The following “Terms of Service” governs your use of the software and services provided by Lowcodera Ltd. (and its parents, subsidiaries or related companies) (“Lowcodera”). This is a legal agreement between you and Lowcodera and incorporates the Privacy Policy. By registering your use of the Service (as defined below), you are accepting to be bound to the terms of this Agreement.

1. DEFINITIONS

(a) “Administrator” shall mean a Subscriber (as defined in Section 1(i)) with authority to designate additional Authorized Users and/or Administrators.

(b) “Agreement” shall mean this entire Agreement and incorporates by reference the Privacy Policy and any attached exhibits.

(c) “Authorized User” shall mean an individual subscriber or the partners, members, employees, temporary employees, and independent contractors of an organization with a subscription to the Service who have been added to the account as users.

(d) “Confidential Information” shall mean the Content (as defined in Section 1(e)) and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever, including in writing, orally, machine readable form or through access to either party’s premises.

(e) “Content” shall mean any information you upload or post to the Service and any information provided by you to Lowcodera in connection with the Service, including, without limitation, information about your Authorized Users or Registered Clients, as defined in Section 1(g).

(f) “Originating Subscriber” shall mean the Subscriber who initiated the Services offered by Lowcodera and is assumed by Lowcodera to have the sole authority to administer the subscription.

(g) “Registered Client” means an individual who has been invited to use features of the Service in a limited capacity as a client of an Authorized User.

(h) “Service” shall mean any software, services or websites provided by Lowcodera.

(i) “Subscriber” shall refer to the purchaser of the Services provided by Lowcodera and shall also include any present or former agent, representative, independent contractor, employee, servant, attorney and any entity or person who had authority to act on your behalf.

(j)“Add-Ons” means additional product enhancements (including limit increases, capacity packs, and other add-ons) that are made available for purchase

2. LIMITED LICENSE

2.1 Subscriber is granted a non-exclusive, non-transferable, non-assignable, non-sublicenseable limited license to access and use the Service.

2.2 Authorized Users agree not to reproduce, duplicate, copy, sell, resell or exploit access to the Service, use of the Service, or any portion of the Service.

2.3 Authorized Users agree not to modify, reverse engineer, adapt or otherwise tamper with the Service or modify another website so as to falsely imply that it is associated with the Service, Lowcodera, or any other software or service provided by Lowcodera.

2.4 Authorized Users acknowledge that a security code (the “App Token”) is required to render the Licensed Software operational.

2.5 Subscriber acknowledges that as part of the registration process to the service, their organization’s unique Azure AD identifier (the “tenant ID”) will be collected to ensure that the Licensed software is being used in accordance with the terms of this Agreement.

3. USAGE OF SERVICE

3.1 Access

3.1.1 Subscriber is only permitted to access and use the Service if he/she is an Authorized User. Authorized Users are required to provide their full legal name, a valid email address, and any other information reasonably requested by the Service.

3.1.2 The initial Administrator shall be the Originating Subscriber with authority to administer the subscription and designate additional Authorized Users and/or Administrators.

3.2 Acceptable Use

3.2.1  Authorized Users agree that they will not knowingly use the Service in any manner which may infringe copyright or intellectual property rights or in any manner which is unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or in violation of the terms of this Agreement.

3.2.2 Authorized Users agree that they will not knowingly use the Service to upload, post, host, or transmit unsolicited bulk email “Spam”,  viruses, self-replicating computer programs “Worms” or any code of a destructive or malicious nature.

3.2.3 Authorized Users must not remove or alter any copyright notices on any parts of the service.

3.3 Intellectual Property

3.3.1 Except for the non-exclusive limited license granted pursuant to this Agreement, Subscriber acknowledges and agrees that all ownership, license, intellectual property and other rights and interests in and to the Service shall remain solely with Lowcodera.

3.3.2 All work product produced with the Service are the Authorized User’s intellectual property and they have full rights to use them indefinitely in forms that do not require the use of the service.

3.4 Confidentiality

3.4.1 Each party agrees to treat all Confidential Information as confidential and not to use or disclose such Confidential Information except as necessary to perform its obligations under this Agreement.

3.4.2 Lowcodera and any third-party vendors and hosting partners it utilizes to provide the Service shall hold Content in strict confidence and shall not use or disclose Content except as required to perform their obligations under this Agreement.

3.5  Customer Data

3.5.1 Subscriber grants to Lowcodera a non-exclusive, royalty free right during Subscriber’s use of the Service, to use the Confidential Information for the sole purpose of performing Lowcodera’s obligations under the Agreement in accordance with the terms of the Agreement. Such rights shall include permission for Lowcodera to generate and publish aggregate, anonymized reports on system usage and Content trends.

3.5.2 Lowcodera may, as permitted by this Agreement, use Customer Data in an anonymized manner for machine learning to support certain product features and functionality within the Subscription Service.

3.5.3  Lowcodera encourages Authorized Users to comment on the Service, provide suggestions for improving it, and vote on suggestions they like. Authorized Users agree that all such comments and suggestions will be non-confidential and that Lowcodera own all rights to use and incorporate them into the Service, without payment or attribution to the Authorized User.

4. PRCING, FEES AND PAYMENTS

4.1 Lowcodera makes every effort to ensure that the pricing displayed on its website is correct. However, if an error in the pricing of a product or service is found, Lowcodera reserves the right to either cancel the Subscriber’s order or contact Subscriber to arrange payment of any extra sum due or refund any over-payment made (as applicable).

4.2 Lowcodera reserves the right to alter all product and service pricing without notice.

4.3  Authorized Users may subscribe to additional features/Add-Ons of the Service by placing an additional Order or activating the Add-Ons from the service. This Agreement will apply to all additional Order(s) and all additional Add-Ons that you activate from within the service.

4.4  Payment by credit card. If Subscriber is paying by credit card, Subscriber authorizes Lowcodera to charge their credit card or bank account for all fees payable during the Subscription Term. Subscriber further authorizes Lowcodera to use a third party to process payments, and consent to the disclosure of payment information to such third party.

4.5  Payment against invoice. If Subscriber is paying by invoice, Lowcodera will invoice Subscriber no more than forty-five (45) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within thirty (30) days from the date of the invoice, unless otherwise specified.

4.6 Payment Information. Subscriber will keep their contact information, billing information and credit card information (where applicable) up to date. All fees are due and payable in advance throughout the Subscription Term.

4.7 Full or partial refunds will only be given where the service provided by Lowocdera is found to be defective.

4.8 In the case of a defective service, Lowcodera reserves the right to offer an additional free period of service or issue a partial or full refund at their sole discretion.

4.9  Sales Tax. All fees are exclusive of taxes, which Lowcodera will charge as applicable. Subscriber agrees to pay any taxes applicable to their use of the Subscription Service. Subscriber shall have no liability for any taxes based upon Lowcodera gross revenues or net income.

5. TERM AND TERMINATION

5.1  In the case of a free trial, Lowcodera will make the applicable Service available on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of Subscriber’s paid subscription. Unless the Authorized user purchases a subscription to the applicable Service before the end of the free trial, all data in the Service may be permanently deleted at the end of the trial, and Lowcodera will not recover it. If Lowcodera includes additional terms and conditions on the trial registration web page, those will apply as well.

5.2 Administrators are solely responsible for cancelling subscriptions. An Administrator may cancel their subscription at any time by accessing the Service and visiting the cancellation page as applicable.

5.3 Lowcodera in its sole discretion has the right to suspend or discontinue providing the Service to any Subscriber without notice for actions that are in material violation of this Agreement

5.4 Lowcodera will provide the subscriber with notice of non-payment of any amount due. Unless the full amount has been paid, Lowocdera may suspend access to any or all of the Subscription Services ten (10) days after such notice. Lowcodera will not suspend the Subscription Service while the Subscriber is disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

6.DISCLAIMERS; LIMITATION OF LIABILITY

6.1 Lowcodera warrant that: (i) the Service will be provided in a manner consistent with generally accepted industry standards, and (ii) Lowcodera will not knowingly introduce any viruses or other forms of malicious code into the Service

6.2 EXCEPT AS SET FORTH IN THE ‘PERFORMANCE WARRANTY’ SECTION 6.1, LOWCODERA AND ITS AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE SERVICE, DATA SYNCHED TO OR MADE AVAILABLE FROM THE SERVICE OR LOWCODERA CONTENT. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. LOWCODERA DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICE, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

7. LIMITATION OF LIABILITY

7.1 Under no circumstances shall Lowcodera be liable for any direct, indirect, special, incidental or consequential damages, including, but not limited to, loss of data or profit, arising out of the use of the service, even if Lowcodera or an authorized representative has been advised of the possibility of such damages.

8. INDEMNITY

8.1 Subscriber agrees to indemnify and hold Lowcodera and our subsidiaries, affiliates and partners and their respective officers and employees harmless from any loss, fines, fees, liability or claim made by any third-party arising from your breach of these Terms & Conditions whilst using the Service or any other service provided by Lowcodera.

9. JURISDICTION

9.1 These Terms & Conditions shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts. Where applicable your statutory rights are unaffected.