Procys Terms of Service

AGREEMENT WITH Customer

This Master Terms and Conditions referenced herein and applicable Statement of Work, order form or other ordering document that references these Master Terms constitute altogether, one legal binding document (collectively the “Agreement”) between the Customer specified in the Statement of Work (“Customer”) and Procys B.V (each as “party” and collectively as “parties”) as Effective (referenced herein as Effective Date”). 

This Agreement along with the Exhibits, Schedules or Annexures, if any, annexed herewith are together referred to as the “Agreement”. 

RECITALS 

WHEREAS, Procys offers document processing solutions, and the Customer  wishes to offer these services  to its End Customers (hereinafter referred as “End Customers”); 

WHEREAS, both parties wish to collaborate for mutual benefit; 

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NOW THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS HEREIN CONTAINED, THE PARTIES AGREE AS FOLLOWS:

DEFINITIONS 

● Customer Data:  any data, information or other material provided, uploaded, or submitted by Customer to the Service in the course of using the Services including any data related to the End Customer.  

● Effective Date: For the purposes of this Agreement, the Effective Date shall mean date of execution of the Agreement. 

● End Customer: The end customers of Customer who are subscribers/purchasers of the  extrable OCR and/or register with the Customer for availing  services through Customer's platform. 

● Intellectual Property Rights: All intellectual property rights (including copyrights, patents,  trade secret, know-how, rights in domain names, and rights in trademarks, trade names, service marks,  and designs, whether registered or unregistered, applications for registration, rights to  apply for registration for any of the same and all other intellectual property rights and  equivalent or similar forms of protection existing anywhere in the world) (“IP Rights”).

 ● Personnel: The number of identifiable unique persons consisting of Customer’s personnel  and consultants who are authorized to access and use the RODUCPT as determined by Customer. 

● Product –Procys proprietary software purchased by Customer for the purpose of Services provided under the statement of work.

● Territory: The geographical area of this Agreement extends worldwide. 

● Standard Invoice Document: A document in PDF, PNG, JPEG, or TIFF formats that include the  word ‘Invoice’ or ‘credit note’, a unique invoice number, a Tax ID (if applicable), seller name,  address, and contact details, buyer name, address, and contact details, Date of delivery of  products or services (if applicable), due date, Description of services or products including  quantity, cost per unit, and total item cost, Total amount charged, including tax information,  payment terms, payment options, purchase order number (if any). 

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1. Consideration 

The Customer  shall pay Procys, for each Standard Invoice Document processed (“Consideration”) plus any applicable taxes as per law. The price paid by the Customer shall be paid in accordance with the fee agreed between the parties outlined under the Statement of Work. 

During the Term of the Agreement, Procys shall be entitled to, after an initial period of 12  months, (a) increase the fees for its Services each year in accordance with the consumer  price index of the previous calendar year as published by Statistics Netherlands and (b)  increase the fees for its Services in the event of any increase in the costs incurred by Procys in  which case Procys will notify any such price increase no later than 60 days before the date on  which the change becomes effective, and (c) to increase fees at the start of each renewal of  the Agreement or Service upon fourteen days’ prior notice to Customer. Such an increase in fee shall be communicated by email and shall form a part and parcel of the Consideration under this Agreement.  In case such an increase in fee is not acceptable, the Customer may invoke the right to terminate the Agreement from the date the increase in fee became effective. 

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2. Fees, Taxes and Additional Charges 

2.1 Fees.  The Customer shall pay to Procys the fees as set forth in each applicable Order(s) (collectively, the "Fees").  Customer acknowledges that it shall have no right to return the Services and that all Fees shall be non-refundable. If Procys is required to initiate legal action due to nonpayment of fees, Customer shall bear all costs resulting from the collection of such fees.

2.2 Taxes: If Procys has the legal obligation (under applicable law) to pay or collect taxes for which the Customer is responsible, including but not limited to, sales, use, transfer, privilege, excise, and all other taxes and duties that are levied or imposed by reason of performance of the Services by Procys under this Agreement, the appropriate amount shall be invoiced to and paid by the Customer, unless Customer provides Procys with a valid tax exemption certificate authorized by the appropriate taxing authority. All amounts payable to Procys under this Agreement shall be without set-off and without deduction of any taxes, levies, imposts, charges, withholdings and/or duties of any nature which may be levied or imposed, including without limitation, value added tax, customs duty and withholding tax.

2.3 In the event of any additional and/or change of scope of Services an additional charge/fee shall apply, The Parties shall agree to additional Scope and related charges in accordance with a change order in writing (email to suffice).  Timely payment of fee shall form the essence of this Agreement and any non-payment shall constitute material breach.

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3. Data Handling

Documents will be stored for 7 years of termination and/or expiry of the Agreement.Post expiry of such data storage period Procys shall be free to delete the data and Procys shall not be held liable for such deletion and the Customer shall not make any claims to the contrary. 

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4. Setup Fee

A setup fee of 45 EUR will be charged for SSL certificate deployment.

5. Terms of Service

Both parties agree to adhere to Procys' terms of service, which can be found at Procys Terms of Service (https://procys.com/terms-of-service/) shall apply mutatis mutandis to the Agreement along with any amendments made from time to time. 

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6. Confidentiality 

Confidential information refers to any data or information relating to the business of either  Party, which would reasonably be considered to be proprietary to the associated Party, but  not limited to, source code of the Product, accounting records, business processes, and  records, and that is not generally known in the industry of either Party and where the release  of that Confidential Information could reasonably be expected to cause harm to either Party.  

Both Parties warrant that they will not disclose, divulge, reveal, report or use, for any purpose,  any confidential Information which they have obtained, except as authorized by the other  Party or as required by law. The obligations of confidentiality will apply during the Term of this  Agreement and will survive indefinitely after expiry or termination of this Agreement. 

Furthermore, each Party will protect the other’s information that is identified as confidential or  that reasonably should be considered confidential and use this information only to fulfill its  obligations under this Agreement. The existence of this Agreement and its content are  deemed confidential information of both Parties.

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7. Representations and Warranties

Both Parties represent and warrant that: they have the full right, power, and authority to enter into  this Agreement and perform their respective obligations hereunder. That they will not use the  partnership or license for any purpose that violates any law and shall comply with all laws as  necessary to fulfill obligations under this Agreement. 

Procys represents that to the best of its knowledge, the Product controlled and operated by it  does not infringe any third-party intellectual property (ii) that during the Term and Territory, the  Product will perform and function substantially in accordance with the terms of this Agreement  and in case of any error, defects, bugs or viruses in the Product, Procys shall rectify the same as  expeditiously as possible. The foregoing warranty shall not apply to performance issues of the  Product (a) caused by factors outside of Procys’s reasonable control wherein Procys’s provision  of Services are dependent on third parties; (b) that result from any improper actions or inactions  of Customer or End Customer and/or (c) that result from Customer’s  data structure, operating  environment or equipment. Services may be temporarily unavailable for scheduled maintenance  or for unscheduled emergency maintenance, either by Procys or by third-party providers, but  Procys shall use reasonable efforts to provide advance notice in writing or by e-mail of any  scheduled maintenance or service disruption. 

EXCEPT FOR THE EXPRESS, LIMITED WARRANTY PROVIDED IN THIS SECTION 9, PROCYS’S MAKES NO  WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE Product, THE  SOFTWARE OR ANY OTHER ACCOMPANYING MATERIAL PROVIDED HEREUNDER. PROCYS SPECIFICALLY  DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE  IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, RESULTS THAT MAY  BE OBTAINED FROM USE OF THE Product AND ITS SERVICES, AND OF UNINTERRUPTED OR ERROR-FREE  SERVICE, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY  LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND IN ANY SO, THE Product IS PROVIDED ON AN “AS  IS”, “AS AVAILABLE” BASIS. 

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8. Intellectual Property Rights

8.1 Ownership: Procys retains all right, title, and interest whether pre-existing or otherwise, in and to the Services, and the Product and any software, products, works or other intellectual property created, used, provided or made available by Procys under or in connection with the Services under this Agreement. Additionally,Procys owns the "Service Software" i.e., embedded in the Services. For the purposes of this Agreement, "Service Software" is defined as the any Procys or third-party software code, computer program, documentations, new versions, updates, enhancements, upgrades, revisions, improvements and modifications of the foregoing that Procys has embedded into the Services and is proprietary to Procys and Procys provides to the Customer under this Agreement. Customer acknowledges and understands that Procys owns all Service Software and all rights related thereto. Subject to the terms and conditions of this Agreement, including but not limited to receipt of all applicable Fees, to the extent Procys makes Service Software available to the Customer, Procys hereby grants to the Customer, and Customer hereby accepts from Procys, a limited, non-exclusive, non-transferable, non-assignable license to: run such Service Software solely as necessary to make use of the Services. 

8.2 Restrictions. Customer agrees that, it shall not: (a) exceed the scope of the licenses granted in Section 8.1; (b) make copies of the Service Software; (c) distribute, sublicense, assign, delegate, rent, lease, sell, time-share or otherwise transfer the benefits of, use under, or rights to, the license granted under this Agreement  (d) reverse engineer, decompile, disassemble or otherwise attempt to learn the source code, structure or algorithms underlying the software, except to the extent required to be permitted under applicable law; (e) modify, translate or create derivative works of the Service Software; (f) remove any copyright, trademark, patent or other proprietary notice that appears on the Service Software or copies thereof; or (g) combine or distribute any of the Service Software with any third party software that is licensed under terms that seek to require that any of the software (or any associated intellectual property rights) be provided in source code form (e.g., as "open source"), licensed to others to allow the creation or distribution of derivative works, or distributed without charge.

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9. Privacy and Data Protection

9.1 Procys Privacy Policy. Procy's current Privacy Policy is available at https://procys.com/help-center-article/privacy-policy (the "Privacy Policy"), which is incorporated herein by reference shall apply mutatis mutandis to the Agreement along with any amendments made from time to time. Please review the Privacy Policy to learn about Procys's information collection, usage and disclosure practices with respect to information collected by Procys through the Services.

9.2 Customer Data. Customer Data is, or shall be, and shall remain the property of the Customer. Customer, not Procys, shall have sole responsibility for the accuracy, quality, integrity, legality, readability, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data and End Customer Data. Customer hereby grants Procys a non-exclusive, non-transferable, non-sub-licensable, worldwide, royalty-free license to use, collect, transfer and process the Customer Data including End Customer Data for the sole purpose of providing the Services to the Customer under the terms of the applicable Order and this Agreement. Customers shall be responsible for securing consent from End Customers as per applicable  law in order to use their data. 

9.3 Derived Data. Customer further understands and acknowledges that Procys may generate "Derived Data," (as defined below) from the Customer Data. For the purposes of this Agreement, "Derived Data" means data submitted to, collected by, or generated by Procys from the Customer Data in connection with Customer's use of the Services. Customer hereby agrees and understands that Procys may freely use Derived Data for its internal business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Procy's products and services).

9.4 Customer Responsibility; Customer is solely responsible for Customer Data including, but not limited to: (a) compliance with all applicable laws and this Agreement; (b) any claims relating to Customer Data; (c) any claims that Customer Data infringes, misappropriates, or otherwise violates the rights of any third party; and (d) backing up and maintaining Customer Data.

9.5 GDPR Reference. If Procys processes Customer's "Personal Data," under this Agreement and such Personal Data is subject to the EU General Data Protection Regulation (the "GDPR"), the Customer may require Procys to enter into a Data Processing Agreement ("DPA") with it. Under such a DPA, Procys shall be the data "Processor" and the Customer shall be the data "Controller." Please note that the processing of Personal Data pursuant to this Agreements shall be subject to the Procys's DPA. All capitalized terms not defined herein i.e., under this Section 12.5 shall have the same meaning as ascribed to them under Article 4 of GDPR.

9.6 Procys's Responsibility; Customer Data. Procys shall use commercially reasonable efforts to maintain the security and integrity of the Services and all Customer Data controlled by Procys. Procys is not responsible for unauthorized access to Customer Data or the unauthorized use of the Services unless such access is directly due to Procys’s gross negligence or willful misconduct.  Customer is responsible for the use of the Services by any person to whom Customer has given access to the Services including all Personnel, even if Customer did not authorize such use. Procys reserves the right to retain Customer Data for up to thirty (30) days following the termination or expiration of the corresponding Order.  Thereafter, Customer agrees and acknowledges that Customer Data may be irretrievably deleted.

10. Obligations of Customer and Restrictions

Customer shall not permit anyone to republish, issue copies, distribute, communicate to the public the  Product and/or reverse engineer, decompile, disassemble, or otherwise attempt to derive the source  code of the Product used to provide the Services or access the Product or Services or use any  Confidential Information in order to build a similar product or competitive product or remove any  proprietary notices or labels. Subject to the limited licenses granted herein, Procys shall own all right, title  and interest in and to the Product,, Services, its Confidential Information, and other deliverables provided  under this Agreement, including all modifications, improvements, upgrades, derivative works and  Intellectual Property Rights therein. 

The Customer  shall provide all the required information and assistance to Procys to enable Procys to deliver the  Services. Customer  acknowledges that Procys’s ability to deliver the Services in the manner provided in this  Agreement may depend upon the accuracy and timeliness of such information and assistance.  Accordingly, Procys shall not be liable for any delay in provision of Services, provided that such delay is a  consequence of act and/or omission ofCustomer.  

The Customer shall comply with all applicable local, state, national and laws in connection with its use of the  Product, including those laws related to data privacy, international communications, and the  transmission of technical or personal data. The Customer shall not upload, post, reproduce or distribute any  information, software or other material protected by copyright, privacy rights, or any other Intellectual  Property Right without first obtaining the permission of the owner of such rights. 

Customer hereby agrees only to share personally identifiable information (“PII”) with Procys when there is a  lawful basis in accordance with the requirements detailed under applicable laws. Customer hereby agrees  to comply with all applicable laws and any other rules made thereunder while using and sharing any PII. 

The Customer shall notify Procys immediately of any unauthorized use of any password or user id or any other  known or suspected breach of security and provide reasonable assistance to stop any unauthorized use of  the Product.  

The Customer shall be solely responsible for the acts and omissions of its Personnel. Procys shall not be liable for  any loss of data or functionality caused directly or indirectly by the Personnel.  

Customers shall be responsible for obtaining and maintaining any equipment and ancillary services needed  to connect to, access or otherwise use the Product including, without limitation, modems, hardware,  servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). 

Customers shall also be responsible for maintaining the security of the Equipment, End Customer  account, passwords (including but not limited to administrative and user passwords) and files. 

In the event that Customer  wishes to terminate this Agreement prior to the completion of one (1)  year from the Effective Date, Customer agrees that all End Customers currently utilizing Procys's  services under the Customer brand will be directly transferred to Procys. Furthermore, it is agreed  that all existing contracts with such End Customers will be renegotiated and duly executed under the  Procys name, ensuring a seamless transition for the End Customers and maintaining continuity of  service. Customers shall provide all necessary support and documentation to facilitate this transfer  and shall cooperate fully with Procys to ensure an orderly and efficient transition of services and  contractual relationships. This clause is designed to protect the interests of the End Customers and  ensure they continue to receive uninterrupted Services, while also safeguarding the business  interests of Procys in the event of an early termination by Customer. 

11. Rights 

Subject to the terms and conditions of this Agreement, Procys grants to Customer a non-exclusive,  non-transferable, revocable (subject to appropriate written notice been given as per the  termination clause below) and sublicensable license for the Term and Territory on Original  Equipment Manufacturer (OEM) basis to sell and/or distribute the Product to End Customers. It  is hereby clarified that the license granted under this Agreement is for the Product and does  not include licenses for any upgrades or new versions of the Product(“Upgrades”) that may be  developed by the Procys unless specifically agreed to and subject to payment of as additional  consideration as may be agreed to in writing between the Parties. 

Procys hereby grants Customer a royalty-free, non-exclusive, non-transferable, non-sublicensable,  license during the Term and Territory to use Procys’s trade marks for the purpose of indicating  the availability of the Product.  

All rights to the Product which are not licensed to Customer are reserved by Procys 

12. Limitations of Liability

12.1 Exclusion of Incidental and Consequential Damages.  IN NO EVENT WILL EITHER PARTY OR ANY OF ITS AFFILIATES, EMPLOYEES, DIRECTORS, OFFICERS, LICENSORS, SERVICE PROVIDERS OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY LOST DATA, LOST PROFITS, BUSINESS INTERRUPTION, REPLACEMENT SERVICE OR OTHER SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR INDIRECT DAMAGES.

12.2 Cap on Monetary Liability. PROCYS AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS ARISING UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.

13. Indemnification 

13.1 Indemnification by Customer.  Customer will defend, indemnify, and hold Procys, its affiliates, suppliers and licensors harmless and each of their respective officers, directors, employees and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third party claim with respect to: (a) Customer Data; (b) breach of this Agreement or violation of applicable law by Customer; or (c) alleged infringement or misappropriation of third-party's intellectual property rights resulting from Customer Data or caused and contributed by the Customer.

13.2 Indemnification by Procys.  Procys will defend, indemnify, and hold Customer harmless from and against any third party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from claims by a thirty party that Customer's use of the Service directly infringes or misappropriates a third party's United States (or Berne Convention signatory country) intellectual property rights (an "Infringement Claim"). Notwithstanding any other provision in this Agreement, Procys shall have no obligation to indemnify or reimburse Customer with respect to any Infringement Claim to the extent arising from: (a) the combination of any Customer Data with the Service; (b) the combination of any products or services, other than those provided by Procys to Customer under this Agreement, with the Service; or (c) non-discretionary designs or specifications provided to Procys by Customer that caused such Infringement Claim.  Customer agrees to reimburse Procys for any and all damages, losses, costs and expenses incurred as a result of any of the foregoing actions.

13.3 Notice of Claim and Indemnity Procedure. In the event of a claim for which a party seeks indemnity or reimbursement under this Section 13 (each an "Indemnified Party") and as conditions of the indemnity, the Indemnified Party shall: (a) notify the indemnifying party in writing as soon as practicable, but in no event later than thirty (30) days after receipt of such claim, together with such further information as is necessary for the indemnifying party to evaluate such claim; and (b) the Indemnified Party allows the indemnifying party to assume full control of the defense of the claim, including retaining counsel of its own choosing.  Upon the assumption by the indemnifying party of the defense of a claim with counsel of its choosing, the indemnifying party will not be liable for the fees and expenses of additional counsel retained by any Indemnified Party.  The Indemnified Party shall cooperate with the indemnifying party in the defense of any such claim.  Notwithstanding the foregoing provisions, the indemnifying party shall have no obligation to indemnify or reimburse for any losses, damages, costs, disbursements, expenses, settlement liability of a claim or other sums paid by any Indemnified Party voluntarily, and without the indemnifying party's prior written consent, to settle a claim.  Subject to the maximum liability set forth in Section 12, the provisions of this Section 13 constitute the entire understanding of the parties regarding each party's respective liability under this Section 13, including but not limited to Infringement Claims (including related claims for breach of warranty) and each party's sole obligation to indemnify and reimburse any Indemnified Party.

14. Term and Termination 

14.1 Term: The term of this Agreement shall commence on the "Effective Date" and unless terminated earlier according to this Section 16, will end on the last day of the term specified in a last Order (the "Term"). Effective Date is defined as the date the Customer enters into this Agreement, signs an Order, and/or starts using our Services under the trial. Each Order will renew automatically at the end of the applicable term unless either party provides to the other advance written notice with respect to non-renewal prior to the end of the then current term.

14.2 This Agreement may be terminated by either Party upon delivery of written notice of termination  to the other Party, as follows: 

14.2.1. if the other Party fails to perform or observe any material term or condition in this  Agreement and fails to cure such breach within sixty (60) days after receipt of written notice of  such breach from the non-breaching Party; or 

14.2.2  if the other Party (i) makes a general assignment for the benefit of creditors, (ii) admits in  writing its inability to pay debts as they come due, (iii) voluntarily files a petition or similar  document initiating any bankruptcy or reorganization proceeding, or (iv) involuntarily becomes  the subject of a petition in bankruptcy or reorganization proceeding and such proceeding has  not been dismissed or stayed within sixty (60) days after such filing. 

14.3 Upon termination of this Agreement (i)Customer shall cease using the Product and Services (ii) Customer agrees that all End Customers currently utilizing Procys's  services under the Customer brand will be directly transferred to Procys. Furthermore, it is agreed  that all existing contracts with such End Customers will be renegotiated and duly executed under the  Procys name, ensuring a seamless transition for the End Customers and maintaining continuity of  service. Customer shall provide all necessary support and documentation to facilitate this transfer  and shall cooperate fully with Procys to ensure an orderly and efficient transition of services and  contractual relationships (iii) the Customer shall pay all balance fee which is payable to Procys till the date of termination within 15(fifteen) days of termination of the Agreement. 

15. Maintenance and Support

If the Customer has purchased maintenance or support services  that are applicable to Customer’s licensed software (“Support Services”) than Procys may provide the Support Services as described in the following terms and conditions (which are incorporated by way of reference)https://procys.com/help-center-article/service-level-agreement-sla

16. Communications and Notifications

Each Party acknowledges that communications between the Parties will  use electronic  means. Each Party hereby consents to receive communications from the other in an electronic  form, each of whom holds the right to represent the Party. Without prejudice to anything to the  contrary provided for in this Agreement, any communication to be made in relation to or in  connection with this Agreement shall be to the addresses set forth below: 

- For Procys: [email protected] Sales Department and;

 [email protected] Director, Hicham El  Hafed. 

17. Entire Agreement 

This Agreement along with all Annexures represents the final and complete agreement of the Parties and supersedes all prior arrangements and understandings whether written or oral appertaining to the subject matter of this Agreement. Any further modifications to the  Agreement  must be made in writing and signed by both Parties.  

18. Waivers 

No waiver of any provision of this Agreement may be affected by custom or practice or by any  means other than an instrument signed on behalf of the Party to be charged with such waiver.  One or more waivers of any covenant, term or condition of this Agreement by either Party shall  not be construed as a waiver of a subsequent breach of the same or any other covenant, term or condition.  

19. Partnership of Joint Ventures

Nothing herein contained shall constitute a partnership between or joint venture by the Parties  hereto or constitute any party the agent of the other or create and employer-employee  relationship. No party shall hold itself out contrary to the terms of this Section and no Party shall  become liable by any representation, act, or omission of the other contrary to the provisions  hereof. This Agreement is not for the benefit of any third party and shall not be deemed to give  any right or remedy to any such party whether referred to herein or not. 

20.  Force Majeure

Neither Party shall be responsible for failure or delay in performance by events out of their reasonable control, including but not limited to, acts of God, Internet outage, terrorism, war, fires, earthquakes, epidemics, lockouts and other disasters (each a "Force Majeure").  Notwithstanding the foregoing: (i) Customer shall be liable for payment obligations for Service rendered; and (ii) if a Force Majeure continues for more than thirty (30) days, either Party may terminate this agreement by written notice to the other Party.

21. Assignment  

Neither Party may transfer and assign its rights and obligations under this Agreement without the prior written consent of the other Party.  Notwithstanding the foregoing, Procys may transfer and assign its rights under this Agreement without consent from the other Party in connection with a change in control, acquisition or sale of all or substantially all of its assets.

22. Compliance with Laws 

The Customer shall comply with all applicable laws and regulations in its use of any Service, including without limitation the unlawful gathering or collecting, or assisting in the gathering or collecting of information in violation of any privacy laws or regulations. Customer shall, at its own expense, defend, indemnify and hold harmless Procys from and against any and all claims, losses, liabilities, damages, judgments, government or federal sanctions, costs and expenses (including attorneys' fees) incurred by Procys arising from any claim or assertion by any third party of violation of privacy laws or regulations by Customer or any of its agents, officers, directors or employees.

23. Governing Law and Jurisdiction 

 This Agreement for all purposes shall be governed by Dutch law and the courts located at Netherlands shall have exclusive jurisdiction in relation to all disputes or matters arising in relation to the present Agreement.