Terms of Service

1.1. "Client" shall refer to any legal entity that has entered into this Agreement by creating an account on the Company Website for access to and use of the Services.

1.2. "Client Data" shall refer to all electronic data, text, messages, communications, or other materials submitted, posted, transmitted, or otherwise made available by Client through the Services, including Personal Information, exclusive of any content provided by the Company.

1.3. "Services" shall encompass all offerings provided by the Company to the Client under this Agreement, including without limitation, the ShortlistIQ application, technical support, and any other related services as may be stipulated in the Order Form.

1.4."Company's Website" shall refer to the marketing website for ShortlistIQ application hosted at https://app.shortlistiq.com/subscription.

1.5. "Subscription page" shall refer to the page accessible upon signing in the ShortlistIQ application. The page outlines all subscription plans, billing cycle lengths, and their differences. The Client can subscribe, upgrade, downgrade, or cancel any of their plans by using this page.

2.1.The Company grants the Client a non-exclusive right to access and use the Services during the Term, in accordance with this Agreement and the applicable laws and regulations.

2.2.The Company employs Google Cloud Platform for data hosting, relying on its robust security certifications and protections. The Client acknowledges that the Company follows best efforts and industry practices to ensure data security.

2.3. All monetary transactions related to the Services shall be processed exclusively through Lemon Squeezy, which acts as the merchant of record. The agreed methods of payment include, but does not limit to, all major credit and debit cards. Lemon Squeezy also administers the Company’s Affiliate Program.

3.1.The Client shall use the Services solely for lawful internal business purposes as contemplated by this Agreement and shall not, without limitation, retransmit, share, or otherwise provide access to the Services to any external entities unless expressly permitted herein.

3.2.The Client is responsible for ensuring that its usage of the Services abides by all applicable laws, rules, and regulations and that it possesses all necessary rights and permissions regarding Client Data.

3.3. The Company disclaims any liability for delays, interruptions, or non-performance attributable to the Client's actions, inactions, or provision of inaccurate, incomplete, or illegitimate Client Data.

4.1.The Company is the sole and exclusive owner of all intellectual property rights in and to the Services, including any modifications or improvements thereof. Any unauthorized reproduction, publication, further distribution, or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited.

4.2.The Client retains ownership of all rights, title, and interest in and to all Client Data. The Company obtains no right other than the necessary licenses to the Client Data as required to perform the Services.

5.1.The Company reserves the right to suspend or terminate the provision of Services to the Client, in whole or in part, if the Client breaches any terms of this Agreement, or engages in conduct that may harm the Company or other parties, or for any lawful reason, pursuant to due process.

5.2. Upon suspension or termination for cause, the Client remains responsible for any unpaid fees and must cease using the Services immediately.

6.1.The Company shall invoice the Client, and the Client agrees to pay, for all Services in the amounts and at the times set forth in the Subscription page when deciding to update their subscription payment plan, including any applicable taxes or additional charges that may be levied by payment processors, financial institutions, or by law.

6.2. Should there be any late payments or defaults by the Client, interest will accrue at the legally permissible rate until all outstanding amounts are paid in full.

6.3. The Parties agree that the Client shall not be entitled to refunds or credits for any partially used or unused Services upon early cancellation or termination of the Services, except as may be required by applicable law.

7.1.Each Party shall use all reasonable efforts to maintain the confidentiality of the other Party’s Confidential Information and to prevent any unauthorized use thereof. The Parties shall only disclose such information to their employees, agents, consultants, or subcontractors as is necessary and under similar confidentiality restrictions.

8.1.The Agreement shall commence on the date of execution of the initial Order Form and shall continue for the agreed subscription term. Either Party may terminate this Agreement in accordance with the terms and provisions contained herein.

9.1.The Company ensures that it will undertake all services under this Agreement with reasonable skill, care, and ability. Except for the express representations and warranties stated in this Agreement, the Company makes no additional warranty in relation to the Services, whether expressed or implied.

10.1.The Company agrees to indemnify, defend, and hold harmless the Client against any claims or actions arising from the infringement of intellectual property rights relating directly to the provision of Services, subject to conditions outlined within this Agreement.

10.2.The Client agrees to indemnify, defend, and hold harmless the Company from any claims, damages, or costs arising from the Client's misuse of the Services or breach of this Agreement.

11.1.The Company's aggregate liability for any damages arising out of or related to this Agreement shall be limited to the total amount of Fees paid by the Client to the Company for the Services that gave rise to the claim during the twelve (12) month period prior to the event giving rise to the liability. This limitation applies to all causes of action in the aggregate, including, without limitation, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. Under no circumstances shall the Company be liable to the Client or any third party for any indirect, incidental, consequential, special or exemplary damages arising out of or in connection with the use of the Services provided hereunder, whether or not such Party has been advised of the possibility of such damages.

12.1.To ensure compliance with the terms of this Agreement, the Company reserves the right, upon providing reasonable notice to the Client, to conduct or have conducted by a neutral third party, audits relating to the use of the Services. Such audits may be conducted electronically, virtually, or through on-site inspections during normal business hours at the Client’s facilities and shall not unreasonably interfere with the Client’s business activities.

12.2.The Client agrees to cooperate fully with any such audits and will provide access to all relevant records and information. If an audit reveals that the Client has underpaid fees to the Company, the Client shall be invoiced for any such underpaid fees based on the Company’s price list in effect at the time the audit is completed.

13.1.Both Parties shall comply with all applicable laws, regulations, and ordinances relating to their performance under this Agreement, including without limitation, all export and re-export control laws and regulations.

14.1. In the event any provision of this Agreement is determined to be invalid, illegal, or unenforceable, such provision will be enforced to the extent possible consistent with the stated intention of the Parties, or if incapable of such enforcement, will be deemed to be severed from the Agreement, while the remainder of the Agreement shall continue to be legally binding and enforceable.

15.1. This Agreement, along with any exhibits, schedules, and addenda attached hereto, constitutes the entire agreement between the Parties with regard to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, between the Parties.

16.1. The Company reserves the right to amend this Agreement at any time. All amendments to this Agreement will be posted on the Company’s website at the following URL: https://www.shortlistiq.com/service-terms. It is the Client’s responsibility to review these Terms periodically, and continued use of the Services after any such changes shall constitute the Client’s consent to such changes.

17.1. The Company reserves the right to use the Client's trademarks, trade names, service marks, and logos (“Client Marks”) in the Company's marketing materials, including on the Company's website, to identify the Client as a customer of ShortlistIQ. The Client hereby grants the Company a non-exclusive, non-transferable, royalty-free license to use the Client Marks solely in connection with the rights granted to the Company herein.

18.1. These Terms and any action related thereto will be governed by the laws of Serbia without regard to its conflict of laws provisions. The exclusive jurisdiction and venue of any action relating to the subject matter of these Terms will be the courts located in Belgrade, Serbia, and each of the parties hereto waives any objection to jurisdiction and venue in such courts.

19.1. The Client and the Company are independent contractors, and no agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement.

20.1. The Services provided under this Agreement are provided on an "as is" and "as available" basis. The Company does not warrant that the Services will be uninterrupted, error-free, or completely secure. To the extent permitted by law, the Company disclaims any and all warranties, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

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