1. DEFINITIONS

For purposes of this Organization Agreement, the following terms apply:

• "Platform" means the Oxygen Content Fusion software-as-a-service solution operated by Syncro Soft SRL, including all features, functionality, and related services.
• "Organization Workspace" or "Workspace" means the dedicated collaborative environment you create on the Platform where you can invite users to work together on technical documents and content.
• "Authorized User" means any individual authorized by you to access and use your Organization Workspace, including administrators, editors, reviewers, and any other role provided by the Platform.
• "Organization Content" means all documents, data, information, files, and other content uploaded to, created within, or otherwise processed in your Organization Workspace by you or your Authorized Users.
• "Administrator" means an Authorized User with elevated permissions to manage the Organization Workspace, including the ability to invite and remove users, assign roles and permissions, and configure workspace settings.
• "Subscription Plan" means the specific pricing tier and feature set you select for your Organization Workspace, as described on our website or in a separate Order Form.
• "Order Form" means a separate written agreement or online order process that specifies your selected Subscription Plan, number of user seats, pricing, billing terms, and other commercial terms.
• "Service Level Agreement" or "SLA" means the service availability and performance commitments set forth in Appendix A, if applicable to your Subscription Plan.
• "Data Processing Agreement" or "DPA" means the agreement set forth in Appendix B that governs our processing of Personal Data on your behalf in accordance with GDPR and other applicable data protection laws.
• "Personal Data" has the meaning set forth in the General Data Protection Regulation (EU) 2016/679 ("GDPR").
• "Billing Date" means the date on which your Organization Workspace is activated and on which recurring subscription fees are charged.

2. SERVICE PROVISION AND ORGANIZATION WORKSPACE

2.1 Grant of Access Rights

Subject to the terms and conditions of this Agreement and your payment of applicable fees, we grant you a non-exclusive, non-transferable, revocable right to access and use the Platform solely for your internal business purposes during the term of this Agreement.

This right includes the ability to create and maintain an Organization Workspace, invite and manage Authorized Users, configure workspace settings, and use the Platform's document creation, editing, review, and collaboration features in accordance with your Subscription Plan.

2.2 Organization Workspace Provisioning

Upon your acceptance of this Agreement and, if applicable, completion of payment setup, we will provision your Organization Workspace.

1. Your Workspace will be identified by a unique workspace name or subdomain that you specify during setup. You are responsible for ensuring that your chosen workspace identifier does not infringe any third-party trademark rights or violate our Acceptable Use Policy.
2. You agree to provide accurate, current, and complete information about your organization, including organization name, billing contact information, and payment details. You must keep this information up to date throughout the term of this Agreement.
3. You will designate at least one Administrator who will have the authority to manage user access, permissions, and workspace configuration.
4. You acknowledge that creating an Organization Workspace establishes a direct contractual relationship between your organization and us, separate from your individual user account relationship governed by the User Terms.

2.3 Subscription Plans and Features

The features and functionality available in your Organization Workspace depend on the Subscription Plan you select. Our current Subscription Plans and their respective features are described at https://www.oxygenxml.com/content_fusion.html or in your Order Form.

We reserve the right to modify, add, or remove features from Subscription Plans, provided that we will not materially reduce features included in your current plan during a prepaid subscription period without offering you a suitable alternative or adjustment to your fees.

2.4 User Seat Allocation

Your Subscription Plan includes a specified number of Authorized User seats. You may invite up to the maximum number of Authorized Users permitted by your plan. If you need additional user seats, you may purchase them through your account settings, and fees for additional seats will be charged as described in Section 5.

An Authorized User seat is considered "active" when assigned to a specific individual with access to your Workspace. You may reassign user seats (for example, when an employee leaves and is replaced by a new employee), but you may not share user seats among multiple individuals or allow multiple individuals to use the same user account.

2.5 Service Levels and Availability

We will use commercially reasonable efforts to make the Platform available to you and your Authorized Users. The Platform is generally designed to be available 24 hours a day, 7 days a week, except for scheduled maintenance, upgrades, and circumstances beyond our reasonable control.

If your Subscription Plan includes a Service Level Agreement, specific uptime commitments and remedies for service interruptions are set forth in Appendix A. If no SLA applies to your plan, the Platform is provided on an "as is" and "as available" basis with respect to uptime and availability, subject to the general warranties in Section 9 (Warranties).

2.6 Platform Updates and Modifications

We may update, modify, enhance, or change features and functionality of the Platform from time to time at our discretion. We will use reasonable efforts to notify you of material changes that significantly affect functionality you rely on, typically with at least 30 days' advance notice for major changes.

We may also perform scheduled maintenance on the Platform, during which the Platform may be temporarily unavailable. We will attempt to schedule maintenance during off-peak hours (generally defined as 00:00-06:00 UTC) when reasonably possible and will provide advance notice of scheduled maintenance when practicable, typically at least 24 hours in advance.

2.7 Support Services

We will provide technical support services to you in accordance with the support terms applicable to your Subscription Plan. Support terms, including available support channels, support hours, and target response times, are described in Appendix B.

Generally, our support services include assistance with technical issues, guidance on using Platform features, and troubleshooting of problems you encounter. Support does not include custom development, data migration services, or training, unless separately agreed in an Order Form or statement of work.

3. AUTHORIZED USERS AND USER MANAGEMENT

3.1 Your Responsibility for User Management.

You are solely responsible for inviting, managing, configuring permissions for, and removing Authorized Users from your Organization Workspace. This includes:

• Determining which individuals should have access to your Workspace
• Assigning appropriate roles and permissions to each Authorized User
• Promptly removing access for individuals who should no longer have access (such as departed employees or completed contractors)

You may add or remove Authorized Users at any time through the Platform's user management interface.

3.2 Administrator Designation and Responsibilities

1. You must designate at least one individual as an Administrator for your Organization Workspace. You should designate multiple Administrators to ensure continuity of access and management capability if an Administrator is unavailable.
2. You are responsible for ensuring that only trustworthy individuals with appropriate authority within your organization are designated as Administrators. Administrators have elevated privileges, including the ability to invite and remove users, assign and modify user permissions, configure workspace settings, manage billing information, and access administrative reports and logs.
3. You are responsible for ensuring that Administrator contact information is current and that Administrators check their email and Platform notifications regularly. We may communicate important notices and information about your Organization Workspace to your designated Administrators.

3.3 User Authorization and Consent

You represent and warrant that you have obtained all necessary rights, consents, and authorizations required to:

• Invite each Authorized User to access your Organization Workspace
• Process Personal Data of Authorized Users in connection with their use of the Platform
• Monitor and access Authorized User activity within your Workspace as described in Section 4.4

3.4 Compliance with User Terms

Each Authorized User must create an individual user account on the Platform and accept the User Terms before accessing your Organization Workspace.

If an Authorized User violates the User Terms or our Acceptable Use Policy, we may suspend or terminate that user's access to the Platform. In cases of serious or repeated violations, we may suspend or terminate access to your entire Organization Workspace as described in Section 10.4.

You acknowledge that while Authorized Users must accept the User Terms, those terms are between us and the individual user, and you have no right to enforce those terms on our behalf. However, you may enforce your own policies and agreements with your Authorized Users through your separate employment, contractor, or other relationships with them.

3.5 Unauthorized Access

You must immediately notify us if you become aware of any unauthorized access to your Organization Workspace, any security breach involving Authorized User credentials, or any other security incident that may affect the Platform or other customers. You should send such notifications to security@oxygenxml.com

You are responsible for all activities that occur within your Organization Workspace through Authorized User accounts that you have created or approved, unless such activities result from a security breach caused by our failure to implement reasonable security measures.

4. ORGANIZATION CONTENT AND INTELLECTUAL PROPERTY

4.1 Ownership of Organization Content

As between you and us, you retain all right, title, and interest in and to your Organization Content. We claim no ownership rights in Organization Content.

However, by uploading or creating Organization Content within your Workspace, you grant us a limited, worldwide, non-exclusive, royalty-free, license to host, store, process, cache, reproduce, display, transmit, and distribute your Organization Content solely to the extent necessary to provide the Platform services to you and your Authorized Users in accordance with this Agreement.

This license also permits us to make temporary copies of Organization Content for backup, disaster recovery, and service optimization purposes, and to process Organization Content as necessary to provide features such as search, version control, document rendering, and collaborative editing.

4.2 Restrictions on Our Use of Organization Content

We will not use your Organization Content for any purpose other than providing the Platform services to you, except:

• As required by applicable law or legal process (such as compliance with a valid subpoena or court order)
• To prevent or address fraud, security issues, or technical problems

Specifically, and without limiting the generality of the foregoing:

1. We will not use your Organization Content to train machine learning models or artificial intelligence systems.
2. We will not share your Organization Content with third parties except as necessary to provide the Platform services (such as with our cloud hosting provider) or as required by law.
3. We will not mine or extract data from your Organization Content for competitive intelligence, market research, or any other commercial purpose unrelated to providing you with the Platform services.

4.3 Your Responsibilities for Organization Content

You are solely responsible for the accuracy, quality, legality, integrity, and appropriateness of all Organization Content. You represent and warrant that:

1. You have all necessary rights, licenses, consents, and permissions to upload Organization Content to the Platform and to grant us the license described in Section 4.1.
2. Organization Content does not and will not infringe or violate any third-party intellectual property rights, including patents, copyrights, trademarks, trade secrets, or other proprietary rights.
3. Organization Content does not and will not violate any third-party privacy rights, publicity rights, or other personal rights.
4. Organization Content does not and will not violate any applicable laws or regulations, including export control laws, data protection laws, or industry-specific regulations.
5. Organization Content does not and will not contain any viruses, malware, or other malicious code that could damage or disrupt the Platform or other customers' systems.

You agree to defend, indemnify, and hold us harmless from any claims, damages, or expenses arising from your breach of these representations and warranties, as further described in Section 11.

4.4 Content Backup and Data Loss

While we implement backup procedures for disaster recovery purposes, you are responsible for maintaining your own independent backups of Organization Content. We recommend that you regularly export important content and store copies outside the Platform.

We are not responsible for loss of Organization Content except to the extent caused by our gross negligence or willful misconduct, or as expressly provided in the SLA if applicable to your Subscription Plan. Our liability for data loss, if any, is limited as described in Section 9.

You can export Organization Content at any time using the Platform's export features. The specific export formats available depend on your Subscription Plan. We do not guarantee that exported content will be identical in formatting or appearance to how it appears within the Platform.

4.5 Platform Intellectual Property

The Platform and its underlying technology, including all software, algorithms, user interfaces, designs, graphics, compilations, magnetic translations, digital conversions, and other elements of the Platform, are and shall remain our exclusive property and that of our licensors.

This Agreement does not grant you any rights to our intellectual property except the limited right to use the Platform as expressly provided in Section 2.1. Specifically:

1. You may not reverse engineer, decompile, or disassemble the Platform or any component thereof, or attempt to discover or recreate the source code of the Platform.
2. You may not remove, alter, or obscure any copyright notices, trademarks, or other proprietary rights notices displayed on or generated by the Platform.
3. You may not use our trademarks, service marks, trade names, logos, or other brand features without our prior written consent, except as necessary to identify us as the provider of the Platform in your internal documentation.
4. You may not create derivative works based on the Platform or incorporate any portion of the Platform into other software or services.

4.6 Feedback and Suggestions

If you provide us with any suggestions, ideas, enhancement requests, feedback, or recommendations regarding the Platform ("Feedback"), we may use such Feedback without any obligation to you. You hereby grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, sublicensable license to use, reproduce, modify, distribute, and otherwise exploit Feedback for any purpose, including incorporating it into the Platform or other products and services.

This means that if you suggest a new feature or improvement, we are free to implement it and make it available to all customers without compensating you or crediting you for the suggestion. If you have Feedback you wish to keep confidential or proprietary, you should not share it with us.

5. FEES, PAYMENT, AND BILLING

5.1 Subscription Fees

You agree to pay the subscription fees for your Organization Workspace as specified in your selected Subscription Plan or as set forth in an Order Form.

5.2 Billing and Payment

Subscription fees are billed in advance on a recurring basis, according to the applicable subscription term. Your initial billing will occur on the Billing Date (the date you complete Organization Workspace setup and payment configuration), and subsequent billings will occur on each renewal date corresponding to that subscription term (your Billing Date).

You must provide a valid payment method (credit or debit card) and authorize us to charge all fees to that payment method on the applicable Billing Date. If your subscription plan permits wire transfer, payment terms will be specified on the invoice (typically net 30 days).

If payment cannot be processed for any reason (such as card expiration, insufficient funds, or card decline), we will notify you and may suspend access to your Organization Workspace as described in Section 5.7. You are responsible for ensuring that your payment method information is current and that you have sufficient funds or credit available to cover subscription fees.

5.3 Automatic Renewal

Your subscription automatically renews for successive periods of the same duration as your initial term unless you cancel before the renewal date or we terminate this Agreement in accordance with Section 10. You may cancel through your account settings, and cancellation will take effect at the end of your then-current billing period.

You will be charged the then-current subscription fee for your Subscription Plan at each renewal, which may be different from the fee you paid previously if we have changed our pricing in accordance with Section 5.4.

5.4 Fee Changes and Price Increases

We reserve the right to change our subscription fees at any time, upon at least 30 days' written notice to you. Notice may be provided by email to your Administrator(s), by posting a notice in the Platform, or by other reasonable means.

Fee changes will take effect at the start of your next billing period following the notice period (your next term renewal date).

If you do not agree to a fee increase, you may cancel your automatic subscription before the fee increase takes effect. We will not increase fees during a prepaid term except for increases resulting from your addition of Authorized User seats or upgrade to a higher-tier Subscription Plan. If you continue using the Platform after the fee increase takes effect without canceling, you will be deemed to have accepted the new fees.

5.5 Adjustments for User Seat Changes

If you add Authorized User seats during a billing period, you will be charged for the additional seats as follows: Additional seats will be charged immediately on a prorated basis for the remainder of the current subscription term, calculated from the date of addition through the end of that term. Upon renewal, all seats will be charged at the full rate applicable to the subscription term.

5.6 Taxes and Withholding

All fees stated in this Agreement or on our pricing page are exclusive of applicable taxes, duties, withholdings, and levies imposed by any government authority (including but not limited to VAT, sales tax, GST, and withholding tax) (collectively "Taxes"). You are responsible for payment of all Taxes except for taxes based on our net income.

If you fail to pay any fees when due, we may charge interest on the overdue amount at the rate of 1.5% per month (or the maximum rate permitted by law, if lower) from the due date until payment is received in full.

If payment is more than 15 days overdue, we may provide you with notice of the overdue amount and intent to suspend service. If payment is not received within 10 days of such notice (25 days total from original due date), we may suspend your access to the Organization Workspace and the access of all your Authorized Users. During any suspension for non-payment, your Organization Content will remain available to you once payment is received, but you and your Authorized Users will not be able to access or use the Platform.

If payment remains outstanding for more than 60 days from the original due date, we may terminate this Agreement and your Organization Workspace in accordance with Section 10.4(1). Upon such termination, the data retention provisions of Section 10.7 will apply.

5.8 Refunds and Cancellations

Fees paid are non-refundable except as expressly provided in this Section or as required by applicable law.

• Cancellation by You: If you cancel your subscription by providing notice in accordance with Section 10.2, you will not receive a refund for the remaining portion of your then-current billing period. You will retain access to your Organization Workspace through the end of the billing period for which you have paid.
• Termination by Us for Convenience: If we terminate this Agreement for our convenience in accordance with Section 10.3, we will provide you with a prorated refund of any prepaid fees for the unused portion of your subscription term following the termination date.
• Service Credits: If your Subscription Plan includes an SLA and we fail to meet the uptime commitments specified in the SLA, you may be eligible for service credits as described in Appendix A. Service credits are your sole remedy for failure to meet SLA commitments and are credited to your account for use against future invoices, not refunded in cash.
• Mandatory Legal Refunds: In jurisdictions where consumer protection laws or other mandatory laws require refund rights (such as EU cooling-off periods), we will provide refunds as required by applicable law. Such refunds do not waive any other terms of this Agreement.

5.9 Disputed Charges

If you believe that you have been incorrectly charged, you must notify us in writing within 30 days of the date of the invoice or charge you dispute. Your notice must include:

• Your organization name and account identifier
• The specific charge(s) you dispute
• The amount you believe is incorrect
• The reason you believe the charge is incorrect
• Any supporting documentation

We will investigate your dispute promptly and will respond within 15 business days. If we determine that the charge was incorrect, we will credit your account or refund the incorrect amount as appropriate. If we determine that the charge was correct, we will provide you with an explanation.

You remain obligated to pay all undisputed charges by their due date. You may not withhold payment of undisputed charges pending resolution of a dispute over other charges.

6. SERVICE LEVELS AND SUPPORT

6.1 Service Availability

We will use commercially reasonable efforts to make the Platform available to you and your Authorized Users. However, the Platform is subject to occasional downtime for maintenance, updates, and unforeseen technical issues.

If your subscription plan includes a Service Level Agreement (SLA), specific uptime commitments and remedies for service interruptions are set forth in Appendix A or in your Order Form. If no SLA applies to your plan, the Platform is provided on an "as is" and "as available" basis with respect to uptime and availability.

6.2 Support Services

The level of support available to you depends on your subscription plan. Standard support typically includes email-based support during business hours. Higher-tier plans may include priority support, phone support, dedicated account management, or other enhanced support services as specified in your plan details.

Support terms and service level commitments for support response times, if applicable to your plan, are set forth in Appendix B or in your Order Form.

6.3 Updates and Modifications

We may update, modify, enhance, or change features of the Platform from time to time. We will use reasonable efforts to notify you of material changes that significantly impact the functionality available to your Organization Workspace. We may also perform scheduled maintenance, during which the Platform may be temporarily unavailable. We will attempt to schedule maintenance during off-peak hours when reasonably possible and will provide advance notice of scheduled maintenance when practicable.

7. DATA PROTECTION AND PRIVACY

7.1 Data Processing Agreement

The Data Processing Agreement attached as Appendix C is incorporated into and forms an integral part of this Agreement. The DPA sets forth our respective obligations regarding the processing of Personal Data in accordance with GDPR and other applicable data protection laws.

You acknowledge that you have reviewed the DPA and agree to its terms. If you require modifications to the DPA to meet your specific legal or compliance requirements, you must request such modifications before creating your Organization Workspace or accepting this Agreement.

7.2 Security Measures and Certifications

We implement and maintain appropriate technical and organizational security measures designed to protect Organization Content and Personal Data against unauthorized access, accidental loss, destruction, alteration, or disclosure.

We maintain ISO 27001 certification, and audit reports are available upon request to enterprise customers under appropriate confidentiality agreements.

8. CONFIDENTIALITY

8.1 Confidential Information

We acknowledge that Organization Content constitutes your confidential and proprietary information. We will maintain the confidentiality of Organization Content and will not disclose it to third parties except as necessary to provide the Platform services (such as to subprocessors who are bound by confidentiality obligations) or as required by law.

8.2 Required Disclosures

If we are compelled by law, regulation, or court order to disclose Organization Content, we will promptly notify you (unless legally prohibited from doing so) to enable you to seek a protective order or other appropriate remedy. We will disclose only the minimum amount of information necessary to comply with the legal requirement.

8.3 Confidentiality Obligations Upon Termination

Upon termination of this Agreement, we will return or destroy Organization Content in accordance with Section 10.7, subject to any retention obligations imposed by law or our legitimate business needs (such as for billing records or defending legal claims). We will continue to maintain the confidentiality of any Organization Content we retain after termination.

9. WARRANTIES, DISCLAIMERS, AND LIMITATION OF LIABILITY

9.1 Mutual Warranties

Each Party represents and warrants that:

• It has the legal power and authority to enter into this Agreement.
• The execution, delivery, and performance of this Agreement do not and will not violate any applicable law or regulation or conflict with any other agreement to which it is a party.
• It will comply with all applicable laws and regulations in performing its obligations under this Agreement.

9.2 Customer Warranties

You represent and warrant that:

1. Authority: You have the legal authority to create the Organization Workspace, to bind your organization to this Agreement, and to invite Authorized Users on behalf of your organization.
2. Rights to Content: You have obtained all necessary rights, licenses, consents, and authorizations to upload Organization Content to the Platform, to grant the licenses set forth in this Agreement, and to process personal data of Authorized Users through the Platform.
3. No Infringement: Your Organization Content and your use of the Platform will not infringe, misappropriate, or violate any third-party intellectual property rights, privacy rights, publicity rights, contractual rights, or other rights.
4. Lawful Use: You will use the Platform only for lawful purposes and in compliance with all applicable laws and regulations, including but not limited to data protection laws, export control laws, anti-corruption laws, and industry-specific regulations applicable to your business.
5. Authorized Users: You have the authority to invite each Authorized User to the Organization Workspace and have obtained any necessary consents from such users, including consent to process their personal data in connection with their use of the Platform.
6. Accurate Information: All information you provide to us, including organization details, billing information, and contact information, is and will remain accurate, current, and complete.

9.3 Our Warranties

We represent and warrant that:

• Performance: The Platform will perform substantially in accordance with the documentation we make available to you during the Term of this Agreement.
• Compliance: Our provision of the Platform services will comply with applicable laws and regulations.
• No Malicious Code: We will use commercially reasonable efforts to ensure that the Platform does not contain viruses, malware, or other malicious code that we intentionally introduced.
• Data Processing: We will process personal data in Organization Content in accordance with the Data Processing Agreement and applicable data protection laws.

If your subscription plan includes a Service Level Agreement, additional performance warranties and service level commitments are set forth in Appendix A.

9.4 Warranty Remedy

If we breach the warranty in Section 9.3 (Performance), and you notify us of the breach within 30 days of discovering it, we will use commercially reasonable efforts to correct the non-conformity. If we are unable to correct the non-conformity within a reasonable time period (not to exceed 30 days), you may terminate this Agreement and receive a pro-rata refund of prepaid fees for the unused portion of your subscription term. This remedy is your sole and exclusive remedy for breach of the performance warranty.

9.5 Disclaimer of Other Warranties

EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 9, THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WE DO NOT WARRANT THAT:

• The Platform will meet all of your requirements or expectations
• The Platform will be available at all times or will be uninterrupted, timely, secure, or error-free
• The results obtained from use of the Platform will be accurate, complete, or reliable
• The quality of the Platform will meet your expectations
• All errors or defects in the Platform will be corrected

We do not warrant or guarantee the behavior, conduct, or actions of Authorized Users or the accuracy, quality, integrity, or legality of Organization Content uploaded by you or your Authorized Users.

9.6 Limitation of Liability – Excluded Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, business opportunities, or anticipated savings
• Loss of goodwill or reputation
• Loss of data or corruption of data (except as provided in the SLA, if applicable)
• Cost of procurement of substitute goods or services
• Business interruption or loss of use

These exclusions apply regardless of the legal theory on which the claim is based (whether contract, tort, strict liability, or otherwise) and regardless of whether the party has been advised of the possibility of such damages.

9.7 Limitation of Liability – Cap on Damages

EXCEPT FOR THE EXCLUDED CLAIMS LISTED IN SECTION 9.8 BELOW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO PROVIDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

If the liability arises within the first twelve months of this Agreement, the liability cap shall be the total amount paid by Customer during those months (or if no payments have been made, €1,000).

9.8 Exceptions to Limitations of Liability

The limitations and exclusions in Sections 9.6 and 9.7 do not apply to:

• Customer's Payment Obligations: Customer's obligation to pay all fees and charges due under this Agreement is not subject to any limitation.
• Indemnification Obligations: Neither Party's indemnification obligations under Section 11 are subject to the liability limitations in this Section 9.
• Data Breaches Caused by Our Negligence: Our liability for data breaches resulting from our failure to implement appropriate security measures as required by the DPA, to the extent such liability cannot be limited under applicable data protection laws.
• Gross Negligence or Willful Misconduct: Liability arising from a Party's gross negligence, willful misconduct, or intentional breach of this Agreement.
• Violation of Intellectual Property Rights: Liability for infringement or misappropriation of the other Party's intellectual property rights.
• Death or Personal Injury: Liability for death or personal injury caused by a Party's negligence, to the extent such liability cannot be limited under applicable law.
• Fraud or Fraudulent Misrepresentation: Liability arising from fraud or fraudulent misrepresentation.
• Breach of Confidentiality: Liability arising from breach of confidentiality obligations under Section 8, up to a maximum of three times the amount paid by Customer in the twelve months preceding the breach.
• Other Non-Excludable Liability: Any other liability that cannot be limited or excluded under Romanian law, EU law, or other applicable mandatory law.

9.9 Essential Basis of the Bargain

You acknowledge that we have set our prices and entered into this Agreement in reliance upon the disclaimers of warranty and limitations of liability set forth in this Agreement, and that the same form an essential basis of the bargain between the Parties. You agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.

10. TERM, TERMINATION, AND DATA HANDLING

10.1 Term

This Agreement commences on the date you accept it by creating an Organization Workspace and continues until terminated in accordance with this Section 10. Your subscription operates on a recurring basis for the applicable subscription term and automatically renews for successive terms unless terminated as provided herein.

10.2 Termination by You

You may terminate this Agreement at any time by canceling your Organization Workspace through your account settings. Termination will be effective at the end of your then-current billing period. You will continue to have access to the Organization Workspace and all Platform features through the end of the billing period for which you have paid.

We may terminate this Agreement for convenience (i.e., without cause) by providing you with at least 90 days' advance written notice.

10.4. Termination for Cause

Either Party may terminate this Agreement immediately upon written notice to the other Party if:

1. Material Breach: The other Party materially breaches this Agreement and fails to cure such breach within 30 days after receiving written notice specifying the breach in reasonable detail.
2. Insolvency: The other Party: (i) becomes insolvent or admits its inability to pay its debts as they become due; (ii) makes an assignment for the benefit of creditors; (iii) has a receiver, administrator, or similar officer appointed over its business or assets; or (iv) becomes subject to any bankruptcy, insolvency, or similar proceeding.
3. Regulatory or Legal Requirement: Continuation of the Agreement would violate applicable law or a binding order of a governmental authority.

Additionally, we may terminate this Agreement immediately upon written notice if:

• Repeated Breaches: You repeatedly violate the terms of this Agreement, even if individual violations are cured.
• Risk to Platform: Your use of the Platform poses a material security risk to our systems, infrastructure, or other customers.
• Violation of Law: Your use of the Platform violates applicable laws or regulations, infringes third-party intellectual property rights, or causes harm to third parties.
• Non-Payment: Your payment is more than 60 days overdue, despite our efforts to collect payment and our provision of notice and opportunity to cure.

10.5 Suspension of Service

In addition to our termination rights, we may suspend your access to the Organization Workspace and the Platform immediately, without prior notice, if:

• We reasonably believe that immediate suspension is necessary to prevent material harm to our systems, other customers, or third parties.
• We reasonably believe your account has been compromised or is being used fraudulently or in violation of applicable law.
• You fail to pay amounts due within 25 days of the due date, according to section 5.7.
• We are required to suspend access by law, regulation, or court order.
• Your use of the Platform violates our Acceptable Use Policy in a manner that poses immediate risk.

We will notify you promptly after implementing any suspension (except where legally prohibited from doing so) and will explain the reasons for the suspension. We will lift the suspension if you remedy the issue that caused it and pay any applicable reinstatement fees.

Suspension does not relieve you of your obligation to pay fees during the suspension period, except in cases where suspension was due to our breach or error.

10.6 Effect of Termination – Your Obligations

Upon termination or expiration of this Agreement for any reason:

• Immediate Cessation of Access: Your right to access and use the Platform will immediately cease, and you must ensure that all Authorized Users immediately cease accessing and using the Platform.
• Payment of Outstanding Fees: All outstanding fees and charges owed to us become immediately due and payable, including fees for the remainder of the then-current billing period if termination is for your breach.
• Return of Confidential Information: You must promptly return or destroy all of our Confidential Information in your possession or control, except as necessary to exercise your data retrieval rights under Section 10.7 or as required by law.

10.7 Data Retrieval and Deletion Upon Termination

1. 30-Day Retrieval Period: Upon termination of this Agreement for any reason, we will make your Organization Content available to you for download and export for a period of 30 days following the effective date of termination (the "Retrieval Period"). During the Retrieval Period, you will have read-only access to the Organization Workspace sufficient to identify and export your Organization Content. You will not be able to edit, create new content, or invite new users during this period. You are solely responsible for retrieving your Organization Content during the Retrieval Period. We recommend that you maintain your own regular backups of Organization Content and do not rely solely on the 30-day retrieval period.
2. Data Export Tools: We will provide reasonable data export tools and functionality to enable you to download Organization Content. If you require assistance with data export or need data in specific formats, you may request such assistance, and we will provide reasonable cooperation. We may charge reasonable fees for extensive export assistance that requires significant manual effort or custom development.
3. Deletion After Retrieval Period: After the 30-day Retrieval Period expires, we may permanently and irrevocably delete all Organization Content from our systems, including all backups and archives, except as described below. We will not be obligated to retain, provide access to, or recover any Organization Content after the Retrieval Period has expired.
4. Retention for Legal Compliance: Notwithstanding the deletion provisions above, we may retain Organization Content to the extent and for the period required by applicable law, regulation, or legal process, or to the extent necessary to resolve disputes, enforce this Agreement, or comply with our legitimate business needs (such as maintaining billing records or defending against legal claims). We will delete such retained data once the legal, regulatory, or business need for retention no longer exists, unless we are required to retain it for a longer period. Any Organization Content we retain after the Retrieval Period will be retained in accordance with our data retention policies and will continue to be treated as Confidential Information subject to the confidentiality obligations in Section 8.
5. No Obligation to Restore Deleted Content: Once Organization Content has been deleted from our systems (whether at your request, upon expiration of the Retrieval Period, or otherwise), we have no obligation and may have no ability to recover or restore such content. Deletion is permanent and irreversible.

10.8 Effect of Termination – Our Obligations

Upon termination or expiration of this Agreement:

• We will cease providing Platform services to you, except for the limited access necessary for data retrieval during the Retrieval Period.
• We will return or destroy your Confidential Information as described in Section 8.4, except for Organization Content which is governed by Section 10.7 and except as necessary for our legal compliance or legitimate business needs.
• We will cease processing personal data in Organization Content on your behalf, except for the limited processing necessary to provide access during the Retrieval Period or as required by law.

10.9 Effect Of Termination on Authorized Users

Termination of this Organization Agreement does not automatically delete the individual user accounts of your Authorized Users. Those users' accounts remain subject to our User Terms.

However, upon termination, all Authorized Users will immediately lose access to your Organization Workspace and all Organization Content. Authorized Users will not have independent rights to retrieve Organization Content; data retrieval rights belong to you as the organization.

If you wish to ensure that specific Authorized Users no longer have access to the Platform at all, you should remove them from your Organization Workspace.

10.10 Survival

The following provisions survive termination or expiration of this Agreement:

• Section 4.1 and 4.2 (Ownership provisions for Organization Content)
• Section 5 (Payment Terms, to the extent of amounts accrued or owing)
• Section 8 (Confidentiality)
• Section 9 (Warranties, Disclaimers, and Limitation of Liability)
• Section 10.6 through 10.10 (Effect of Termination, Data Retrieval, and Survival)
• Section 11 (Indemnification, for claims arising before or as a result of termination)
• Section 12 (General Provisions)
• Any other provision that by its nature should reasonably survive termination

11. INDEMNIFICATION

11.1 Your Indemnification Obligations

You agree to indemnify, defend, and hold harmless us, our affiliates, and our respective officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Organization Content, including any claim that Organization Content infringes third-party intellectual property rights or violates third-party privacy rights or other rights.
• Your use of the Platform in violation of this Agreement, the Terms of Service, or applicable law.
• Any claim brought by an Authorized User relating to: (i) your invitation of that user to the Organization Workspace; (ii) your processing of that user's personal data; (iii) your management of that user's access rights or permissions; (iv) your termination of that user's access; (v) your employment, contractor, or other relationship with that user; or (vi) actions of that user within the Organization Workspace that you authorized, directed, or should have prevented.
• Your material breach of any representation, warranty, or obligation under this Agreement.
• Any claim arising from your failure to comply with applicable data protection laws in your capacity as data controller, or arising from your instructions to us that violate data protection laws, except to the extent such claim arises from our failure to comply with the Data Processing Agreement.

11.2 Our Indemnification Obligations

We agree to indemnify, defend, and hold harmless you, your affiliates, and your respective officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Any claim that the Platform, when used in accordance with this Agreement, infringes or violates any third-party intellectual property rights.
• Our material breach of our obligations as a data processor under the DPA (Data Processing Agreement), provided that such breach is the result of our failure to comply with our obligations under applicable data protection laws.
• Our gross negligence or willful misconduct in providing the Platform services.

11.3 IP Infringement Remedies

If we receive notice of a claim or reasonably believe that the Platform infringes third-party intellectual property rights, we may, at our option and expense:

• (a) Obtain Rights: Obtain the right for you to continue using the Platform as provided under this Agreement.
• (b) Replace or Modify: Replace or modify the allegedly infringing portion of the Platform to make it non-infringing while providing substantially equivalent functionality.
• Terminate and Refund: If options (a) and (b) are not commercially reasonable, terminate the affected portion of the Platform services and refund to you any prepaid fees for the terminated services for the remainder of the then-current subscription term.

This Section 11.3, together with Section 11.2, states our entire liability and your exclusive remedy for any infringement or misappropriation of third-party intellectual property rights by the Platform.

11.4 Indemnification Procedures

The indemnified party must promptly notify the indemnifying party in writing of any claim for which indemnification is sought. The indemnifying party will have sole control over the defense and settlement of the claim, provided that it may not settle any claim in a manner that admits liability on behalf of the indemnified party, imposes obligations on the indemnified party, or requires payment by the indemnified party without the indemnified party's prior written consent.

The indemnified party will reasonably cooperate with the indemnifying party in the defense of any claim and may participate in the defense at its own expense with counsel of its own choosing.

11.5 Exclusive Remedy

THE INDEMNIFICATION PROVISIONS IN THIS SECTION 11 STATE THE INDEMNIFYING PARTY'S SOLE LIABILITY AND THE INDEMNIFIED PARTY'S EXCLUSIVE REMEDY FOR THIRD-PARTY CLAIMS COVERED BY THESE INDEMNIFICATION PROVISIONS.

12. GENERAL PROVISIONS

12.1 Entire Agreement

This Agreement, together with the Privacy Policy, DPA, and any applicable Order Form or SLA, constitutes the entire agreement between you and us regarding your Organization Workspace and supersedes all prior agreements, understandings, negotiations, and communications, whether written or oral, relating to this subject matter.

No terms or conditions stated in any purchase order, vendor portal terms, or other business form or document that you submit to us will have any effect or be binding on us, even if we acknowledge receipt of such document. Any such additional or different terms are hereby rejected.

12.2 Amendments to This Agreement

We may amend this Organization Agreement from time to time by providing you with at least 30 days' advance written notice of the amendment. Notice will be sent to the email address associated with your Administrator account and may also be posted within the Platform.

Your continued use of the Organization Workspace after the effective date of the amendment constitutes your acceptance of the amended Agreement. If you do not agree to the amendment, you may terminate this Agreement in accordance with Section 10.2 before the amendment takes effect.

12.3 Assignment

You may not assign or transfer this Agreement or any rights or obligations under it without our prior written consent, which we will not unreasonably withhold. Any attempted assignment in violation of this provision is void.

We may assign this Agreement without your consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets, provided that the assignee agrees in writing to assume our obligations under this Agreement.

12.4 Governing Law and Jurisdiction

This Agreement is governed by the laws of Romania, without regard to conflict of laws principles. Any disputes arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of Bucharest, Romania.

12.5 Notices

All notices required or permitted under this Agreement must be in writing and will be deemed given when delivered personally, sent by confirmed email, sent by internationally recognized courier with tracking, or sent by registered or certified mail (return receipt requested) to the addresses set forth in your account information.

Notices to us should be sent to legal@oxygenxml.com with a copy to Syncro Soft SRL, Remus 5A, Craiova, 200082, Romania.

Notices to you will be sent to the email address associated with your Administrator account or, for important legal notices, to the physical address you provide in your organization profile.

12.6 Force Majeure

Neither Party shall be liable for any failure or delay in performance under this Agreement (except for payment obligations) to the extent such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, pandemics, or government actions.

The Party affected by a force majeure event must promptly notify the other Party and use reasonable efforts to minimize the impact of the event.

12.7 Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be replaced with a valid and enforceable provision that most closely reflects the intent of the original provision.

12.8 Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is sought to be enforced. No waiver of any breach shall constitute a waiver of any other breach.

12.9 Independent Contractors

The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, or employment relationship between the Parties.

12.10 No Third-Party Beneficiaries

This Agreement is for the sole benefit of the Parties and their permitted successors and assigns and does not confer any rights upon any third party, except that Provider's affiliates, officers, directors, employees, and agents are intended third-party beneficiaries of Customer's indemnification obligations and disclaimers of warranties.

APPENDICES

1. APPENDIX A - SERVICE LEVEL AGREEMENT (if applicable to your subscription plan)
2. APPENDIX B - SUPPORT TERMS (varies by subscription plan)
3. APPENDIX C - DATA PROCESSING AGREEMENT