Terms and conditions

1. Introductory Provisions

1.1. Who are we and what are these Terms for. Here we are defining these Terms & Conditions for the provision of the MMM Labs Services. These Terms are set by us, a contracting party from the ScanmarQED Group. The Terms apply to the provision of our MMM Labs Services via this contracting party of the ScanmarQED Group.

1.2. The connection between the Contract and the Terms. These Terms including its definitions are a part of the Contract on provision of MMM Labs Services unless the Contract states otherwise. By concluding the Contract, you confirm that you are entering into a non-exclusive contractual relationship with your business activities (B2B) and that you have duly and thoroughly read the entire Contract, including these Terms and its Annexes, that you clearly and unambiguously understand them, and that you are entering into the Contract of your own free will.

1.3. How the Contract works. In the manner and under the conditions there stipulated, you are bound by the Contract to be our Client, to use our MMM Labs Services and to pay the Fees for the MMM Labs Services. In cases provided by the Contract, you can use the provided MMM Labs Services for your Customers as well: otherwise, you may not use and/or resell MMM Labs Services to third parties. The Contract always constitutes the complete and exclusive agreement between us concerning respective MMM Labs Services, although in some cases foreseen by the Contract we can solve some non-material discrepancies via email.

1.4. Rights and obligations from the Contract & Assignment of the rights. In stipulated cases, we may provide MMM Labs Services for your Customers. However, this does not affect that you are our contracting party, and you may not assign or transfer the Contract, no matter if in whole or in part. On the other hand, we may assign or transfer the Contract or the right arising from it to a third person without your consent, especially to companies from the ScanmarQED Group.

2. Definitions

Following definitions applies for the Terms as well as for the Contract:

2.1. Authorized User. Any natural person acting on behalf of you who has been registered to access MMM Labs Services: mainly your employee or another person cooperating with you on some other documentable contractual relationship.

2.2. Customer. Third party with whom you have a contractual relationship and whose purposes and benefits you enter into an Contract with us.

2.3. Confidential Information. As per Section 11 of the Terms.

2.4. Contract. The Contract on provision of MMM Labs Services or any other Contract that establishes contractual relationship between you and us, such as Agency Contract or Framework Contract, considering provision of MMM Labs Services as the subject matter. The Contract always includes these Terms and its Annexes as its integral part.

2.5. Client or you. You, as the contracting party of the Contract, acting in the field of your business activities and not as a consumer in view of applicable legislation.

2.6. Data. Incoming Data and Outgoing Data together.

2.7. Data Processing Agreement. As per Art. 9.2. of these Terms, an integral part of the Contract and Annex No. 1 to the Terms.

2.8. Duration of provision. The period of time from the Start Date as stipulated in the Contract and ending upon its expiration during which the MMM Labs Services are being provided to you.

2.9. Fees. The prices and amounts you are obliged to pay us in accordance with the Contract for the provision of MMM Labs Services.

2.10. Intellectual Property. Any and all of our intellectual creations, including but not limited to inventions, patents, utility models, industrial designs, trademarks, service marks, trade names, business names, domain names, copyrights, neighboring rights, database rights, trade secrets, know-how, confidential information, and any other proprietary rights and forms of protection of a similar nature, whether or not registered, which are recognized under laws of Illinois and applicable international treaties.

2.11. Incoming Data. The data and information related to your marketing activities that are being sent our way and we are processing them by the provided MMM Labs Services. The Incoming Data may include the data coming directly from you that are being uploaded manually. The Incoming Data may be stored either in our / your / third-party data storages.

2.12. MMM Labs Platform. Platform accessible via User Account on the URL of https://app.mmmlabs.ai/ that gives access to Outgoing Data as part of the provided MMM Labs Services.

2.13. MMM Labs Services. Services provided by us to you in the field of analytics, marketing performance monitoring and optimization of marketing activities. MMM Labs Services can be both digital services, provided mainly via the MMM Labs Platform, and consultation and advisory services as well as other services.

2.14. Modelling Code. Our own software to which we have the rights and that is the key part of the MMM Labs Services and Platform, used to process the Incoming Data into the Outgoing Data. Modelling Code may include Third Party Products, public information or modifications based on publicly available information and your feedback.

2.15. Outgoing Data. The data, insights and information that are the result of the processing of the Incoming Data by the MMM Labs Services, displayed in our MMM Labs Platform or any other agreed form, such as Excel table, graph or another form.

2.16. Plan. The specific plan of the MMM Labs Services you are using, stated in Contract. The Plan is usually being described on our Website as well as in the Contract, including the type / tier of MMM Labs Services, number of included Projects, their limits and corresponding Fees for such Projects.

2.17. Project. The specific part of the digital MMM Labs Services as per the Plan you are consuming, defined as either a brand or a product line for a single market you want to be included with MMM Labs Services.

2.18. Provider or us. Any company from ScanmarQED Group being described in the Agreement with company ScanmarQED Holding B.V., with registered office Papiermolen 32, 3994 Houten, the Netherlands, KvK: 84217111, VAT ID: NL009546935B01, being the company that own the rights to the MMM Labs Platform as defined.

2.19. ScanmarQED Group. Some or all other companies in our group under the parent company ScanmarQED Holding B.V., especially a) NL based company Scanmar B.V with registered office Papiermolen 32, 3994 Houten, the Netherlands, KvK: 84217111, VAT ID: NL009546935B01, b) US – Illinois based company MARKETINGQED INCORPORATED, with registered office 318 W. Adams Street, Suite 1614, Chicago, ZIP: IL 60606, CRN: F13000005194, c) UK based company MARKETINGQED LIMITED with registered office 36-38 Botolph Lane, London, England, ZIP: EC3R 8DE, CRN: 05691561 and d) CZ based company Roivenue s.r.o., with registered office Plynární 1617/10, Praha 7 – Holešovice, ZIP 17000, CRN: 06812279, VAT ID: CZ06812279, through which we can also provide MMM Labs Services.

2.20. Start Date. The date from which the commencement of provision of MMM Labs Services started, specified in the Contract.

2.21. Third Party Products. Third-party software, products, services and materials, including but not limited to open-source software.

2.22. User Account. Your account is necessary for allowing the Authorized User to access the MMM Labs Platform.

2.23. Website. The MMM Labs website, available on https://www.mmmlabs.ai/.

3. Rights and obligations in connection with User Account

3.1. User Account creation. To initially access the MMM Labs Platform, User Account including original Authorized Users needs to be created by us. For that purpose, we will require accurate and current information about the Authorized Users you want to include in your User Account such as username, name, surname and email. The Authorized Users are being invited to the User Account via link sent to such stated emails. Authorized Users then can sign up to the MMM Labs Platform.

3.2. Maintaining the User Account and Authorized Users. After the creation of the User Account, you and your Authorized Users are obliged to protect login credentials and keep accurate, current and complete information in your User Account. You are also liable for any invites and/or terminations of Authorized Users connected to your User Account as you shall keep it updated & accurate. We can’t be held liable for any breach of confidentiality or leakage of trade secrets in the event of non-compliance with this obligation.

3.3. Your responsibility for your User Account. You are fully responsible and liable for any activities in your User Account after its creation, no matter if authorized or unauthorized or if the MMM Labs Services are provided for you or for your Customers in accordance with Art. 5.4. If you have reasonable grounds to suspect that any unauthorized use of your User Account is taking place, including unauthorized use of any password or account or any other known or suspected breach of security, you are obliged to immediately notify us about such situation. You are also required to cooperate with us in the investigation of these situations, as well as any other suspected prohibited activities as per Art. 3.6.

3.4. Prohibited activities in connection with User Account. You and Authorized Users shall not a) attempt to interfere with or disrupt the User Account in any way, including connecting it with harmful computer program, performing any sort of penetration testing or vulnerability analysis, b) allow access to or use of the User Account by anyone other than Authorized Users, c) use the User Account for purposes that are not in accordance all applicable legal regulations, d) infringing any Intellectual Property connected to the User Account, e) use the MMM Labs Services or User Account for any illegal or fraudulent activity and f) attempt to compromise the security or integrity of any system or network, whether or not connected to the MMM Labs Platform.

3.5. Our rights towards active User Account and Authorized Users. We reserve the right to suspend or terminate your User Account or adjust the access of the Authorized Users if we have reasonable grounds to suspect that prohibited activities as per Art. 3.4. or unauthorized actions are taking place on the User Account.

3.6. Termination of the User Account. Upon termination or withdrawing from the Contract for whatever reason we are entitled to immediately terminate your User Account. You shall also cease all use of MMM Labs Services and make no further use of our Confidential Information, materials or other protected items. We are obliged to erase any Incoming Data connected to the User Account and erase all the Data from it no later than 1 month after the termination of your User Account.

4. Data and MMM Labs Platform

4.1. Onboarding on the MMM Labs Platform. The process starts with the onboarding, consisting of creating a User Account on MMM Labs Platform to gain access to the MMM Labs Services and have the opportunity to manually load Incoming Data. You warrant and represent that you have all necessary rights, licenses, and consents to upload the Incoming Data to the MMM Labs Platform.

4.2. Possible modifications of the Modelling Code and the use of your Data. We reserve the right to modify, update, change, discontinue or terminate the MMM Labs Platform, Modelling Code or their parts. If such modifications require additional software or hardware resources on your part, we will inform you in sufficient advance. Your either anonymized or aggregated Data may be used for such continuous improvement of our MMM Labs Services, especially in connection with the Modelling Code.

4.3. Use of Outgoing Data. You can use the Outgoing Data in any way the Agreement stipulates, including providing them to third parties. We can’t be held liable for unauthorized access, leaks or any other unlawful uses of the Outgoing Data if the Outgoing Data is being exported to a destination outside the MMM Labs Platform upon your request. We also can’t be held liable for any decisions arising out of or in connection with the Outgoing Data as per Art. 10.2.

4.4. Responsibility for the quality of Data. We can’t be held liable for any mistakes, inaccuracies or imperfections of the Data that were not caused by us, especially if these deficiencies are caused by the deficiencies of Incoming Data.

4.5. Protection and storage of the Data. We maintain appropriate technical and organizational measures to store, protect, archive and back-up your Data. We reserve the right to establish or modify them as well as our practices relating to storage and protection of your Data in connection with the development of best practices.

4.6. Back-ups of Data and provision of the back-ups. Your Data hosted on our servers are being backed up every day on different locations. In the event of any damage or loss of your Data, we will use commercially reasonable efforts to restore the Data from the current backup. Also, if you send us a written request no later than upon termination, we will provide you with the most recent back-up of your Data while you reimburse us the reasonable expenses incurred in connection with this action.

4.7. Availability of the MMM Labs Platform. If the MMM Labs Platform is unavailable or interrupted for more than 1 business day or for more than 48 hours in a 1 calendar month period, and such unavailability or interruption is not caused by a third party beyond our control or due to lack of cooperation on your side, you are entitled to receive a pro-rata discount from the Fees for the MMM Labs Services upon your request considering the period of the unavailability or interruption, unless Contract states otherwise.

4.8. Outages of the MMM Labs Platform and Modelling Code. We reserve the right to run planned outages of the MMM Labs Platform and/or the Modelling Code that are necessary for their maintenance and updating. We will be sending information about the outages to the Authorized Users. Such outages do not count towards the unavailability limit specified in Art. 4.7.

4.9. MMM Labs Platform metadata. We may collect and analyse anonymised, non-identifiable data generated through use of the MMM Labs Platform, including model metadata such as dataset summary statistics, number of variables, model parameters, accuracy metrics, run times, convergence rates, configuration parameters, usage metrics such as frequency of logins, features accessed, and session duration and performance data such as response times and error rates. This data is never linked back to you, your Data or your Customers and is used solely to improve the MMM Labs Platform and benchmark model quality.

5. Provision of MMM Labs Services

5.1. Types of provided MMM Labs Services. We provide you with the MMM Labs Services specified in the Contract that can be generally split considering their nature into digital MMM Labs Services, provided through the MMM Labs Platform, and other MMM Labs Services, including implementations, consultations or data modelling services, usually based on time & material.

5.2. B2B provision of digital MMM Labs Services. As our MMM Labs Services are provided in a B2B relationship only and are acknowledging that by entering the Contract you are acting within your business activities.

5.3. MMM Labs Services provided for your Customers. In foreseen cases, we can also provide you with MMM Labs Services where your Customers are the ultimate beneficiaries. In such cases, the provisions of the Terms, mostly considering Authorized Users, Data and/or Fees should be adjusted accordingly in the Contract.

5.4. Prohibition on reselling MMM Labs Services. Unless we provide MMM Labs Services for your Customers and/or we agree accordingly to your situation and your Projects, you can’t resell the provided MMM Labs Services and their outcomes, including Outgoing Data, to any third-party subject.

5.5. MMM Labs Services provided via other companies in SQED Group. Our MMM Labs Services may be provided via another company from the SQED Group. In such cases stipulated by the Contract, these Terms will apply accordingly considering that ScanmarQED will be positioned as a subcontractor while providing MMM Labs Services.

6. Fees and payments for MMM Labs Services

6.1. Fees and their types. The Fees for the provided MMM Labs Services are specified in the Contract and its Annexes. They generally split into 2 parts: consultations Fees and subscription Fees.

6.2. General pricing. If the general pricing is stated on Website, all prices quoted there are indicative, non-binding, do not constitute an offer and do not imply an obligation on our part to enter into the Contract at that price. We reserve the right to change the prices on the Website without prior notice.

6.3. General billing currency. Prices are generally stated in USD, EUR or GBP: however, the currencies may depend on the location from where you are visiting the Website.

6.4. General payment terms. The payment term for invoices is 30 days from the date of issuance unless Contract states otherwise.

6.5. Invoicing the MMM Labs Services. Payments for MMM Labs Services are based on invoices. Invoices for MMM Labs Services including the split of the Fees. The Fees are generally payable in advance according to the agreed billing periods and in the agreed billing currency.

6.6. Delivery of the Invoices. Invoices are sent to you either through MMM Labs Platform or to the e-mail address stated in the Contract. You are obliged to notify us of the herein stated e-mail changes.

6.7. Fees for extra MMM Labs Services. The Contract may provide certain MMM Labs Services limits and Fees for exceeding them as well as some extra MMM Labs Services provided on top. The Fees for exceeding those limits and on-top MMM Labs Services are defined in the Contract. The invoicing of those MMM Labs Services is triggered when such MMM Labs Services occurs.

6.8. Reimbursements of incurred costs. We reserve the right to charge you for direct costs incurred in providing our MMM Labs Services, such as third-party cloud services and data storage required to perform MMM Labs Service obligations. We will always provide you with advance notice of these costs, or at least an estimate, and support them with appropriate documentation, including receipts or invoices.

6.9. Trial Plan and its Fees. You may be granted to time restricted trial Plan, provided solely for your internal evaluation of the MMM Labs Service, that may include limited features of MMM Labs Platform and other restrictions which are alongside with the Fees communicated before the time of activation of the trial Plan.

6.10. Plan upgrades. If you wish to use a Plan of a higher price, the Fees for such upgraded Plan becomes immediately applicable and the difference between the original Plan price and new Plan price shall be invoiced.

6.11. Taxes and commissions. Unless stated otherwise, all Fees on the Website and/or in the Contract do not include any taxes (i.e. VAT), duties, commissions or other amounts imposed by legislation, or any government authority and the invoiced Fees shall be appropriately increased by them.

6.12. Late and missing payments. You are obliged to pay all the invoices sent within their due dates. If you are late with any payment, we may request, and you are obliged to pay a late payment interest of 0.1% from the invoice total invoice value per each started day of the delay. Then if you are more than 5 days late with any payment, we have the right to suspend / reduce the provision of our Services, including limiting your access to the MMM Labs Platform. Finally, if you are more than 1 month late with your payment, we have the right to terminate the Contract immediately, without prejudice to our right to require you to pay for already invoiced MMM Labs Services, including late payment interest.

7. Duration and termination of the Contract

7.1. Duration of provision. The Contract is generally for a fixed term as it sets out the Duration of provision during which the MMM Labs Services will be provided and during which the Contract can’t be terminated for convenience unless agreed otherwise in writing. If the Duration of provision is not specified, then the Contract is concluded for an indefinite term.

7.2. Continuation of the Contract after expiration. Unless the Contract specifies differently, once the Duration of provision expires, the Contract will automatically continue as a rolling contract for an indefinite period unless either you or we decide to end it. Either party may terminate it for convenience by providing the other party with at least two (2) months’ prior written notice. Termination shall take effect at the end of the applicable notice period.

7.3. Mutual termination of the Contract. As the contracting parties we can always agree that we will terminate our Contract. If so, we will need to conclude and signoff the amendment of the Contract as the Contract can be adjusted only by such amendments.

7.4. Termination by us. If a breach of the Contract occurs from your side, we will firstly send you notify you of such breach in written. If you do not provide a remedy for such breach within 10 days after the receipt of the notification, then we can terminate our Contract without any notice period. However, we have the right to terminate our Contract right away without any notice period either if you are on trial Plan or if you are in significant breach of our Contract. Such can occur especially in the situations where you are conducting any prohibited activity in connection with the User Account (Section 3), you are significantly late with the payment for our MMM Labs Services (Section 6), if you are violating our Intellectual Property (Section 8) or as foreseen by the Data Processing Agreement (Annex 1). We may also terminate the Contract if you declared bankruptcy, or you are in insolvency.

7.5. Termination by you. During the Duration of provision, you can unilaterally terminate the Contract only if material breach of the Contract occurred from our side and you notified us about the breach without undue delay already with the request to exercise this right. You have the burden of proving that the breach was material – generally, a breach is material if we knew or should have known about it when we entered into the Contract, which you would not otherwise have entered into. Any other breach, including the unavailability of the MMM Labs Platform Service, may be deemed to be only immaterial breaches, entitling you to seek only a pro rata discount from the Fees for the MMM Labs Platform Service or remedy the breach.

7.6. Continuation of rights after termination. The provisions of the Contract which in nature are to survive the termination of the Contract, such as Confidential Information protection or Marketing Support cooperation shall remain in full force and effect even after the termination of the Contract.

8. Intellectual Property provisions

8.1. License to the Data. If you consider the Data as your intellectual property, you grant us a non-exclusive, territorially and temporally unlimited and free-of-charge license to such Data to provide the requested MMM Labs Services and use it for possible modifications of the MMM Labs Services.

8.2. License connected to the MMM Labs Platform. As most of our MMM Labs Services are provided through the SaaS platform, no rights or licenses to the MMM Labs Platform other than the right to use it is being transferred to or provided to you. Also, if we modify MMM Labs Platform based on your Data or your other Intellectual Property, we may freely use such modified MMM Labs Platform without any rights or claims arising on your side. If the applicable legal regulation requires license for such action, then you grant us with a non-exclusive, territorially and temporally unlimited and free-of-charge license and consent to the use, modification and incorporation of your Intellectual Property into the MMM Labs Platform.

8.3. License to the Modelling Code. If you require a license for the provision of MMM Labs Services, we grant you a non-exclusive and territorially unlimited license and consent to use the Modelling Code for the purpose of using the MMM Labs Services by the Client, solely for the Duration of provision.

8.4. Indemnification for IP breach on MMM Labs Platform. We agree to indemnify, defend, and hold you harmless in case of any allegation that our MMM Labs Platform and the intellectual property we used to build it infringe or violate third-party IP rights.

9. Personal Data Processing and Data Processing Agreement

9.1. Privacy Policy. We may process some personal data. Details on how we are doing are described in the Privacy Policy, available on our Website.

9.2. Data Processing Agreement. As we may process personal data on your behalf, an integral part of the Contract and Annex No. 2 to it is the Data Processing Agreement.

10. WARRANTIES & DISCLAIMERS & DEFECTIVE PERFORMANCE RIGHTS

10.1. Warranty of functionality of digital MMM Labs Services. If the MMM Labs Services are provided in digital manner, they shall be provided materially in accordance with their description as per the Contract with due skill and care. MMM Labs Services are provided “AS-IS” and “AS AVAILABLE” without warranties of any kind, either express or implied. To the maximum extent permitted by applicable law, we disclaim all implied warranties, including warranties of merchantability, fitness for a particular purpose and non-infringement. If not stipulated in the Contract, we do not warrant that the MMM Labs Services will be uninterrupted, error-free or secure, or that they will meet your requirements. We have no warranty or liability for defects in the MMM Labs Services which were already existent at the Start Date, and we are not accountable for such defects. We have no warranty and liability for nonperformance or defects of the MMM Labs Services if you are on the trial Plan or any other free-of-charge Plan.

10.2. WARRANTY ON YOUR DECISIONS BASED ON MMM LABS SERVICES. WE HAVE NO WARRANTY AND LIABILITY FOR ANY CLAIMS, LOSSES, OR DAMAGE CAUSED BY ERRORS OR OMISSIONS IN ANY INFORMATION IN CONNECTION WITH THE PROVISION OF MMM LABS SERVICES, NO MATTER IF FOR YOU AS OUR CLIENT OR FOR YOUR CUSTOMERS. WE HAVE NO WARRANTY AND LIABILITY FOR ANY DAMAGES ON YOUR SIDE ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE MMM LABS SERVICES OR IN CONNECTION WITH THE DECISIONS MADE BY YOU AND/OR YOUR CUSTOMERS BASED ON THE DATA FROM THE MMM LABS SERVICES.

10.3. Your rights from our immaterial breach of the Contract. If, in the light of the abovementioned warranties and disclaimers, we should breach our Contract in an immaterial way, you have the rights in accordance with the applicable laws to primarily request remedy of the breach or secondary, if such breach proves to be beyond repair or we notify you that we will not remedy the breach, to receive a proportionate, pro-rata discount on the Fees you paid for the respective MMM Labs Services that is in breach of the Contract. You need to notify us about such breach without undue delay after notification of the breach, already with the request to exercise your right from the immaterial breach. This is without prejudice to Art. 4.10.

10.4. No waiver of our rights. No failure or delay in exercising any our right under this Contract shall constitute a waiver of that right.

10.5. Assumption of the changed circumstances. Both we and you are assuming the risk of a change in circumstances, which means that neither of us may exercise the right to require the other party to renegotiate the Contract as a result of a material change in circumstances, even if it is proven that the material change in circumstances was not reasonably foreseeable or within our control and that the change occurred after the Contract was entered into or came to the attention of the affected party after the Contract was entered into.

10.6. Force Majeure. Neither of us shall be liable for any delay in performance or non-performance of its obligations under the Contract or for damage or penalties otherwise valid, if the delay or non-performance resulted from an event of force majeure. Force majeure can be in our case especially electricity shortages, major cyber-attacks on infrastructure connected to provision of MMM Labs Services and/or major changes in the legislation valid at the Start Date, however, these are without limitation strong storms, floods and other natural disasters, traffic delay, vandalism, terrorism, sabotage or riots.

11. Confidential Information

11.1. Obligation of Confidentiality. By virtue of the Contract, we may have access to each other’s Confidential Information. During the Duration of provision and for a period of 3 years after termination of the Contract, neither of us shall make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purposes other than exercising its rights and performing its obligations under this Contract. We both shall take all reasonable steps to ensure that the other’s Confidential Information is not disclosed or distributed in violation of this Contract, but in no event will either party use less effort to protect the Confidential Information of the other party than it uses to protect its own Confidential Information of like importance. Confidential Information may be disclosed as required by any governmental agency if such obligation ensues from the relevant law, provided that before disclosing such information the disclosing party provides the non-disclosing party with an advance notice.

11.2. Our Confidential Information. That includes, without limitation, all the commercial and technical information relating to the MMM Labs Services, MMM Labs Platform and the Modelling Code, methods, processes and know-how relating to the MMM Labs Services, and any software used in relation to the MMM Labs Services, whether in source or executable code, documentation, non-public financial information, pricing other than pricing publicly disclosed on the Provider’s website, business plans, techniques, methods, processes, and the results of any performance tests of the MMM Labs Services.

11.3. Your Confidential Information. That includes, without limitation, the details of the User Accounts and the Incoming Data.

11.4. Exclusion from Confidential Information. Confidential Information shall not include information that is or becomes publicly known through no act or omission of the receiving party, either it is us or you, or was in the receiving party’s lawful possession prior to the disclosure or is independently developed by the receiving party and such independent development can be supported by written evidence.

12. Changes & amendments of the Contract

12.1. Amendments, inconsistencies, application precedence, severability. The Contract may be amended only by a written agreement, signed off both by you and us or other contracting party from ScanmarQED Group with the exception of our right to unilaterally modify the Terms as per Art. 12.2. of these Terms. If there is any inconsistency between the Contract and these Terms, the Contract shall prevail to the intended extent. That also applies if the Contract contains specific deviations from these Terms and the numbering of the Terms is changed – in such case, the deviation shall apply to the provision that is closest in content to the original provision from which the deviation was taken. Finally, if any provision of the Contract is or is founded as invalid or unenforceable, this provision will be replaced by a valid and enforceable provision designed to give effect to the maximum extent permissible of the original intent while other provisions shall remain in effect.

12.2. Our right to unilaterally modify the Terms. We reserve the right to unilaterally modify the Contract by modifying these Terms. In such case, we will display the modified text of the Terms on our Website and also send you a notification to the e-mail address stated in the Contract, announcing this change with the link to the modified Terms. The modification of the Terms and thus modification of the Contract becomes effective on the 15th day after the notification was sent unless a longer period is stated in the modified Terms. If you do not agree with the modification, you can refuse it via written clear affirmative action, including replying to the notification delivered to us before the modified Terms becomes effective. If you do that, the Contract will last for its remaining Duration Period with the original Terms and will be terminated upon its expiration.

13. Other & miscellaneous provisions

13.1. Governing law. The Contract and any relationship arising from it shall be governed by the laws where the contracting party from the ScanmarQED group is established, including the options of laws of Illinois, the Netherlands, the United Kingdom or the Czech Republic.

13.2. Disputes. We both agree that we will try to resolve all our disputes as amicably as possible and by agreement of both parties. In those cases where we are unfortunately unable to do so, no matter if regarding our relationship, rights and obligations arising from the Contract or the performance of the Contract, such disputes shall be resolved by competent courts with respective jurisdiction on the contracting party from the ScanmarQED Group.

13.3. Electronic & distant communication. We are communicating remotely via email, MMM Labs Platform or other videoconference tools. The Contract is usually also concluded via electronical means. Also, wherever in these Terms we mention that you or we need to notify each other in writing, the electronic form is fully sufficient.

13.4. Feedback. You can always reach us with any feedback, including comments and suggestions for improvements relating to the provided MMM Labs Services. You can do this via e-mail, the MMM Labs Platform or any other way that suits you.

13.5. Marketing Support. For the Duration of Provision and for 3 years after the termination of the Contract, you grant us, free of any charge, the right to publish your corporate name, brand and logo on Website and/or our other presentations and marketing materials, together with the information that you are/was our Client. If we agree to this, you may participate in Client case studies organized by us.

13.6. Effective Date. These Terms are in effect from the date mentioned in their header. From that date, they are also replacing the previous version of these Terms, if not agreed otherwise with the respective Client.

13.7. Data Processing Agreement as Annex No. 2. The Data Processing Agreement, available here, is an integral part of the Contract and forms Annex No. 2 to the Contract.

Contact us

If you have any questions about this Agreement, please contact us.