Terms and Conditions
The current terms and conditions of yure.ai d.o.o. (the "Terms and Conditions") apply to all agreements and other arrangements relating to the use of the Software Service between yure.ai, a company organized and existing under the laws of Croatia, with registered office at Ulica Radoslava Lopašića 8, Zagreb, Republic of Croatia, registered with the court registry of the Commercial Court in Zagreb under no. 081620169, PIN (OIB): 67671630475 ("yure.ai") and the customer indicated in the Software License Agreement (the "Customer"), except when agreements and other arrangements between yure.ai and the Customer stipulate otherwise.
The Customer is deemed to have accepted the Terms and Conditions, even when they conflict with the Customer's general or special purchasing terms and conditions.
In the event of any conflict between the Terms and Conditions, the Software License Agreement, and the Data Processing Annex, or other document reflecting the arrangement between yure.ai and the Customer, the Terms and Conditions shall prevail.
The designated person, officer, director, employee, or any other person who represents or acts on behalf of the Customer is deemed to have the necessary mandate to legally bind the Customer.
In addition to terms defined elsewhere in these Terms and Conditions, the following capitalized terms and expressions shall have the following meanings, unless the context requires otherwise:
means an affiliate within the meaning of the provisions of the Croatian Companies Act;
refers to all information of a confidential nature shared by either Party, or on its behalf, with the other Party, whether communicated orally, in writing, or in any other form or medium, both before and after the Effective Date. Confidential Information of yure.ai includes the Licensed Software, the Software Service, any associated pricing, terms, attachments, appendices, and all other information related to the Licensed Software and Software Services hereunder. Confidential Information does not include information that the receiving Party can demonstrate is: (a) already known prior to disclosure; (b) rightfully obtained from a Third Party authorized to disclose it, without violating any terms and conditions herein; (c) independently developed by the receiving Party, with verification supported by contemporaneous documents; (d) publicly available without restrictions; (e) disclosed with prior written consent of the disclosing Party; or (f) disclosed due to a court or other competent authority's order or legal obligation, provided the disclosing Party gives prompt notice to the other Party to allow them to seek a protective order or prevent the disclosure;
refers to the agreements, data, and information entered by the Customer and/or Permitted Users through the Software Service interfaces;
refers to any period during which the Software Service is not functioning in a material way or is not generally available, excluding periods that have been pre-approved by the Customer or scheduled maintenance periods.
refers to the date marking the commencement of the Software License Agreement;
refers to the fee payable by the Customer in exchange for the Software Service, as specified in the Software License Agreement;
refers to any and all current and future rights related to the "Intellectual property" encompassing: (a) works of authorship, including copyrights; (b) trademark and service mark rights; (c) trade secret rights and know-how; (d) patents, patent rights, and industrial property rights; (e) layout design rights and design rights; (f) trade names, business names, domain names, database rights, and any other industrial or intellectual property rights or similar rights (whether registered or unregistered); (g) all registrations, applications for registration, renewals, extensions, divisions, improvements, or reissues associated with these rights, and the right to apply for, maintain, and enforce any of the above-mentioned rights, in any jurisdiction worldwide;
refers to artificial intelligence tool, owned by yure.ai, designed to provide comprehensive legal support across various features and functionalities;
refers to an identifying email address that, when combined with an authorized Password, grants access to the Software Service. Permitted Users shall select their own Logins, but each Login must adhere to the syntax rules set by yure.ai;
refers to a key code that, when combined with an authorized Login, grants access to the Software Service. Permitted Users shall select their own Passwords, but each Password must comply with the syntax rules established by yure.ai;
refers to yure.ai and/or the Customer;
refers to individuals employed by or Third Parties engaged by the Customer, who have been identified to yure.ai and granted a Password to access the Software Service in accordance with this Terms and Conditions;
means the agreement governing the use of the Licensed Software, entered into between yure.ai and the Customer, together with these general Terms and Conditions and the Data Processing Annex, as amended from time to time;
refers to the provision of the Licensed Software by yure.ai to the Customer under this Agreement, along with any other related services provided by yure.ai as specified herein and in the Software License Agreement;
refers to the start date of the subscription as indicated in the Software License Agreement, which may be a specific calendar date or otherwise specified.
refers to the end date of the subscription as indicated in the Software License Agreement, which may be a specific calendar date, a period following the Subscription Start Date, or otherwise specified;
refers to the Initial Term, together with any Renewal Term(s), as applicable;
means any legal or natural person who is neither a Party nor a Permitted User;
refers to any virus, cancelbot, worm, logic bomb, Trojan horse, or other harmful component of software or data.
Subject to the terms and conditions herein and the Customer's timely payment of the Fees, yure.ai grants the Customer a non-exclusive, limited, non-transferable license to permit Permitted Users to access and use the Software Service, starting from the Subscription Start Date and continuing until the end of the Term. This license does not include the right to sublicense, with the exception of the Affiliates. The license is granted as of the Effective Date. yure.ai reserves the right, at its sole discretion, to make both material and non-material changes or updates to the functionality of the Licensed Software, without the need for prior approval from the Customer, provided that such changes do not result in a material reduction of the existing functionalities as of the Effective Date. yure.ai shall notify the Customer of any material changes via email or within the Licensed Software.
The Software License Agreement specifies the number of Permitted Users. At any time, the Customer may request an increase in this number. Upon yure.ai's confirmation of the request, the Customer will receive an Annex to the Software License Agreement or an updated written confirmation reflecting the new number of Permitted Users and the corresponding Fees, which shall take effect immediately, unless otherwise agreed. Additionally, the Customer may request a reduction in the number of Permitted Users for the next Renewal Term, provided such request is made no later than thirty (30) calendar days before the end of the Initial Term or the current Renewal Term. Following yure.ai's confirmation, the Customer shall receive an Annex to the Software License Agreement or an updated written confirmation with the new number of Permitted Users and corresponding Fees, which shall take effect at the start of the next Renewal Term, unless otherwise agreed.
To access and use the Licensed Software, the Customer shall submit a list of Permitted Users to yure.ai and provide accurate, complete, and current information. The Customer shall identify Permitted Users who will be able to create Logins to use the Software Service in accordance with these Terms and Conditions. The Customer is responsible for ensuring the confidentiality and preventing unauthorized use of each Password and Login. If the Customer believes that an unauthorized Third Party has gained access to a Password or Login, they must notify yure.ai immediately in writing.
The Customer authorizes yure.ai to rely on any information or instructions provided using the assigned Password or Login, without further investigation, regardless of the actual identity of the individual transmitting the data. The use of the assigned Password or Login, whether authorized or not, is the sole responsibility and risk of the Customer. The Customer agrees to indemnify, defend, and hold harmless yure.ai from any claims, losses, or damages resulting from the use, misuse, or unauthorized use of the Customer's Passwords and Logins.
Neither the Customer nor any Permitted User is allowed to use the Licensed Software or any of its components in any manner not authorized by yure.ai. To the extent permitted by applicable law, neither the Customer nor any Permitted User may: (i) copy the Licensed Software; (ii) modify, translate, or create derivative works based on the Licensed Software; (iii) disassemble, decompile, or reverse engineer the object code or source code of the Licensed Software; (iv) publish or make available to any Third Party any benchmark testing information or results; (v) export or re-export the Licensed Software in violation of any applicable local or international law or regulation; (vi) intentionally distribute any Virus or other harmful, destructive, or deceptive items, or use the Licensed Software for any unlawful, invasive, infringing, defamatory, or fraudulent purpose; or (vii) remove or circumvent any technical or other protective measures embedded in the Licensed Software.
yure.ai acknowledges and agrees that the Customer remains at any time the sole owner of (or where applicable, must ensure it has a valid license to) the Customer Data.
The Customer grants yure.ai a non-exclusive, worldwide, royalty-free authorization to use, copy, store, modify, transmit, and display the Customer Data for the duration of the Term, solely to the extent necessary to provide the Software Service under the Software License Agreement.
The Customer may from time to time provide yure.ai with suggestions, comments, enhancements, or other feedback, excluding Customer Data, regarding the Software Service (the "Feedback"). yure.ai, at its sole discretion, shall decide whether to proceed with the development of any requested enhancements, new features, or functionalities. The Customer hereby grants yure.ai a royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual authorization to: (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback; and (b) use the Feedback and/or any related subject matter, including, but not limited to, the right to develop, manufacture, market, promote, sell, offer for sale, import, rent, provide, or lease products or services that incorporate, practice, or are designed for use with the Feedback and/or any related subject matter.
yure.ai reserves the right, but is not obligated, to review and remove any Customer Data that it deems to be in violation of the provisions of these Terms and Conditions, the Software License Agreement, or the Data Processing Annex, the rights of Third Parties, any applicable laws or regulations, or that is otherwise deemed inappropriate.
The Customer acknowledges and agrees that these Terms and Conditions do not imply a sale of the Licensed Software or any rights therein. yure.ai and its suppliers retain all Intellectual Property Rights to the Licensed Software, including any updates, enhancements, derivative modifications, or improvements made by or on behalf of yure.ai. All rights to the Licensed Software not explicitly granted to the Customer in these Terms and Conditions are reserved by yure.ai. No license is granted to the Customer other than the right to use the Licensed Software as expressly stated herein. yure.ai's name, logo, and the product names associated with the Software Service are trademarks pertaining to yure.ai, and their use is prohibited without yure.ai's prior written consent.
The Customer acknowledges and agrees that the source code of the Licensed Software is and shall remain a confidential and proprietary trade secret of yure.ai.
The Customer further acknowledges that yure.ai has the right to use any techniques, methodologies, tools, ideas, and other know-how acquired during the Term to advance its own business and to enhance any related Intellectual Property Rights.
The Customer and yure.ai each represent and warrant that they have the authority to enter into and bind themselves to these Terms and Conditions, the Software License Agreement and the Data Processing Annex. Both parties agree to perform their respective obligations arising from these Terms and Conditions.
The Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and copyright of all Customer Data. The Customer warrants that the Customer Data provided will not (i) infringe upon any Intellectual Property Rights of Third Parties; (ii) misappropriate any trade secrets; (iii) be deceptive, defamatory, obscene, pornographic, or unlawful; (iv) contain any Viruses, whether or not intended to harm the Licensed Software; or (v) otherwise violate the rights of any Third Party. Any use of the Licensed Software by the Customer or any Permitted User that breaches these representations and warranties shall constitute unauthorized and improper use of the Software Service.
yure.ai owns the Licensed Software. Except as explicitly stated in these Terms and Conditions and to the extent permitted by applicable law, yure.ai expressly disclaims all warranties, whether express or implied, including but not limited to warranties of merchantability, non-infringement, satisfactory quality, and fitness for a particular purpose. Specifically, yure.ai does not guarantee that the Licensed Software will be error-free or that the use of the Software Service will be uninterrupted. As such, yure.ai disclaims any and all liability in this regard. The Licensed Software and Software Service will be provided by yure.ai on an "as-is" and "as available" basis. However, yure.ai commits to making commercially reasonable efforts to address bugs reported by the Customer and to provide the Software Service with minimal Downtime. In the event of Downtime, yure.ai will make efforts to resolve it within three (3) business days. To the best of yure.ai's knowledge, the Licensed Software does not contain any Viruses.
To the fullest extent permitted by applicable law, the maximum liability of the Parties arising from these Terms and Conditions shall not exceed the Fees paid by the Customer to yure.ai for the use of the Licensed Software during the twelve (12) months preceding the event giving rise to the liability. This limitation shall not apply in cases (i) related to the indemnification obligations set forth in Clause 8 of these Terms and Conditions, or (ii) in the event of fraud or willful misconduct.
Under no circumstances will yure.ai, its licensors, or its suppliers be liable to the Customer for any consequential or incidental losses, including, but not limited to, lost profits, loss of business, loss of data, unauthorized access to, alteration, theft, or destruction of the Customer's or its trading partners' computers, systems, data files, programs, or information, costs of obtaining substitute goods or services, or any indirect, special, or consequential damages, regardless of the cause or theory of liability, and whether or not yure.ai was advised of the possibility of such damages.
yure.ai agrees to defend and indemnify the Customer against any valid and substantiated claims brought by third parties, to the extent that such claims are based on an infringement of the third party's Intellectual Property Rights caused by the Licensed Software. However, this indemnity does not cover claims arising from: (i) any unauthorized use of the Licensed Software; (ii) modifications made to the Licensed Software by the Customer, its employees, or any third party; (iii) the Customer's failure to use updated or modified versions of the Licensed Software provided by yure.ai to prevent claims of infringement or misappropriation; or (iv) the combination of the Licensed Software with other systems, products, processes, or materials if the claim could have been avoided without such combination or use.
The indemnity obligation is conditional upon the following: (i) yure.ai receiving prompt written notice of the claim; (ii) yure.ai being granted sole control over the defense and settlement of the claim; (iii) the Customer fully cooperating with yure.ai in the defense and settlement of the claim at yure.ai's expense, upon request; and (iv) the Customer not admitting liability on yure.ai's behalf or agreeing to a settlement without yure.ai's prior written consent.
If these conditions are met, yure.ai shall indemnify the Customer for all direct damages and reasonable costs incurred as a result of the claim, as determined by a competent court or as agreed to in a settlement with yure.ai. To clarify, yure.ai shall not be liable for any indirect loss, damage, cost, or expense of any kind, including, but not limited to, loss of profit.
If yure.ai reasonably believes that the Licensed Software or any part of it is likely to become the subject of a Third-Party infringement claim, yure.ai has the right, at its sole discretion and expense, to: (i) modify the allegedly infringing part of the Licensed Software to eliminate the infringement while maintaining equivalent functionality; (ii) obtain a license for the Customer to continue using the Licensed Software in accordance with these Terms and Conditions; or (iii) terminate the Software License Agreement and refund a pro rata portion of the Fees for the remaining contractual term.
The Customer agrees to defend and indemnify yure.ai against any valid and well-substantiated claims brought by Third Parties, to the extent that such claims are based on: (i) an infringement of any Third Party's Intellectual Property Rights caused by Customer Data or other Customer's systems, materials, or software; (ii) any breach or violation of these Terms and Conditions by the Customer or its personnel; and/or (iii) fraud, intentional misconduct, or gross negligence committed by the Customer or its personnel. The Customer shall indemnify yure.ai for all direct damages and reasonable costs incurred by yure.ai as a result of the claim, as awarded by a competent court of final instance or as agreed to by the Customer in a settlement agreement.
During the Term and as consideration for the Software Service, the Customer agrees to pay the Fee as set forth in the Software License Agreement.
yure.ai will issue an invoice for the Fees in advance for the Initial Term, unless otherwise specified in the Software License Agreement. All payment obligations are non-cancellable, and any amounts paid are non-refundable. Invoices for charges under these Terms and Conditions are due within thirty (30) calendar days from the invoice date, unless otherwise stated in the Software License Agreement or invoice. Any amounts not paid by the Customer on the due date specified in the invoice shall accrue default interest in accordance with the Croatian Civil Obligations Act.
Under no circumstances shall either Party disclose any pricing or business terms specific to the Software License Agreement, or any related negotiations, including but not limited to competitors, industry analysts, or the press and media.
Neither Party shall use any Confidential Information of the disclosing Party except as expressly permitted under these Terms and Conditions, the Software License Agreement, and the Data Processing Annex, or as explicitly authorized in writing by the disclosing Party. Each Party shall take the same degree of care to protect the disclosing Party's Confidential Information as it uses to protect its own Confidential Information of a similar nature, but in no event less than reasonable care.
Neither Party may disclose the other Party's Confidential Information to anyone other than the receiving Party's officers, employees, consultants, and legal advisors who have a legitimate need to know such information, and who are bound by confidentiality obligations similar to those set forth in these Terms and Conditions. Each individual or entity receiving Confidential Information under this clause must have signed a written confidentiality agreement with the sole purpose of supporting the intent of this Clause.
The Customer agrees not to disclose any benchmark tests of the Licensed Software to any third party, whether orally or in writing. Each Party further agrees to notify the other Party of any unauthorized use or disclosure of Confidential Information and to provide reasonable assistance in investigating and addressing such unauthorized use or disclosure, including assisting with any legal actions to address the issue.
The Customer agrees and acknowledges that personal data (excluding IP addresses, and other unique non-personal identifiers such as Cookie IDs, which are necessary for the provision of Software Services) is processed by yure.ai only to the extent that the Customer voluntarily provides such data when subscribing to or using the Software Service.
To the extent that yure.ai processes any personal data on the Customer's behalf while fulfilling its obligations under these Terms and Conditions, the Parties intend for the Customer to act as the data controller and yure.ai to act as the data processor. Any and all personal data shall be processed in accordance with the provisions outlined in the Data Processing Annex, attached to these Terms and Conditions.
The Software License Agreement shall come into effect on the Effective Date and remain in force until the Subscription End Date (the "Initial Term"). Following the Initial Term, the Software License Agreement shall automatically renew for successive 3-month periods (each referred to as "Renewal Term"), unless either Party provides written termination notice at least fifteen (15) calendar days before the end of the Initial Term or the current Renewal Term, as applicable.
The Software License Agreement may be terminated as follows: (i) by yure.ai, with immediate effect, for any violation committed under these Terms and Conditions, the Data Processing Annex, and the Software License Agreement; (ii) by the Customer upon thirty (30) days written notice if yure.ai is in breach of any material clause of these Terms and Conditions, the Software License Agreement, and the Data Processing Annex, unless such breach is remedied before the end of such remedy period; (iii) by yure.ai, without cause, and upon providing a 30-day notice period; or (iv) automatically if at the end of the Initial Term or the Renewal Term, the Software License Agreement is not renewed as set forth in these Terms and Conditions and the Software License Agreement.
Either Party may terminate the Software License Agreement by providing written notice to the other Party, with immediate effect, if the other Party becomes subject to a voluntary or involuntary bankruptcy, insolvency, or similar proceeding, or if it liquidates or ceases to conduct business.
Upon termination of the Software License Agreement, (i) the Customer shall promptly pay yure.ai all Fees and other amounts earned by or due to yure.ai, up to and including the date of termination; (ii) all user rights granted to the Customer pursuant to these Terms and Conditions, the Software License Agreement, and the Data Processing Annex, including the rights to use the Licensed Software, shall immediately cease; (iii) the Customer shall immediately cease using the Licensed Software; and (iv) the following clauses shall survive: Clause 8 (Indemnities), Clause 10 (Confidential Information), and Clause 13.1 (Governing Law and Dispute Resolution).
These Terms and Conditions, Software License Agreement, and the Data Processing Annex shall be governed by and interpreted in accordance with the laws of Croatia, without regard to its conflict of law principles. The Parties shall endeavor to resolve any dispute arising from or relating to these Terms and Conditions, the Software License Agreement, and the Data Processing Annex, or its subject matter amicably. Should the Parties fail to reach an amicable resolution, the competent courts of Zagreb shall have exclusive jurisdiction over any such dispute.
If any clause of these Terms and Conditions, Software License Agreement, and the Data Processing Annex is determined by a competent court to be invalid or unenforceable, such clause shall be modified to the extent necessary to reflect the original intent of the Parties, while ensuring that the remaining clauses continue in full force and effect.
No joint venture, partnership, employment, or agency relationship shall exist between Customer and yure.ai as a result of these Terms and Conditions, the Data Processing Annex, the Software License Agreement or use of the Licensed Software.
The failure of a Party to enforce any right or provision of these Terms and Conditions, the Software License Agreement, and Data Processing Annex shall not be deemed a waiver of that right or provision, unless expressly acknowledged and agreed to in writing by that Party.
Except for the Customer's obligation to pay the Fee, if the performance of these Terms and Conditions, the Software License Agreement, and the Data Processing Annex by either Party is prevented, hindered, delayed, or made impracticable due to events such as flood, riot, fire, official pandemic, judicial or governmental action, labor disputes, acts of God, power failures, cybercrime, unauthorized access to yure.ai's information technology systems by Third Parties, or any other causes beyond the control of that Party, the respective Party shall be excused from performance to the extent it is affected by such events.
The Customer hereby grants yure.ai permission to publicly refer to the Customer as a client of yure.ai and to use the Customer's name and logo, which remain the Customer's trademarks, on yure.ai's website, social media, and other platforms solely for this purpose. For the avoidance of doubt, yure.ai shall not disclose any Confidential Information in doing so. Any other public references to the Customer shall require the Customer's prior consent.
The Customer may not assign Software License Agreement without obtaining prior written consent from yure.ai. However, yure.ai may assign Software License Agreement to its Affiliate. Any assignment made in violation of this clause shall be considered void. These Terms and Conditions and the Software License Agreement shall be enforceable by and binding upon the permitted successors and assigns.
Any notice or communication required under these Terms and Conditions, the Software License Agreement, and the Data Processing Annex shall be delivered in writing to the other Party at the address specified in the License Software Agreement. Notices may be sent by courier, registered mail (with prepaid postage and return receipt), nationally recognized express mail service, or by email with receipt acknowledgement. A notice shall be deemed effective upon receipt or refusal of delivery. Either Party may change its notice address by notifying the other Party of the respective new address.
These Terms and Conditions, along with the Software License Agreement, and the Data Processing Annex, constitute the complete and exclusive agreement between the Customer and yure.ai, overriding all prior or contemporaneous discussions, negotiations, or agreements, whether written or oral, concerning the subject matter hereof. No amendment or modification of the Software License Agreement shall be effective unless made in writing and signed by an authorized representative of both Parties. yure.ai may unilaterally amend these Terms and Conditions by providing prior notice to the Customer, no later than eight (8) days before the changes take effect.
If you have any questions regarding these Terms and Conditions, please don't hesitate to reach out via email: info@yure.ai.
This Data Processing Annex (the "Data Processing Annex" or "DPA") outlines the specific terms related to the processing of Personal Data by yure.ai in connection with the provision of Software Services under the Software License Agreement. In case of any conflict between the terms of the Software License Agreement and this Data Processing Annex in regard to the data processing, the provisions of the Data Processing Annex shall prevail.
For the purposes of this Data Processing Annex, the following terms shall be defined as follows:
refers to the individual(s) designated by a Party and notified to the other Party as the primary point of contact, representing that Party in relation to (part of) the Services.
refers to the natural or legal person, public authority, agency, or any other entity that determines, either alone or jointly with others, the purposes and methods of processing Personal Data. In the context of the Software License Agreement, the Customer is the Data Controller.
refers to the natural or legal person, public authority, agency, or any other entity that processes Personal Data on behalf of the Data Controller. In the context of the Software License Agreement, yure.ai is the Data Processor.
refers to EU Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the "General Data Protection Regulation" or "GDPR"), as well as any codes of practice, conduct, regulatory guidance, standard clauses, and other related legislation stemming from this Regulation.
refers to any natural person who is identified or identifiable from Personal Data. An identifiable person is one who can be identified, either directly or indirectly, through references such as a name, identification number, location data, online identifiers, or other specific factors relating to their physical, physiological, genetic, mental, economic, cultural, or social identity.
refers to any information that relates to a Data Subject. The categories of Personal Data provided to yure.ai by or on behalf of the Customer are specified in Schedule 1 to this DPA.
refers to any security incident that results in the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data that has been transmitted, stored, or processed in connection with the provision of the Services.
refers to any operation or series of operations performed on Personal Data, whether by automated means or otherwise, including collection, recording, organization, structuring, storage, modification, retrieval, consultation, use, disclosure, transmission, alignment, combination, restriction, erasure, or destruction.
refers to the services defined in the yure.ai's Terms and Conditions.
refers to the standard contractual clauses, as amended from time to time, issued by the European Commission under the implementing decision for standard contractual clauses between controllers and processors, as set forth in General Data Protection Regulation. These clauses are considered to provide adequate safeguards for the transfer of personal data to a third country. This also includes any data protection clauses adopted by the European Commission or a supervisory authority and approved by the European Commission in accordance with the procedure outlined in the General Data Protection Regulation.
refers to any subcontractor engaged by yure.ai to perform a portion of the Services, who agrees to receive Personal Data for Processing on behalf of the Customer for the purpose of providing the Services.
For the performance of the Services, yure.ai acts as a Data Processor on behalf of the Customer, who is the Data Controller.
A detailed description of the subject matter of the Personal Data Processing, including the categories of Personal Data and Data Subjects involved is provided in DPA.
Any processing of Personal Data related to and for the purpose of the Services shall be carried out in compliance with the relevant Data Protection Legislation.
Regarding the protection of Data Subjects' rights under the applicable Data Protection Legislation, the Customer shall facilitate the exercise of these rights and ensure that Data Subjects are provided with clear, concise, transparent, intelligible, and easily accessible information about the Processing, using plain and simple language.
If a Data Subject contacts yure.ai directly to exercise their rights (such as requesting access to, correction, or deletion of their Personal Data, or seeking to restrict or object to the Processing), yure.ai shall notify the Customer of the request within five (5) business days. yure.ai shall provide the Customer with full details of the request and, where relevant, a copy of the Personal Data held by yure.ai in relation to the Data Subject. yure.ai shall promptly refer the Data Subject to the Customer. The Customer agrees to respond to and handle any such requests in accordance with the applicable Data Protection Legislation.
To the extent possible, yure.ai shall cooperate with and assist the Customer by implementing appropriate technical and organizational measures to help the Customer fulfill its obligation to respond to requests from Data Subjects exercising their rights.
yure.ai shall grant the Customer, in its capacity as Data Controller, access to the Personal Data processed for the purpose of providing the Services, enabling the Customer to review and correct such Personal Data.
yure.ai shall not disclose Personal Data to any third party, except: (i) as instructed by the Customer; (ii) as specified in any agreement between the Parties related to the provision of the Services; (iii) as necessary for Processing by approved Sub-processors in accordance with Clause 7 herein; or (iv) as required by law or the competent authority's order.
yure.ai represents and warrants that individuals acting on its behalf, who are authorized to process Personal Data or to support and manage systems that process Personal Data, (i) are committed to maintaining the security and confidentiality of Personal Data in accordance with the terms of this Data Processing Annex; (ii) are required to undergo user authentication and login procedures when accessing Personal Data; and (iii) are properly informed about the requirements under the applicable Data Protection Legislation. yure.ai shall ensure that these individuals are aware of the relevant obligations and shall enforce their compliance through contractual or statutory confidentiality requirements.
yure.ai shall store Personal Data at rest within the territory of the European Union.
Any processing of Personal Data by yure.ai personnel or subcontractors outside the European Union may only occur with the prior written approval of the Customer and after the implementation of a legally recognized data transfer mechanism, such as the Standard Contractual Clauses.
The Customer acknowledges and expressly agrees that yure.ai may engage third-party Sub-processors to assist in providing the Services.
Any Sub-processors engaged by yure.ai to process Personal Data shall only be permitted to do so for the purpose of delivering the services yure.ai has assigned to them. They will be prohibited from processing the Personal Data for any other purpose. yure.ai remains fully responsible for ensuring that any such Sub-processor complies with yure.ai's obligations hereunder.
yure.ai shall enter into written agreements with any Sub-processors that contain obligations no less protective than those set out herein.
yure.ai shall provide the Customer with an up-to-date list of Sub-processors engaged in providing the Services, as outlined in Schedule 2 to this DPA. This list shall include the identities of the Sub-processors and their countries of location. yure.ai shall notify the Customer of any new Sub-processors before authorizing them to process Personal Data in connection with the Services under the Software License Agreement and this DPA.
yure.ai has implemented and will continue to maintain appropriate technical and organizational measures to protect Personal Data, as well as the systems processing Personal Data, from accidental, unauthorized, or unlawful access, disclosure, alteration, loss, or destruction. These measures shall be aligned with the technical and organizational requirements set forth in the General Data Protection Regulation. The measures shall be designed to reflect the nature, scope, context, and purposes of the Processing, taking into account the risks of potential harm resulting from unauthorized or unlawful Processing or accidental loss, destruction, or damage to Personal Data. These measures shall include, but are not limited to, the following:
yure.ai shall regularly update these measures to reflect changes in regulations, technology, and other relevant factors. In all cases, the implemented measures shall ensure a level of security that is appropriate to the risks associated with the Processing and the nature of the Personal Data being protected, while also considering the current state of technology and the cost of their implementation.
Upon the Customer's request, yure.ai must provide the Customer with an updated description of the implemented technical and organizational protection measures within ten (10) calendar days of receiving the request.
In the event of a potential or confirmed Personal Data Breach, regardless of its cause, yure.ai shall notify the Customer without undue delay and no later than forty-eight (48) hours after becoming aware of (or suspecting the occurrence of) such a breach. The notification shall provide the Customer with sufficient information and within a timeframe that enables the Customer to fulfill its obligations to report the Personal Data Breach under the applicable Data Protection Legislation. At a minimum, the notification shall include:
yure.ai shall promptly conduct further investigation into the Personal Data Breach and keep the Customer updated on the progress of the investigation. yure.ai shall also take reasonable steps to minimize the impact of the Personal Data Breach. Both Parties agree to fully cooperate in the investigation and assist each other in meeting any notification requirements and procedures.
The obligation of either Party to report or respond to a Personal Data Breach shall not be interpreted as an admission of fault or liability by that Party regarding the breach.
yure.ai shall make commercially reasonable efforts to assist the Customer with any data protection impact assessments required under Article 35 of the GDPR, as well as with any prior consultations with the Customer's supervisory authority, as required under Article 36 of the GDPR, in both cases related to the Processing of Personal Data by yure.ai on behalf of the Customer in connection with the Services.
The Customer shall comply with all relevant laws and regulations, including the applicable Data Protection Legislation.
The Customer is responsible for ensuring the lawfulness of the Processing of Personal Data, including, where necessary, obtaining the consent of Data Subjects for the Processing of their Personal Data.
The Customer shall take reasonable steps to keep Personal Data accurate and up to date, ensuring that it is not inaccurate or incomplete in relation to the purposes for which it was collected.
With respect to components that the Customer provides or controls, such as workstations connecting to the Services, data transfer mechanisms, and credentials issued to the Customer's personnel, the Customer shall implement and maintain the necessary technical and organizational measures to protect Personal Data.
Unless prohibited by law, yure.ai shall notify the Customer as soon as reasonably possible, and no later than two (2) business days after becoming aware of the relevant circumstances, if it or any of its Sub-processors:
In such cases, yure.ai shall cooperate with the Customer as requested, to help the Customer comply with any assessment, enquiry, notice, or investigation under the Data Protection Legislation.
Any notifications under this DPA, including those related to a Personal Data Breach, shall be sent to one or more of the Customer's Contact Persons via email, possibly supplemented by other methods chosen by yure.ai. It is the Customer's sole responsibility to promptly report any changes in contact details and ensure that the Customer's Contact Persons maintain accurate contact information.
This Data Processing Annex shall come into effect on the Effective Date of the Software License Agreement and remain in force until yure.ai no longer needs to process Personal Data in connection with the provision of the Services.
The Data Processing Annex cannot be rescinded or terminated independently of the Software License Agreement.
End users of the Services provided by yure.ai to the Customer ("End Users").
Optionally, individuals who are parties to, signatories of, or otherwise mentioned in a document that is part of the data and content provided by the Customer to yure.ai in connection with the provision of the Services ("Content Data Subjects").
yure.ai shall Process (a subset of) the following categories of Personal Data from End Users: (i) email address; (ii) first name; (iii) last name; (iv) company; (v) country.
In delivering the Services, yure.ai does not specifically target or require Personal Data from Content Data Subjects for the Customer to benefit from the Services. To enable yure.ai to provide the Services to the Customer, the Customer may provide data and content, which may optionally include Personal Data from Content Data Subjects.
The Controller acknowledges and agrees that it is strictly prohibited to provide any other categories of Personal Data from Content Data Subjects to yure.ai.
Personal Data will be Processed for the purpose of the performance of the Services.