TERMS OF USE AND LICENSING
This agreement („Agreement”) is concluded by and between: 

Footprints for Retail SRL, a Romanian legal entity, having its headquarters in Bucharest, 19 Nicolae G Caramfil Street, Second Floor, Room 6, District 1, registered with the Romanian Trade Registry under no. J40/17113/2017, Sole Identification Number 38324578 (hereinafter “Contractor” or “Footprints for Retail”) duly represented by the administrator The Digital Voyager SRL, by Daniel Mărculescu, in his capacity as duly authorised representative of the administrator.
and
You,  hereinafter referred to as “Client”
The Contractor and the Client shall hereinafter jointly be referred to as the “Parties” and individually as the “Party”.
WHEREAS
A.	Footprints for Retail is the developer and owner of the Software and of all the intellectual property rights related to the Software, which may be provided to the clients as a SaaS Application or by installing several components on the clients’ Infrastructure;
B.	Footprints for Retail intends to market the Software on a subscription basis, and the Client, acting in various sectors, intends to acquire a subscription and all necessary licenses (if the case), in order to use the Software for its own business purposes and in accordance with the provisions of this Agreement. 
1.	DEFINITIONS
“Affiliate” means any entity or person which controls, or is controlled by, or which is controlled by an entity or person which controls, one entity, with "control" in this context meaning the ownership directly or indirectly of fifty percent (50%) or more of the participation titles or voting rights in an entity or the ability to direct the management or policies of an entity through ownership of voting shares or other securities;
“Agreement” means this Terms of use and licensing agreement, and includes the annexes, as well as any further amendments agreed and signed by the Parties;
“Business Day” means Monday to Friday, except for legal holidays in Romania, between 9:00 AM and 6:00 PM Eastern European Time (EET);
“Change of Control” means any change in the control or identity of a Party, be it direct or indirect, including without limitation, by sale of all or a substantial portion of the assets of such Party, merger, material change in control and management of such Party or otherwise;
“Confidential Information” means all information, in whatever form, that is not generally available to third parties or the public, including without limitation, all research, data, specifications, technical information, devices, concepts, compilations, programs, designs, tooling, plans, drawings, prototypes, models, documents, recordings, instructions, manuals, papers, business practices and strategies, financial information, business plans, know-how, inventions (whether patentable or not), techniques, processes, methods of doing business, software, personnel data, contracts, purchase requirements, forecasts and market strategies, data on equipment sold and serviced, plans production processes, product specifications and formulas, methods, technical and product bulletins, surveys, research and development programs, sales reports, or other materials, of any nature or embodiment whatsoever written or otherwise, relating to this Agreement, as well as the existence of this Agreement and its terms and conditions;
“Fault” means any incident occurred with respect to the Software, categorized by gravity, in descending order, as follows: (i) critical – severe disturbance that impacts the use of Software. The situation halts the business operations and no procedural workaround exists (e.g. total fail of a system, partial fail of a system resulting in failure to Client’s services, loss of data from the system); (ii) major –an incident where the Software is functioning but its use is severely reduced. The situation is causing a high impact to portions of the business operations of the Client and no procedural workaround exists (e.g. important part of the system out of order); (iii) medium – an incident that involves partial, non-critical loss of Software’s functionality. There is a medium-to-low impact on the business of Client, but the business continues to function, including by using a procedural workaround (e.g. small part of the system out of order) and (iv) minor – a general operation issue, question, reporting of a documentation error or recommendation for a future product enhancement or modification. There is low-to-no impact on the business of Client or the performance of functionality of the Software.
“GDPR” means Regulation (EU) 2016/679 of the European Parliament and of The Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data;
“Infrastructure” means collectively all software and hardware requirements (e.g. physical server, web server, virtual machines etc.) which are necessary for installation and optimal operation of the Software; the Infrastructure can be ensured by the Contractor together with the Software as a complete fully functioning solution or can be owned by the Client;
“Installation Services” means any installation and setup operations necessary for making the Software ready for use by the Client and to be effectively used, as described in the Product Setup Workflows included in Annexes and in any further instructions and guidelines provided by the Contractor. 
“Intellectual Property Rights” means any registered and unregistered rights in inventions, patents, patent applications, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how, and other trade secrets rights, and all other proprietary rights, derivatives thereof, and all forms of protection of a similar nature under any applicable law, anywhere in the world; 
“Purchase Order” means the purchase order provided to the Client and which may be placed any time during the Term of the Agreement for the purpose of ordering the individual Software Modules which will included in the subscription, as well as to determine the duration, terms and the payment conditions for each individual module, if the case. Any subscriptions purchased by the Client may be amended or supplemented with new Software Modules by signing additional Purchase Orders, which will become an integral part of this Agreement.
“Recipient” means the Party to which Confidential Information is disclosed;
"License" means the right granted by the Contractor to the Client as detailed in Article 3 of this Agreement.
“Representatives” means collectively any employees, officers, agents, and representatives, group companies, including subsidiaries and affiliates of a Party;
“SLA” means the Service Level Agreement and response times, as described in Article  12;

“Software” means collectively the Footprints for Retail software suite, a software solution developed by the Contractor, consisting of individual modules (hereinafter referred to individually as “Software Module”), as described in the Annexes, including any other modules, custom libraries, embedded applications and other customizations and/or updates in the source code, irrespective of the mode of deployment, whether it is installed on premise or provided as a cloud software application (Software as a Service - SaaS). The features, functionality and technical specifications of each individual module included in the Software are described in the Software Documentation included in Annexes to this Agreement; 
“SaaS Application” – Software as a Service is a model for the distribution of a software application where the Client gets access to the software over the Internet via a standard web browser. Compared to software application that require the Client to install it on a specific device, SaaS requires no hardware to be installed by the Client, updates are applied automatically without the Client intervention and the service is purchased on a subscription basis. 
“Software Framework” means any and all applications (other than the Software) and/or other software components owned by the Contractor (such as an application server, Wi-Fi access points data application etc.), which are necessary for running the Software or are related to the Software and which are installed on the Client’s Infrastructure.
“Software Documentation” means any information, whether in printed form or otherwise, including, without limitation, any requirements manual, technical manual, user manual, instruction manual or any other such information related to the Software, included in Annexes to this Agreement; 
2.	PURPOSE OF THE AGREEMENT. USE OF THE SOFTWARE
2.1.	The purpose of the Agreement is for the Contractor to provide with the right and licenses to use the Software, the Software Framework and the Software Documentation as described in this Agreement and in the Annexes which are an integral part of the Agreement.
2.2.	In the cases where, in accordance with the Purchase Order and/or the Software Documentation included in Annexes, the Software or a part of the Software is provided to the client as a SaaS Application, the Contractor hereby grants to the Client a limited, non-exclusive permission, to use the Software for the term of the Agreement. To avoid any doubts, unless otherwise specified in this Agreement, no provision herein shall be construed to entail any transfer or license of any Intellectual Property Rights of the Contractor with respect of the Software. 
2.3.	Access to the Software and any associated feature is granted to the Client in accordance with the commercial specifications agreed upon in  this Agreement, including but not limited to the description of the Software and services, fees and delivery conditions, Purchase Order, the Software Documentation and SLA. Such commercial specifications may include, without limitation, number of installed sensors, number of users and persons designated, geography and other such specifications. 
2.4.	Unless otherwise specified in this Agreement, access to the Software shall be granted on a subscription basis for a specific number of individual users, which shall be designated in the Purchase Order. To avoid any doubt, any user-based subscriptions are limited only to the users designated in the Purchase Order only and cannot be shared or used by more than one individual. However, at the request of the Client, users may be reassigned to new individuals, provided that the number of individual users remains unchanged.
2.5.	Except for the situation provided in Article 3, the Contractor undertakes to ensure the adequate Infrastructure necessary to run the Software, shall manage the Infrastructure and shall ensure that the Client is provided with fully functional access to the Software. Any customer support obligations of the Contractor are further provided and described in the SLA. In this respect, any maintenance and support services which would require access to and/or use, in any manner, of the Contractor’s Intellectual Property Rights shall be performed exclusively by the Contractor. 
2.6.	The Client undertakes to use the Software only in accordance with the applicable laws and regulations and with the limitations provided in the present Agreement, specifically the usage limitations provided in Article 4 of this Agreement. 
2.7.	For the avoidance of doubt, except for the cases mentioned in Article 6, paragraphs 6.1 and 6.2, the Client is solely responsible for the installation and other setup operations required for the use of the Software. At the request of the Client, the Contractor may provide additional services, in accordance with the provisions of Article 6. 

3.	LICENSING
3.1.	In the event that the certain Software Modules are installed on premise on the Infrastructure provided and/or owned by the Client, the Contractor grants the Client a limited, non-exclusive license to use a local copy of the respective Software Modules, within the limits established within this Agreement, as well as a limited, non-exclusive license to use a local copy of the Software Framework and any Software Documentation up to the extent strictly necessary to ensure an adequate Infrastructure for the optimal operation of the Software. 
3.2.	In the situation provided in Article 3.1, the Client is solely responsible for the establishment of an adequately dimensioned hardware and software environment, as well as for obtaining any other necessary licenses in order to meet the minimum Software requirements, as described in the Software Documentation. Furthermore, the Client remains solely responsible for managing its Infrastructure. Any additional customer support obligations of the Contractor are provided in the SLA. 
3.3.	The Client may not copy, distribute, modify, sell, lease, engineer, reverse engineer, decompile or disassemble the Software, the Software Framework or any portion thereof, except to the extent permitted by the applicable law or with the Contractor’s prior written approval. 
3.4.	Pursuant to the Client’s obligations provided by Article 3.2, the Contractor shall not be liable to the Client for its failure to implement the minimum hardware and software requirements, nor for any incompatibilities between its systems and the Software. 
4.	USAGE LIMITATIONS
4.1.	The Client undertakes to follow the Software Documentation, as provided in Annexes, as well as any guidelines or policies associated with the Software. In this respect, the Client shall not misuse or interfere with the Software or try to access the Software using a method other than the interface and the instructions and indications provided herein and in the Software Documentation.
4.2.	The Client is responsible to take all reasonable steps to prevent any unauthorized access to the Software, including without limitation by protecting its passwords and other log-in information. The Client will notify the Contractor immediately of any known or suspected unauthorized use of the Software or breach of its security and will cooperate with the Contractor to remedy such breach and limit any negative consequences deriving thereof. 
4.3.	
4.4.	The following actions are restricted to the Client while accessing or using the Software: 
4.4.1.	to access, tamper with, or use non-public areas of the Software or the Contractor’s Infrastructure; 
4.4.2.	to import or copy any local files or data to which the Client does not have the legal right to import or copy in this manner;
4.4.3.	to distribute, modify, sell, lease, engineer, reverse engineer, decompile or disassemble the Software or any portion thereof, except to the extent permitted by the applicable law or with the Contractor’s written approval;
4.4.4.	to probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures implemented by the Contractor; 
4.4.5.	to access the Software by any means (automated or otherwise) other than through the currently available, published interfaces which are provided by the Contractor;
4.4.6.	to interfere with, or disrupt, (or attempt to do so), the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming the Software; 
4.5.	In any case, the Software should be used according to the Contractor’s instructions regarding the security measures, as described in Annexes referring to the Software Documentation, by connecting with a username and a password. The Client shall not provide access to any third party and will closely observe any other user access limitation imposed by this Agreement or any other instruction of or agreement concluded with the Contractor. For the purpose of this limitation third party includes any individual other than the one explicitly designated to use the user.
4.6.	Any breach of the limitations provided hereunder constitutes a breach of the contractual obligations of the Client and may result in the termination of this Agreement, in accordance with Article 10.

5.	SOFTWARE UPDATES AND OPTIMIZATIONS
5.1.	The Client acknowledges and agrees that the Contractor may provide regular Software updates for the purpose of optimizing the Software, improving security, complying with laws and regulations and ensuring an overall better user experience. In this respect, the Client shall be notified in advance with respect to any such changes, under the terms agreed in the SLA and any such updates will be performed in accordance with the uptime parameters agreed in the SLA, except when such prior notification is not feasible due to the necessity to act with utmost urgency to remedy any identified issues. 
5.2.	In order to avoid any confusion, any future updates will be included as part of the Software's life cycle and will be granted by the Contractor at no additional cost to the Client and without adversely affecting the quality of the services and/or the functionality of the Software. This article does not apply to new functionalities and / or Software Modules that will be developed by the Contractor, whether these will be integrated into the product offered at a later date or not.
5.3.	In case of major updates and changes, the Contractor will provide the Client, in advance, with a version for testing and for a full preview on how changes are impacting to the operation of existing data or functionality. 
5.4.	The Client will have permanent access to previous versions of the database processed by the Software and will be able to export the information from the previous version in a common machine-readable format, which may be easily re-imported into other software solutions. In this respect, the Contractor will create and maintain the last 15 daily database back-ups and will grant the Client access to their download through a SFTP protocol.
5.5.	In any case, the Contractor shall not be liable for any temporary unavailability of the Software as specified in the SLA or any of its components caused by necessary updates. However, in the event of unavailability of more than 24 hours, Article 12.8 shall apply accordingly for the period of time that has exceeded the deadline provided for in this article.
5.6.	In the situation provided by Article 3, the Client is responsible for upgrading the Infrastructure to meet the new minimum hardware and software requirements provided by the updated version of the Software. Any updates which require the upgrade of the Client’s Infrastructure will be notify with at least 30 days in advance and will be implemented only with the Client’s approval, unless these are mandatory under the applicable law. In the latter case, in case of a refusal by the Client, any Party may terminate the Agreement, subject to the conditions and restrictions provided in Article 10.2. 

6.	SOFTWARE INSTALLATION
6.1.	If the use of the Software by the Client requires installation and other setup services, such Installation Services may be provided by the Contractor upon order by the Client. For the avoidance of doubt, the Installation Services are an additional service, separate from the rights granted under Articles 2 and 3, provided by the Contractor to the Client for an additional price agreed by the Parties in the Purchase Order.  
6.2.	Subject to Article 6.3 and 6.4 below, the Contractor shall ensure that the Software is ready to use by the Client. For the avoidance of doubt, the Installation Services only imply making the Software fully functional and ready to use by the Client and do not include any further ongoing support or maintenance services, which will be provided under the terms and conditions agreed in the SLA. 
6.3.	The Client is responsible to ensure an adequate Infrastructure for the Software. Furthermore, the Client undertakes to provide the Contractor with access to its business locations and Infrastructure, to the extent necessary to perform the Installation Services and to provide all necessary information requested by the Contractor for the purpose of performing the Installation Services. 
7.	TERM
7.1.	This Agreement shall become effective upon execution, and shall remain in effect for a period of 3 years. 
8.	PRICE
8.1.	In consideration of the rights granted under this Agreement, the Client hereby undertakes and agrees to pay the Contractor, a fee in the amount and under the terms provided in the Purchase Orders. 
8.2.	Recurrent fees (subscriptions) shall be payable starting with the subscription start date provided in the Purchase Orders and shall be paid in accordance with the payment terms agreed in the Purchase Orders. Single-time fees, if any, shall become payable in the term and under the conditions provided in the Purchase Order or in the invoices issued by the Contractor. 
8.3.	When the fee is agreed in a foreign currency, other than RON currency, payment of the fee shall be effected in that respective currency, unless payment must be effected in RON currency under the applicable legal provisions, in which case payment of the fee shall be effected by the Client in RON currency, calculated at the exchange rate published by the National Bank of Romania on the date of the issuance of the invoice by the Contractor.
8.4.	In case the Client fails to pay the fee in the term provided herein, it shall pay penalties amounting to 0.1 % per day of delay of the outstanding amount. The total value of penalties mentioned above may not exceed the amount they are applied on. 
9.	INTELLECTUAL PROPERTY 
9.1.	The Contractor warrants and represents to the Client, as a continuous warranty throughout the duration of the Agreement that it owns all Intellectual Property Rights related to the Software and Software Framework and holds all necessary licenses to perform its obligations under this Agreement. 
9.2.	Subject to Article 11, the Contractor shall keep harmless and shall indemnify the Client for the costs and damages arising from or in connection with the warranty mentioned in Article 9.1, if such warranty becomes invalid and/or untrue or is in any way breached by the Contractor. Moreover, the Contractor shall use its best efforts to assist and support the Client against any third party claims with respect to the ownership of the Software, Software Framework and all related Intellectual Property Rights, as well as any other claims related thereto. 
9.3.	The Client hereby warrants and represents to the Contractor, as continuous warranty throughout the duration of the Agreement that it owns all Intellectual Property Rights and/or licenses and complies with any applicable legal provisions related to the use, in any way, of such databases and/or other categories of data uploaded, received, stored or otherwise made accessible through the Software. In this respect, the Client shall keep harmless and shall indemnify the Contractor for all costs and damages arising from or in connection with the warranty mentioned herein, if such warranty becomes invalid and/or untrue or is in any way breached by the Client. 
9.4.	As between the Parties, the Client remains the sole owner of any and all Intellectual Property Rights with respect to the databases and other content uploaded, received, stored or otherwise made accessible through the Software.  
9.5.	The Client hereby grants the Contractor a license to use, reproduce, modify and/or distribute any content protected by Intellectual Property Rights and uploaded, received, stored or otherwise made accessible through the Software, strictly for the purpose of providing access to the Software.
10.	TERMINATION
10.1.	Notwithstanding any other provision of this Agreement, each Party may terminate this Agreement, without the intervention of a court and without any other formality, by delivering a written termination notice to the other Party, if such Party does not perform any of its obligations under this Agreement, including its Annexes, and has not remedied such breach within 30 days after the receipt of the written notice. 
10.2.	Both Parties may unilaterally terminate the Agreement by giving written notice to the other Party at least 30 days prior to such termination. However, if the termination by the Client of this Agreement occurs before the expiration of a period of 2 years from the date of signing, it will become effective only upon  the payment of 40% of the total remaining value of this Agreement calculated between the date of termination and the expiration date, according to Article 7 of this Agreement.
10.3.	If the Agreement is terminated before the expiration of the Term, except for the situation provided in Article 10.1, and when a purchase order, a service and/or a promotional campaign is approved by the Client or is in the course of execution, the Client, upon a written request, may still use the Software under the terms provided herein until completion of that service and/or promotional campaign. In case of expiration of the Term, the Client may only use the Software if it pays the supplemented cost regarding the extension of the Term.
10.4.	Upon the termination of this Agreement, all the rights granted to the Client under this agreement shall cease. In this respect, the Client shall cease any and all further uses of the Software and other Intellectual Property Rights owned by the Contractor, shall delete any copies of protected works and shall return any equipment provided by the Contractor for the purpose of this Agreement, if any.
10.5.	Upon the termination of this Agreement, the Contractor shall return any data imported by the Client in the Software, in a machine-readable format.  In this respect, the Contractor will make available for download a file of the Client’s data in comma separated value (.csv) format along with any existing attachments in their native format. The data will be available for download for a maximum period of 30 days after the termination of the Agreement or the completion of the campaign in the case provided by Article 10.3, and will be deleted by the Contractor at the expiration of this term, unless further retention is mandatory under the applicable legal provisions. 
11.	LIMITATION OF LIABILITY, INDEMNITIES & PENALTIES
11.1.	The Contractor shall indemnify the Client for any direct damage resulting from any act or omission by the Contractor resulting from a contravention of the Contractor's contractual or legal obligations, caused either as a result of gross negligence or willful misconduct, insofar as they are proven by the Client. Liability of the Contractor for loss of profits, lawyers' fees, except those established by a court, and for any indirect, special, incidental, punitive or collateral damage is excluded, regardless of how it was caused and whether by contract, or on any other theory of liability.
11.2.	To the fullest extent of the applicable law, the Contractor shall not be liable to the Client for: (i) any failures and/or errors in the services provided by third parties in relation to the Software, including but not limited to any providers of cloud services, hosting platforms etc., (ii) any malfunction caused by the Client’s Infrastructure or due to its inability to provide diligent and competent users. 
11.3.	To the fullest extent of the applicable law, the maximum aggregate liability of the Contractor to the Client under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise shall be limited to the total amount of the fee paid or payable by the Client, in accordance with Article 8.

11.4.	The Parties must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other Party under or in connection with the Agreement.
12.	SERVICE LEVEL AGREEMENT
12.1.	Footprints for Retail guarantees a level of availability for the Software of 99%.
12.2.	In this respect, subject to Article 12.3, Footprints for Retail shall provide the Client with support services, with respect to any Faults encountered by the latter.
12.3.	The following scenarios will not be considered downtime for the purpose of Article 12.1 and shall not attract any liability whatsoever of Footprints for Retail towards the Client:
a)	Faults generated by third party communication services to which the Software is connected for communication purposes (e.g. SMS and emails); 
b)	Faults generated by third party data services which are used in connection to the Software for third party data import purposes (e.g. Facebook, Google, LinkedIn);
c)	Faults generated by cyber-attacks, in which case Footprints for Retail may shut down the entire system in order to protect the Client’s valuable data;
d)	Faults generated by the improper use of the Software by an employee of the Client (e.g. since the Software allows for data import, data manipulation and data retrieval, one of the users may, intentionally or by negligence, insert special code, for example by uploading a simple .csv file, that would lead to improper actions being executed by the Software. In such scenario, the Software may become unavailable). 
12.4.	In case of an incident, the Client shall notify Footprints for Retail, in accordance with Article 14, describing the problem and the start time of the incident. While identifying the issues and remedying such issues, the Client shall provide Footprints for Retail with any information that would be necessary in this respect, in a timely manner.
12.5.	The maximum times of acknowledgement and Fault remedy by Footprints for Retail are:
•	for critical faults the response time is maximum 4 work hours and the resolution/workaround is maximum 16 work hours;
•	for major faults the response time is maximum 8 work hours and the resolution/workaround is maximum 20 work hours;
•	for medium faults the response time is maximum 12 work hours and the resolution/workaround is maximum 32 work hours;
•	for minor faults the response time is maximum 16 work hours and the resolution/workaround is maximum 64 work hours.
12.6.	As respects the escalation procedure, the ones responsible with the solving of the problems mentioned in the articles above are, in the following order:
i.	 Level 1: the allocated Client Service;
ii.	 Level 2: Product Manager and
iii.	Level 3: Commercial Director.
12.7.	Footprints for Retail shall perform normal systems maintenance with respect to any managed equipment/system, every30 days. The maintenance will be notified to the Client in advance in the case mentioned in Article 5.6 of this Agreement. Maintenance will be conducted between 12 PM and 8 AM Client’s local time.
12.8.	Subject to Article 12.3, in case of a Fault, the Client shall be compensated by Footprints for Retail, for any downtime, with extra time equal to the downtime, which will be added to the subscription term, or by the corresponding reduction of the price, at Footprints for Retails discretion. 
13.	PERSONAL DATA PROTECTION
13.1.	All issues concerning the processing of personal data by the Contractor in the name and on behalf of the Customer, when applicable (types of data processed, categories of data subjects, processing purposes, etc.) in the context of the implementation of this Agreement, are detailed in the Personal Data Processing Agreement, an integral part of this Agreement.
13.2.	The Parties undertake to use the Software in accordance with the legal provisions on the protection of personal data, including the provisions of GDPR, the implementing legislation as it was adopted, as well as the decisions that the supervisory authority in Romania issues on a regular basis in connection with them, otherwise protecting each other from the breach of legislation on personal data protection.
13.3.	The Contractor undertakes to process third parties’ Personal Data on behalf of the Client (such as but not limited to first name, last name, phone number, email address etc.) only in accordance with the applicable data protection legislation and the data processing agreement concluded with the Client.
13.4.	The Contractor bears no responsibility and will not be liable for the accuracy and lawful processing of the personal data uploaded in the Software by Client. In this respect, the Client shall keep harmless and shall indemnify the Contractor for all costs and damages arising from or in connection with the personal data uploaded by the Client. 
13.5.	The Contractor shall promptly notify the Customer in writing with at least 15 (fifteen) Business Days prior to any essential changes to the privacy, security or data processing practices that have a significant impact on privacy and data security.
14.	NOTICES
14.1.	Unless this Agreement specifically requires otherwise, any notice or other communication required under this Agreement must be given in writing, in English or Romanian, for each Party at the address agreed by the Parties and must bear the signature of the Party serving the notice or its representatives.
14.2.	Any notices or communication between the Parties shall be addressed to the Parties at the following addresses or at such other addresses as the Parties may from time to time indicate in writing:
If it is addressed to the Contractor: 	
Mail address: 114-116 Stirbei Voda Street, 1st Floor, Bucharest, Romania
Email: dan.marculescu@footprintsforretail.com
Telephone: +40745201896

If it is addressed to the Client: 	
Address: ________________________
Email: _________________________
Telephone: ______________________

14.3.	The notice shall be:
14.3.1.	delivered in person with handover signature by the receiving Party, including its representatives; or
14.3.2.	by post or courier service with acknowledgement of receipt; or
14.3.3.	by fax or electronic mail transmission with receipt of delivery.
14.4.	The notice shall be deemed as served under the following circumstances: 
14.4.1.	when delivered in person, at the time when it is actually received; 
14.4.2.	when sent by post or public or private courier service, at the time of the receipt of delivery; 
14.4.3.	when sent by fax or electronic mail, at the time of the transmission, if transmitted before the closing of a Business Day or otherwise, on the following Business Day, provided in each case that the required confirmation is sent (i.e. receipt of delivery);
14.5.	In case of refusal of receipt, any notice shall be deemed as served on the day of the refusal.
15.	CONFIDENTIALITY
15.1.	Each Party shall treat the Agreement and any information it may have obtained or received in relation thereto or arising out of or in connection with the performance of the Agreement or its negotiation or relating to the business or affairs of the other Party as private and confidential and neither Party shall publish, use, exploit or disclose the same or any particulars thereof without the prior written consent of the other Party or as expressly permitted under this Agreement.
15.2.	The Confidential Information shall be used only for the purposes contemplated herein.
15.3.	The confidentiality obligation is and remains in force during the performance of this Agreement and for an unlimited period of time after its termination, irrespective of the grounds for termination.
15.4.	The Recipient shall disclose Confidential Information to its Representatives only to the extent that may be necessary for the performance of this Agreement and only on a need-to-know basis and undertakes to take all necessary steps to ensure compliance by such Representatives with the obligations expressed herein, prior to the disclosure of the Confidential Information to the Representatives, including, without limitation, to incorporating such clauses into the agreements concluded with such third parties.
15.5.	The Recipient shall be liable to the other Party for any failure by its Representatives to comply with such obligations as described herein, irrespective of whether the Representatives were aware or not of the existence of such obligations.
15.6.	The confidentiality clause does not apply to information that: 
15.6.1.	is or becomes publicly available other than as a result of disclosure by the Parties or their Representatives; or
15.6.2.	is or becomes available to the Party on a non-confidential basis from a third party that is not bound by any confidentiality obligation; or
15.6.3.	was in the possession of the Recipient prior to disclosure or is independently developed by the Recipient without breach of this Agreement, as can be shown by competent evidence;
15.7.	Any Party may disclose any information that it is otherwise required to be kept confidential under this Agreement, to the extent that the disclosure is absolutely necessary:
15.7.1.	to its Representatives, in the conditions mentioned above under Articles 15.4 and 15.5;

15.7.2.	to protect the disclosing Party’s interest in any legal proceedings;
15.7.3.	if required to be disclosed by a competent court of justice or by an administrative body. In this case, the Recipient shall, without delay, inform the other Party, in writing, of receipt of such order or coming into existence of such duty and shall enable such Party in a reasonable manner to seek protection against such order.
15.8.	Upon termination of this Agreement, each Party shall return to the other Party all the Confidential Information in its possession, custody or control. Each Party shall provide the other Party with a signed certification that it has complied with this obligation.
16.	FORCE MAJEURE
16.1.	Neither Party shall be responsible to the other for the non-performance or delay in performance (other than the payment of money) occasioned by any causes beyond its control including, without limitation, acts of civil or military authority, strikes, lockouts, embargoes, insurrections, acts of God or acts of terrorism.
16.2.	The Party claiming the force majeure is obliged to notify the other Party in writing, within maximum 5 (five) Business Days from the date of commencement of the force majeure event and is obliged to take all necessary measures so as to limit its effects, unless the required measures are too burdensome. The Party claiming the force majeure shall also notify the other Party of its termination within 5 (five) Business Days from the date of termination.
16.3.	If the Party claiming the force majeure does not fulfil its obligation to notify the other Party on the commencement of the force majeure within the term provided under Article 16.2, then the Party claiming the force majeure may not prevail itself of the exonerating effects of the force majeure case, regulated under this article.
16.4.	If any such delay occurs, any applicable time period shall be extended for a period equal to the time lost, provided that the party affected makes reasonable efforts to mitigate the consequences of such an event and gives the other party prompt notice of any such delay.
16.5.	In case the force majeure event lasts for more than three months, any Party may decide the termination of the Agreement.
17.	ASSIGNMENT AND CHANGE OF CONTROL
17.1.	This Agreement and the rights granted hereunder, or any part thereof, may not be assigned or transferred by the Parties without the prior written consent of the other Party.
17.2.	Any Change of Control shall be deemed to be an assignment for the purpose of this provision.
18.	SURVIVAL AND SEVERABILITY
18.1.	All obligations of the Parties which expressly or by their nature survive the termination or expiration of this Agreement shall continue in full force and effect.
18.2.	If any provision of this Agreement is or becomes invalid, illegal or otherwise unenforceable, under the law of any jurisdiction, this shall not in any way impair the validity, legality and enforceability of the other provisions of the Agreement that shall remain in full force and effect.
18.3.	If any provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable, provided that this does not trigger a material adverse change to the initial commercial understanding of the Parties under the Agreement.
18.4.	Otherwise, the Parties shall make all efforts and negotiate in good faith so as to replace the invalid, illegal or unenforceable provision with a valid, legal and enforceable provision that achieve, to the greatest extent possible, the commercial effects of the original provision.
19.	TIME OF THE ESSENCE
19.1.	The Parties agree and acknowledge that time is of the essence under this Agreement, as regards to any dates, times and periods mentioned herein or set forth by the applicable legal provisions, with respect to all rights and obligations of the Parties set forth herein.
19.2.	Both Parties will be considered as having been notified by law (de jure) for late fulfilment of their obligations by the sole expiry of the term established in this Agreement or in the legal provisions for the fulfilment of any obligation under this Agreement or under the legal provisions.
20.	NO SET-OFF
20.1.	Neither Party is entitled to set off any of its claims with any of the claims of the other Party based on this Agreement or with any other outstanding obligation of the other Party, without the prior written agreement of the other Party.
21.	HARDSHIP
21.1.	The Parties hereby expressly undertake to perform their obligations according to this Agreement, irrespective of whether the performance of such obligations became more burdensome due either to the increase in the costs of performance of its own obligations or to the decrease in the value of the other Party’s corresponding obligation and irrespective of whether the execution of the Agreement becomes excessively burdensome due to an exceptional change of the circumstances existing at the date of its conclusion and both Parties hereby fully and irrevocably undertake the risk regarding the change of circumstances in place on the conclusion of the Agreement, and expressly and irrevocably renounce to the enforcement of the hardship theory as provided in art. 1271 paragraph 2 and paragraph 3 of the Romanian Civil Code, whose enforcement will be excluded in relation to them.
22.	ENTIRE AGREEMENT
22.1.	This Agreement together with any documents referred to herein constitute the sole, complete and exclusive agreement of the Parties relating to the subject matter hereof and supersede any previous or contemporaneous, oral or written, express or implied, arrangements, understandings, commitments, drafts, promises, agreements or any other pre-contractual representations between them that are not set out herein.
22.2.	All addenda and annexes to this Agreement shall constitute an integral part thereof.
22.3.	No provision under Article 22 shall limit or exclude any liability or remedy for fraud.
22.4.	The Parties did not enter into the Agreement by relying on pre-contractual statements and representations.
22.5.	Each Party confirms that in entering into this Agreement it has not relied upon and shall have no remedies in respect of, any such representation as described under Article 22.1 above, warranty, collateral agreement or other assurance made by or on behalf of the other Party before the execution of this Agreement, except for those expressly incorporated herein.
22.6.	The Parties shall have no claim for innocent or negligent misrepresentation based upon any provision set out herein or for any such pre-contractual misrepresentation. 
23.	NEGOTIATED CLAUSES
23.1.	The Parties hereby declare and agree that this Agreement was presented to each Party, that it has been carefully and in detail analyzed and assessed by each Party and that they have been assisted, during every stage of drafting, negotiation and execution, by qualified consultants and advisors (at least from a legal, technical and tax perspective).
23.2.	Each and every clause and provision of this Agreement and all the clauses of the Agreement, considered as a whole, has/have been subject to specific “clause by clause” negotiation and approval of the Parties. Each Party irrevocably agrees and accepts, as of the signing of the Agreement by the respective Party, each and all the clauses of these Agreement, especially (but without any limitation to) the following Articles 2.4, 2.5, 3.2, 3.3 3.4, 4, 5.5, 6, 9.2, 9.3, 10.2, 11.1, 11.2, 15, 17 21.1, 24. Thus, this Agreement is not a standard form (adhesion) agreement and that it does not contain any standard or unusual clauses, as these are defined under the Romanian law.
24.	GOVERNING LAW AND JURISDICTION
24.1.	This Agreement and any disputes or claims arising out of or in connection with its subject matter shall be governed by and construed in accordance with the laws of Romania, without giving effect to any choice or conflict of law provision or rule that would trigger the application of the laws of another jurisdiction.
24.2.	Any dispute arising out of or relating to this Agreement, including with respect to the conclusion, performance, breach or termination shall be settled by the Parties by good faith negotiations. Should such a settlement not be possible, the dispute shall be settled by the Romanian courts of law.