3.1.        Unilateral change - Krediumreserves the right, at its sole discretion, to change, modify, add, or removeany portions of the Terms from time to time. Notification of such modificationsmay be posted on or through theSoftware or sent via email.

4.1.        Use of the Kredium Services 
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4.1.1.     Kredium is obligated to provide the Client with access to and use of the Software, as well as to perform maintenance of the Software, regardless of the module(s) chosen by the Client. 

4.1.2.     The Kredium undertakes to grant the Client access to the Software, based on the module(s)agreed upon with the Client, through: 
1.    the creation of an account to access the Software; or
2.    any other actions specified inthe separate Agreement. 

4.1.3.     From the moment access to the Software is provided in one of the two methods outlined in the previous item, the Client is granted the right to use the Software.  

4.1.4.     Upon being granted access to the Software, the Client undertakes to use the Software in compliance with the instructions provided by the Kredium, whether delivered directly or communicated through other appropriate means, and solely for the Client's own business purposes. 

4.1.5.     Kredium shall perform regular and extraordinary maintenance of the Software in accordance with these Terms. Kredium undertakes to conduct regular maintenance of the Software in line with professional standards and the best practices of modern software solutions of this type. In the event of defects in the functioning of the Software, the Client is required to promptly submit a complaint to the Kredium in accordance with Section 4.6, upon which, Kredium shall perform extraordinary maintenance. Defects in the functioning of the Software are defined as technical issues encountered during Software use or any obstacles affecting its normal operation, including login problems, Software errors, functionality access difficulties, and similar issues. Kredium is obligated to provide technical support for the defects in the functioning of the Software and to resolve the reported defects without undue delay, within a reasonable time frame from the date the complaint is received. If the Client independently or through a third-party, attempts to resolve defects in the Software’s functioning and such actions impede the Kredium’s ability to address the defects, Kredium reserves the right to refuse further Software maintenance, terminate the business cooperation without prior notice, and seek compensation for damages incurred. 

4.1.6.     The Client agrees to independently, and at their own expense, procure and maintain the necessary devices required to access and monitor activities related to the Kredium Services. 

4.1.7.     Subject to these Terms, and the payment of the applicable Fee, Kredium grants Client and its Users a non-exclusive, non-transferable, non-sublicensable license to use the Kredium Services to: 
1.    collect, store and organize Client Data;
2.    modify and delete Client Data;and
3.    customize the standard Features or functionality of the Kredium Services

4.2.        Changing Modules- User/client maychange, add or cancel modules at any time. In such an event, the Client’scredit card on file with the Kredium will automatically be charged with a Feefor the next payment interval with the amount stipulated for the chosenmodule(s). No refund of outstanding Fees will be provided to the Client for theprice difference between modules in the event the Client decides to changemodules between two monthlypaymens. 
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‍4.3.        Modifications to Kredium Services 
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4.3.1.     Kredium retains the right to make changes to the Kredium Services or any part or element there of at its discretion and without prior notice, including but not limited to: 
1.    rebranding, repackaging or adjusting the pricing of the Kredium Services as it deems appropriate;
2.    discontinuing the provision or the development of any specific Kredium Service, Feature or part or element of the Software, whether temporarily or permanently;
3.    taking necessary actions to safeguard Kredium’s rights in instances where the use of Kredium Services may reasonably be considered a violation of Kredium’s intellectual property rights, distribution of Internet viruses, Trojan horses, malware, worms, or other harmful or illegal activities. 
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4.3.2.     Where applicable, Clients may be informed of such changes when logging in to theAccount. 

4.3.3.     Should a Client disagree with a change, they are required to notify Kredium prior to the change taking effect. In such instances, the Client’s Account will be terminated as of the effective date of the change. However, continued use of Kredium Services or any part or element thereof following the effective date of the change shall be deemed as the Client’s acceptance of the change. Kredium shall bear no liability to the Client or any third party for any changes, suspension, or discontinuation of the Kredium Services, or any part or element thereof.

4.4.        Credentials 

4.4.1.     The obligation to maintain the confidentiality of all Credentials rests with the Client, who remains fully responsible for all activities conducted under those Credentials. Credentials are strictly for individual use and may not be shared; however, they may be reassigned to a new User replacing a former User who has ceased employment or whose job responsibilities have changed, provided the former User no longer requires access to Kredium Services. Kredium reserves the right to revoke any User’s Credentials that Kredium reasonably concludes they have been used by an unauthorized individual or used improperly, as solely assessed by Kredium. Upon such revocation, Kredium will promptly notify the Client. 

4.4.2.     Kredium must promptly be informed by the Client of: 
1.    of any actual or suspected, exposure, loss or unauthorized use of any Credentials;
2.    of a change in a User’s position within the Client’s organization;
3.    of a User leaving the Client’s organization; or
4.    of the removal of a User’s access rights irrespective of the circumstances. 

‍4.5.        Administration of Client’s Account - Client accepts full responsibility for managing administrative control over access to Client Data stored within the Kredium Services. Client may designate a User as the billing owner and appoint one or more Users as Administrators to oversee the management of its account.  Kredium is authorized to rely on communications received from an Administrator in relation to servicing the Client’s Account. Administrators may have the authority to access, oversee, handle, and/or transfer Client Data. 

4.6.        Technical Support

4.6.1.     Kredium shall provide adequate technical support to Client and its Users through the following channels, as detailed below, and will endeavor to respond within a reasonable timeframe: 
1.    Phone - Users  can request a call back from support via their Kredium Account. 

4.6.2.     In the event of login issues, support can be reached at +381 66 686 89 98 .For individuals without a Kredium Account, assistance is available at +1 (864) 734 7552 .

4.7        User Verification - Client acknowledges and agrees that Kredium may request certaininormation to verify identity and ensure the security of the Account and/orUser. If the Client loses access to an Account or requests information relatedto an Account, Kredium reserves the right to require any form of verification considers necessary before restoring access or providing details regardingthe Account. 

‍4.8.        Features - Krediummay periodically provide Features through the Kredium Services, which may besubject to this Terms. The Client's use of such Feature is subject to theTerms. 

‍4.9.        Free Trial - A new Client/User may be entitled to a FreeTrial, during which no credit card information is required. Once the Free Trial period ends, the Account will automatically be deactivated. To avoid deactivation or to reactivate the Account, the Client/User must pay the initial Subscription Fee. Should the Client fail to pay the Subscription Fee within 14 days of the expiry of the Free Trial period, Kredium reserves the right to permanently delete the Account, including all associated Client Data.

4.10.        Beta Services - Kredium may offer certain Features referred to as Beta Services, intended for testing and evaluation purposes. Kredium retains the right to discontinue any Beta Services, either partially or entirely, on a temporary or permanent basis, at its sole discretion and without prior notice to Client. Client acknowledges and agrees that Kredium shall not be held liable to the Client or any third party for any damage related to, arising from, or caused by the Client's use of the Beta Services, or by the modification, suspension or discontinuance of any of the Beta Services, for any reason. 

4.11.        Discounts and Promotions - Kredium may offer special discounts and promotions, from time to time, at the Kredium’s sole discretion which may be subject to additional terms and conditions.

4.12.        Non-Kredium Applications 
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4.12.1.     Kredium or third parties may offer third-party non-Kredium applications. If Client chooses to obtain a non-Kredium application, the terms governing its use or receipt are solely between the Client and the provider of the non-Kredium application. Any data exchanged between the Client and such third-party provider remains between them exclusively. Any issues, concerns, or disputes arising from the Client’s use of non-Kredium applications should be directed to the respective provider, not Kredium. Kredium does not provide warranties or support for non-Kredium applications, whether or not they are designated by Kredium as “certified” or otherwise. Kredium is not liable for any disclosure, alteration, or deletion of Client Data resulting from access by such non-Kredium applications or their providers. 
4.12.2.     Kredium Services may offer Features and functionality designed to work with non-Kredium applications. However, Kredium cannot guarantee the ongoing availability of such Features or functionality and may discontinue them at any time, without prior notice, and without entitling the Client to any refund, credit, or other compensation. This may occur if, for example, and without limitation, the provider of a non-Kredium application stops supporting its integration with the corresponding Features or functionality in a manner that is acceptable to Kredium. 

5.1.        Prohibited Activities - The Client and its Users areauthorized to use the Kredium Services, and any part or element thereof, solelyiaccordance with the scope, means, and purposes outlined in these Terms andin compliance with applicable laws. For instance, neither the Client nor anyUser may: 
1.    use the Kredium Services or any part or element thereof to commit a crime, violate any applicable laws, or incite or encourage others to engage in such activities;
2.    copy, reproduce, distribute, modify, alter, hack, create derivative works, reverse engineer or decompile, or attempt to extract the source code of the Software and Kredium Services or any part or element thereof, except where (i) explicitly permitted by applicable law, and (ii) to the extent that the Kredium is not permitted by such law to exclude or limit these rights;
3.    provide false, inaccurate or misleading information;
4.    engage in defamatory, trade libelous, threatening, or harassing behavior toward Kredium; or use the Kredium Services or any part or element thereof unless it has agreed to be bound to these Terms
5.    use the Kredium Services or any part or element thereof unless it has agreed to be bound to these Terms.

5.2.        Uses Requiring Kredium Consent -The Client or any User may not, without obtaining Kredium’s prior explicitwritten consent: 
1.    sell, resell, lease, license, sublicense, distribute, provide, disclose, divulge, exploit or otherwise grant access or make the Kredium Services, in whole or in part, available to any third party, except where such third party is a User under the same Client; or
2.    use the Kredium Services, or any part or element thereof, beyond the scope, means, and purposes for which they were intended. 

‍5.3.        Trade Control Compliance -The Client, any User, or agent (“ThirdParty”) hereby represents, warrants, covenants, and agrees to the followingregarding the Kredium Services: 
1.    Third Party has complied and shall comply with, and shall ensure that its directors, officers, employees, and agents comply with the United States, European Union, and any other applicable foreign economic, trade, and financial sanctions laws and regulations, including economic and trade sanctions administered by the US Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) and the US Department of State(collectively, “Sanctions”), and US, EU and applicable foreign laws and regulations related to export controls, including those administered by the US Departments of Commerce and State(collectively, “Trade Controls”).
2.    Third Party will refrain from taking any action, directly or indirectly, that would cause Kredium or any of its Affiliates, or any of their respective officers, directors, employees, orrepresentatives, to violate any Sanctions or Trade Controls.
3.    Neither the Third Party nor any of its officers or directors, employees, and any agents or other representatives acting on their behalf (i) has been or is designated on any Sanctions- or export-related list of restricted or blocked persons, including designation on OFAC’s List of Specially Designated Nationals and Blocked Persons or OFAC’s Sectoral Sanctions Identifications List, (ii) is located in, organized under the laws of, or resident in any country or territory subject to sanctions or embargoes, including, but not limited to, Cuba, Iran, Syria, North Korea, Venezuela and the Donetsk, Luhansk, Zaporizhzhia, Kherson and Crimean Region of Ukraine, (iii) is or has been owned or controlled by over 50% by any individual described in (i) or (ii) (collectively with (i) and (ii), a “Restricted Person”), or (iv) has or will provide the Kredium Services to any persons described in clauses(i)-(iii).
4.    Third Party agrees to immediately notify  Kredium if Third Party or any personnel employed by or affiliated with Third Party: (i) commits any actual or potential breach of Sanctions or Trade Controls in relation to the Kredium Services, or (ii) becomes a Restricted Person.
5.    Kredium, at its sole discretion, reserves the right to immediately terminate the access to, or useof, the Kredium Services by the Third Party, without notice or liability, if the Third Party or any person employed by or affiliated with the Third Party takes any action in violation of the provisions described in this Section, or if Kredium, in its sole discretion, determines that the Third Party’s continued use of the Kredium Services could violate Sanctions or Trade Controls.

6.1.        Provision of Kredium Services - Kredium will (a) make the KrediumServices, Content and Client Data available to Client pursuant to these Terms,(b) Provide support for the Kredium Services to the Client as outlined inSections 4.1.6 and 4.6, at no additional charge, (c) use commerciallyrasonable efforts to make the Kredium Services available 24 hours a day, 7days a week, except for: (i) planned downtime (with advance electronic noticeprovided by Kredium), and (ii) any unavailability caused by circumstancesbeyond Kredium’s reasonable control, including, for example, an act of God, actofgovernment, flood, fire, earthquake, civil unrest, act of terror, pandemic,strike or other labour problem, Internet service provider failure or delay ordenialof service attack. Kredium may engage Sub-processors to carry outcertain aspects of the Kredium Services. Kredium will make commerciallyresonable efforts to ensure that data transfers to Sub-processors comply withthe applicable requirements for the Client’s processing of Client Data and willprovide the relevant details regarding such transfers within these Terms forthe Client's review. For additional information on these data transfers withSub-processors, please consult Kredium’s Privacy Notice and the current list ofSub-processors. 

‍6.2.        Protection of Client Data - Kredium will implement administrative, physical, and technical measures to protect the security, confidentiality, and integrity of Client Data. These measures will include, but are not limited to, steps to prevent unauthorized access, use, modification, or disclosure of Client Data. Furthermore, Kredium will only access, use, alter, or disclose Client Data in the following circumstances: (a) to provide the Kredium Services and resolve or prevent service or technical issues, (b) as required by law in accordance with Section8.5 (Compelled Disclosure), or (c) as explicitly authorized in writing by theClient or User.

7.1.        Fees - The use of the Kredium Services, which is not via a Free Trial, is subject to a Fee. The Fee consists of a Setup Fee payable by the Client to the Kredium for granting access to and use of the Software, and a Subscription Fee for the provision of Software maintenance services. 
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‍7.2.        Deadlines - The Setup fee, if applicable, shall be paid immediately upon the accepting this Terms and conclusion of the Agreement (if it’s concluded), while the Subscription Fee shall be paid in advance, by the 1st of each month for the current month. In the event the Client does not pay all Fees due within the prescribed deadline, Kredium will suspend all access to the Client Account. Client will have 180 days to provide an authorized payment method to reactivate a subscription and their Account, otherwise Kredium has the right to permanently delete the Account, including all Client Data therein. 

‍7.3.        Payment Card Authorization - Kredium and its Affiliates may seek pre-authorization of Client’s payment card account prior to its purchase of Kredium Services in order to verify that the payment card is valid and has the necessary funds or credit available to cover any purchase. Client agrees to approve such card pre-authorization and to pay any prescribed amounts and authorizes Kredium to charge all Fees to such card account. Client agrees to provide Kredium updated information regarding its payment card account upon Kredium’s request and any time the information earlier provided is no longer valid. 

‍7.4.        Automatically charge - Client authorizes Kredium to automatically charge Client the applicable Fees on or after the Renewal Date unless the services have been terminated or cancelled in accordance with these Terms. Clients may cancel services anytime as outlined below, however must do so prior to the Renewal Date in order to avoid billing of the next Fees. If the Client elects to cancel the Services during the period for which a fee has been paid, the Client may continue to use the Services until the end of that period. However, no refund shall be issued for any fees already paid, including the most recent or any prior fees charged. 

‍7.5.        Electronic Invoice - If Kredium has not sought pre-authorization of Client’s payment card, then before the end of each payment interval, Client will be issued an electronic invoice for payment of the Fee of the next payment interval. Client must pay the invoice by the due date indicated on the invoice. 

‍7.6.        Non-refundable Fees - All Fees are non-refundable. For purposes of clarity, there are no refunds or credits for periods where the Client did not use an activated Account, used it only partially, deactivated the Account or terminated these Terms during an ongoing payment interval, or where an Account is terminated or suspended by Kredium in accordance with Section 14. 

‍7.7.        Late Payment Charges - Upon delay with any payments, Kredium may require the Client to pay interest on the delay (penalty for late payment) for the period that such payment is overdue. The interest rate for late payment due shall be the maximum allowed by applicable law. 

‍7.8.        Right to Offset - In addition to other rights and remedies Kredium may have, if legally permitted to do so, Kredium may offset any payment obligations to Client that Kredium may incur under the Terms against any fees owed to Kredium and not yet paid by Client under the Terms, or any other agreement between Client and Kredium.

8.1.        Rights to Client Data - With regard to Client Data, Clientaffirms, represents, and warrants that: (i) Client either owns the Client Dataor possesses the necessary licenses, rights, consents, and permissions to useand authorize Kredium to display or otherwise use the Client Data, inaccordance with all relevant patent, trademark, copyright, trade secret, orother proprietary rights in the Client Data, and in a manner that aligns withthe intended Features of the Kredium Services and these Terms, and to grant therights and licenses specified in these Terms and (ii) Client Data, or the useof such Client Data by Kredium or any of Kredium’s licensees under these Terms,does not and will not: (a) infringe, violate, or misappropriate any third-partyrights, including but not limited to copyrights, trademarks, patents, tradesecrets, moral rights, privacy rights, publicity rights, or any otherintellectual property or proprietary rights; (b breach any applicable law or regulation, regardless ofjurisdiction; or (c) require the obtaining of a license from or paying any feesand/or royalties by Kredium to any third party for the performance of anyKredium Services which Client has selected to be performed by Kredium or forthe exercise of any rights granted under these Terms, unless otherwise agreedupon by the Client and Kredium. 

‍8.2.        Uploading Client Data 
‍8.2.1.     Client is fully responsible for its own Client Data and the consequences of posting or publishing them through the Software.  

8.2.2.     Any Client Data uploaded through the Software must comply with these Terms and applicable laws.  

8.2.3.     All rights, ownership, and interest in Client Data remain with the Client or its rightful owners, including Users, individuals, or organizations, regardless of whether the data is uploaded by the Client or made available via the Software. 

8.2.4.     By uploading Client Data through the Software, Client grants Kredium the necessary authorization to process the data 

8.2.5.     Client is responsible for ensuring that: 
1.    neither Client nor any Users associated with the Account create, transmit, display, or otherwise make available any Client Data that infringes upon these Terms, the rights of Kredium, other clients or users of Kredium Services or persons or organizations;
2.    Client Data is free from harmful content (such as viruses, worms, malware, or other malicious code), and is not offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful; and
3.    Client and all Users associated with the Account have the necessary rights to use the Client Data, including to insert it into the Kredium Services and process it by through the Account. 

‍8.3.        No Liability of Client Data 
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8.3.1.     Kredium does not warrant the accuracy of any Client Data and advises the Client tocarefully evaluate any information transmitted, submitted, or posted through the Software.  

8.3.2     Client acknowledges that all information within Client Data is solely the responsibility of the individual or entity from which it originated. As a result, Client, not Kredium, holds full responsibility for all Client Data uploaded, posted, transmitted, or otherwise made available through theSoftware, whether by Client or its Users. Additionally, Client is responsible for any corrective actions taken by Kredium or other Clients or Users as a consequence of such Client Data. 

8.4.        Kredium Rights to Client Data 

8.4.1.     Kredium may use Client Data in an aggregated or anonymized format for research, educational and other similar purposes. 

8.4.2.     Kredium will not use or publicly display Client Data without Client’s written consent, respecting the Client’s exclusive ownership of such data. Except as expressly permitted by the Client or detailed in these Terms, Client’s use of the Kredium Services does not grant Kredium any rights to use, reproduce, modify, adapt, publish, or distribute the Client Data created by Client or stored in Client’sAccount for Kredium’s commercial, marketing or any similar purpose. 

8.4.3.     Client grants Kredium the right to use and analyse aggregated system activity data related to the use of the Kredium Services by Client and its Users. This data may be utilized by Kredium to enhance, optimize, or improve the functionality and operation of the Kredium Services, as well as to develop new Features and functionality in connection with the Kredium Services in the sole discretion of Kredium. 

‍8.5.        Compelled Disclosures - Kredium may disclose Client Data when required to do so by law.

9.1.        Kredium’sPrivacy Notice is available at [insertlink].

10.1        Kredium’s Intellectual Property Rights 

10.1.1.     The Software, Materials, trade names and trademarks, and any associated intellectual property thereof are, solely and exclusively, owned and operated by Kredium, its Affiliates or its respective third-party vendors and hosting partners. 
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10.1.2.     Kredium Materials are protected by copyright, trade dress, patent, trade secrets, and trademark laws, international conventions and treaties, and all other relevant intellectual property and proprietary rights laws.  

10.1.3.     Except asset forth in these Terms, Client’s use of the Software and Kredium Materials, an any parts or elements, does not grant to Client any ownership right or intellectual property rights therein.

10.1.4     Anycommercial or promotional distribution, publishing or exploitation of the Kredium Materials is strictly prohibited unless Client has received the express prior written permission from Kredium or the otherwise applicable rights holder.  

10.1.5. Client may not use Kredium trade names and trademarks in any manner that disparages Kredium or its products or services or portrays Kredium in a false, competitively adverse or poor light. 

1.1.6.     Krediumreserves all rights to the other Kredium’s software, platforms, materials,trade names and trademarks not expressly granted in the Terms. 

‍10.2.        Feedback 
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10.2.1.     If a Clientor a User provides Kredium with any Feedback, Kredium shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Kredium Services. 

10.2.2.     Client or User hereby grants Kredium a perpetual, irrevocable, nonexclusive, royalty free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works of, publicly display, publicly perform, exploit and use Feedback for any purpose.

11.1.        Provision of Services on an "As Is"and "As Available" Basis - Unless otherwise expressly stated by Kredium, the Software, Kredium Materials, platforms and any content, or features made available in conjunction with or through the Software are provided “as is” and “as available” without warranties of any kind, either express or implied.  

‍11.2.        Disclaimer of Warranties - To the fullest extent permissible pursuant to applicable law, Kredium and its Affiliates disclaim all warranties, statutory, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement of proprietary rights, correctness, accuracy, and reliability.  

‍11.3.        No Guarantee of Uninterrupted or Error-FreeServices - Unless otherwise expressly stated by Kredium, Kredium and its Affiliates do not warrant that the Kredium services and any content or features made available in conjunction withor through the Kredium services will be uninterrupted or error-free, or that the Kredium services and any content or features made available in conjunction with or through the Kredium services or the platform that makes them available are free of viruses or other harmful components.

12.1.        Client's Indemnification Obligations - Client agrees to defend, indemnify and hold harmless Kredium and its Affiliates, and their respective directors, officers, employees and agents, from any claims, losses, damages, liabilities, including attorneys’ fees, arising out of its use or misuse of the Software, Kredium Materials, representations made to Kredium, its Affiliates and/or third parties, violation of these Terms, violation of the rights of any other person or entity, or any breach of the foregoing representations, warranties, and covenants.  

‍12.2.        Kredium's Right to Assume Defence - Kredium reserves the right, at its own expense, to assume the exclusive defence and control of any matter for which Client is required to indemnify Kredium, and Client agrees to cooperate with such defence of these claims. 

13.1.        No Liability 

13.1.1.     Kredium shall not be held liable to the Client or User for any consequences a rising from: 
1.    any modifications to these Terms, the Software, Kredium Materials, Account usage by Client or any part or element thereof, including but not limited to issues such as errors, temporary or permanent disruptions, discontinuance, suspension or other type of unavailability of the Software, Kredium Services or Kredium Materials;
2.    the completeness accuracy or correctness of any information uploaded through the Software;
3.    deletion, corruption, or failure to store any Client Data;
4.    use of Client Data by the Client or any of the Users associated with the Account;
5.    disclosure, loss, or unauthorized use of login credentials by the Client or any User due to failure to maintain confidentiality;
6.    Client’s use of the Account or the Software through unsupported or non-recommended web browsers;
7.    any actions taken by Kredium against the Client or Users, for example, if the Client or User commits a crime or breaches applicable laws by using the Software or any part thereof;
8.    variations in the technologies and platforms used for access; for instance, certain Features, functions, components, or parts of the Software may be intended for use on a personal computer or laptop but may not be compatible with mobile platforms or tablets.;
9.    the implementation of remedies by Kredium as described in these Terms, even if the basis for such remedies later proves to be unfounded or invalid. 

13.1.2.     Additionally, Kredium and its Affiliates shall not be liable to the Client for any claims brought by any user, individual, organization, or third party against the Client due to the Client’s failure to: 
1.    provide accurate information to Kredium about the Client, Users, or Account;
2.    notify Kredium of any reasons preventing a User from using the Account on behalf of the Client;
3.    ensure the lawfulness of the Client Data;
4.    secure the necessary rights to use the Client Data; or
5.    adhere to any of the restrictions outlined in these Terms. 

13.2.        Exclusion of Consequential and Related Damages 

13.2.1.     Except for the Client’s indemnification obligations outlined in Section 12 “Indemnification,” neither party nor its Affiliates shall be liable for any loss of profits, revenues, goodwill, or for any indirect, special, incidental, consequential, cover, business interruption, or punitive damages arising from or related to these Terms. This applies regardless of whether the action is based in contract or tort, and irrespective of the legal theory, even if the party or its Affiliates have been notified of the potential for such damages, or if the remedy provided by a party or its Affiliates fails to fullfil its essential purpose. 

1.32.2.     The foregoing disclaimer will not apply to the extent prohibited by law.

14.1.        Duration - The business cooperation based on this Terms andAgreement (if it’s concluded) may be established for either an indefinite or adefinite period, depending on the terms mutually agreed upon by the Client andKredium. 

‍14.2.        For Convenience - These Termsand/or Client’s access to the Kredium Services may be terminated forconvenience in the following situations; 
1.    by the Client at any time by:(i) clicking the cancellation link or (ii) by revoking the billing agreement on its PayPal account, if the Client is using PayPal to pay for the Kredium Service, unless the renewal date is specified in Agreement;
2.    by Kredium if it decides to discontinue any part of the Kredium Services, any Feature, or close any part of the Software;
3.    by Kredium at any time and for any reason, with a pro-rata refund for any unused Fees for the remainder of theTerm; or
4.    by either party, immediately, if proceedings are initiated for the other party’s liquidation, insolvency, or if a negotiated settlement is made with the other party’s creditors or an assignment is made for the benefit of creditors. 

‍14.3.        For Default - TheseTerms and/or Client’s access to the Kredium Services may be terminated fordefault upon written notice to the other party as indicated in Section 17.6“Notice”: 
1.    by either party in the event ofa breach of these Terms by the other party, provided the breach is not remediedwithin 30 days of receiving notice from the non-breaching party;
2. by either party, immediately, under Sections 5 “Restrictions”, 8 “Client Data”, 10 “Intellectual Property Rights”or 12 “Indemnification”; or
3.    by Kredium with immediate effect if: (i) Client’s use of the Kredium Services is suspected of involving illegal activities, at Kredium’s sole discretion, (ii) requests made by law enforcement, judicial order or other government agencies for such termination, or (iii) if Client’s use of the Kredium Services endangers the property of others or the Software. 

‍14.4.        Effect of Termination -Upon termination of these Terms and/or Client’s access to the Kredium Servicesfor any reason: 
1.    Kredium shall deactivate and permanently delete the Client's Account and all Client Data in the Kredium Services within 6 months of the effective date of termination of these Terms and/or Client’s access to the Kredium Services. If the Client has specifically requested an earlier deletion of the Account and all Client Data, Kredium shall fulfil such request within 1 month of its receipt.
2.    Client must (i) stop using and prevent the further usage of the Kredium Services, including, without limitation, the Software; (ii) pay any amounts owed to Kredium under theseTerms; and (iii) settle any liabilities incurred under these Terms prior to termination.
3.    Except as otherwise set forth herein, the Client shall not be entitled to any refund of prepaid Fees. 

14.5. Suspension - Kredium reserves the right to suspend access to any part of the Kredium Services or an Account, including the removal of Content, for a defined period, under the following circumstances: (i)violation or suspected violation of these Terms, (ii) legal obligations, (iii)excessive bandwidth usage by the Client or its Users, whether it be of the Kredium Service, any Features, or functionalities, in comparison to other Kredium Service users, or to safeguard the integrity, operability, and security of the Kredium Service. Such suspension will be effective immediately, with or without prior notice. Unless restricted by law or legal process, or to prevent imminent harm to the Kredium Service or any third party, Kredium typically provides notice of such suspension via a banner or email either before or atthe time of suspension. Kredium will, at its discretion and in good faith, adjust any suspension as necessary to maintain the integrity, operability, and security of the Kredium Service. In the case of such suspension, Kredium shall have sole discretion in determining whether any credit or refund of prepaidFees to the Client is warranted.