Terms and conditions

KiloMayo s.r.o. is a company with its registered office at Pštrossova 191/22, Nové Město, 110 00 Prague 1, Czech Republic, registered in the Commercial Register maintained by the Municipal Court in Prague under the file no. C 392573, ID No. 19841698 (“KiloMayo"). These Terms and Conditions contain the terms and conditions that govern your access to and use of the KiloMayo Services and form a binding agreement between the KiloMayo entity (“we”, “us” or “our”) and you or the entity that is entering into the legal agreement for the Services with us in a manner anticipated in Section 2 below (“you” or “Customer”).

  1. Description of Services

    1. We provide Software as a Service (“SaaS”) solution that is accessed through our proprietary software “360 ERP System KiloMayo” (“Software”) accessible at www.kilomayo.com and that consists of various solutions, plugins and applications (“Modules“) for management of gastronomy and hospitality establishments including restaurant operations management, transaction processing, ordering and warehouse logistics, management of staff and guests, mailings and marketing campaigns, data reports, and POS systems (“Services”). The Services are provided on a subscription basis for a minimum monthly subscription term.
    2. Unless otherwise agreed in writing with KiloMayo, your agreement with KiloMayo will always include, at a minimum, the Terms and Conditions set out in this document (the “Terms”).
    3. Your agreement with KiloMayo will also include all subscription rates and payment terms applicable to the Services/Modules chosen by you (the “Payment Terms”). The Payment Terms, including any related additional terms applicable to your subscription, are published on KiloMayo website, or are otherwise made available to you either within, or through your use of, the Service you subscribe to. If you enter into a separate binding purchase order with us for the provision of the Services (each an “Order”), these Terms will be also incorporated into the Order and the Order will define your subscription term, scope of the Services, fees and Payments Terms for the Services and any other specific terms that may apply to your use of the Services.
    4. The use of some Modules may be subject to specific terms and conditions (“Specific Terms”) which are further described in Section 16 below. If you use such Modules, you agree with these Specific Terms.
    5. If there is any conflict between the Order, the Specific Terms and these Terms, the documents will take precedence in the following order: the Order, then the Specific Terms, then these Terms.
    6. These Terms, together with the Payment Terms, the Order (if applicable) and the Specific Terms (if applicable), form a legally binding agreement between you and KiloMayo in relation to your use of the Services (the “Agreement”). It is important that you take the time to read them carefully.

  2. Accepting the Terms

    1. If the person accepting these Terms is doing so on behalf of the Customer, such person represents that he or she has the authority to bind the Customer to these Terms. If you do not have such authority, or if you or the Customer do not agree with these Terms and Conditions, you must not accept this agreement and Customer may not use the services. By accepting the Order or using the Services, Customer agrees to be bound by these Terms.

  3. Language of the Terms

    1. The Terms are provided in English. If we have provided you with a translation of the Terms, you agree that the translation is provided only for your convenience, and that the English language version of the Terms will govern your relationship with us.

  4. Provision of the Services

    1. In order to provide the best possible experience for its users, we are constantly innovating the Services. This is why the Services may change from time to time without prior notice but such change will not result in material degradation of the Services. We reserve the right to cease providing any of the Modules; if you have pre-paid such Module, we will, as your sole and exclusive remedy, refund to you pro-rata the corresponding fees for Module(s) already paid by you equivalent to the part or remainder of the term in which you will not use the Module(s). Further, we may suspend the Services, without notice to you if (i) any payment is delinquent by more than thirty (30) days, or (ii) you breach any provision of these Terms.

  5. Your use of the Services

    1. To access the Services, you or your individual end-users will be required to register into the our platform and provide identification, contact or similar details as part of the registration process for the Services or as part of your continued use of the Services.
    2. You agree to use the Services only for purposes that are permitted by (A) the Terms; (B) any applicable law, regulation, generally accepted practices, or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the EU, the United States or other relevant countries).
    3. You agree not to access (or attempt to access) any of the Services by any means other than through the interface that is provided directly or indirectly by us, unless you have been specifically allowed to do so in a separate written agreement with us.
    4. You agree that you will not engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services). In particular, you agree not to engage in the following acts or cause or permit others to do so:
      1. Use the Services (as defined below) to violate applicable law or the Terms;
      2. Permit a third party to access the Services except your affiliates permitted pursuant to an Order or otherwise approved by the us;
      3. Sell, resell, rent, lease, distribute, assign or otherwise transfer the rights to the Services;
      4. Modify, translate, or create derivative works of the Services except as permitted by us;
      5. Use Services for timesharing or service bureau purposes or otherwise for the benefit of a third party;
      6. Remove, obscure or alter any proprietary rights notices (including copyright and trademark notices) which may be affixed to or contained in the Services or their outputs;
      7. Copy, frame, or mirror any part or content of the Services;
      8. Reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services or Software;
      9. Access the Services in order to build a competitive product or service, or copy any features, functions or graphics of the Services;
      10. Create any link to the Services or frame or mirror the content contained on, or accessible from, the Services;
      11. Use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights or copyright;
      12. Use the Services to knowingly upload, store, transmit or distribute material containing software viruses, worms, Trojan horses or other malicious code, files, scripts, agents or programs that may damage the operation of the Services or third-party’s computer, property of information;
      13. Interfere with or disrupt the integrity or performance of the Services or third-party data contained therein;
      14. Perform any simulated attack, penetration test, denial of service simulation or similar vulnerability test or scan of the Services; or
      15. Attempt to gain unauthorized access to the Services or their related systems or networks or unauthorized access to a third-party account or content created by or for our another customer.
      16. engage in any activity that may amount to the misuse of the Services or that seeks to circumvent the Services’ terms. For example, if we provide you with any portion of the Services as part of a trial, proof of concept (POC) or pilot, you may not engage in any excessive use of that portion of the Services, beyond what is permitted by the trial, POC or pilot of the Services (and as advertised for that portion of the Services at the time of the relevant promotion). We reserve the right to limit your activity on any of its trial, POC or pilot Services for any reason and without notice.
    5. The Services can be used by you only for your own internal business purposes. You may not use the Services for the benefit of any third parties not explicitly approved by us.
    6. You acknowledge that additional third-party fees (such as internet service provider fee, third-party add-on fee or similar) may apply in connection with your use of the Services. Additional third-party fees are payable by you directly to the relevant third party and the relevant third party receiving such additional fees is responsible for the processing of such fees. You agree that you are solely responsible for payment of such fees or for maintaining appropriate level of funds where applicable. We have no responsibility to you or to any third party for payment of any such fees or for unavailability of Services due to your failure to do so.
    7. You acknowledge that use of the Services in breach of this Section 5 will be considered a material breach of the Agreement, with all consequences resulting therefrom.
    8. You agree and understand that you and your end-users are responsible for maintaining the confidentiality of passwords or other login credentials associated with any account you use to access the Services. Accordingly, you agree that you will be solely responsible for all activities that occur under your account.
    9. If you become aware of any unauthorized use of your password or of your account, you agree to notify us immediately.

  6. Fees and taxes

    1. The Services are provided by us for consideration.
    2. You can pay for the Services either by entering your payment card information, or by any other means as published, from time to time, on the Services website. If you conclude an Order with us, we will issue an invoice for the Services which will be due within 14 days from the invoice date unless agreed otherwise in the Order.
    3. If you sign up for the Services online in the user interface for the Service, you agree that you will be charged periodically by KiloMayo pursuant to the payment conditions specified at checkout. In addition, you expressly acknowledge and agree that the initial price may change if you upgrade or change your subscription plan within the Service e.g., if you add any new Modules to your subscription. You will always be informed about the price modification prior to making the upgrade or changing your subscription.
    4. If you enter into an Order with us, the fees applicable to your use of the Services will be set forth in your Order which will also set forth the Payment Terms. We will invoice you for the Services, and you agree to pay the applicable fees, in accordance with the terms on the Order. Except as otherwise specified in these Terms or in the Order, fees for the Services will be charged upfront for an annual term. Payment obligations are non-cancelable, and fees paid are non-refundable, and quantities purchased cannot be decreased during the relevant subscription term stated on the Order.
    5. If any undisputed invoiced amount is not received by us by the due date, then without limiting our rights or remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower.
    6. Fees for the Services as specified at checkout or in the Order (as applicable) exclude any and all applicable taxes, levies, duties or similar governmental assessments of any nature and similar fees (other than taxes solely based on our profit) now in force or imposed in the future on provision of the Services, including any sales, use or value added taxes, services tax or withholding tax, and you shall be responsible for payment of all such taxes and fees.
    7. No party shall have any right of holdback or set-off against any claims of the other Party under or in connection with the Agreement.
    8. We are not responsible for the payment processing provided by any third party.

  7. Customer Data

    1. You retain ownership, copyright and any other intellectual property rights you hold in any electronic data, information, content or material that has not been publicly available and is submitted by you or on your behalf, to the Services or is collected and processed by you or on your behalf, through the Services (“Customer Data”). For the purposes of these Terms, Customer Data shall include any third-party data submitted by you through the Services. You are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright, where aplicable, of Customer Data, including where applicable, for obtaining the necessary authorizations to use Customer Data.
    2. You grant us a non-exclusive, worldwide, terminable at will, and royalty free license during the term to use Customer Data only to the extent necessary to provide the Services, including responding to service or technical problems with the Service. This license includes the right to access and use Customer Data in the manner permitted by these Terms.
    3. Our responsibility with respect to Customer Data. We will not edit, delete, or disclose the contents of Customer Data unless authorized by you or unless we are required to do so by law or in good faith belief that such action is necessary to: (i) conform with applicable laws or comply with legal process served on us; (ii) protect and defend our rights or property; (iii) enforce the Agreement. We may collect, generate, use and disclose: (a) user statistical information such as usage or traffic patterns in aggregated form, or (b) other quantitative data derived from your use of the Service for industry analytics, benchmarking, analytics, marketing and other business purposes in support of the provision of the Services, but the information will not include personal data. We assume no responsibility for the deletion, correction, destruction, loss, infringement or failure of the Services to store any Customer Data that is caused other than by our own negligence or breach of our obligations under these Terms. Our sole obligation in the event of data loss shall be to use commercially reasonable efforts to restore Customer Data. To the extent Customer Data include personal data, we will protect them and process them in accordance with the Data Processing Agreement that is incorporated in the Agreement by reference.

  8. Proprietary rights

    1. You acknowledge that we (or our licensors) own all legal rights, title and interest in and to the Services, including any intellectual property rights which subsist in the Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
    2. These Terms are not a work made-for-hire agreement with regard to either party. Subject to the limited rights expressly granted hereunder, we reserve all rights, title and interests and all related intellectual property rights in and to the Services, reports generated through the Services and related documentation and any and all underlying Software, including modifications and derivatives created by us, databases, including data models, structures, data and aggregated statistical data contained therein. For the avoidance of doubt, if any reports or similar outputs from the Services generated by you through the use of the Service include our trade name, trademark, service mark, logo, domain name or our other distinctive brand features, their use in connection with that report is permitted and Section 5.4 f) shall apply.

  9. License from us

    1. We grant you a royalty-free, non-assignable and non-exclusive right and license to access and use the Services, on a subscription basis, for the term and in the scope agreed in the Agreement. Any Services unused during your subscription term (including but not limited to situations where you do not use the prepaid Services in full scope or if you do not use the prepaid Services for the full duration of the subscription term) shall expire at the end of the subscription term and cannot be transferred to consecutive terms or be refunded.
    2. When using some Modules, you may generate reports and/or other deliverables through your use of such Module(s). We grant you a royalty-free, perpetual, non-assignable and non-exclusive right and license to access and use, reproduce, display, distribute, and create derivative works of, any reports or other deliverables that you generate through your use of the Services. This is without prejudice to your ownership of Data, where such Customer Data is included in the reports and/or other deliverables generated through the Services.
    3. The license granted in this Section 9 is for the sole purpose of enabling you to use and enjoy the benefits of the Services as provided by us, in the manner permitted by this Agreement. You may not use the Services for the benefit of any third parties unless they are explicitly approved by us. You acknowledge that this is a SaaS agreement and that (A) the Software is not sold, and (B) we will not be delivering copies of the Software to you as part of the Services.

  10. Feedback

    1. You may choose to share any ideas, feedback or suggestions regarding the Services (“Feedback”) with us. To the extent you provide any Feedback to us, you hereby grant us a non-exclusive, perpetual, irrevocable, royalty-free, worldwide right and license (with the right to grant sublicenses) to use, make, sell and otherwise exploit in any manner such Feedback without payment of any compensation to you.

  11. Term and Termination

    1. The initial subscription term is indicated in the Services interface through which you purchased the Services or in the Order. The minimum subscription is one month. Your subscription will automatically renew for successive renewal terms of the same length as the initial subscription term, unless one of the parties provides written notice to the other party of its intent not to renew at least thirty (30) days prior to expiration of the pending term. Automatic renewal is not contingent upon us providing written notification of the applicable fees for each term.
    2. During the initial or any renewal term, each party may only terminate the Agreement for reasons stipulated in Section 11.3.
    3. Each of the parties may at any time terminate the Agreement if (A) the other party has materially breached any provision of the Agreement and failed to cure the breach (where such breach is capable of being cured) within a reasonable cure period provided by the other party, or has acted in a manner which clearly shows that it does not intend to or is unable to comply with the terms of the Agreement; or (B) a party is required to do so by law (for example, where the performance of the Agreement is or becomes unlawful); or (C) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In addition, we may at any time terminate the Agreement if (D) we are transitioning to no longer providing the Services to users in the country in which you reside or from which you use the Services; or (E) the provision of the Services to you by us, in our opinion, no longer commercially viable. For the purposes of the Agreement, your failure to make timely payments under the Agreement will be considered a material breach of the Agreement if the due amount remains unpaid (fully or partially) more than 60 days after the payment due date. In the event you terminate the Agreement for a material breach committed by us as described in (A) above, or if we cease to provide any part or all of the Services during the Agreement term for reasons stipulated in (D) or (E) above, you shall not be required to make any payments for Services beyond the date of when you terminated the Agreement or when we cease to provide the Services (as applicable). In the event you prepaid the Services, we shall in such cases refund the pro-rata proportion of any pre-paid fee.
    4. All provisions of the Agreement which by their nature should survive termination or which may reasonably be interpreted or construed as surviving the termination, will survive such termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers and limitations of liability. Termination of individual Orders shall not affect other pending Orders.

  12. Warranties and Exclusions

    1. We warrant that the Services will perform substantially and materially in accordance with the functions described in the user documentation under normal use and circumstances by authorized users of the Services, in accordance with these Terms and our Service Level Agreement.
    2. Except as expressly stipulated otherwise in these Terms, the Services are provided “as is” and we, our subsidiaries and affiliates, and our licensors give no warranty with respect to them.
    3. In particular, we, our subsidiaries and affiliates, and licensors do not represent or warrant to you that (A) your use of the Services will meet your requirements; (B) your use of the Services will be uninterrupted, timely, secure or free from error; and (C) that defects in the operation or functionality of any Software used to provide the Services will be corrected.
    4. NO CONDITIONS, WARRANTIES OR OTHER TERMS (INCLUDING ANY IMPLIED TERMS AS TO SATISFACTORY QUALITY, FITNESS FOR PURPOSE, MERCHANTABILITY OR NONFRINGEMENT) APPLY TO THE SERVICES EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY SET OUT IN THE AGREEMENT.
    5. Nothing in the Terms shall affect those statutory rights that you cannot contractually agree to alter or waive.
    6. The Services are accessed using a web browser and their compatibility is only guaranteed with the then-current version and one immediately preceding version of the following web browsers: Google Chrome, Firefox, Microsoft Edge, Apple Safari. If you choose to generate reports when using the Services, you may also choose to download them in a standard format such as csv., pdf, xml. or .xlsx. To read such downloaded files, you may be required to install additional software allowing you to open such files.
    7. Early Access. Upon your request, we may enable you to access a dedicated section on our platform with Services features and functionalities that are in development and/or testing phase and are not released as a part of the commercial Services offering (“Early Access Services”). You understand, acknowledge and agree, that: (i) we may discontinue and stop providing any Early Access Services at any time at its discretion and without prior notice to you, (ii) the Early Access Services may contain bugs, defects and errors and we have no obligation under these Terms or otherwise to correct any bugs, defects or errors in the Early Access Services or otherwise to support or maintain the Early Access Services and to the extent permitted under applicable law shall not be liable to you for any loss or damage arising from or connected with your use of the Early Access Services; (iii) the version of the applicable Early Access Service feature that we may make commercially available following the early access phase (“Commercial Release”) may or may not, based solely on our discretion, contain the functionality or functions originally included in the Early Access Services, and the Commercial Release may contain functions and functionality, and perform in a manner significantly different from the Early Access Services features and functionalities made available to you; (iv) Customer Data submitted to Early Access Services may not be secured and Schedule B hereto shall not apply to Early Access Services; and (iv) the performance of the Early Access Services is not subject to Schedule A – Service Level Agreement. Accordingly, the use of and any research or development performed, or business plans made by you regarding, or in reliance upon, the Early Access Services are entirely at your own risk.
    8. AI-Generated Content. Certain features of the Services use third-party generative AI Solutions, i.e., automated tools that provide information or generate text based on their programming and training data. You acknowledge that any content you generate by using such third-party AI Solutions: (i) may contain incorrect elements, including but not limited to biases and/or offensive language; (ii) is based on the data and programming used to train the model; this means that third-party generative AI Solutions, its licensors and we assume no liability for any content generated by third-party AI Solutions and any use or publication thereof.

  13. Indemnification

    1. We will defend any action brought by a third party against you to the extent that the action is based on a claim that the Service provided by us to you, and as used within the scope of these Terms, directly infringes such third party’s intellectual property rights, and we shall hold you harmless from any liability for any costs and damages ordered by a court as a result of such action or resulting from a monetary settlement thereof, provided that (A) you notify us promptly in writing of the action (and all prior claims relating to such action), (B) we are given sole control of the defense and all negotiations for settlement or compromise of the action provided it releases you of all liability, and (C) you reasonably cooperate with us in such defense, including without limitation making available to us all relevant documents and other information in your possession and by making your personnel available to testify or to consult with us or our attorneys. The claims against us based on this Section can be brought within one (1) year from the expiry or termination of this Agreement.
    2. You shall defend us against any claim, demand, suit or proceeding made or brought against us by a third party alleging that your (i) uploading, provision, or use of any Customer Data (including any third-party content submitted by you through the Services) and/or (ii) use of the Services is in breach of these Terms, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify us for any damages, attorney fees and costs incurred in connection therewith; provided we promptly give you written notice of the claim, demand or notice of suit or proceeding brought against us (provided that you may not settle the claim against us unless it releases us of all liability) and provide you with reasonable assistance at your expense.
    3. We will have no liability or obligation with respect to any infringement or misappropriation claim based upon: (A) any use of the Services not in accordance with the Agreement or for purposes not intended by us, (B) any use of the Services in combination with other products, equipment, software or data not supplied by us, (C) any modification of the Services made by any person other than us where such modification is not authorized by us, or (D) any use of the Services other than the most current version made available to you.
    4. If the Services are likely to become the subject of an infringement or misappropriation claim, we may, at our sole option and expense, either: (A) procure for you the right to continue to use the said Services pursuant to these Terms; or (B) replace or modify said Services to make them non-infringing; or (C) terminate the applicable Order and your right to use the Services, and refund to you any unused pre-paid fees for said Services as of the date of termination. SECTIONS 13.1, 13.3 AND 13.4 STATE OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT AND MISAPPROPRIATION CLAIMS AND ACTIONS BASED ON ANY SERVICES OR PRODUCTS PROVIDED BY US.

  14. Limitation of liability

    1. Nothing in the Agreement shall exclude or limit our liability for losses which may not be lawfully excluded or limited by applicable law.
    2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHATEVER THE LEGAL BASIS FOR THE CLAIM, WE WILL NOT BE LIABLE FOR ANY INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES), DAMAGES FOR LOST PROFITS OR REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION) DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE AGREEMENT, INCLUDING, WITHOUT LIMITATION, OUR PERFORMANCE OR FAILURE TO PERFORM.
    3. Except for liabilities arising out of our indemnification obligations hereunder, our liability for damage incurred by you as a result of or in connection with the Services shall be limited to direct damages and shall not exceed the amount paid or payable by you to us for the Services giving rise to that liability during: a) the last twelve months before the occurrence of our liability (or amount corresponding to a twelve-month Service fee, as applicable), if you subscribed to the Services on at least one year (12 months) subscription basis; b) the last three months before the occurrence of our liability (or amount corresponding to a three-month Service fee, as applicable), if you subscribed to the Services on a monthly basis. The parties agree that this limitation reflects the damage that can be foreseen at the time of conclusion of the Agreement between you and us, taking into account all circumstances the parties know or should know while exercising due care and that can arise from a breach of our obligations under these Terms.

  15. Confidentiality

    1. Definition of Confidential Information. As used herein, “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Except as expressly authorized, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. However, Confidential Information shall not include any information that (A) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (B) was rightfully in its possession or known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (C) is rightfully received by a third party without breach of any confidentiality obligation;(D) was independently developed by employees of Receiving Party; or (E) is required to be disclosed in order to enforce these Terms or pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance written notice to the Disclosing Party to the extent legally permitted).
    2. Both Parties hereby agree, during the term of the Agreement and for a period of three years thereafter, to maintain as confidential all material, non-public Confidential Information, which it learns about the Disclosing Party as a result of its respective performance under these Terms and, except as may be required by applicable law or regulation, to refrain from disclosing any Confidential Information to any third party and to disclose such Confidential Information only to those agents, employees, representatives and professional advisors of the Receiving Party and/or its affiliates who have a need to know such Confidential Information for purposes of the Agreement.
    3. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

  16. General provisions

    1. Any changes to the Agreement shall be made by a written amendment and shall be effective once both parties have signed such amendment.
    2. The Agreement constitutes the entire agreement between you and us and governs your use of the Services (excluding any services which we may provide to you under a separate written agreement), and completely replaces any prior agreements between you and us in relation to the Services.
    3. The Agreement, and your relationship with us under the Agreement, shall be governed by, and construed and enforced in accordance with, the laws of the Czech Republic, without regard to conflict of law principles thereunder, and the parties agree to submit to the jurisdiction of the courts of the Czech Republic to resolve any legal matters arising from the Terms. Notwithstanding this, you agree that we shall still be allowed to apply (A) for payment orders (or otherwise enforce payment for Services provided under the Agreement) in the jurisdiction in which you have your registered seat or principal place of business, and (B) for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
    4. You agree that we may provide you with notices by email or regular mail; technical notices may be posted on the Services website. All legal notices addressed to us shall be in writing and shall be sent via certified or registered mail (with a copy sent via e-mail), return receipt requested, or overnight courier service. Notices shall be addressed to KiloMayo s.r.o., Pštrossova 191/22, Nové Město, 110 00 Prague 1, Czech Republic, and an e-mail copy to kilomayo@kilomayo.com.
    5. We and our affiliates may identify you as KiloMayo's customer and display your company name and/or logo in our marketing materials (including but not limited to those published on websites and social media platforms) and in the course of our sales and promotional activities. We may also disclose your company name in connection with any survey or benchmarking study that we perform. With your approval, we may also issue a press release or customer success story identifying you as our customer and describing your utilization and benefits that you receive from the use of our Services. The content of any press release or published success story shall be subject to your prior approval.
    6. During the term of the Order and or a period of 6 months following the termination or expiration of the Agreement (the “Restricted Period”), neither party shall solicit the employment of or otherwise entice away from the employment of the other party any individual employee or independent contractor employed or engaged by such other party during the Restricted Period without the prior written consent of such party. Nothing in this Section 16.7 shall restrict a party from (A) making any general solicitation of employment that is not specifically directed at any employee of the other party; or (B) hiring any employee of the other party following a reverse solicitation by that employee. This Section will not apply in the event we should cease conducting all business operations.
    7. You understand and acknowledge that we may be subject to laws and regulations that prohibit export or diversion of certain software and technology to certain countries (“Export Laws”). You will comply with the Export Laws in effect from time to time as they relate to all aspects of these Terms and our Services and Software.
    8. Except for performance of a payment obligations, neither party will be responsible for any failure to perform or delay in performing any of its obligations under the Terms where and to the extent that such failure or delay results directly or indirectly from an event beyond such party’s reasonable control.
    9. The parties agree that if one of them does not exercise or enforce any legal right or remedy which is contained in the Terms (or which such party has the benefit of under any applicable law), this will not be taken to be a formal waiver of such party’s rights and that those rights or remedies will still be available to it.
    10. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of the Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.
    11. Neither Party may assign any of its rights nor delegate any of its duties under these Terms without the prior written consent of the other Party, which consent will not be unreasonably withheld, provided that we may use independent service providers/contractors to deliver Services. Any unauthorized assignment of these Terms will be null and void. Notwithstanding the foregoing, either party may assign these Terms in its entirety (including Orders, and Annexes), without consent of the other Party, to the acquiring person in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party. A Party’s sole remedy for any purported assignment by the other Party in breach of the paragraph shall be, at the non-assigning Party’s election, termination of the Agreement upon written notice to the assigning Party. Subject to the foregoing, these Terms shall bind and inure to the benefits of the Parties, their respective successors and permitted assigns.
    12. Sometimes when you use the Services, you may (as a result of or through your use of the Services) use a service or download a piece of software or purchase goods, which are provided by another person or company. Your use of these other services, software or goods may be subject to separate terms between you and the company or person concerned. If so, the Agreement does not affect your legal relationship with these other companies or individuals, and you remain responsible for complying with the terms of use of such third party' services, software or goods. If you use third parties' services, software or goods while using the Services, you declare that you act in compliance with their terms of use.
    13. If you use the following Modules, you also agree with the Specific Terms applicable to the use of such Modules, which are incorporated to these Terms.