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End-User License Agreement (“Agreement”)

Last updated on 1st December 2022 

Please read this End-User License Agreement (the “EULA”) carefully before accepting the EULA by means of : i) clicking the “I Agree” button below (if applicable); ii) signing with the use of DocuSign e-signature service (https://www.docusign.com/). In order to be able to use our SPTP software which is called SPTP software Platform for Transaction Processing or simply SPTP you are requested to accept this EULA first. 

SECTION 1 Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of this End-User License Agreement:

  • Agreement” means this End-User License Agreement that forms the entire agreement between You (the “User”) and the Company regarding the use of the SPTP software.
  • Company” (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to Private Limited Company “TechFin UAB”, a legal entity registered under the law of Lithuania with its registered number: 305153451, address: Didžioji g. 14-1 str., Vilnius, Lithuania.
  • User” or “You” means a legal entity that registers a User account at the Company’s website: https://sdk.finance/, creates databases on its end (i.e on User’s end) and uses back-end functionality of SPTP through API. A term “User” shall also include a number of individuals who have access to the User account (so called “Authorized Users” as defined in our Terms of Service”) and use the User account on behalf of the legal entity indicated within the User account registration.
  • SPTP” or “SPTP software” means the SPTP software, developed and owned by the Company. SPTP is a complex software that consists of several components that are made available to User by means of Software-as-a-service (SaaS) and source code license model in the way as defined below:
  • SPTP Back-end  is available as SaaS. Functionality of the back-end is delivered through API. 
  • SPTP Front-end interfaces (back-office and front-office) are available through the source code license. That means that we will provide User with the source code of SPTP Front-end interfaces under the terms of this Agreement and our Terms of Service. Users shall be solely responsible for maintenance and further development of those front-ends by themselves.
  • API means the application programming interface. User consume the  functionality of SPTP through API.  
  • Databases means an organized collection of structured information, or data, stored electronically in a computer system owner and/or controlled solely by User, whether on premises or in cloud. For the sake of clarity, the Company doesn’t provide or store any Databases of the User. Users should be solely responsible for creation, maintenance, and security of its databases.
  • Software-as-a-Service or simply SaaS means a method of software delivery and licensing in which software is accessed online via a subscription. 
  • Website” the website with the following URLs:  https://sdk.finance/. Website is owned, developed and operated by the Company. A User can create an Account on the Website.
  • “User Account” or simply “Account” means the account registered by User at the Website that is devoted to enable User to get access to SPTP under the terms of this Agreement, Terms of Service, Subscription Policy, Privacy Policy. Once a User Account is registered, it should be available on https://dashboard.sdk.finance.
  • Third-Party Services” means any services or content (including data, information, applications and other products services) provided by a third-party that may be displayed, included or made available by the SPTP software. 

Acknowledgment

By clicking the “I Agree” button or using the SPTP software, You are agreeing to be bound by the terms and conditions of this Agreement. If You do not agree to the terms of this Agreement, do not click on the “I Agree” button, do not use the SPTP software.

This Agreement is a legal document between User and the Company, having its binding force and effect. This Agreement is between User and the Company only. Therefore, the Company shall be solely responsible for the SPTP software.  The SPTP software (including all its components) is licensed, not sold, to User by the Company for use strictly in accordance with the terms of this Agreement.

SECTION 2 License

Scope of License

The Company grants User a revocable, non-exclusive, non-transferable, limited license to use the SPTP software strictly in accordance with the terms of this Agreement.

License Restrictions  

Neither User nor any of its Authorized Users shall not: (i) remove any proprietary notices (e.g., copyright and trademark notices) from the SPTP; or (ii) disassemble, decompile, or reverse engineer the SPTP or attempt to disassemble, decompile, or reverse engineer the SPTP for any purpose; (iii) use or attempt to use SPTP for any illegal purpose or involve the SPTP in any illegal business activity of any kind; (iii) violate any applicable laws, rules or regulations in connection with User’s access or use of the SPTP; (iv) to use the SPTP for any other purpose for which it is not designed or intended; (v) to distribute, sell, lease, rent or otherwise make available to third parties the SPTP front-ends, and its source code in the way not foreseen by this Agreement, Terms of Service or any other written agreement concluded between the Company and User.

SECTION 3 Intellectual Property

The SPTP (including all its components), including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of the Company.

The Company shall not be obligated to indemnify or defend You with respect to any third party claim arising out of or relating to the SPTP software. To the extent the Company is required to provide indemnification by applicable law, the Company  shall be solely responsible for the investigation, defense, settlement and discharge of any claim that the SPTP software or your use of SPTP software infringes any third party intellectual property rights.

SECTION 4 Modifications, updates, support  

Modifications 

The Company reserves the right to modify, suspend or discontinue, temporarily or permanently, the SPTP software or any service to which it connects, with or without notice and without liability to User.

Updates to the SPTP 

The Company may from time to time provide enhancements or improvements to the features/functionality of the SPTP software, which may include patches, bug fixes, updates, upgrades and other modifications.

Updates may modify or delete certain features and/or functionalities of the SPTP software. User agrees that the Company has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the SPTP software to User.

You further agree that all updates or any other modifications will be (i) deemed to constitute an integral part of the SPTP software, and (ii) subject to the terms and conditions of this Agreement. 

Please note that during the updates or any other modifications of the SPTP software, the SPTP may be temporarily unavailable to the User. Such an unavailability of SPTP during the updates or any other modifications of SPTP provided by the Company shall not be considered a breach or violation of Company’s obligations under this Agreement, Terms of Service or Subscription Policy. 

Maintenance and Support 

The Company shall provide the maintenance of SPTP in order to (i) keep SPTP available to User; (ii) to make the use of SPTP convenient and uninterrupted to the maximum extent possible.   

The Company undertakes to provide adequate  support services for Users by means of answering to User’s queries within a reasonable period of time. To send the query User should fill in a special contact form available in the User’s Account. The Company shall provide the answers within the working hours of the country of its business registration (i.e Lithuania).

SECTION 5 Third-Party Services

The SPTP software may display, include or make available third-party content (including data, information, applications and other products services) or provide links to third-party websites or services.

You acknowledge and agree that the Company shall not be responsible for any Third-party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The Company does not assume and shall not have any liability or responsibility to You or any other person or entity for any Third-party Services.

You may be requested to comply with applicable Third parties’ terms and conditions when using the SPTP software. Third-party Services and links thereto are provided solely as a convenience to You and You access and use them entirely at your own risk and subject to such third parties’ Terms and conditions.

SECTION 6 Term and Termination

This Agreement shall remain in effect until terminated by the User or the Company. The Company may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with a prior notice, where possible. 

This Agreement will terminate immediately, without prior notice from the Company, in the event that User fails to comply with any provision of this Agreement. User may terminate this Agreement by sending us the termination request to support@sdk.finance or by termination of its Subscription using the functionality of its User Account.

Termination of this Agreement will not limit any of the Company’s rights or remedies at law in case of breach by User (during the term of this Agreement) of any of User’s obligations under this Agreement.

SECTION 7 Indemnification

You agree to indemnify and hold the Company and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of your: (a) use of the SPTP software; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.

SECTION 8 – No Warranties

The SPTP software is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the SPTP software, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the SPTP software will meet your requirements, achieve any intended results, be compatible or work with any other SPTP software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, the Company makes no representation or warranty of any kind, express or implied: (i) as to the operation or availability of the SPTP software, or the information, content, and materials or products included thereon; (ii) that the SPTP software will be uninterrupted or error-free; (iii) as to the accuracy or reliability of any information or content provided through the SPTP software; or (iv) that the SPTP software, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law. 

SECTION 9 – Limitation of Liability

Notwithstanding any damages that User might incur, the entire liability of the Company and any of its suppliers under any provision of this Agreement and User’s exclusive remedy for all of the foregoing shall be limited to the amount actually paid by User for the use of SPTP software through the Subscription. 

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the SPTP software, third-party SPTP software and/or third-party hardware used with the SPTP software, or otherwise in connection with any provision of this Agreement), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some jurisdictions may not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.

SECTION 10 Severability 

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

SECTION 11 – Legal Compliance

User represents and warrants that (i) User or any it’s beneficiary, or C-level manager is not located in a country that is subject to the European Union or United States government embargo, or that has been designated by the European Union or United States government as a “terrorist supporting” country, and (ii) User or any it’s beneficiary, or C-level manager is not listed on any European Union or United States government list of prohibited or restricted parties.

SECTION 12 Changes to this Agreement

The Company reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at the sole discretion of the Company. 

By continuing to access or use the SPTP software after any revisions become effective, You agree to be bound by the revised terms.

SECTION 13 Governing Law 

The laws of Lithuania, excluding its conflicts of law rules, shall govern this Agreement and your use of the SPTP software. Your use of the SPTP software may also be subject to other local, national, or international laws.

SECTION 14 Entire Agreement

The Agreement constitutes the entire agreement between You and the Company regarding your use of the SPTP software and supersedes all prior and contemporaneous written or verbal agreements between You and the Company.

You may be subject to additional terms and conditions that may apply when You use or purchase other Company’s services, which the Company will provide to You at the time of such use or purchase.

SECTION 15 Contact Us

If you have any questions about this Agreement, You can contact Us: