End User License Agreement

This End User License Agreement (“Agreement”) is a binding legal document between You and Optechain, a corporation duly organized and operating under the laws of Greece, with registration number: 155921701000, VAT ID: EL801396653, having its principal place of business at 45 Chrysostomou Smyrnis Str, GREECE, including its affiliates (hereinafter the “Supplier”), that sets forth the terms, conditions, rights, and obligations that govern Your use of the Optehub Digital Signage Platform (defined below).

You and Supplier are individually referred to herein as a “Party” and collectively as “the Parties”.

PLEASE ENSURE THAT YOU HAVE READ THE ENTIRE AGREEMENT CAREFULLY.

IF YOU ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT CLICK “I AGREE” WHERE PROVIDED BELOW. BY CLICKING “I AGREE”, OR BY ACCESSING IN ANY WAY OR DOWNLOADING OR ACTIVATING OR USING ALL OR ANY PORTION OF THE Optehub Digital Signage Platform YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO ABIDE BY AND COMPLY WITH ALL THE TERMS, CONDITIONS AND NOTICES CONTAINED HEREIN OR REFERENCED BY THIS AGREEMENT AND YOU ARE CONFIRMING THAT YOU ARE OF THE LEGAL AGE OF MAJORITY IN THE COUNTRY IN WHICH YOU LIVE TO ENTER INTO THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF AN ENTITY, COMPANY OR THIRD PERSON (e.g. licensee is your employer) ΒΥ CLICKING “I AGREE”, OR BY ACCESSING IN ANY WAY OR DOWNLOADING OR ACTIVATING OR USING ALL OR ANY PORTION OF THE Optehub Digital Signage Platform, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER AND AUTHORITY TO ACT ON BEHALF OF AND BIND SUCH ENTITY, COMPANY OR THIRD PERSON IN CONNECTION TO THIS AGREEMENT, OR IF THERE IS NO SUCH ENTITY, COMPANY OR THIRD PERSON, OR IF YOU DO NOT HAVE THE AUTHORITY TO ACT ON BEHALF OF AND BIND SUCH ENTITY, COMPANY OR THIRD PERSON, YOU ARE ACCEPTING THIS AGREEMENT ON YOUR BEHALF AND ACKNOWLEDGE TO BE BOUND BY IT.

IF YOU DO NOT ACCEPT THE TERMS AND CONDITIONS OF THIS AGREEMENT CLICK “CANCEL” OR “I DO NOT AGREE” WHERE PROVIDED BELOW AND DO NOT DOWNLOAD OR IN ANY WAY ACTIVATE, USE OR ACCESS THE Optehub Digital Signage Platform OR ANY PART THEREOF.

Supplier reserves the right to modify this Agreement at any time, at its sole discretion, including any policies and other documents referenced herein, by posting notice of such modification online at https://optehub.tawk.help/article/end-user-license-agreement. You are advised to review the terms of this Agreement on a regular basis. You further acknowledge and agree that Your continuing use of the Optehub Digital Signage Platform, after such notice has been posted online, constitutes Your acceptance of the terms of this Agreement, as modified.

For the purposes of this Agreement, the capitalized terms below shall have the following meanings:

“Affiliate” of a Party shall mean an entity:

    • which is directly or indirectly controlling such Party;

    • which is under the same direct or indirect ownership or control as such Party; or

    • which is directly or indirectly owned or controlled by such Party.

For these purposes, an entity shall be treated as being controlled by another if that other entity has fifty percent (50%) or more votes in such entity, is able to direct its affairs, and/or control the composition of its board of directors or equivalent body.

“Agreement” shall mean this End-User License Agreement, including any other document specifically incorporated herein by reference.

“Authorized Users" shall mean Your employees or associates who have been assigned a unique username-password combination on the Optehub Digital Signage Platform and have been authorized by You to manage the Optehub Digital Signage Platform, for the purpose of providing electric drive services to End Users.

“Documentation” – user manuals, technical manuals, and any other materials provided or made available to You by the Supplier, in printed, electronic or other form, that describe the installation, operation, use, or technical specifications of the Optehub Digital Signage Platform.

“Error” shall mean any mistake, problem, defect, malfunction, or deficiency which causes an incorrect or inadequate functioning or non-functioning of the Optehub Digital Signage Platform, or any deviation from the Specifications, Documentation, or other requirements set forth under this Agreement.

“End User” - A natural or legal person who is the end recipient of the services provided through the Optehub Digital Signage Platform, and uses the Optehub Digital Signage Platform in order to recharge its electric vehicle for a fee.

“Force Majeure” shall mean the occurrence of an event or condition that is beyond a Party's reasonable control and which cannot reasonably be foreseen, including natural disasters or catastrophic events such as epidemics, nuclear accidents, fire, flood, typhoons, or earthquakes, acts or omissions by any government authorities, such as foreign currency restrictions, war, riots, sabotage or revolutions, and similar events.

“Intellectual Property Rights” shall mean any patents (including utility models) and their improvements, design patents, designs (whether or not capable of registration), chip topography rights, copyright, trademarks, and any other form of statutory protection, including pending applications for any of the foregoing, as well as any trade secrets and know-how.

"Maintenance Release" - any update or release of the Optehub Digital Signage Platform that Supplier may, in its sole discretion, provide or make available to You from time to time during the term of this license, that may contain, among other things, error corrections, enhancements or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency or quality of the Optehub Digital Signage Platform.

“Optehub Digital Signage Platform” – The Platform, as used in this End User License Agreement (EULA), refers to the specific software, systems, servers, networks, platforms, media players, displays, and/or other associated technologies, applications or services (collectively, "the Services") provided by the Supplier ("we," "us," "our"), designed to manage, distribute, and display digital content on electronic visual communication devices (e.g., LCD, LED, projection systems, or similar technology-based display devices) for the purpose of broadcasting information, advertising, entertainment, or other visual messages in public and private environments. This also includes any software updates, add-ons, web services, and/or any other features, content, or services that the Supplier may provide in connection with the Optehub Digital Signage Platform.

This definition is intended to cover any physical, virtual, cloud-based, or hybrid implementations of the platform, including the related software and hardware components, and any accompanying documentation, irrespective of the delivery mechanism. The usage, modification, interaction, or viewing of the Services is governed by the terms and conditions set forth in this EULA. The Services may only be used in accordance with the terms of this EULA, and use of the Services constitutes acceptance of these terms.

“Specifications” shall mean any data and information related to the design, function, performance, reliability, and quality of the Optehub Digital Signage Platform as set forth in this Agreement and any modifications or amendments and new specifications thereto.

Defined terms indicating the singular also include the plural and vice-versa, where the context so requires.

Other capitalized terms used in this Agreement shall have the meanings as defined in the respective clauses of this Agreement.

2.1. Subject to the terms set forth in this Agreement, Supplier grants You:

a) where You is a company providing electric drive services to End Users, a non-exclusive, non-sub-licensable, non-assignable, non-transferable and restricted license to (i) download, view, display and use the Optehub Digital Signage Platform through your Authorized Users for the purposes of managing the platform in the course of providing electric drive services to End Users and (ii) allow End Users to download, view, display and use the Optehub Digital Signage Platform solely for the purposes of recharging their electric vehicle, or

b) where You is an End User, a non-exclusive, non-sub-licensable, non-assignable, non-transferable and restricted license to download, view, display and use the Optehub Digital Signage Platform solely for the purposes of recharging Your electric vehicle. 

2.2. Supplier may, from time to time, provide to You Maintenance Releases. If, Supplier, in its sole discretion, provides or makes available to You any Maintenance Releases (including updated Documentation) such Maintenance Releases will be deemed to constitute a part of the Optehub Digital Signage Platform and will be subject to all applicable terms and conditions set forth herein, and all such Maintenance Releases will become automatically available to the Optehub Digital Signage Platform and to You.

2.3. Supplier may additionally provide any technical or other support to You in connection with the Optehub Digital Signage Platform, depending on and in accordance with Supplier’s SLA.

2.4. You expressly acknowledge and agree that the form and nature of the Optehub Digital Signage Platform may change without prior notice to You.

2.5. Supplier reserves the right to modify or discontinue, at any time, temporarily or permanently, the Optehub Digital Signage Platform, or any part thereof, with or without notice. Supplier will not be liable to You or any third-party for any modification, suspension or discontinuance of the Optehub Digital Signage Platform.

3.1. The copyright and all other right, title and interest in and to the Optehub Digital Signage Platform and the Documentation shall at all times remain with Supplier (or its licensors). You acknowledge and agree that no ownership interest in or to the Optehub Digital Signage Platform and the Documentation is transferred to You hereunder and that You do not hereby acquire any intellectual property or other proprietary rights, including patents, designs, trademarks, copyright or rights in any confidential information or trade-secrets, in or relating to the Optehub Digital Signage Platform or any part thereof, including the Documentation, and that the Optehub Digital Signage Platform is provided to You strictly on a license basis as provided for herein. Physical copies of the Optehub Digital Signage Platform and the Documentation, if any, remain the property of Supplier (or its licensors) and such copies are deemed to be on loan to You during the term of this Agreement. You shall not remove, delete or alter any trademarks, copyright notices or other intellectual property rights notices of Supplier or its licensors, if any, from the Optehub Digital Signage Platform, or any part thereof, including the Documentation, and You must reproduce any copyright or other notice marked on any part of the Optehub Digital Signage Platform on all authorized copies. Supplier (or its licensors) reserves all rights not expressly granted to You.

3.2. Supplier may, at its sole discretion and without restriction, use any feedback, suggestions and ideas (“Feedback”) You provide in future modifications of the Optehub Digital Signage Platform. You hereby grant Supplier a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute and display the Feedback in any manner and for any purpose.

4.1. You acknowledge that You are allowed to use the Optehub Digital Signage Platform solely for the purposes permitted by this Agreement and in accordance with all applicable laws, regulations and generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the EU or other relevant countries).

4.2. You are prohibited from doing, and/or authorising any other person from doing, the following:

(i) leasing, loaning, reselling, exploiting, assigning, sub-licensing, distributing or transferring in any way or making available any of the rights to use the Optehub Digital Signage Platform or any portion thereof to third parties;

(ii) modifying (not even for the purpose of error correction), reproducing, duplicating, copying (except for back up purposes), merging, altering, adapting, translating or reverse engineering in any way, disassembling or decompiling (including reverse compiling to ensure interoperability) any part of the Optehub Digital Signage Platform (except to the extend and for the express purposes authorised by applicable law notwithstanding this limitation and only upon advance notice from Supplier);

(iii) creating any derivative works based on the Optehub Digital Signage Platform or any portion thereof;

(iv) using the Optehub Digital Signage Platform, or any part thereof, to provide third party training or any other commercial service related to the Optehub Digital Signage Platform except and to the extent expressly permitted under written agreement entered into by and between You and Supplier;

(v) using the Optehub Digital Signage Platform for the purpose of developing competitive solutions or assisting someone else in building a competitive solution or for any other purpose that is to Supplier’s commercial disadvantage;

(vi) using the Optehub Digital Signage Platform to conduct or promote or assist someone else in conducting illegal activities, including the acts of uploading, testing or transmitting any data or content that is offensive, harassing, obscene, abusive, threatening, libellous, defamatory, unlawful or harmful, or content that might be used for any illegal activity whatsoever or that violates in any way any applicable criminal, civil or administrative law or the rights of any third party, including the intellectual property rights of any entity or person;

(vii) disclosing the results of any benchmark test of the Optehub Digital Signage Platform, without Supplier’s prior written consent;

(viii) engaging in any activity with the Optehub Digital Signage Platform, including the development or distribution of an application, that interferes with, disrupts, damages, or accesses in an unauthorised manner the servers, networks, or other properties or services of any third party including, but not limited to, the Supplier or any mobile communications carrier.

4.3. If You violate any of the restrictions under this Section 4, the Supplier is entitled to immediately terminate this Agreement, cease Your use of the Optehub Digital Signage Platform, and pass on to You the cost of any necessary remedy, as well as take any necessary steps to prevent You from further using the Optehub Digital Signage Platform. In addition, if You breach these restrictions, You may be subject to prosecution and damages.

You agree to promptly report to the Supplier any actual or suspected violation of the restrictions set forth in Section 4 and take all reasonable and appropriate steps to prevent any such violation. You also agree to cooperate with the Supplier and provide any information requested by the Supplier to assist the same in investigating or determining whether there has been a breach of Section 4 or any other provision of this Agreement.

You are solely responsible for the administration, set-up, or configuration of the Optehub Digital Signage Platform, as well as any damages that may be caused by or result from such set-up or configuration. You are responsible for ensuring that You meet the Optehub Digital Signage Platform specifications (i.e. 3rd party device types, APIs, internet connection etc) and that You use hardware and software that is compatible with the Optehub Digital Signage Platform as set out on the relevant Documentation. You hereby acknowledge that none of the above is Supplier’s responsibility.

7.1. YOUR USE OF THE Optehub Digital Signage Platform AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE Optehub Digital Signage Platform IS AT YOUR SOLE RISK. YOU HEREBY ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR FOR ANY LOSS OF DATA THAT RESULTS FROM SUCH USE.

7.2. THE Optehub Digital Signage Platform IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. SUPPLIER EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE Optehub Digital Signage Platform (INCLUDING ALL OPEN-SOURCE COMPONENTS), DOCUMENTATION AND ALL OTHER SERVICES AND MATERIALS PROVIDED TO YOU UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, THE SUPPLIER PROVIDES NO WARRANTY OR UNDERTAKING AND MAKES NO REPRESENTATION OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, THAT THE SOFTWARE WILL MEET YOUR SPECIFIC REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR-FREE. SUPPLIER DOES NOT WARRANT THAT (i) ACCESS TO THE Optehub Digital Signage Platform WILL BE UNINTERRUPTED, TIMELY, OR SECURE, (iI) THE RESULTS OBTAINED THROUGH THE USE OF THE PLATFORM WILL BE ACCURATE OR RELIABLE, (iii) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED THROUGH THE USE OF THE PLATFORM WILL MEET YOUR EXPECTATIONS AND (iv) ANY ERROR IN THE SOFTWARE WILL BE CORRECTED. THE Optehub Digital Signage Platform IS NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE OR DISTRIBUTION WITH ANY EQUIPMENT, THE FAILURE OF WHICH MAY LEAD DIRECTLY TO DEATH OR PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

8.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SUPPLIER’S TOTAL LIABILITY FOR ANY AND ALL DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE), EXCEED THE TOTAL AMOUNT OF THE Optehub Digital Signage Platform LICENSE FEE.

8.2. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SUPPLIER OR ANY OF ITS REPRESENTATIVES BE LIABLE UNDER THIS AGREEMENT TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF REVENUE OR PROFITS, GOODWILL, USE, DATA OR ANY COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE FOR WHATEVER REASON THE Optehub Digital Signage Platform, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIBILITY (WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT, INCLUDING NEGLIGENCE OR OTHERWISE), REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUPPLIER WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

8.3. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR (AND THAT SUPPLIER HAS NO RESPONSIBILITY TO YOU OR TO ANY THIRD PARTY FOR) ANY DATA, CONTENT, OR RESOURCES THAT YOU CREATE, TEST, TRANSMIT OR DISPLAY THROUGH YOUR USE OF THE Optehub Digital Signage Platform, AND FOR THE CONSEQUENCES OF YOUR ACTIONS (INCLUDING ANY LOSS OR DAMAGE WHICH SUPPLIER MAY SUFFER AS A RESULT THEREOF).

8.4. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR (AND THAT SUPPLIER HAS NO RESPONSIBILITY TO YOU OR TO ANY THIRD PARTY FOR) ANY BREACH OF YOUR OBLIGATIONS UNDER THIS AGREEMENT, ANY APPLICABLE THIRD PARTY CONTRACT OR TERMS OF SERVICE, OR ANY APPLICABLE LAW OR REGULATION, AND FOR THE CONSEQUENCES (INCLUDING ANY LOSS OR DAMAGE WHICH SUPPLIER OR ANY THIRD PARTY MAY SUFFER AS A RESULT) OF ANY SUCH BREACH.

9.1. YOU SHALL INDEMNIFY, DEFEND AND HOLD SUPPLIER AND SUPPLIER’S LICENSORS, PARTNERS AND AFFILIATES, HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, COSTS, DAMAGES, LOSSES, LIABILITIES, SUITS AND EXPENSES (INCLUDING REASONABLE LAWYER’S FEES AND COSTS) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE OpteCharge EV- Charging Platform, OR ANY BREACH OF THIS AGREEMENT BY YOU, OR VIOLATION OF ANY APPLICABLE LAW. THE FOREGOING SHALL SURVIVE THE TERMINATION OR EXPIRY OF THIS AGREEMENT, HOWSOEVER CAUSED.

9.2. YOU ACKNOWLEDGE THAT A BREACH OR THREATENED BREACH OF THIS AGREEMENT BY YOU MAY CAUSE IRREPARABLE HARM TO THE SUPPLIER FOR WHICH MONETARY DAMAGES WOULD NOT BE AN ADEQUATE REMEDY, AND YOU HEREBY AGREE THAT IN THE EVENT OF A BREACH OR A THREATENED BREACH BY YOU, SUPPLIER SHALL, IN ADDITION TO ANY AND ALL OTHER RIGHTS AND REMEDIES THAT MAY BE AVAILABLE HEREUNDER AND AT LAW (WHICH SUPPLIER DOES NOT WAIVE BY THE EXERCISE OF ANY RIGHTS HEREUNDER), BE ENTITLED TO SEEK A TEMPORARY RESTRAINING ORDER, INJUNCTION, SPECIFIC PERFORMANCE AND ANY OTHER EQUITABLE RELIEF THAT MAY BE AVAILABLE FROM A COURT OF COMPETENT JURISDICTION, AND THE PARTIES HEREBY WAIVE ANY REQUIREMENT FOR THE SECURING OR POSTING OF ANY BOND OR THE SHOWING OF ACTUAL MONETARY DAMAGES IN CONNECTION WITH SUCH CLAIM.

10.1. This Agreement, subject to being accepted by You as manifested by the conduct described in the preamble, shall remain in effect until terminated. If You wish to terminate this Agreement at any time, You may do so by ceasing all use of the Optehub Digital Signage Platform and providing the Supplier with a written notice of such termination. Supplier may terminate this Agreement at any time in case of a breach by You of any of the provisions of this Agreement. Supplier reserves the right to discontinue offering the Optehub Digital Signage Platform in which case this Agreement will be terminated.

10.2. Upon termination of this Agreement, You must immediately cease all use of and access to the Optehub Digital Signage Platform and destroy all copies of the Optehub Digital Signage Platform and the Documentation. The termination of this Agreement shall not release You from any liability to the Supplier, including any payment obligation which has already accrued hereunder.

By submitting any personal data to Supplier pursuant to this Agreement or by using the OpteCharge EV- Charging Platform, You consent to the collection, use, and, as the case may be, transmission and/or disclosure (collectively the “processing”) of such data by Supplier and, if necessary, it's sub-contractors or service providers, for the purpose of providing to You the Optehub Digital Signage Platform pursuant to this Agreement. All personal data will be processed by the Supplier in accordance with Supplier's Privacy Policy, which may be viewed at https://optehub.tawk.help/article/privacy-policy and only for the specific purposes contained therein. You acknowledge and agree that You have read and accepted Supplier’s Privacy Policy as set out online. You understand that Supplier reserves the right to modify its privacy policy from time to time, at its sole discretion. To the extent that any personal data is being processed, such processing will comply with all applicable data protection and privacy laws. You further understand and agree that your personal data may be transferred by Supplier, its sub-contractors, or service providers, across a country border, including to third countries outside the EEA (European Economic Area), provided that a) an adequacy decision has been issued by the European Commission with respect to those countries or b) appropriate safeguards are in place.

12.1. “Confidential Information” means any non-public data and information provided by one Party (‘Disclosing Party’) to the other (‘Receiving Party’) after the commencement of the term of this Agreement, where such information is marked or otherwise communicated as being ‘proprietary’ or ‘confidential’ or the like, or where such information is, by its nature, confidential, or the circumstances under which it was obtained or disclosed were such that a reasonable person would know or have strong reason to believe that it should be treated as Confidential Information of the other Party. In addition, You acknowledge that with respect to Supplier, Confidential Information includes, without limitation: a) all computer software (both object and source codes), b) techniques, concepts, methods, processes and designs embodied in or relating to the Optehub Digital Signage Platform, c) all application program interfaces, system infrastructure, system security and system architecture design relating to the Optehub Digital Signage Platform, and d) Supplier’s research and development.

12.2. Each Party agrees to keep the Confidential Information of the Disclosing Party confidential, using the same degree of care that it exercises with respect to its own proprietary information, but in no event less than reasonable care, and to prevent the unauthorized access to, use, disclosure, dissemination or publication of the Confidential Information, except to (i) users with a need for access for the purpose of exercising the rights conferred hereby and (ii) Supplier’s employees, contractors, sub-contractors and agents with a need to know for the purposes of this Agreement.

12.3. The above limitations do not apply to information which: (a) at the time of disclosure was in the public domain; (b) was rightfully obtained by the Receiving Party from a third party who was not under any non-disclosure obligations; (c) was lawfully in the Receiving Party’s possession prior to its disclosure by the Disclosing Party; or (d) was disclosed with the prior written approval of the Disclosing Party.

12.4. Notwithstanding the provisions of this Section, the Receiving Party may disclose the Disclosing Party’s Confidential Information as required by any court or other governmental body or as otherwise required by law or regulation to be disclosed, provided however that the Receiving Party shall provide written notice to the Disclosing Party promptly to enable the Disclosing Party to seek a protective order or otherwise prevent disclosure of such Confidential Information.

13.1. Languages. The Parties agree that this Agreement will be construed in English. Each Party accepts and approves the English version of this Agreement as controlling in any dispute between the Parties arising from or related to this Agreement.

13.2. Notices. Any and all notices, notifications, demands or requests provided under this Agreement addressed by You to Supplier shall be given by registered mail sent to the address stated above. Any and all notices and other correspondence relating to this Agreement addressed by Supplier to You shall be given either by email sent to the email address furnished by You or by mail sent to the address furnished by You.

13.3. Assignment. You will not assign any of Your rights or delegate any of Your obligations hereunder without the prior written consent of the Supplier. Any purported assignment or delegation in violation of this Section 13.3 shall be null and void. No assignment or delegation shall relieve You of any of Your obligations hereunder.

13.4. Force majeure. Excepting any payment obligations under this Agreement, neither Party shall be deemed in default of this Agreement for non-performance or delay in its performance of any obligations and/or duties under this Agreement, if, and to the extent that, such non-performance or delay results from causes or events outside the reasonable control of the obligated Party.

13.5. Waiver. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach, or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any further exercise thereof or the exercise of any other right, remedy, power or privilege.

13.6. Severability. If any provision of this Agreement is held to be invalid or unenforceable but would be valid and enforceable if appropriately modified, then such provision will take effect with the modification necessary to render the provision valid and enforceable, and consistent with its initial objective. In any case, the remaining provisions of this Agreement remain in full force and effect.

13.7. Governing Law & Jurisdiction. Unless otherwise agreed in writing by Supplier, this Agreement shall be governed by and construed in accordance with the internal laws of GREECE, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than those of GREECE. Any legal suit, action, or proceeding arising out of or related to this Agreement or the matters contemplated hereunder shall be instituted exclusively in the competent courts of GREECE, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding and waives any objection based on improper venue or forum non-convenience. Service of process, summons, notice, or other documents by mail to such Party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court. You shall not withhold payment of any fees owed under this Agreement by reason of any set-off of any claim or dispute with the Supplier, whether relating to the quality or the performance of the Optehub Digital Signage Platform or otherwise.

13.8. Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND ALL THE DOCUMENTS REFERRED TO HEREIN, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.