1. Terms of Use

SmartLoC (the “Website”) is owned and operated by Smart Letter of Credit GmbH a limited Company, with its principal address at Zur grünen Brücke 18, 23843 Bad Oldesloe, Germany, registered under number HRB 21406 HL (“SmartLoC”, “us” or “we”).

These terms of use (“Terms of Use”) define the legal framework governing access to and use of the Website.

Access to and use of the Website and the services provided through the Website (Services) are subject to your acceptance of these Terms of Use, as they may be amended from time to time by SmartLoC. Please click on the “I agree” button before accessing the Website to express your consent to these Terms of Use. If you do not accept these Terms of Use, you are not permitted and will not be able to access or use the Website. Please read carefully these Terms of Use, as well as our Privacy Policy on: https://www.smartloc.link/privacy-policy, before using the Website.

You hereby represent and warrant that you have the authority, if you are registering as an authorized representative of a Company, to legally bind the Company you represent, and that you are duly authorized to enter into this Agreement on behalf of it (User Company) or, if you register as an individual, that you are the same person (User). The Service is provided to you at the Website: www.SmartLoC.link and subdomains (the “Website ”). The Website, the Service and any other services provided by us through the Website are intended for use only by Users and / or Users Company and these terms are binding and constitute part of the agreement for the Services you are receiving ( Agreement).

Use of the Website

Subject to your full and perfect compliance with these Terms of Use, we grant you a personal, non-exclusive, non-transferable and revocable right of access and use of the Website and its content, including without limitation, any designs, images, animations, videos, audio files, fonts, logos, illustrations, compositions, artworks, interfaces, text, literary works and any other materials (“Content”) for the sole purpose of using the Website and receiving the Services. Any other rights are expressly excluded except otherwise provided in a specific written agreement that follows.

Therefore, you shall not, and shall not authorize a third party to, without limitation, (i) modify, reproduce, represent, adapt and/or translate all or any part of the Website and/or the Content; (ii) extract, all or any part of the Website and/or the Content or create any derivative work from all or part of the Website and/or the Content; (iii) reverse engineer, compile, decompile, disassemble or transform, in any way the object code of the Website and/or the Content into source code; (iv) publish and/or make any use of the Content on any website, media, network or system other than those provided by SmartLoC and as expressly permitted under these Terms of Use; (v) use the Website to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights or is otherwise unlawful; (vi) distribute, license, sublicense, assign, share, sell, resell, rent, lease, loan, transfer, assign, time share or otherwise commercially exploit in any way the Website, the Services and/or the Content; (vii) delete or modify any droit d'auteur, copyright, trademark or any other proprietary rights relating to the Website and/or the Content, which we or our licensors own; or (viii) use the Website, the Services and/or the Content for purposes other than those expressly authorized by these Terms of Use.

In addition, it is strictly prohibited to (i) extract, by permanent or temporary transfer, or re-use all or part of the Content of our Website to another medium, by any means and in any form; (ii) bypass or circumvent any measures employed to prevent or limit access to our Website; (iii) link to any portion of our Website for any purpose; and (v) use any device, software or routine that interferes or attempts to interfere with the normal operation of our Website or take any action that imposes an unreasonable load on our equipment.

We reserve the right to modify all or part of the Website, at any time, including, without limitation, the right to delete, modify and/or vary any elements, features and functions of the Website.

You recognize that you will be able to use the Website only if your device is connected to the Internet network. Traffic or access fees charged to you due to the use of the Website are subject to the general terms concluded with you Internet service provider or mobile network operator. You understand the risks associated with the use of the Internet, including, without any limitation, unavailability of the Website, non-confidentiality or loss of integrity of the data transmitted, potential virus attacks, etc.

Term And Termination

As long as you use the Website, these Terms of Use shall be applicable between you and us.

In the event we consider that your use of the Website is unlawful and/or unauthorized, and/or violates these Terms of Use, we reserve the right to undertake any procedure we deem necessary, including to terminate as of right (de plein droit) your access to the Website and cease the provisions of any Service and to take any legal action we deem appropriate.

Proprietary Rights

The Website, the Services and its Content as well as, without limitation, all copyrights, droits d’auteur, trademarks, trade names, drawings, pictures, databases and any other intellectual property rights in and to the Website, the Services and Content are the property of SmartLoC or its licensors.

Access to and use of the Website, the Services and/or the Content shall not be construed as assigning nor granting any license in respect of any kind of these proprietary rights. We reserve any rights related to the Website that are not expressly granted to you hereunder.

Liability

Unauthorised use of this Website, the Services and/or Content may give, apart to any other rights, rise to a claim for damages and/or be a criminal offence.

SmartLoC, its officers, employees, contractors, or content providers shall not be liable for any loss or damage arising from or otherwise in connection with your use of this Website or any information, Services or Content on this Website.

You will be responsible for any loss we suffer as a result of your violation of these Terms of Use. You agree to indemnify and hold harmless SmartLoC and its affiliates, successors, assigns, employees, agents, directors, officers and shareholders, managers, licensors and insurers, from and against all losses, expenses, damages and costs, including reasonable attorneys’ fees, resulting from any violation by you of these Terms of Use.

To the extent permitted by applicable laws, the Website, the Services and its Content are made accessible on an “as is” and “as available” basis. SmartLoC gives no warranty nor represents, without limitation, that (i) the Website and its supporting elements will meet your requirements, (ii) the same will be uninterrupted, timely, or default and error free, (iii) the result that may be displayed through the Website will be accurate, up to date or reliable, (iv) the quality of any data, information or other material obtained will meet your expectations and that such data, information and other material will be default and error free, or that any errors will be corrected. We reserve the right to correct any errors or omissions on our Website. Although we intend to take reasonable steps to prevent the introduction of viruses, worms, “trojan horses” or other destructive materials to our Website, we do not guarantee or warrant that our Website or materials that may be downloaded from our Website do not contain such destructive features. We are not liable for any damages or harm attributable to such features. If you rely on our Website and any materials available through our Website, you do so solely at your own risks.

We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, our Website (or any part thereof) with or without notice. You agree that we shall not be liable to you or any third party for any such modification, suspension or discontinuance of our Website.

Links To Third-Party Websites

The Website may contain hyperlinks to websites operated by parties other than SmartLoC. Such hyperlinks are provided for your reference only. We are not responsible for (i) the availability or the content of other services that may be linked to our Website, or (ii) the privacy or other practices of such websites.

Because we have no control over such services, you acknowledge and agree that we are not responsible for the availability of such external services, and that we do not endorse or approve and are not responsible or liable for any content, accuracy, quality, advertising, products, services or other materials on or available from such services. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods or services available on or through such service.

Modification of The Terms Of Use

We may modify or adapt these Terms of Use at any time, for the future. We will inform you of any substantial modification by placing a notice on the Website. Your continued access and use of the Website after a modification or adaptation of these Terms of Use will be deemed as your acceptance of any modified terms.

If you disagree with any modification or adaptation of the Terms of Use, you must cease accessing and using the Website and consequently the Services.

Governing Law and Disputes

These Terms of Use are governed by and construed in accordance with German law.

In case of dispute, we encourage you to contact us first at legal@smartloc.link, in order to find an amicable solution. If no amicable solution can be reached, any dispute arising in connection with these Terms of Use shall be subject to the jurisdiction of the courts of Germany.

Miscellaneous

These Terms of Use form the entire agreement between you and us with respect to the subject matter hereof, and supersede the terms of any other communications or advertising with respect to the Website. These Terms of Use shall coexist with, and shall not supersede, our Privacy Policy [https://www.smartloc.link/privacy-policy] and the Agreement.

If any provisions hereof are determined to be illegal, invalid or otherwise unenforceable, in whole or in part, by reason of the laws of any state or country in which these provisions are intended to be effective, then to the extent and within the jurisdiction in which such provisions are illegal, invalid or unenforceable, they shall be severed and deleted from these Terms of Use and the remaining provisions shall survive and continue to be binding and enforceable.

Failure by any party to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision.

2. Agreement

DEFINITIONS

  1. “Affiliate” means, with respect to a Party, any corporation or other entity that controls, is controlled by or is under common control with, such Party.

  2.  “Exporter” means a User and/or User Company as party that has contracted with SmartLoC for purposes of using the Service to set up export and import contracts, track shipments or collect related trade payments and further services provided by SmartLoC

  3.  “Importer” means a User and/or a User Company as party that has contracted with SmartLoC for purposes of using the Service to set up import contracts, track shipments or pay related trade payments and further services provided by SmartLoC

  4. “Trading Parties” means the combination of an “Exporter” and an “Importer” company

  5. “Trading Content” means the content of the trade between an “Exporter” and an “Importer”, in most of the cases but not restricted to goods and/or services

  6. “Authorized User” means a user who is authorized by an Exporter or/ and Importer to access and use the Service on behalf of the Exporter or the Importer.

  7.   “Confidential Information” means any non-public information provided by the disclosing Party (“Disclosing Party”) to the Party receiving the information (“Receiving Party”). Confidential Information includes, but is not limited to, the following:

(i)     with regard to SmartLoC, all SmartLoC Information, analysis data, result data, reports, software, inventions, know-how, ideas, programs, apparatus programs and Intellectual Property Rights related to, connected with or arising out of the Service;

(ii)      with regard to User Company , any non-public information regarding the business or business partners of User Company , in whole and in part; and

(iii)      with regard to either SmartLoC, User and/ or User Company, the terms, conditions, pricing and other contents of this Agreement at their actual status, and any other information, technical data or know-how, including, without limitation, that which relates to research, product plans, products, services, customers, markets, software, software code, software documentation, developments, inventions, lists, trade secrets, data compilations, processes, designs, drawings, engineering, hardware configuration information, marketing or finances.

Notwithstanding the foregoing, Confidential Information does not include Statistics or information, data or know-how which:

(i)     is in the public domain at the time of the disclosure or becomes available to the public thereafter without restriction, and not as a result of the act or omission of the Receiving Party;

(ii)      is rightfully obtained by the Receiving Party from a third party without restriction as to disclosure;

(iii)     is lawfully in the possession of the Receiving Party at the time of the disclosure;

(iv)     is approved for release by written authorization of the Disclosing Party; or

(v)     is developed independently and separately by the Receiving Party without use of the Disclosing Party’s Confidential Information.

  1. “Content” means any data, information or materials provided to SmartLoC by or relating to an User Company, in any media known now or in the future, for use with the Service.

  2. “Data Protection Laws” means all laws (including, without limitation, the general Data Protection Regulation (GDPR) and / or any applicable legislation to any jurisdiction that relate to the processing or the security of Personal Data and which are applicable to the processing of Personal Data by SmartLoC.

  3. The “Escrow account Payment Service” means the payment service offered by SmartLoC and managed and supported by a regulated Electronic Money Institution.

  4. “Force Majeure” means events or conditions beyond a Party’s reasonable control, including, without limitation, acts of common enemy, earthquakes, floods, fires, epidemics, terrorist attacks, embargoes, strike, fire, governmental acts or orders or restrictions, acts of God, lack of internet availability beyond the demarcation of the Service (e.g., issues related to backbone peering point, DNS or root server issues), inability to secure products or services from third parties or any other reason where failure to perform is not caused by the negligence of the nonperforming Party.

  5. “Information” means any technical or business information in written, graphical, oral or other tangible or intangible forms, including, without limitation, specifications, drawings, tools, samples, reports, compilations, records, data, computer programs, drawings, models and secrets.

  6. “Intellectual Property Rights” (IPR) means any patent rights, copyrights, trade secrets, trade names, service marks, trademarks, moral rights, know-how and any other similar rights or intangible assets recognized under any laws or international conventions, and in any country or jurisdiction in the world, as intellectual creations to which rights of ownership accrue, and all registrations, applications, disclosures, renewals, extensions, continuations or reissues of the foregoing now or hereafter in force.

  7. “Statistics” means any summarized, derivative, aggregated, de- identified, or non-attributable statistical information associated with Transaction Information (e.g., supplier registration/participation rates, segmentation analysis, offer activity, invoice load trending analysis and industry, sub-industry and geographical trending analysis) that may be combined with other information to optimize, construct, provide or improve SmartLoC’s performance, modeling, products or services.

  8. “Party” or “Parties” means, individually or collectively, as the case may be, SmartLoC and User and/ or User Company and any and all permitted successors and assigns.

  9. “Person” means an individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company, a government or any political subdivision or agency thereof or any other entity.

  10. “Residual Data” means all data (e.g., duplicate information shared between an Exporter and an Importer through the Service, including invoice information, discount proposals, dates and project- and shipment numbers associated with purchase orders and invoices) for Importers and Exporters who register and/or participate in the Services, and related documents.

  11. “Sanctions” means economic, trade or financial sanctions, requirements or embargoes imposed, administered or enforced from time to time by any Sanctions Authority.

  12. “Sanctions Authority” means the European Union and any EU member state, the United Nations Security Council, the United States (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State and the Bureau of Industry and Security of the U.S. Department of Commerce), the United Kingdom (including, without limitation, Her Majesty’s Treasury) and any other relevant sanctions authority.

  13. “Sanctioned Jurisdiction” means, at any time, a country or territory that is, or whose government is, the subject of Sanctions.

  14. “Sanctioned Person” means, at any time, (a) any Person listed in any Sanctions-related list maintained by any Sanctions Authority, or (b) any Person located, organized or residing in a Sanctioned Jurisdiction.

  15. “Service” means SmartLoC’s proprietary services platform, related tools and other services accessed and used by User and / or User Company (pursuant to this Agreement) and their Authorized Users to conclude, accept and document the platform, including any successor or replacement or future services offering the same or more functionality than its predecessor.

  16. “Software” means (i) any proprietary SmartLoC computer software program or application, or those of its third-party licensors, utilized by SmartLoC in the establishment, operation and/or the provision of the Service including any proprietary schema, data processing or storing applications, tools, methodologies and databases and (ii) ) all and/ or part of the source code , documentation, updates, upgrades and derivative works thereof.

  17. “User Services” means any consultancy services such as implementation, training or support to be provided by SmartLoC as set out in the signup process or as agreed between the User and User Company and SmartLoC in writing from time to time.

  18. “Username” and “Password” means the unique login credential for Users.

  19. “Transaction Information” means all data, Content, and information generated or posted through the Service that is disclosed directly or indirectly to SmartLoC by any party but shall not include any information which was at the time of disclosure within an enumerated exception to the definition of Confidential Information

Service Access

1.Use

SmartLoC hereby grants User and/ or User Company a non-exclusive, non-transferable, limited right to permit Authorized Users to access and use the Service, subject to the following restrictions: (i) User and/ or User Company may use the Service solely for Exporter’s and Importer’s own internal business purposes; and (ii) User and/ or User Company shall not (A) make any copies of all or any portion of the Service; (B) sell, sublicense, distribute, rent, lease or assign the Service to any other person or entity; (C) modify, reverse engineer, decompile, disassemble, translate, alter or create derivative works based on the Service; (D) except for Authorized Users, permit any third party to use the Service; (E) create Internet “links” to or from the Service, or “frame” or “mirror” any content forming part of the Service, other than on User and /or User Company’s or its Authorized Users’ own intranets or otherwise for its own internal business purposes, (F) send spam or other duplicative or unsolicited messages in violation of applicable laws, (G) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights, (H) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (I) interfere with or disrupt the integrity or perform of the Service or the data contained therein; or (J) attempt to gain unauthorized access to the Service or its related systems or networks.

2. Access to the Service 

SmartLoC shall provide access to the login screen to User and/ or User Company on the instruction of, and on behalf of a User and/ or User Company shall be permitted to create a unique login credential (“Username” and “Password”) to be confidential and used by Authorized Users to access the Services. User and/ or User Company will be solely responsible and liable for all activities that occur under any Username and Password created by them. User and / or User Company shall immediately notify SmartLoC of any unauthorized use of any Username or Password and SmartLoC shall take such action as it deems appropriate to address the unauthorized use. User and/ or User Company agree on their own behalf, and agree to require its Authorized Users, to access the Service in a secure manner in compliance with SmartLoC’s reasonable standards established from time to time, which currently require, to the extent applicable, use of web browser utilizing 128 bit SSL encryption. We are entitled to adopt at any time additional security measures, which will be communicated to you.

Scope, Availability and Modifications

1.Scope of Service 

The Service is intended to support User and/ or User Company in setting up international trading contracts with a support for the necessary documents for international trade, enable Shipment tracking between User and/ or User Company and supporting the payment settlement of the trade contract as principals and SmartLoC does not act for or represent in any way either Exporters or any Importer. SmartLoC is not a party to, third party beneficiary of, or a guarantor of performance with respect to any transaction, agreement or arrangement concluded between the Exporter and any Importer using the Service. Specifically, (i) SmartLoC does not control the quality, safety, legality or availability of the Trading Content or services accessed through the Service, the terms and conditions on which the Trading Content, and/or related services accessed are provided, or any Trading Party’s compliance with any agreement that it may execute with the other Trading Party; (ii) SmartLoC undertakes no duties to receive or distribute any payments agreed by User and/ or User Company other than the ones supported by the SmartLoC Escrow account Payment Service; and (iii) under no circumstances shall SmartLoC in any manner obtain an interest in, or otherwise be deemed to be within the chain of title of, any Trading Content, and/or related services accessed by User Company . User and/ or User Company acknowledges that SmartLoC takes no responsibility for the terms and conditions governing the provision of any Trading parties Trading Content, and/or related services

User and/ or User Company shall address any issues arising from any transaction, agreement or arrangement concluded between Exporters and any Importer using the Service exclusively with the relevant Importer and shall not hold SmartLoC responsible or liable in any way for the actions or omissions of any User and/ or User Company.

2. Effect of Using the Service 

User and/or User Company acknowledge and agree that the effect of using the Service results in an Exporter concluding an trade agreement with an Importer or vis versa, an Exporter shipping the goods to the Importer and / or an Importer receiving the goods shipped by the Exporter and / or the Importer paying the Exporter over the SmartLoC Escrow account Payment Service at the SmartLoC pricing policy valid at the time of concluding the agreements under these Terms and Conditions.

3. Availability of Service 

User and /or User Company acknowledge and agree that the availability of the Service is subject to the availability of connection services and functions to and within the Internet and that We have no liability in case of poor internet operation. Accordingly, SmartLoC shall not have any liability for any breach of any representation, warranty or covenant of this Agreement that arises out of or relates to the unavailability of such connection services and other network functions for whatever reason. SmartLoC cannot be made liable for downtimes that are required for the maintenance of its services.

4. Modification of Service

User and/ or User Company understand and agree that SmartLoC may modify the Service, the name or the manner in which the Service is made available, and that those modifications may create differences in how accesses the Service. User and/or User Company further understand and agree that, upon reasonable advance written notice to Users, SmartLoC reserves the right to replace or cease offering any of the Service.

5. Indemnity

User and/ or User Company shall indemnify, defend and hold harmless SmartLoC and its directors, officers, members, managers and employees from and against all claims, actions, liabilities, losses, expenses, damages and costs (including reasonable attorneys’ fees), that may at any time be incurred by reason of claim from any third party arising out of or relating to a breach of this Agreement by them; any claim from a User Company arising out of counterparty’s use or misuse of the Service, or any claim that is inconsistent with a Exporter’s or Importer’s representations or warranties to SmartLoC contained in the Agreement.

Proprietary Rights

1. Title to Technology 

All Intellectual Property Rights pertaining to SmartLoC, the Software, Statistics and the Service, in whole or in part, shall be, vest with and remain the exclusive property of SmartLoC and its third-party licensors. User and/or User Company shall not on its own behalf or on behalf of any third party violate SmartLoC’s Intellectual Property Rights.

2. Statistics 

Users agree that SmartLoC uses anonymized Transaction Information to create Statistics for further services.

3. Title to Content 

All title, right, and interest in and to any Content submitted to in the course of providing the Service shall remain the property of the  User and/ or User Company or other third-party owners, if any. If all or part of any Content becomes the subject of an actual or threatened lawsuit or if SmartLoC believes such Content may violate a third party’s Intellectual Property Rights or applicable law, SmartLoC will immediately be entitled to remove such Content without incurring any liability to the User and/ or User Company. All title, right and interest in and to content licensed by SmartLoC from third party licensors and utilized in the process of providing the Service, if any, shall remain the exclusive property of SmartLoC or its third-party licensors.

4. Suggestions 

SmartLoC shall have a royalty-free, worldwide, perpetual, free of charge and irrevocable license to use or incorporate into the Service any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Exporters, Importers, Users and/ or Users Company and their Authorized Users relating to the Service.

5. Exporter’s and Importer’s License to SmartLoC 

User and / or User Company hereby grant a limited, non-transferable license to SmartLoC for SmartLoC to use the name, logos and trademarks to identify User and/ or User Company as a User of the Website and the Services for SmartLoC’s marketing and public relations purposes, including marketing materials, advertisements, customer lists, press releases, presentations, and publications during the term of this Agreement. SmartLoC may also provide Exporters’ and Importers’ name, logos and trademarks, including, without limitation Exporter’s and Importer’s contact personnel names and contact information, to SmartLoC’s User and/ or User Company clients and other third parties with which SmartLoC has a business relationship for the purpose of expanding adoption of the Service by User and/ or User Company . SmartLoC must obtain Exporter’s and Importer’s prior written consent for any other uses of Exporter’s and Importer’s name, logos, and trademarks, such consent not to be unreasonably withheld or delayed; provided, however, that no consent by User and/ or User Company shall be required where the use of User and/ or User Company’s information is compliant with the Agreement or the SmartLoC Privacy Policy.  

Confidentiality and Data Protection

1.  Nondisclosure of Confidential Information

Each Party shall retain the other Party’s Confidential Information in the strictest confidence (i.e., on a need to know basis) and shall not disclose such Confidential Information to any third party. Each Party agrees: (i) to use the Confidential Information only for the purposes of this Agreement and as expressly permitted by this Agreement; (ii) not to make copies of or store Confidential Information or any part thereof except as expressly permitted by this Agreement; (iii) to reproduce and maintain on any copies of any Confidential Information such proprietary legends or notices (whether of Disclosing Party or a third party) as are contained in or on the original or as the Disclosing Party may otherwise reasonably request; and (iv) to treat this Agreement as Confidential Information. The Receiving Party shall notify the Disclosing Party in writing of any known unauthorized use, possession or disclosure of Confidential Information of the Disclosing Party. The Disclosing Party shall have the sole right (but shall be under no obligation) to take legal or other action against any third party with respect to any such unauthorized use, possession or disclosure of Confidential Information of the Disclosing Party, and the Receiving Party shall cooperate with the Disclosing Party in such effort.

2. Remedies

The Parties agree that, notwithstanding any other section of this Agreement, the non-breaching Party shall be entitled to seek equitable relief to protect its interests, including, without limitation, preliminary and permanent injunctive relief, as well as monetary damages. Nothing stated herein shall be construed to limit any other remedies available to the Parties.

3. Disclosures to Governmental Entities

 If Receiving Party becomes legally obligated to disclose Confidential Information by any governmental entity as a result of court order, subpoena or similar legal action (“Compelled Disclosure”), the Receiving Party will give the Disclosing Party prompt written notice. The Receiving Party will cooperate with the Disclosing Party’s reasonable efforts to quash, modify or challenge the Compelled Disclosure, and will disclose only such information as is legally required. Notwithstanding anything herein to the contrary, a Compelled Disclosure is not considered a breach of Section 5.1 above.

4. Data Protection 

To the extent SmartLoC processes any Personal Data as a result of providing the Service, User and/ or User Company agree that SmartLoC does so as Data Processor and  that User and/ or User Company is the Data Controller in relation to such Personal Data and in relation to such Personal Data: (i) SmartLoC will process such Personal Data for the sole purpose of providing the Service in accordance with the terms of this Agreement and any lawful written instructions reasonably given to SmartLoC by User and/ or User Company from time to time; and (ii) User and/ or User Company will have in place appropriate technical and organizational security measures against unauthorized or unlawful processing of such Personal Data and against accidental loss or destruction of, or damage to, such Personal Data. For the purposes of this Agreement, the terms “Personal Data”, “Data Processor” and “Data Controller” shall have the same meaning as set out in Data Protection Regulations.

5. International Data Transfers 

SmartLoC and User and/ or User Company agree that any Personal Data processed as a result of providing the Service may be hosted or stored in the European Union and in other countries whenever it is needed to provide the Service. In respect of such Personal Data, SmartLoC represents and warrants that it has taken appropriate measures to comply with applicable Data Protection Laws in respect of such Personal Data.

Term and Termination

1.Term 

This Agreement shall become effective on the date User and/ or User Company or any Authorized User first registers on the Website and agrees to these terms and shall continue in force so long as the Service is being provided by SmartLoC to User and/ or User Company .

2. Termination for Cause 

SmartLoC may terminate this Agreement if (a)(i) the User and/ or User Company commits a breach on the provisions of the Agreement; and (ii) such breach is not cured within three (3) business days after notice of default is provided to User and/ or User Company ; or (b) User and/ or User Company terminates or suspends its business activities, becomes insolvent, admits  in writing its inability to pay its debts as they mature, makes an assignment for the  benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority, or becomes subject to any bankruptcy or insolvency proceeding under any applicable law.

3. Termination for Convenience

Either Party may terminate this Agreement at any time, for any reason at its sole discretion, by providing the other Party no less than thirty (30) days advance written notice thereof.

4. Effect of Termination 

Upon termination of this Agreement, consistent with the terms herein, SmartLoC may immediately discontinue User and/ or User Company’s access to and use of the Service. User and/ or User Company shall promptly discontinue use of any Service and destroy any  Confidential Information that User and/ or User Company has received from SmartLoC. For a period of not less than ten (10) years post-termination, SmartLoC may keep one (1) copy of all Residual Data for archival, litigation, regulatory, financial and audit tracking purposes in accordance with standard data security, audit and accounting practices. SmartLoC is not required to affirmatively purge delete or purge any records in backup or archival systems kept in the normal course of business.

5. Survival

Notwithstanding any termination of this Agreement, Sections 5.1 (“Confidentiality”) shall survive for a period of five (5) years, Section 8.4 (“Employee Solicitation”) shall survive for a period of one (1) year, while Sections 3.5 (“Indemnity”), 4 (“Proprietary Rights”), 7 (“Disclaimer; Warranty; Limitation of Liability”), and 8.6 (“Governing Law”) shall survive termination of this Agreement indefinitely. All other rights granted hereunder will cease upon termination.

Disclaimer, Warranty, Limitation of Liability

1.Disclaimer 

To the maximum extent allowed by law and except as unambiguously and expressly set forth in this Agreement, the User and / or User Company Services are provided “as is” and SmartLoC specifically excludes and disclaims all implied warranties, conditions and representations (including relation to quality, skill and care and fitness for a particular purpose) connected with, related to or arising out of this Agreement and any representation, condition or warranty that access or use of the Service will be error-free, secure or uninterrupted, or that information or content will be accurate or timely.

2. User and/ or User Company’s Warranty

User and/ or User Company represent and warrant that (i) its Authorized Users have authority to act on behalf of User and/ or User Company ; and (ii) all Transaction Information or other materials submitted by User and/ or User Company to SmartLoC hereunder will not (A) infringe on any third party’s rights, including any Intellectual Property Rights, (B) violate any applicable law, statute, ordinance or regulation; or (C) contain viruses, trojan horses, worms, time bombs, cancel bots or other similar harmful or deleterious programming routines. User and/ or User Company warrants that: (i) it is duly organized, validly existing and in good standing under applicable law; (ii) it has the power and authority to execute, deliver and perform under this Agreement; and (iii) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.

3. LIMITATION OF LIABILITY 

TO THE MAXIMUM EXTENT ALLOWED BY LAW, IN NO EVENT WILL SmartLoC (OR ANY SmartLoC SUBCONTRACTOR) BE LIABLE FOR ANY LOSS OF PROFITS OR REVENUE, LOSS OF BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGIES OR SERVICES, COST OF COVER OR PUNITIVE OR EXEMPLARY, OR AND DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OF OR USE OF THE SERVICE OR SUPPLIER SERVICES, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, SmartLoC (AND ANY SmartLoC SUBCONTRACTOR) WILL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY DELAY IN DELIVERY OR FURNISHING THE SERVICE OR SUPPLIER SERVICES. SmartLoC’S AGGREGATE LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THIS AGREEMENT, WILL NOT, IN ANY EVENT, EXCEED THE GREATER OF FEES ACTUALLY PAID BY USERS TO SmartLoC PURSUANT TO THIS AGREEMENT DURING THE SIX (6) MONTHS PRIOR TO THE OCCURRENCE OF THE BREACH OR INCIDENT.

4. Exclusion 

Nothing in this Agreement excludes the liability of SmartLoC for death or personal injury caused by SmartLoC’s negligence or for fraud or fraudulent misrepresentation.

General

1. Compliance 

User and/ or User Company agrees that: (i) they will provide to SmartLoC any information in its possession related to an Authorized User who may be a Sanctioned Person; (ii) if SmartLoC determines in its commercially reasonable discretion that any Authorized User is a Sanctioned Person, SmartLoC may deactivate the Sanctioned Person as an Authorized User; (iii) User and/ or User Company shall comply with all relevant laws and regulations, anti-bribery/corruption, anti-money laundering and export control laws, and tax information reporting requirements applicable to this Agreement; (iv) if User and/or User Company is listed as a Sanctioned Person, User and/ or User Company will notify SmartLoC; and (v), if SmartLoC determines in its commercially reasonable discretion that User Company is Sanctioned Person, SmartLoC may deactivate User and/ or User Company and no further invoices for User and / or User Company will be submitted to the Service.

2. Notices 

Any notice required or permitted under the terms of this Agreement shall be delivered in person, by overnight courier service, or by first class, registered or certified mail, postage prepaid, (i) if to User and/ or User Company, to the address provided by User and/ or User Company during the sign-up process or (ii) if to SmartLoC, Attention: SmartLoC – Legal Notices, Zur grünen Brücke 18, 23843 Bad Oldesloe. All such notices shall be deemed to have been given upon receipt.

3. Third Party Rights 

Save as expressly provided for in this Agreement, this Agreement does not confer any rights on any person not a Party to this Agreement.

4. Assignment and Subcontracting 

Neither this Agreement nor any rights under this Agreement may be assigned or otherwise transferred by User and/ or User Company , in whole or in part, whether voluntarily or by operation of law, without the prior written consent of SmartLoC. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the Parties and their respective successors and assigns. Notwithstanding anything to the contrary, SmartLoC shall have the right to subcontract any of its obligations hereunder to third parties.

5. Governing Law 

This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the laws of the Federal Republic of Germany, without reference to conflict of laws principles.

In case of dispute, we encourage you to contact us first at legal@smartloc.link in order to find an amicable solution. If no amicable solution can be reached, any dispute arising in connection with these Terms of Use shall be subject to the jurisdiction of the courts of Germany.

6. Independent Contractors 

The relationship of SmartLoC and User and/ or User Company established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed or implied to give either Party the power to direct or control the day-to-day activities of the other or constitute the Parties as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking.

7. Terms. 

This Agreement is subject to change by SmartLoC without notice, and User and/ or User Company agrees to abide by the Agreement in effect each time that User Company accesses the Services. The revised Agreement will be effective when executed digitally on the website.

3. Privacy Policy / Personal Data Declaration

Information on the Collection of Personal Data and Contact Details of User and / or Company User and its users

Information we collect stays with SmartLoC.

Any User and/ or User Company information collected by SmartLoC will only be used to improve your SmartLoC experience. This Privacy Policy describes how SmartLoC collects, uses, shares and secures the personal information you provide.

This Privacy Policy governs the manner in which SmartLoc. collects, uses, maintains and discloses information collected from users (each, a “User”) of the www.smartloc.link website and subdomains (“Site”) and our Service (SmartLoC). This privacy policy applies to the Website and all Services offered by SmartLoC. It also describes the choices available to you regarding our use of your personal information and how you can access and update this information.

Personal identification information

We may collect personal identification information from Users and/or User Company in a variety of ways, including, but not limited to, when they visit our Website, register on the site, respond to a survey, fill out a form, and in connection with other activities, services, features or resources we make available on our Website. Users may be asked for, as appropriate, name, email address, phone number. Users may, however, visit our Website anonymously. We will collect personal identification information from you only if they voluntarily submit such information to us. You can always refuse to supply personal information, except that it may prevent them from engaging in certain Website related activities.

Cookies

In order to make your visit to our website attractive and to enable the use of certain functions, we use so-called cookies on various pages. These are small text files that are stored on your end device. Some of the cookies we use are deleted after the end of the browser session, i.e. after closing your browser (so-called session cookies). Other cookies remain on your terminal and enable us or our partner companies (third-party cookies) to recognize your browser on your next visit (persistent cookies). If cookies are set, they collect and process specific user information such as browser and location data as well as IP address values according to individual requirements. Persistent cookies are automatically deleted after a specified period, which may vary depending on the cookie. You can check the duration of the respective cookie storage in the overview of the cookie settings of your web browser.

In some cases, cookies are used to simplify the ordering process by saving settings (e.g. remembering the content of a virtual shopping basket for a later visit to the website). If personal data are also processed by individual cookies set by us, the processing is carried out in accordance with Art. 6 (1) point b GDPR either for the execution of the contract or in accordance with Art. 6 (1) point f GDPR to safeguard our legitimate interests in the best possible functionality of the website and a customer-friendly and effective design of the page visit.

Please note that you can set your browser in such a way that you are informed about the setting of cookies and you can decide individually about their acceptance or exclude the acceptance of cookies for certain cases or generally. Each browser differs in the way it manages the cookie settings. This is described in the help menu of each browser, which explains how you can change your cookie settings. You will find these for the respective browsers under the following links:

Internet Explorer: https://support.microsoft.com/en-us/windows/delete-and-manage-cookies-168dab11-0753-043d-7c16-ede5947fc64d

• Firefox: https://support.mozilla.org/en-US/kb/enhanced-tracking-protection-firefox-desktop

• Chrome: https://support.google.com/chrome/answer/95647?hl=en&hlrm=en

Safari: https://support.apple.com/en-gb/guide/safari/sfri11471/mac

Opera: https://help.opera.com/en/latest/web-preferences/#cookies

Please note that the functionality of our website may be limited if cookies are not accepted.

Log Files

As is true of most web sites, we gather certain information automatically and store it in log files.  This information may include internet protocol (IP) addresses, browser type, internet service provider (ISP), referring/exit pages, operating system, date/time stamp, and/or clickstream data. We may combine this automatically collected log information with other information we collect about you. We do this to for purposes of analytics and to improve site functionality.

Widgets

Our Website includes Social Media Features, such as showing a Twitter or LinkedIn feed. These features may collect your IP address, which page you are visiting on our site, and may set a cookie to enable the Feature to function properly. Social Media Features and Widgets are either hosted by a third party or hosted directly on our Site. Your interactions with these Features are governed by the privacy policy of the company providing it.

How we use collected information

SmartLoC may collect and use your personal information for the following purposes:

  • To provide and improve customer service

  • Information you provide helps us respond to your customer service requests and support needs more efficiently.

  • To personalize user experience

  • We may use information in the aggregate to understand how our Users as a group use the services and resources provided on our Website.

  • To improve our Website and Services

  • We may use information you provide to improve and create new Services.

  • To run a promotion, contest, survey or other Website feature

  • To send you information you agreed to receive about topics we think will be of interest to them.

  • To send periodic emails

We may use the email address to respond to your inquiries, questions, and/or other requests. If a you decide to opt-in to our mailing list, you will receive emails that may include company news, updates, related product or service information, etc. If at any time you would like to unsubscribe from receiving future emails, we include detailed unsubscribe instructions at the bottom of each email and you may also unsubscribe within your profile settings.

Updating/Correcting Personal Information

Upon request we will provide you with information about whether we hold any of your personal information.  If your personal information changes, or if you no longer desire the Service, you may access, update, or delete it by making the change on our member information page or also through the contact details mentioned above. We will respond to your request to access within a reasonable timeframe.

We partner with a third party to display advertising on the Website (or to manage our advertising on other sites). Our third party partner may use cookies or similar technologies in order to provide you advertising based upon your browsing activities and interests. [ If you wish to opt out of interest-based advertising click here . Please note you will continue to receive generic ads.]

Data Retention

We will retain your information for as long as your account is active or as needed to provide you Services. If you wish to cancel your account or request that we no longer use your information to provide you Services contact us at contact@SmartLoC.link. We will retain and use your information to the extent necessary and permissible under applicable law to comply with our legal obligations, resolve disputes, and enforce our agreements.

How we protect your information

We adopt appropriate data collection, storage and processing practices and security measures to protect against unauthorized access, alteration, disclosure or destruction of your personal information, username, password, transaction information and data stored on our Website.

Sensitive and private data exchange, if any, between the Website and you happens over a SSL secured communication channel and is encrypted and protected with digital signatures. No method of transmission over the internet, or method of electronic storage, is 100% secure, however. Therefore, we cannot guarantee its absolute security. If you have any questions about the security of your personal information, you can contact us at contact@SmartLoC.link.

Sharing your personal information

We do not sell, trade, or rent personal identification information to others. We may share information regarding you with our business partners, trusted affiliates and advertisers for the purposes outlined above. We may use third party service providers to help us operate our business and the Website or administer activities on our behalf, such as sending out newsletters or surveys. We may share your information with these third parties for those limited purposes provided that you have given us your permission.

We may also disclose your personal information as required by law such as to comply with a subpoena, or similar legal process when we believe in good faith that disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or respond to a government request, if SmartLoC is involved in a merger, acquisition, or sale of all or a portion of its assets, you will be notified via email and/or a prominent notice on our Website of any change in ownership or uses of your personal information, as well as any choices you may have regarding your personal information.

Third party websites

You may find advertising or other content on our Website that link to the sites and services of our partners, suppliers, advertisers, sponsors, licensors and other third parties. We do not control the content or links that appear on these sites and are not responsible for the practices employed by websites linked to or from our Website. In addition, these sites or services, including their content and links, may be constantly changing. These sites and services may have their own privacy policies and customer service policies. Browsing and interaction on any other website, including websites which have a link to our Website, is subject to that website’s own terms and policies.

Blog and forum

The Website offers publicly accessible blogs or community forums. You should be aware that any information you provide in these areas may be read, collected, and used by others who access them. To request removal of your personal information from our blog or community forum, contact us at contact@SmartLoC.link In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why.

Testimonials

We may display personal testimonials of satisfied customers on our Website in addition to other endorsements. With your consent we may post your testimonial along with your name. If you wish to update or delete your testimonial, you can contact us at contact@SmartLoC.link.

Collection and Use of 3rd Party Personal Information

You may provide personal information about other people, such as their name, email address, phone number and job title. When you provide us with personal information about your contacts we will only use this information for the specific reason for which it is provided. If you believe that one of your contacts has provided us with your personal information and you would like to request that it be removed from our database, please contact us at contact@SmartLoC.link.

Information Related to Data Collected through SmartLoC

SmartLoC collects information under your direction, and has no direct relationship with the individuals whose personal data it processes.

Choice

We collect information for you, if you are a customer of one of our Clients and would no longer like to be contacted by one of our Clients that use our service, please contact the client that you interact with directly.

Service Provider, Sub-Processors/Onward Transfer

SmartLoC may transfer personal information to third parties/companies that help us provide our Service. Transfers to subsequent third parties are covered by the provisions in this Policy regarding notice and choice and the service agreements with you.

Access to Data Controlled by our Clients

SmartLoC acknowledges that you have the right to access your personal information. SmartLoC has no direct relationship with the individuals whose personal data it processes. A User and/ or User Company, who seeks access, or who seeks to correct, amend, or delete inaccurate data should direct his query to SmartLoC’s (the data controller). If you request SmartLoC to remove the data, we will respond to your request within a reasonable timeframe.

Governing Language 

This Privacy Policy is entered into in the English language. Any translation prepared for any reason shall be a non-binding accommodation of no legal effect, and the English version of this Privacy Policy shall govern. All communications with respect to this Privacy Policy shall be in the English language. Without limiting the generality of this provision, you acknowledge that: (i) you shall not assert any claim based upon any translation or any discrepancy or purported discrepancy between such translation and this English-language version of this Privacy Policy; and (ii) any such translation shall not be used to interpret this Privacy Policy. The English language version of this document is available here: https://www.smartloc.link/privacy

Changes to this privacy policy

SmartLoC has the discretion to update this privacy policy at any time. If we make any change in how we use your personal information we will notify you by any available mean prior to the change becoming effective. We encourage you to periodically review the Website in this page for the latest information on our privacy practices.

Your acceptance of these terms

By using this Website, you signify your acceptance of this policy. If you do not agree to this policy, please do not use the Website. Your continued use of the Website following the posting of changes to this policy will be deemed your acceptance of those changes.

Contacting us

If you have any questions about this Privacy Policy, the practices of this site, or your dealings with this Website, please contact us at: legal@SmartLoC.link

About

SmartLoC helps international trading partners to simplify the order to payment cycle through easy, digital and secure collaboration, IoT based multimodal tracking and secure and easy payment and collection.

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