PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING THIS SERVICE.

BY USING THE SERVICE OR CLICKING “AGREE” CUSTOMER IS AGREEING TO BE BOUND BY THIS AGREEMENT. IF CUSTOMER IS AGREEING TO THIS AGREEMENT ON BEHALF OF OR FOR THE BENEFIT OF ITS EMPLOYER, THEN CUSTOMER REPRESENTS AND WARRANTS THAT IT HAS THE NECESSARY AUTHORITY TO AGREE TO THIS AGREEMENT ON ITS EMPLOYER’S BEHALF.

This agreement is between Lambda GROUP d.o.o (trading as Delfis), and the customer agreeing to these terms (Customer).

1. SOFTWARE-AS-A-SERVICE: This agreement provides Customer access to and usage of an Internet based software service as specified on an order and as further outlined at: Deflis.me (Service).
2. USE OF SERVICE:
   1. Customer Owned Data: All data and logos uploaded by Customer remain the property of Customer, as between Delfis and Customer (Customer Data). Customer grants Delfis the right to use, publicly display and distribute the Customer Data for purposes of performing under this agreement. See the Delfis FAQs (Delfis.me/support) regarding export of Customer Data.
   2. Contractor Access and Usage: Customer may allow their contractors to access the Service in compliance with the terms of this Agreement, which access must be for the Customer's sole benefit. Customer is responsible for the compliance with this agreement by its contractors.
   3. Customer Responsibilities: Customers (i) are expected to keep their passwords safe and confidential; (ii) are solely responsible for Customer Data and all activities in their Service account; (iii) use commercially reasonable measures to avoid unauthorized access to his account, and immediately inform Delfis of any such unauthorized access; and (iv) may use the Service only in accordance with the Service’s Knowledge Base and applicable law.
   4. Technical Support: Delfis will provide customer support for the Service under the terms of the Delfis Customer Support Policy (Support and guidance) found at Delfis.me/support, which is included for all purposes in this Agreement.
   5. Advertising: Each Customer may publicly state that such Customer is a Customer of the Service. Each Customer accepts that Delfis may include the name and trademarks of those Customers in a list of Delfis customers, online or in promotional materials. Each Customer also agrees that Delfis can verbally refer such Customer as the service's Customer. By contacting Delfis Support each Customer can opt out of the provisions in this Section.
3. DISCLAIMER. DELFIS DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR PURPOSE. WHILE DELFIS TAKES REASONABLE PHYSICAL, TECHNICAL AND ADMINISTRATIVE MEASURES TO SECURE THE SERVICE, DELFIS DOES NOT GUARANTEE THAT THE SERVICE CANNOT BE COMPROMISED. CUSTOMER UNDERSTANDS THAT THE SERVICE MAY NOT BE ERROR FREE, AND USE MAY BE INTERRUPTED.
4. PAYMENT: All fees must be paid by the customer as stated on the order but, if not stated, within 30 days of receiving the invoice. The consumer shall pay all sales, use, withholding, VAT and other related taxes. This agreement allows for one or more Service Orders which are governed by the terms of this Agreement.
   1. Payment Methods And Gateway: The Customer shall pay the total amount specified in the Subscription Plan using one of the following forms of payment: Credit Card (Visa, MasterCard, Maestro) or Bank Transaction. All Credit Card payments are being processed by Monri Payments d.o.o., located at Radnička cesta 54, 10000 Zagreb, Croatia.
5. Reclamations: In case you have any type of reclamation on our service feel free to contact us. We are willing and able to handle and resolve any given situation.
6. Money refund : Delfis will conduct a money refund directly to the buyers account if Delfis failed to provide subscribed services, according to the Terms and deadlines for money refunds as defined by Buyer protection laws ( Zakonom o zaštiti potrošača), Compulsory relations law ( Zakon o obaveznim odnosima) and other current legal acts of Montenegro.
7. Delivery method: With respect to Ancillary Products and Services you purchase in connection with the Delfis Service, you acknowledge and agree that upon making such Ancillary Products and Services available to you or to their intended authorized recipients (buyer email address cannot be different from the Customer receiving the service), Delfis will have fully satisfied its obligation to deliver or otherwise provide such products, services, or content, regardless of any failure or inability to use such products, services, or content.
8. MUTUAL CONFIDENTIALITY
   1. Definition of Confidential Information: Confidential Information means all non-public information disclosed by a party (Discloser) to the other party (Recipient), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure (Confidential Information). Delfis’s Confidential Information includes without limitation the Service (including without limitation the Service user interface design and layout, and pricing information).
   2. Protection of Confidential Information: The Recipient must use the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Discloser for any purpose outside the scope of this agreement. The Recipient must make commercially reasonable efforts to limit access to Confidential Information of Discloser to those of its employees and contractors who need such access for purposes consistent with this agreement and who have signed confidentiality agreements with Recipient no less restrictive than the confidentiality terms of this agreement.
   3. Exclusions: Confidential Information excludes information that: (i) is or becomes generally known to the public without breach of any obligation owed to Discloser, (ii) was known to the Recipient prior to its disclosure by the Discloser without breach of any obligation owed to the Discloser, (iii) is received from a third party without breach of any obligation owed to Discloser, or (iv) was independently developed by the Recipient without use or access to the Confidential Information. The Recipient may disclose Confidential Information to the extent required by law or court order, but will provide Discloser with advance notice to seek a protective order.
9. PROPRIETARY PROPERTY:
   1. Reservation of Rights: The software, workflow processes, user interface, designs, know-how, and other technologies provided by Delfis as part of the Service are the proprietary property of Delfis and its licensors, and all right, title and interest in and to such items, including all associated intellectual property rights, remain only with Delfis. Customer may not remove or modify any proprietary marking or restrictive legends in the Service. Delfis reserves all rights unless expressly granted in this agreement.
   2. Restrictions: Customer may not (i) sell, resell, rent or lease the Service or use it in a service provider capacity; (ii) use the Service to store or transmit infringing, unsolicited marketing emails, libelous, or otherwise objectionable, unlawful or tortious material, or to store or transmit material in violation of third-party rights; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or their related systems or networks; (v) reverse engineer the Service; or (vi) access the Service to build a competitive service or product, or copy any feature, function or graphic for competitive purposes.
   3. Aggregate Data: During and after the term of this agreement, Delfis may use non-personally identifiable Customer Data within the Service for purposes of enhancing the Service, aggregated statistical analysis, technical support and other business purposes.
10. TERM AND TERMINATION:
    1. Term: Until all orders have been terminated this arrangement continues.
    2. Mutual termination of material breach: If any party is in material breach of this Agreement, the other party may terminate this Agreement at the end of a written notice / cure period of 30 days, if the breach has not been cured.
    3. Suspension for Non-Payment: Delfis can temporarily suspend or terminate the Service, or both, if payment by the Customer on any invoice is due more than 15 days past. For specifics please see the Delfis FAQs (Delfis.me/support).
    4. Maintenance of Customer Data:
       1. Customer Data will be available within 90 days after termination, as defined in the Delfis FAQs (Delfis.me/support).
       2. Delfis has no duty to preserve the Customer Data after a 90-day period, and can erase it.
    5. Return Delfis Property After Termination: If this Agreement is terminated for whatever reason, Customer must pay Delfis for any unpaid amounts and destroy or return all Delfis property. Upon request from Delfis, Customer must confirm its compliance with this destruction or return condition in writing.
    6. Suspension for Violations of Law: Delfis may temporarily suspend the Service or delete the relevant Customer Data, or both, if it believes in good faith that the Customer has violated a law while using the Service. Delfis must seek to reach Customer advance.
11. LIABILITY LIMIT:
    1. EXCLUSION OF INDIRECT DAMAGES: Delfis is not liable for any indirect, special, incidental or consequential damages arising out of or related to this agreement (including, without limitation, costs of delay; loss of data, records or information; and lost profits), even if it knows of the possibility of such damage or loss.
    2. TOTAL LIMIT ON LIABILITY: Delfis’s total liability arising out of or related to this agreement (whether in contract, tort or otherwise) does not exceed the amount paid by Customer within the 6-month period prior to the event that gave rise to the liability.
12. INDEMNITY: If any third-party brings a claim against Delfis, or requires Delfis to respond to a legal process, related to Customer’s acts, omissions, data or information within the Software, Customer must defend, indemnify and hold Delfis harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to such claim or request.
13. GOVERNING LAW AND FORUM:
    1. This agreement is governed by the laws of Montenegro (without regard to conflicts of law principles) for any dispute between the parties or relating in any way to the subject matter of this agreement. Any suit or legal proceeding must be exclusively brought in the municipality of Bar, Montenegro, and Customer submits to this personal jurisdiction and venue. Nothing in this agreement prevents either party from seeking injunctive relief in a court of competent jurisdiction. The prevailing party in any litigation is entitled to recover its attorneys’ fees and costs from the other party.
    2. This agreement is primarily drawn up in English language. Translations into other languages will exist for the primary purpose of facilitating comprehension for end users, but may contain translation errors. For this reason, the original of the Agreement in English will always be used in any possible dispute.
14. OTHER TERMS:
    1. Entire Agreement and Changes: This agreement and the order constitute the entire agreement between the parties and supersede any prior or contemporaneous negotiations or agreements, whether oral or written, related to this subject matter. Customer is not relying on any representation concerning this subject matter, oral or written, not included in this agreement. No representation, promise or inducement not included in this agreement is binding. No modification of this agreement is effective unless both parties sign it, and no waiver is effective unless the party waiving the right signs a waiver in writing.
    2. No Assignment: Neither party may assign or transfer this agreement or an order to a third party, except that this agreement with all orders may be assigned, without the consent of the other party, as part of a merger, or sale of substantially all the assets, of a party.
    3. Independent Contractors: The parties are independent contractors with respect to each other.
    4. Enforceability and Force Majeure: If any term of this agreement is invalid or unenforceable, the other terms remain in effect. Except for the payment of monies, neither party is liable for events beyond its reasonable control, including, without limitation force majeure events.
    5. Money Damages Insufficient: Any breach by a party of this agreement or violation of the other party’s intellectual property rights could cause irreparable injury or harm to the other party. The other party may seek a court order to stop any breach or avoid any future breach.
    6. No Additional Terms: Delfis rejects additional or conflicting terms of any Customer form-purchasing document.
    7. Order of Precedence: If there is an inconsistency between this agreement and an order, the order prevails.
    8. Survival of Terms: Any terms that by their nature survive termination of this agreement for a party to assert its rights and receive the protections of this agreement, will survive. The UN Convention on Contracts for the International Sale of Goods does not apply.
    9. Feedback: By submitting ideas, suggestions or feedback to Delfis regarding the Service, Customer agrees that such items submitted do not contain confidential or proprietary information; and Customer hereby grants Delfis an irrevocable, unlimited, royalty-free and fully-paid perpetual license to use such items for any business purpose.
15. UPDATES: We reserve the right to change this Terms and conditions at any time, so please check it regularly. We will inform you here and by email if we make any specific adjustments to this policy.
16. CONTACT: Contact Delfis customer support or email us directly at support@delfis.me