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Legal

Enterprise Terms

Slim Archiver Enterprise edition

Version 1, in force from ... 2026 · All legal documents

1. Parties and nature of the Contract

These Enterprise Terms are concluded between SLIMARCH SOFTWARE S.R.L., a Romanian limited liability company having its registered office in Cluj-Napoca, ..., registered with the Trade Register under no. ..., EUID ..., fiscal identification code (CUI) ..., which may be contacted at office@slimarchiver.com ("Slimarch"), and the legal person, public institution or other organisation identified in the Order as the customer (the "Customer"), each of them being referred to as a "Party" and together as the "Parties".

These Enterprise Terms, together with the Order and the other documents listed in section 4, form the contract between the Parties for the Enterprise edition of the Slim Archiver software (the "Contract"). The Contract is concluded at a distance, by electronic means, between professionals, and is binding on the Parties in accordance with art. 1270 of the Romanian Civil Code and with Law no. 365/2002 on electronic commerce.

The Contract governs exclusively the relationship between professionals. The Enterprise edition is not offered to consumers, and a natural person who wishes to use the Software for personal purposes may purchase the Pro edition under the Terms of Service.

2. Definitions

In this Contract, the terms below have the following meanings, whether used in the singular or in the plural:

"Affiliate" means an entity that controls the Customer, is controlled by the Customer or is under common control with the Customer, control meaning the direct or indirect holding of more than 50% of the voting rights, provided that the Affiliate is named in the Order.

"Business Day" means a day on which banks are open for general business in Romania, other than a Saturday, a Sunday or a public holiday.

"Confidential Information" means the information defined in section 18.

"Documentation" means the user guides, the administration guides, the release notes and the other technical information about the Enterprise edition published by Slimarch on the Website or made available to the Customer.

"Enterprise Features" means the features of the Software available only in the Enterprise edition, including centralised deployment and configuration, the data-loss prevention policies, the audit logs and their forwarding, the integrations with cloud storage services, password vaults and single sign-on, and the Outlook add-in.

"Hosted Components" means the components of the Software served from the infrastructure used by Slimarch, namely the Outlook add-in, as opposed to the Software installed on the Customer's computers.

"Licence File" means the file digitally signed by Slimarch which contains the name of the Customer, the number of Seats and the expiry date, the e-mail domains of the Customer being included in the manifest of the Outlook add-in, and which unlocks the Enterprise Features of the Software.

"Merchant of Record" means Paddle.com Market Limited, a company registered in England and Wales, which sells the subscription to the Customer in its own name, as reseller, issues the invoice, charges the applicable taxes and collects the price.

"Order" means the quote issued for the Customer and accepted by it in accordance with section 5, which sets out at least the number of Seats, the Subscription Term, the price per Seat and the total price, as well as any Affiliates and any terms specifically agreed.

"Personnel" means the employees, the directors, the officers and the individual contractors of the Customer and of its Affiliates who use the Software for the Customer's purposes.

"Seat" means each computer, physical or virtual, on which the Enterprise edition is installed or used by the Customer, its Affiliates or its Personnel, a computer used by several persons counting as a single Seat.

"Seat Declaration" means the written statement provided for in section 10, by which the Customer declares the maximum number of Seats used.

"Software" means the Slim Archiver software, in the Enterprise edition, including its updates, the Hosted Components and the Documentation.

"Subscription Term" means the period of one year or of three years indicated in the Order, beginning on the date on which the first Licence File is issued, together with each renewal period.

"Website" means the website available at slimarchiver.com and its subdomains.

Terms such as "EULA", "Free edition", "Pro edition", "Major Version" and "Archive", which are not defined in these Enterprise Terms, have the meaning given to them in the End User License Agreement (the "EULA") and in the Terms of Service.

3. Object of the Contract

The object of the Contract is the grant by Slimarch to the Customer, for the Subscription Term and against payment of the price, of a non-exclusive and non-transferable licence to use the Enterprise edition of the Software within the number of Seats set out in the Order, together with the provision of support, of updates and of the Hosted Components under the conditions set out in this Contract.

The Contract does not involve the transfer of any intellectual property right over the Software, the provision of development, integration or consulting services, or the processing by Slimarch of the Customer's data, archives or e-mails. Any services other than those described in this Contract may be provided only on the basis of a separate written agreement.

4. Contractual documents and order of precedence

The Contract consists of the following documents, which the Customer declares that it has read: the Order, these Enterprise Terms, the EULA, the Terms of Service and the Privacy Policy, all of which are available on the Website at slimarchiver.com/legal in the version in force on the date the Order is accepted.

In case of conflict between these documents, they apply in the order in which they are listed above, so that a term specifically agreed in the Order prevails over these Enterprise Terms, and these Enterprise Terms prevail over the EULA and over the Terms of Service. The provisions of the Terms of Service that concern consumers do not apply to the Customer.

The general terms of purchase of the Customer, including those printed on purchase orders, on supplier registration forms or in procurement portals, do not apply to the Contract and do not become part of it, even if they are not expressly rejected by Slimarch or if Slimarch completes a form or accepts a purchase order that refers to them. A purchase order issued by the Customer serves only for its internal administrative purposes.

The purchase relationship with the Merchant of Record, including the invoicing, the payment methods and the taxes, is also governed by the buyer terms of the Merchant of Record, which the Customer accepts when it pays the invoice. The buyer terms of the Merchant of Record do not modify the rights and obligations of the Parties concerning the licence, the use of the Software, the support and the other matters governed by this Contract.

5. Conclusion of the Contract

The Customer may request a quote for the Enterprise edition through the contact form on the Website or by e-mail to sales@slimarchiver.com, indicating its name, its registered office, its identification number, its e-mail domains, the desired number of Seats and the desired Subscription Term. The information on the Website and in the price list constitutes an invitation to negotiate and not an offer, within the meaning of art. 1189 of the Romanian Civil Code.

On the basis of the request, Slimarch sends the Customer a quote, which is valid for 30 days from its issue, unless the quote states otherwise. The quote, accompanied by a link to these Enterprise Terms, constitutes the offer of Slimarch.

The Contract is concluded when the Customer accepts the quote, either by completing the checkout of the Merchant of Record, by confirming its acceptance by e-mail, by signing the quote, or by paying the invoice issued on the basis of the quote, whichever occurs first. At that moment the quote becomes the Order.

The person who accepts the Order on behalf of the Customer declares and warrants that he or she has the authority to bind the Customer and its Affiliates named in the Order. If that person does not have such authority, he or she is personally liable towards Slimarch in accordance with art. 1310 of the Romanian Civil Code.

Slimarch may refuse to issue a quote or to conclude the Contract, in particular where the Customer has previously breached a contract with Slimarch, where the information provided is incomplete or inaccurate, or where the conclusion of the Contract would breach the export control or sanctions rules referred to in section 28.

6. Declarations of the Parties

Each Party declares that it is duly organised and validly existing under the law applicable to it, that it has the capacity and the authorisations necessary to conclude and perform the Contract, and that the conclusion of the Contract does not breach any other obligation by which it is bound.

The Customer declares that it concludes the Contract in the course of its professional activity, that it had the opportunity to read the Contract, to request clarifications and to negotiate its terms before accepting the Order, and that it accepts the Contract in the form in which it was made available to it, together with any terms specifically agreed in the Order.

The Customer declares that the information it has provided for the conclusion of the Contract, including its identification data, its e-mail domains and the names of its Affiliates, is real, complete and up to date, and undertakes to inform Slimarch of any change to such information within 15 days.

The Customer declares that it has a legal basis for the processing of the personal data of its Personnel and of other persons that it carries out through the Enterprise Features, and that it has informed such persons in accordance with the applicable law, Slimarch being under no obligation to verify these matters.

7. Price, invoicing and payment

The Customer may subscribe to a minimum of 5 Seats. The price per Seat is the one set out in the Order for the tier corresponding to the number of Seats and to the Subscription Term chosen, and the total price for the entire Subscription Term is payable in advance, regardless of whether the Subscription Term is one year or three years.

The prices are expressed in the currency indicated in the Order and do not include value added tax or other similar taxes, which are added by the Merchant of Record where applicable, in accordance with the rules of the Customer's country of establishment. Where the reverse charge mechanism applies, the Customer is responsible for accounting for the tax in its own country.

The invoice is issued by the Merchant of Record in its own name, after the conclusion of the Contract, and is payable within 30 days of its issue, by the payment methods offered by the Merchant of Record. The Customer pays the price without any set-off or deduction, and bears its own bank charges.

Slimarch issues the Licence File within 2 Business Days after the payment of the invoice. If the price of a renewal or of additional Seats is not paid within the payment term, Slimarch may, after a written reminder giving the Customer an additional period of 15 days, suspend the issue of any new Licence File and, if payment is still not made, terminate the Contract in accordance with section 26.

The prices paid for a Subscription Term are not refundable, including where the Customer does not use the Software or uses fewer Seats than those ordered, except in the cases expressly provided for in sections 19, 20, 23 and 26 or where a refund is required by mandatory law. The Customer acknowledges that the right of withdrawal provided for consumers does not apply to it.

8. Additional Seats and reduction of Seats

The Customer may increase the number of Seats at any time during the Subscription Term, by a request sent to sales@slimarchiver.com. The additional Seats are invoiced by the Merchant of Record in proportion to the period remaining until the end of the current Subscription Term, at the price per Seat set out in the Order or, if the total number of Seats reaches a higher tier, at the price of that tier for the additional Seats, and Slimarch issues an updated Licence File.

A reduction of the number of Seats may be requested only for the next renewal, by written notice sent at least 30 days before the end of the current Subscription Term, provided that the minimum of 5 Seats is observed. A reduction does not give rise to any refund or credit for the current Subscription Term.

9. Duration, renewal and price protection

The Contract enters into force on the date of its conclusion and remains in force for the Subscription Term set out in the Order.

At the end of each Subscription Term, the Contract is renewed automatically for a new Subscription Term of the same duration and for the same number of Seats, unless either Party notifies the other in writing, at least 30 days before the end of the current Subscription Term, that it does not wish to renew. The Merchant of Record issues the renewal invoice before the end of the current Subscription Term, and that invoice is payable under the conditions of section 7.

A Customer whose subscription is renewed without interruption keeps the price per Seat that applied to its initial Order for each renewal, regardless of any increase in the list prices of Slimarch, this price protection applying to the Seats existing at renewal and to the Seats added under section 8. A Customer whose subscription has expired and who subscribes again pays the prices in force on the date of the new Order.

10. Licence and Licence File

Subject to payment of the price and to compliance with the Contract, Slimarch grants the Customer, for the Subscription Term, a non-exclusive, non-transferable and non-sublicensable licence to install and use the Enterprise edition of the Software on any computer owned, leased or controlled by the Customer or by its Affiliates, for their own internal purposes, within the number of Seats set out in the Order.

The Customer may allow its Personnel, including individual contractors who work for the Customer, to use the Software, solely for the Customer's purposes, and remains liable for their compliance with the Contract as for its own acts. The Customer may not use the Software to provide services to third parties, such as hosting, archiving or outsourcing services, or make it available to its own customers.

The Licence File is not technically limited to a number of computers, so that the number of Seats is a contractual limit, which the Customer undertakes to observe and which is verified in accordance with section 11. The name of the Customer and the number of Seats are digitally signed in the Licence File and are displayed by the Software on each computer, and any modification of the Licence File invalidates it.

The Licence File remains valid until the end of the Subscription Term plus a grace period of 45 days, which is intended solely to allow renewal without interruption. The grace period does not extend the Subscription Term and does not entitle the Customer to use the Enterprise Features without paying for the renewal, the renewal Subscription Term beginning on the day following the end of the previous one.

After the expiry of the Licence File, the Software continues to operate on the Customer's computers with the features of the Free edition, so that the Customer keeps access to all Archives it has created, including encrypted Archives, without the Enterprise Features. The settings and policies configured by the Customer remain stored on its computers and become active again when a new Licence File is installed.

The Customer keeps the Licence File and the manifest of the Outlook add-in confidential and may not disclose them outside its organisation. If the Licence File is disclosed or published, Slimarch may revoke it by written notice and issue a new Licence File, and the Customer must replace the revoked Licence File on all its computers within 15 days. Since the Licence File is verified only on the computers, without any communication with Slimarch, the revocation takes effect through this obligation of the Customer, and the use of a revoked Licence File constitutes unlicensed use.

11. Seat compliance and verification

Within 30 days of each anniversary of the start of the Subscription Term, and also within 15 days of a justified request from Slimarch, the Customer sends Slimarch a Seat Declaration, signed by a legal representative or by a person authorised by the Customer, stating the maximum number of Seats used during the preceding period. The Customer keeps, for the duration of the Contract and for 12 months thereafter, the records reasonably necessary to support the Seat Declarations.

Slimarch may verify compliance with the number of Seats, at its own expense, no more than once in any period of 12 months, with at least 15 days' written notice. The verification is carried out primarily on the basis of reports generated by the Customer's software inventory or device management tools, and, only if such reports are not available or are reasonably disputed, by a verification carried out remotely or at the Customer's premises during normal working hours.

The verification is carried out without unreasonably disrupting the Customer's activity, in compliance with its reasonable security and confidentiality rules, and only to the extent necessary to establish the number of Seats, Slimarch not being entitled to access the Customer's data, Archives or e-mails. Slimarch may entrust the verification to an independent auditor bound by a confidentiality obligation, and the results of the verification are Confidential Information of both Parties.

If the Seat Declaration or the verification shows that the Customer used more Seats than those set out in the Order, the Customer pays for the missing Seats from the date on which the excess use began until the end of the current Subscription Term, at the list price in force on the date of the finding, plus a surcharge of 25% of that amount. The surcharge constitutes a penalty clause within the meaning of art. 1538 of the Romanian Civil Code, agreed by the Parties as an estimate of the damage caused by unlicensed use.

The Parties expressly agree that Slimarch may claim, in addition to the penalty, compensation for the proven damage exceeding it. If the excess use exceeds 5% of the Seats set out in the Order, the Customer also reimburses the reasonable and documented costs of the verification.

The payment of the amounts provided for in this section regularises the excess use for the past and for the remainder of the Subscription Term, the additional Seats being included in the Order from that date. The failure to send the Seat Declaration, the refusal of a verification or the failure to pay the amounts due under this section within 30 days constitutes a material breach of the Contract.

12. Rights and obligations of Slimarch

Slimarch has the following rights:

a) the right to receive the price for the Subscription Term and for any additional Seats, under the conditions of the Contract;

b) the right to verify compliance with the number of Seats and to receive the amounts due for excess use, in accordance with section 11;

c) the right to suspend or terminate the Contract, under the conditions of sections 24 and 26, where the Customer breaches its obligations;

d) the right to develop, modify and improve the Software, including by adding, modifying or removing features, provided that the essential features of the Enterprise edition described in the Documentation on the date of the Order are not substantially reduced during the Subscription Term;

e) the right to use subcontractors and service providers for the performance of the Contract, in accordance with section 29, while remaining liable for their acts;

f) the right to refuse requests that fall outside the scope of the Contract or that are contrary to the law or to its legitimate interests.

Slimarch has the following obligations:

a) to issue the Licence File and the updated Licence Files after payment, within the periods provided for in the Contract;

b) to make available to the Customer, during the Subscription Term, all the updates and new Major Versions of the Enterprise edition released by Slimarch, under the conditions of section 14;

c) to provide support under the conditions of section 15;

d) to make the Hosted Components available on a best-effort basis, under the conditions of section 16;

e) to keep the Documentation reasonably up to date and to inform the Customer of changes to the Software that significantly affect the Enterprise Features or their administration;

f) to correct, within a reasonable time, the security vulnerabilities of the Software that come to its attention and to inform the Customer of critical vulnerabilities and of the measures it recommends;

g) to take appropriate technical and organisational measures to protect the integrity of the Software, of the Licence File and of the update distribution channel against unauthorised modification;

h) to keep the Confidential Information of the Customer confidential, in accordance with section 18, and to process personal data in accordance with the Privacy Policy;

i) to inform the Customer, as far as possible in advance, of any planned unavailability of the Hosted Components and of any decision to discontinue the Enterprise edition, in accordance with section 26.

13. Rights and obligations of the Customer

The Customer has the following rights:

a) the right to install and use the Enterprise edition within the number of Seats and under the conditions of the Contract;

b) the right to receive the updates, the new Major Versions, the support and the Hosted Components under the conditions of the Contract;

c) the right to increase the number of Seats at any time and to reduce it at renewal, in accordance with section 8;

d) the right to price protection at renewal, in accordance with section 9;

e) the right to continue to access its Archives with the features of the Free edition after the expiry of the Licence File;

f) the right to remedy any breach within the cure period provided for in section 26 before the Contract may be terminated.

The Customer has the following obligations:

a) to pay the price and any other amounts due under the Contract within the agreed periods;

b) not to exceed the number of Seats set out in the Order, to send the Seat Declarations and to cooperate in good faith with any verification carried out under section 11;

c) to use the Software only for its internal purposes, in accordance with the Documentation, the EULA and the Contract, and to ensure that its Personnel observe the same rules;

d) not to copy, modify, adapt, translate, decompile, disassemble or reverse engineer the Software, except to the extent expressly permitted by law, and not to circumvent the activation, the Licence File or the other technical protection measures;

e) not to sell, rent, lend, sublicense, distribute or otherwise make the Software available to third parties, and not to use it to provide services to third parties;

f) not to use the Software for unlawful purposes, including the distribution of malware, the concealment of unlawful content or the infringement of the rights of third parties;

g) to install the updates made available by Slimarch, in particular the security updates, within a reasonable time, and to keep its operating systems and its other software supported and up to date;

h) to configure the Enterprise Features, including the data-loss prevention policies, the audit logs, the integrations and single sign-on, and to maintain appropriate backups of its data and Archives, in accordance with section 17;

i) to keep the Licence File, the manifest of the Outlook add-in and its access credentials confidential and to inform Slimarch without delay of any suspected unauthorised use;

j) to provide Slimarch with the information and the access reasonably necessary for the provision of support, including descriptions of errors, log files and, where possible, examples that allow errors to be reproduced, without disclosing personal data or confidential content that is not necessary;

k) to designate up to three administrators who are entitled to contact support and to keep their contact details up to date;

l) to comply with the export control and sanctions rules referred to in section 28.

14. Updates and Major Versions

During the Subscription Term, the Customer is entitled to all updates of the Enterprise edition, including new Major Versions, without any additional charge, the Licence File in force unlocking the Major Versions released during the Subscription Term without the issue of a new Licence File. The Customer decides, through its own deployment tools, when to install updates and new Major Versions on its computers, with the exception of the Hosted Components, which are updated by Slimarch.

Slimarch provides security updates for each Major Version for at least 12 months after the release of the next Major Version, so that the Customer has a reasonable period to plan the migration. After that period, Slimarch may stop providing updates and support for the previous Major Version, and the Customer is responsible for migrating to a supported Major Version.

Slimarch may discontinue the compatibility of the Software with versions of operating systems or of third-party software that are no longer supported by their producers, with notice published in the release notes at least 90 days in advance, except where an earlier discontinuation is required for security reasons.

15. Support

Slimarch provides support by e-mail at support@slimarchiver.com, in English, to the administrators designated by the Customer, and aims to send a first substantive reply within 2 Business Days of receipt of the request (the "target reply time"). A substantive reply means a reply that addresses the request, by providing a solution, a workaround, a request for the information necessary for the analysis or an estimate of the time needed for the correction.

Support covers the installation, deployment, configuration and use of the Enterprise edition in accordance with the Documentation, the analysis of errors reported by the Customer and the correction of reproducible errors, by a workaround or in a subsequent release. Errors that affect security or that prevent the extraction of Archives are treated with priority.

Support does not cover errors caused by the use of the Software contrary to the Documentation or to the Contract, by modifications made by the Customer or by third parties, by hardware, operating systems or third-party software, by Major Versions that are no longer supported, or by the Customer's network, mail service or identity provider, nor does it cover training, consulting, custom development or on-site interventions, which may be provided on the basis of a separate agreement.

The support commitment, including the target reply time, is an obligation of means within the meaning of art. 1481 of the Romanian Civil Code, Slimarch undertaking to use the diligence of a professional, without guaranteeing that every request will receive a reply within the target reply time or that every error will be corrected or will be corrected within a specific period. A delay in replying, in particular during periods of leave or of illness, does not constitute a breach of the Contract, Slimarch replying in such cases as soon as reasonably possible.

16. Hosted Components and single sign-on

The Outlook add-in is served from the infrastructure used by Slimarch and operates within the Customer's mail service provided by Microsoft. Slimarch provides the Hosted Components on a best-effort basis, without any guarantee as to their availability, their uninterrupted operation or their compatibility with every configuration of the Customer, its obligation with respect to them being an obligation of means within the meaning of art. 1481 of the Romanian Civil Code.

Slimarch will use reasonable efforts to restore the Hosted Components as soon as possible in case of interruption and to announce planned maintenance at least 2 Business Days in advance, except for urgent maintenance required for security reasons. Slimarch is not liable for interruptions caused by Microsoft, by the Customer's mail service, by its network or by the infrastructure providers, nor for changes made by Microsoft to its platforms that affect the operation of the add-in, Slimarch undertaking in such a case to make reasonable efforts to adapt the add-in.

Single sign-on is performed by Microsoft, with the accounts of the Customer's Personnel, through an application registered by the Customer in its own Microsoft Entra ID tenant and configured by the Customer's administrator in the Software, the basic profile information obtained in this way remaining on the Customer's computers without being transmitted to Slimarch. The Customer is responsible for the registration and configuration of that application, for the permissions granted to it within its tenant and for the access policies of its Personnel.

17. Configuration of the Software, data-loss prevention and personal data

The Customer is solely responsible for the configuration of the Enterprise edition, including the policies of the data-loss prevention feature, the audit logs, the forwarding of logs to its own systems and the integrations with services chosen by it, such as cloud storage services and password vaults, as well as for the choice and the safekeeping of the passwords and keys used to encrypt Archives. Slimarch cannot recover a lost password or key, and the Archives encrypted with it may become permanently inaccessible.

The data-loss prevention feature, the audit logs and the Outlook add-in process data exclusively on the Customer's computers, in its mail service and in the systems chosen by it, without such data being transmitted to Slimarch. The Customer is the controller of the personal data processed through these features and is solely responsible for informing its Personnel and the other persons concerned, for establishing the legal basis of the processing, for carrying out any data protection impact assessment and for complying with the rules on the monitoring of employees, including art. 5 of Law no. 190/2018 for Customers subject to Romanian law.

In the performance of the Contract, Slimarch processes as controller only the contact details of the Customer's representatives and administrators, the data contained in support requests and the data included in the Licence File and in the manifest of the Outlook add-in, namely the name of the Customer, its e-mail domains, the number of Seats and the expiry date, in accordance with the Privacy Policy. Slimarch does not process personal data on behalf of the Customer, so that the Parties agree that no data processing agreement under art. 28 of Regulation (EU) 2016/679 is required.

The Customer undertakes not to send Slimarch, in support requests or otherwise, personal data, Archives or confidential content that are not necessary for the handling of the request. If such data are nevertheless sent, Slimarch uses them only to handle the request and deletes them in accordance with the Privacy Policy.

18. Confidentiality

For the purposes of the Contract, "Confidential Information" means any information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") or obtained by the Receiving Party in connection with the negotiation or performance of the Contract, in any form and on any medium, which is marked as confidential or which a reasonable person would consider confidential by its nature. Confidential Information includes in particular the prices and terms of the Order, the Licence File, the Seat Declarations and the results of verifications, the Customer's configurations and security information, and the non-public technical information about the Software.

Information is not Confidential Information if the Receiving Party proves that it is or becomes public without any fault of the Receiving Party, that it was lawfully known to the Receiving Party before its disclosure without a confidentiality obligation, that it was lawfully received from a third party without a confidentiality obligation, or that it was developed independently by the Receiving Party without the use of the Confidential Information.

The Receiving Party uses the Confidential Information only for the performance of the Contract, protects it with at least the same degree of care that it uses for its own confidential information, but not less than reasonable care, and discloses it only to its employees, Affiliates, subcontractors and professional advisers who need to know it for the performance of the Contract and who are bound by confidentiality obligations at least equivalent to those in this section.

The Receiving Party may disclose Confidential Information where required by law, by a court decision or by a public authority, provided that it informs the Disclosing Party in advance, where legally permitted, so that the Disclosing Party may seek to protect it, and that it discloses only the information that it is required to disclose.

At the end of the Contract or at the request of the Disclosing Party, the Receiving Party returns or destroys the Confidential Information, except for the copies that it must keep under the law or that are stored in automatic backups, which remain subject to this section until their deletion. The confidentiality obligations continue for 3 years after the end of the Contract, and indefinitely for trade secrets within the meaning of Law no. 11/2019.

Neither Party may make public statements about the conclusion of the Contract or use the name or the trade marks of the other Party in its marketing materials without the prior written consent of the other Party, which may be given by e-mail.

19. Intellectual property

The Software, including its source code and object code, its structure, its interfaces, its Documentation, its updates and all copies thereof, as well as the name "Slim Archiver", the ".slim" archive format, the logos and the other distinctive signs of Slimarch, are protected by Law on copyright and related rights, by the law on trade marks and by the other applicable rules, and are and remain the exclusive property of Slimarch or of its licensors. The Contract grants the Customer only the licence described in section 10 and does not transfer to it any intellectual property right, all rights not expressly granted being reserved to Slimarch.

The Customer may not remove, conceal or modify the notices of copyright, of trade marks or of other rights in the Software, and may not register or use names, trade marks or domain names identical or similar to those of Slimarch in a manner likely to create confusion. The third-party components included in the Software are governed by their own licences, listed in the Documentation, in accordance with section 16 of the EULA.

If the Customer or its Personnel provide suggestions, comments or ideas for the improvement of the Software, Slimarch may use them freely, without any obligation to pay compensation and without any obligation of confidentiality, provided that it does not disclose the Customer's Confidential Information or identify the Customer as their source.

The Customer keeps all rights over its data, its Archives and its configurations, and Slimarch acquires no right over them under the Contract.

If a third party claims that the use of the Software by the Customer in accordance with the Contract infringes its intellectual property rights, Slimarch will, at its own expense and at its choice, obtain for the Customer the right to continue using the Software, modify the Software so that it no longer infringes those rights without substantially reducing its functionality, or, if neither of these solutions is reasonably available, terminate the Contract and refund to the Customer the price paid for the remaining part of the Subscription Term. This obligation applies only if the Customer informs Slimarch of the claim without delay, allows Slimarch to conduct the defence and cooperates reasonably, and does not apply to claims arising from the combination of the Software with products not supplied by Slimarch, from modifications not made by Slimarch or from use contrary to the Contract.

20. Warranties

Slimarch warrants that, during the Subscription Term, the Enterprise edition will operate substantially in accordance with its Documentation, provided that it is installed and used in accordance with the Documentation and the Contract on a supported operating system.

If the Customer reports in writing a material non-conformity with this warranty, giving a description that allows the non-conformity to be reproduced, Slimarch will correct it within a reasonable time or provide a workaround. If Slimarch cannot do so within 30 days of the report, the Customer may terminate the Contract by written notice and receive a refund of the price paid for the remaining part of the Subscription Term, which constitutes the Customer's sole remedy for the non-conformity of the Software.

Apart from the warranty provided for in this section and to the extent permitted by law, the Software is provided "as is", and Slimarch gives no other warranty, express or implied, including any warranty that the Software will be free of errors, that it will operate without interruption, that it will meet all the requirements of the Customer, that it will be compatible with all hardware and software, or that it will detect or prevent every disclosure of data. The Parties expressly exclude the warranty against hidden defects in so far as the law allows such exclusion between professionals.

The data-loss prevention feature is a tool that helps the Customer apply its own policies and does not guarantee compliance with any legal obligation or the prevention of every data incident, the Customer remaining responsible for its overall security and compliance measures.

The Customer warrants that it will use the Software in accordance with the law and with the Contract, that it has the rights necessary over the data it processes with the Software, and that the information it has provided to Slimarch is accurate.

21. Liability and limitation of liability

Each Party is liable for the performance of its obligations under the Contract, in accordance with the Romanian Civil Code and with the limits provided for in this section.

Neither Party is liable for indirect or consequential damage, for loss of profit, of revenue, of business, of goodwill or of opportunities, for the cost of procuring substitute products or services, or for the loss or corruption of data that could have been avoided by the Customer through appropriate backups, even if the Party had been informed of the possibility of such damage.

Slimarch is not liable for damage caused by the use of the Software contrary to the Documentation or to the Contract, by the failure to install the updates made available, by the configuration of the Enterprise Features by the Customer, by the loss of passwords or keys, by the Customer's hardware, operating systems, networks, mail services or identity providers, by the services of third parties chosen by the Customer, by the unavailability of the Hosted Components or by events beyond its reasonable control.

The total liability of each Party arising from or in connection with the Contract, whether contractual or tortious, is limited to the total amount paid or payable by the Customer under the Contract in the 12 months preceding the event that gave rise to liability. In the case of a Subscription Term of three years, the amount taken into account is the portion of the price corresponding to one year.

The exclusions and limitations provided for in this section do not apply to damage caused intentionally or through gross negligence or to damage to the life, bodily integrity or health of a natural person, in accordance with art. 1355 of the Romanian Civil Code. They also do not apply to the Customer's payment obligations, including the amounts due under section 11, to breaches of section 18 on confidentiality, to infringements of the intellectual property rights of Slimarch, or to the Customer's obligations under section 22.

A Party that suffers damage must take reasonable measures to limit it, in accordance with art. 1534 of the Romanian Civil Code, and any claim arising from the Contract must be notified to the other Party in writing, with a description of the facts, within a reasonable period after the Party became aware of it, without prejudice to the general limitation period of 3 years.

The limitations of liability provided for in this section reflect the allocation of risks agreed by the Parties and were taken into account in determining the price, which would be higher in the absence of such limitations.

22. Indemnification by the Customer

The Customer will indemnify Slimarch against any damage, costs, fines and reasonable legal fees arising from claims of third parties, including its Personnel and public authorities, which result from the use of the Software by the Customer or by its Personnel in breach of the Contract or of the law, from the processing of personal data carried out by the Customer through the Enterprise Features, or from the content of the Archives created or distributed by the Customer.

Slimarch informs the Customer without delay of any such claim, allows the Customer to participate in the defence, and does not settle the claim without the consent of the Customer, which may not be unreasonably withheld.

23. Force majeure

Neither Party is liable for the failure or delay in performing its obligations caused by force majeure, within the meaning of art. 1351 of the Romanian Civil Code, namely an external, unforeseeable, absolutely invincible and unavoidable event, such as natural disasters, wars, epidemics, acts of public authorities, large-scale attacks on the infrastructure of the internet or the prolonged failure of the infrastructure providers, which are not attributable to the Party that invokes it. Force majeure does not exempt the Customer from paying amounts that are already due.

The Party that invokes force majeure notifies the other Party in writing within 5 Business Days of the occurrence of the event, describing the event and its likely effects, and takes all reasonable measures to limit its consequences. The performance of the affected obligations is suspended for the duration of the force majeure event.

If the force majeure event lasts for more than 60 days, either Party may terminate the Contract by written notice, without either Party being entitled to claim damages, and Slimarch refunds to the Customer the price paid for the remaining part of the Subscription Term after the date of termination.

24. Suspension

Slimarch may suspend, in whole or in part, the issue of new Licence Files, the support and the access to the Hosted Components, by written notice, if the Customer has not paid the amounts due within the additional period provided for in section 7, if the Customer has committed a material breach of sections 10, 11 or 13 which it has not remedied within 15 days of notification, or if the suspension is necessary to prevent a serious security risk or to comply with the law or with a decision of an authority.

Before the suspension, except in urgent cases, Slimarch gives the Customer the opportunity to provide explanations within at least 5 Business Days. The suspension lasts only until the cause has been removed and does not suspend the Customer's payment obligations. During the suspension, the Software continues to operate on the Customer's computers with the Licence File in force until its expiry.

25. Amendment of the Contract

Slimarch may amend these Enterprise Terms for justified reasons, such as changes in the law, in the Software, in the Merchant of Record or in its business model, by publishing the new version on the Website and notifying the Customer by e-mail at least 30 days before it enters into force.

An amendment that is unfavourable to the Customer applies only from the next renewal of the Subscription Term, unless it is required by law, and the Customer that does not accept the amendment may decide not to renew, in accordance with section 9. An amendment that is not unfavourable to the Customer, or that is required by law, applies from its entry into force.

The terms specifically agreed in an Order may be amended only by a written agreement of the Parties, which may be concluded by exchange of e-mails between their authorised representatives.

26. Termination of the Contract

The Contract ends:

a) on the expiry of the Subscription Term, if either Party has given notice of non-renewal in accordance with section 9;

b) by written agreement of the Parties;

c) by termination for breach (rezoluțiune), at the initiative of either Party, if the other Party commits a material breach of its obligations and does not remedy it within 30 days of receipt of a written notice describing the breach, without the intervention of a court and without any other formality, in accordance with art. 1552 of the Romanian Civil Code;

d) by termination in the cases provided for in sections 19, 20 and 23, or where the continuation of the Contract would breach the export control or sanctions rules referred to in section 28;

e) if Slimarch decides to discontinue the Enterprise edition, by written notice of at least 90 days, in which case Slimarch refunds to the Customer the price paid for the remaining part of the Subscription Term after the date of termination;

f) in any other case provided for by law.

Material breaches by the Customer include, in particular, the non-payment of the price within the additional period provided for in section 7, the use of more Seats than those set out in the Order without regularisation under section 11, the failure to send the Seat Declaration or the refusal of a verification, the modification or disclosure of the Licence File, and the breach of the restrictions in section 13 or in the EULA. Material breaches by Slimarch include, in particular, the failure to issue the Licence File after payment.

In the case of termination for breach by Slimarch, Slimarch refunds to the Customer the price paid for the remaining part of the Subscription Term after the date of termination, without prejudice to the Customer's right to compensation within the limits of section 21.

27. Effects of termination

On the end of the Contract, for any reason, the licence granted under section 10 ends at the expiry of the Licence File in force, and the Customer may continue to use the Software only with the features of the Free edition, under the EULA. In the case of termination for breach by the Customer, Slimarch does not issue any new Licence File and may revoke the Licence File in force by written notice, in which case the Customer must remove it from all its computers within 15 days, without the benefit of the grace period.

The end of the Contract does not affect the obligations that have become due before its end, so that the amounts due for the Subscription Term in progress and the amounts due under section 11 remain payable in full in the case of termination for breach by the Customer, without prejudice to the right of Slimarch to claim damages.

Sections 11, 17, 18, 19, 21, 22, 27, 30 and 31, as well as any other provision which by its nature is intended to continue after the end of the Contract, survive the end of the Contract.

28. Export control and sanctions

The Customer may not use, export, re-export or make the Software available in breach of the export control and sanctions rules of the European Union, of the United Nations, of the United States, of the United Kingdom or of other applicable states, including to persons or territories subject to sanctions or for prohibited purposes. The Customer declares that neither it nor its Affiliates, its directors or the persons who control it are subject to such sanctions.

If the Customer, an Affiliate or a person who controls it becomes subject to sanctions, or if the performance of the Contract would breach such rules, Slimarch may suspend or terminate the Contract with immediate effect, without any liability, to the extent permitted by those rules.

29. Assignment and subcontracting

The Customer may not assign the Contract or the rights and obligations arising from it, in whole or in part, without the prior written consent of Slimarch, except to a successor of its entire business resulting from a merger, a division or a transfer of business, by written notice sent to Slimarch within 30 days.

Slimarch may assign the Contract to a successor of its business or to an entity that takes over the Software, by written notice to the Customer, and the Customer hereby gives its consent to such assignment in advance, in accordance with art. 1315 and the following of the Romanian Civil Code. Slimarch may also assign to third parties the receivables arising from the Contract.

Slimarch may use subcontractors and service providers for the performance of the Contract, such as the Merchant of Record and the infrastructure providers listed in the Privacy Policy, and remains liable towards the Customer for the performance of the obligations entrusted to them.

30. Notices

Any notice or communication between the Parties under the Contract is made in writing, in English, and is sent by e-mail to the following addresses, which the Parties may change by written notice:

a) for Slimarch: office@slimarchiver.com for notices concerning the Contract, sales@slimarchiver.com for Orders, Seats and renewals, and support@slimarchiver.com for support requests;

b) for the Customer: the e-mail address indicated in the Order or, failing that, the e-mail address from which the Order was accepted.

A notice sent by e-mail is deemed received on the Business Day following its sending, unless the sender receives a message that the delivery has failed. Notices of termination, of suspension and of breach may also be sent by courier or by registered letter with acknowledgement of receipt, to the registered office of the other Party.

31. Applicable law and dispute resolution

The Contract is governed by Romanian law, excluding its conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods.

The Parties will try to settle amicably any dispute arising from or in connection with the Contract, including its conclusion, performance, interpretation or termination, through discussions between their representatives, within 30 days of the notice by which one Party informs the other of the dispute.

If the dispute is not settled amicably within that period, it will be settled by the competent courts of the place where Slimarch has its registered office at the date the action is brought, which the Parties choose in accordance with art. 25 of Regulation (EU) No 1215/2012 and with art. 126 of the Romanian Code of Civil Procedure, as the case may be. Slimarch may nevertheless seek interim measures before any competent court.

32. Final provisions

The Contract constitutes the entire agreement between the Parties concerning its object and replaces any prior negotiations, proposals or agreements concerning the same object, without prejudice to liability for fraudulent misrepresentation.

If any provision of the Contract is held to be invalid or unenforceable, the other provisions remain in force, and the Parties will replace the invalid provision with a valid provision that comes as close as possible to its purpose. The failure or delay of a Party in exercising a right under the Contract does not constitute a waiver of that right, and the waiver of a breach does not constitute a waiver of any subsequent breach.

The Parties are independent contractors, and nothing in the Contract creates a partnership, a joint venture, an agency or an employment relationship between them. The Contract is concluded in English and in electronic form, and the electronic records kept by Slimarch and by the Merchant of Record constitute evidence of its conclusion and of its content, unless proven otherwise.

33. Express acceptance of certain clauses

In accordance with art. 1203 of the Romanian Civil Code, the Customer declares that it has read, understood and expressly accepts the following clauses: the exclusion of its general terms (section 4), the absence of refunds (section 7), automatic renewal (section 9), seat verification and the penalty clause (section 11), the limitation of the warranty and the exclusion of the warranty against hidden defects (section 20), the limitation of liability (section 21), indemnification (section 22), suspension (section 24), unilateral amendment (section 25), termination and its effects (sections 26 and 27), the assignment of the Contract by Slimarch (section 29) and the choice of the competent court (section 31), as well as the clauses of the EULA referred to in section 25 of the EULA, which apply to the use of the Software by its Personnel, including where the Software is deployed without the acceptance windows of the installer being displayed.

The Customer expresses this acceptance by ticking a separate box in the checkout of the Merchant of Record, by a statement in the e-mail of acceptance of the quote, or by signing the quote, which expressly refers to the clauses listed above.