Terms and Conditions

Last updated: Last updated: Tuesday, 04 October 2022

Welcome to the Iteration1 website and our web application (our "Platform"). These Terms and Conditions (the "Terms") constitute a legal agreement between you and TERDSGN SRL of Stejarului 38, Floresti, 407280, Cluj, Romania governing the use of our Platform and our Services. We license the use of our Platform to you on the basis of these Terms. We do not sell our Platform to you, and we remain the owner of our Platform at all times.

1. Terms of Use

1.1. The provisions set out in these Terms govern your access to and your use of our Platform and shall constitute a legally binding agreement between you and us. We may change such terms from time to time and shall notify you accordingly if we do. If you do not agree to such terms, you must not use our Platform.
1.2. Subject to your agreeing to abide by these Terms, we hereby grant you a revocable, non-exclusive, and non-transferable license to use our Platform on these Terms.
1.3. By registering for an Account, which involves providing us with certain mandatory and voluntary information as required for a successful registration and using our Platform, you agree and acknowledge that:
1.4. you have read the terms set out in these Terms and agree to be bound by and comply with them; and
1.5. you shall ensure that all Users of your Account abide by these Terms.  
1.6. You are responsible for maintaining the confidentiality of your Account, and you are responsible for all activities that occur under your Account. You agree that all actions carried out by any person through your Account shall be deemed to be an act carried out by you, and you shall ensure that all persons who have access to and use your Account are authorized to do so. We are not responsible for any loss, damage, or liabilities arising as a result of or in connection with the wrongful, fraudulent, or illegal use of your Account.
1.7. We reserve the right to, without any notice, explanation, or liability and in our sole discretion, refuse to allow you or suspend your access to our Platform or your Account at any time or remove or edit the content on our Platform or any of our affiliated websites.
1.8. We reserve the right to change, modify, suspend or discontinue any portion of the Services, our Platform, or any other products, services, affiliated websites, and/or other software provided by us in connection with any of the foregoing at any time. You agree that access to or operation of any of the foregoing may, from time to time be interrupted or encounter technical difficulties.
1.9. Save to the extent permitted by us in writing, you are not allowed to use or submit any content to our Platform or any of our affiliated websites to advertise, promote or market any products or services of any third party or yourself.
1.10. The following additional terms also apply to your use of our Platform and form part of these Terms:
1.10.1. Our Privacy Policy
1.10.2. Our Cookie Policy

2. Subscription

2.1. Some Services may require payment of subscription fees and/or other ad-hoc or ancillary fees before you can access or use them ("Fees"). These Fees will be notified to you through our Platform.
2.2. If you purchase a recurring subscription from us, the subscription period for your Account shall be renewed automatically at the expiry of each subscription period until terminated successfully through our Platform. By purchasing the recurring subscription, you authorize us or our related corporations to automatically charge the Fees:
2.3. upon the commencement of your first subscription period, upon expiration of any applicable trial period or at a date otherwise indicated by us; and
2.4. on the renewal date of the subscription period thereafter, without further action by you.
2.5. Any Fees due in relation to your Account must be paid by their due date for payment, as notified to you through our Platform or otherwise. Failure to make timely payment of the Fees may result in the suspension or termination of your access to your Account and/or our Platform or any of the Services.
2.6. Our Fees may be amended from time to time at our discretion. We will provide you reasonably advanced written notice of any amendment of recurring Fees, and your continued use of a recurring subscription will constitute acceptance of the amended Fees.
2.7. Under these Terms, you shall be responsible for any applicable taxes (including any goods and services tax).
2.8. All payments shall be made using the payment methods specified by us from time to time. You acknowledge and agree that you are subject to the applicable user agreement of any third-party payment methods. We shall not be liable for any failure, disruption, or error in connection with your chosen payment method. We reserve the right at any time to modify or discontinue, temporarily or permanently, any payment method without notice to you or giving any reason.
2.9. We must receive payment in full no later than the day on which such payment is required to be paid in immediately available and freely transferable funds without any restriction, condition, withholding, deduction, set-off, or counterclaim whatsoever.
2.10. Unless otherwise notified in writing by us, termination of your Account for any reason whatsoever shall not entitle you to any refund of the Fees. If you cancel your subscription to our Platform, you may continue to access your Account until the expiry of the subscription period in which the cancellation occurred.

3. Suspension and Termination

3.1. We will determine, at our discretion, whether there has been a breach of these Terms through your use of our Platform. When a violation of these Terms has occurred, we may take such action as we deem appropriate.  
3.2. Failure to comply with these Terms constitutes a material breach of the terms of use upon which you are permitted to use our Platform and may result in our taking all or any of the following actions:
3.2.1. immediate temporary or permanent withdrawal of your right to use our Platform;
3.2.2. immediate temporary or permanent removal of any Contribution;
3.2.3. issuance of a warning to you;
3.2.4. legal proceedings against you for reimbursement of all costs on an indemnity basis (including but not limited to reasonable administrative and legal costs) resulting from the breach;
3.2.5. further legal action against you; and/or
3.2.6. disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
3.3. We exclude liability for actions taken in response to breaches of these Terms. The responses described in these Terms are not limited, and we may take any other action we reasonably deem appropriate.

4. Uploading content to our Platform

4.1. You irrevocably and unconditionally represent and warrant that any of your content uploaded to our Platform complies with our Privacy Policy, the GDPR, and any other applicable laws.
4.2. You are fully responsible for the content uploaded to our Platform. We will not be responsible or liable to any third party for the following:
4.2.1. the content or accuracy of any content or data uploaded by you, by us on your behalf, or any other user of our Platform, or
4.2.2. the loss of any content or data provided to us by you. You should keep a record of all such content and data.
4.3. We will only use the content uploaded by you for the purposes of carrying out the Services, carrying out our obligations in this Agreement, and any other purpose expressly set out in this Agreement or otherwise agreed between us. We will not otherwise disclose or distribute the content uploaded by you, save for when required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
4.4. We may use the content uploaded by you for data analytics or to implement artificial intelligence or machine learning. Any such content shall be anonymized and used only to improve the Services and our response to Platform users.
4.5. We have the right to disclose your identity to any third party claiming that any content posted or uploaded by you to our Platform constitutes a violation of their rights under applicable law.

5. Prohibited Uses

5.1. You may use our Platform only for lawful purposes. You may not use our Platform:
5.1.1. in any way that breaches any applicable local or international laws or regulations;
5.1.2. in any way that is unlawful or fraudulent or has any illegal or fraudulent purpose or effect;
5.1.3. to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards as set out in our prevailing terms and conditions as amended from time to time; and
5.1.4. to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware, or any other harmful programs or similar computer code designed to affect the operation of any computer software or hardware adversely.
5.2. You also agree:
5.2.1. not to reproduce, duplicate, copy or re-sell any part of our Platform in contravention of the provisions of our Terms; and
5.2.2. not to access without authority, interfere with, damage, or disrupt:
5.2.3. any part of our Platform;
5.2.4. any equipment or network on which our Platform is stored;
5.2.5. any software used in the provision of our Platform; or
5.2.6. any equipment or network or software owned or used by any third party.

6. Intellectual Property Rights

6.1. You acknowledge that all intellectual property rights in our Platform anywhere in the world belong to us, that rights in our Platform are licensed (not sold) to you, and that you have no rights in, or to, our Platform other than the right to use them under these Terms.
6.2. Any intellectual property rights in content uploaded by you to our Platform shall continue to belong to you or their respective owners. You agree that you grant us a royalty-free and non-exclusive license to use, reproduce, publish and display such intellectual property rights to perform the Services, promotional purposes, internal administrative purposes, and any other purposes set out in these Terms, including to improve the Services and our responses to users of the Platform.
6.3. You acknowledge that you have no right to have access to our Platform in source code form.
6.4. Save for internal distribution amongst your employees and persons authorized by you for your internal business purposes and any other purposes contemplated under these Terms or the Platform, you must not modify the paper or digital copies of any materials you have printed off or downloaded from our Platform in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
6.5. Our status (and that of any identified contributors) as the authors of content on our Platform must always be acknowledged.
6.6. You must not use any part of the content on our Platform for commercial purposes not specified on our Platform without obtaining a license to do so from us or our licensors.

7. Warranties

7.1. While we make all efforts to maintain the accuracy of the information on our Platform, we provide the Services, Platform, and all Related Content on an "as is" and "as available" basis unless otherwise specified in writing. We make no representations or warranties of any kind, express or implied, as to the operation of any of the foregoing unless otherwise specified in writing.
7.2. To the full extent permissible by law, we disclaim all warranties, express or implied, relating to our Platform or any Services, including but not limited to implied warranties of merchantability and fitness for a particular purpose. We do not warrant that the Services, our Platform, the Related Content, or electronic communications sent by us are free of viruses or other harmful components.

8. Limitation Of Liability

8.1. We are not liable for the completeness, accuracy, or correctness of any information uploaded on our Platform and any Related Content. You expressly agree that using the Services and our Platform is at your sole risk.
8.2. You agree not to use the Services, our Platform, and the Related Content for any re-sale purposes. We have no liability to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with these Terms (including but not limited to the use of, or inability to use, the Services, our Platform or any other website or software) for:
8.2.1. loss of profits, sales, business, or revenue;
8.2.2. business interruption;
8.2.3. loss of anticipated savings;
8.2.4. loss or corruption of data or information;
8.2.5. loss of business opportunity, goodwill, or reputation; or
8.2.6. any other indirect or consequential loss or damage.
8.3. Nothing in these Terms shall limit or exclude our liability for:
8.3.1. death or personal injury resulting from our negligence;
8.3.2. fraud; and/or
8.3.3. any other matter in which we are prohibited under applicable law from limiting or excluding our liability.
8.4. Our Platform is not intended to serve a record-keeping function, and we shall not be liable for any loss of data or content.
8.5. These Terms set out the full extent of our obligations and liabilities in respect of the supply of the Services and our Platform. Except as expressly stated in these Terms, there are no conditions, warranties, representations, or other terms, express or implied, that are binding on us. Any condition, warranty, representation, or other terms concerning the supply of the Services and our Platform which might otherwise be implied into, or incorporated in, these Terms, whether by statute, common law, or otherwise, is excluded to the fullest extent permitted by law.

9. Indemnity

You agree to indemnify and hold us, our related corporations, and our respective directors, officers, employees, agents and representatives, independent contractors, licensees, successors, and assigns harmless from and against all claims, losses, expenses, damages, and costs (including but not limited to direct, incidental, consequential, exemplary and indirect damages), and reasonable legal fees, resulting from or arising out of your act, default or omission, whether in your use of our Platform, Services, and/or any websites or software in relation thereto or otherwise, and whether in respect of your breach of these Terms or any laws or regulations or otherwise.

10. Other Important Terms

10.1. We may transfer our rights and obligations under these Terms to another organization, but this will not affect your rights or obligations under these Terms.
10.2. You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.
10.3. No joint venture, partnership, agency, or employment relationship has arisen by reason of these Terms.
10.4. These Terms and any document expressly referred to in it constitutes the entire Agreement between us regarding their subject matter and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between us, whether written or oral, relating to that subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in these Terms, or any document expressly referred to in it. You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms or any document expressly referred to in it.
10.5. If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
10.6. Each of the conditions of these Terms operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
10.7. These Terms, its subject matter and its formation, and any other disputes or claims in connection therewith are governed by the law of Romania. In the event of any such disputes or claims in connection with these Terms, you agree to first engage in good faith discussions with us to resolve such dispute or claim. If such dispute or claim is not resolved within sixty (60) days, we both irrevocably submit to the exclusive jurisdiction of the courts of Romania.