreement shall be severable and no provision shall be affected by the invalidity of any other provision.

10.7.               Amendments. The Company may amend this Agreement at any time by posting the revised version and updating the "Last Updated" date. Material changes will be notified at least 14 days in advance by email or in-app notice. Continued use of the Platform after the effective date of an amendment constitutes acceptance of it.

Annex A – Service Level Objectives (SLO)

The Company provides clear, detailed, and specific Service Level Objectives (“SLO”) for its services.

Solution Availability SLO

Solution Availability is defined as Company’s Services being available and operating for the Customer and its clients. The Company will make the solution available on a twenty-four hour, seven days a week (24x7) basis at a rate of 99% (“Solution Uptime”).

Boundaries and Exclusions

Solution Uptime shall not apply to any of the following exceptions and events which may cause a delay in performing the Company’s obligations under this SLO including providing any support:

1. Overall Internet congestion, slowdown, or unavailability;

2. Unavailability of generic internet services (e.g. DNS servers) due to virus or hacker attacks;

3. Force Majeure events as defined in Clause 1.1.8 of this Agreement;

4. Actions or omissions of the Customer (unless undertaken at the express direction of Company) or third parties beyond the control of Company including errors and faults relating to hardware, software and/or communication of the Customer;

5. Unavailability due to the Customer equipment or third-party computer hardware, software, or network infrastructure not within the sole control of Company’s;

6. Scheduled maintenance;

7. Scheduled version updates;

8. Altered, damaged, or modified deliverables of Company’s Services (except for alterations or modifications made by Company);

9. Defects or errors caused by incorrect and/or negligent use of the Customer;

10. Defects caused by failure to implement reasonable recommendations or solutions to defects provided by Company;

11. Products installed in a hardware or operating environment not supported by Company;

12. Third party software not licensed through or supported by Company;

13. Defects or errors caused by any fault or error in the equipment, programs, applications or products used in conjunction with the Services, or otherwise resulting from causes beyond the reasonable control of Company.

Professional Services Availability SLO

Professional Services Availability is defined as the Company’s Professional Services team available for contact over email. Company targets to provide access to the Company’s Professional Services group on working hours (0900 – 1600 (CET)) from Monday to Friday (Professional Services Uptime) with the exception of National and Public Holidays in Malta.

Initial Response Time SLO and Providing Solutions

The Initial Company’s Response Time is defined as the acknowledgment of the receipt of a Customer’s request from the moment a request was sent to Company. Requests shall be sent to

Initial Company’s Response will come as an email to the requester and include the acknowledgement of the Customer’s request. The Initial Company’s Response Time covers both service request and support requests. Company will make its best efforts to provide Initial Response shortly after the successful submission of a customer request.

Upon acknowledging that an email was sent to the Company, the Company shall use its best efforts to remedy any defects within a reasonable period of time.

It is clarified that requests shall be addressed only by email to the address supplied in this Annex, and all requests which are not addressed to the specified email address will not be considered as acknowledged requests.