Terms of Service
Last updated and effective as of May 1, 2025
These Terms of Service (“TOS”) govern your use of the Service and the Platform (as defined below), which are owned and operated by Lexelerate OÜ, a company registered at Sepapaja 6, Lasnamäe District, Tallinn, Harju County, 15551, Estonia (hereinafter referred to as “Lexelerate,” “we,” or “us”). Certain provisions within these TOS specifically apply to Data Protection Officer (DPO) Services and Consulting Services provided by Lexelerate when engaged under separate written agreements.
By clicking to accept these TOS, by accessing our Platform, signing the separate SaaS Agreement with us or by using our Services, you enter into a legally binding contract with Lexelerate, and you agree to these Terms of Service, including any supplemental terms that accompany the Service, any documents, and any linked terms in the Terms of Use. Therefore, please get familiar with these Terms of Service and other information displayed within the Platform.
Please read these TOS carefully before using Whisperly. Your access to and use of the Platform and Service is conditioned upon your acceptance of and compliance with these Terms of Service. If you use the Platform, you are cautioned to review the Terms of Service periodically. Any changes shall enter into force upon being published on the Platform. Your continued access or use of the Platform or Services after any such change will constitute your acceptance of these changes.
Table of Contents
1. Definitions
Unless otherwise explicitly stated in the Agreement, all the terms starting with a capital letter shall have the meaning defined in these Terms of Service, as follows:
TERM | MEANING |
Account | An account on Platform provided by Lexelerate, with the purpose of allowing you to access and use the Platform and Services. |
Agreement | The agreement comprising the SaaS Agreement, these Terms of Service (as amended from time to time), DPA, Whisperly Platform Functionalities, and any supplemental terms that accompany the Platform and/or Service, including any terms linked in this document. |
Confidential Information | Any information which has commercial value due to the fact that it is not publicly available, nor available to third parties; any information whose use or disclosing could bring economic benefit, and whose holder marked it as confidential or as information to be considered confidential based on the circumstances in which it is being disclosed; and whose disclosing to a third party or use contrary to the Agreement could cause damage to Disclosing Party (as defined herein). Confidential Information shall be protected in any form whatsoever, including information provided or exchanged in oral form or electronic form, in documents, the information contained in physical objects, software, or material samples. |
Content | All features and technical resources available to you through the Platform, including but not limited to information, data, text, photographs, videos, audio clips, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Platform. |
Customer’s Content | Any content provided by you to Lexelerate through the Platform or in relation to the Platform, including any entered, recorded, stored, used, controlled, modified, disclosed, transmitted, or erased information and data. |
DPA | A separate Data Processing Agreement between you and Lexelerate outlining the rights and obligations of the data processor and the data controller regarding the processing of personal data. |
Fee | Fee paid by you to Lexelerate for the use of the Platform. |
Intellectual Property Rights | Any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or another intellectual property right, and all similar or equivalent rights or forms of protection, in any part of the world. |
Platform or Whisperly | Lexelerate’s AI-powered compliance platform designed to help organizations comply with data privacy regulations, automating tasks such as risk assessments, policy creation, and vendor monitoring, and offering features such as AI-assisted data mapping, automated Record of Processing Activities (ROPA) management, and external Data Protection Officer services. |
SaaS Agreement | A separate Software as a Service Agreement between you and Lexelerate, specifying the terms and conditions of your use of the Platform. |
Service | Any service provided through the Platform, including making Platform in full or in part, including any updates, upgrades, enhancements, modifications, new features, programs, and tools. |
Subscription Plan or Plan | The Subscription Plan you choose that is charged by Lexelerate for the use of Whisperly and Services. |
Subscription Term | The period for which the chosen Subscription Plan is made available to you and for which you are paying the respective fee. |
Website | The website owned by Lexelerate through which the Platform is accessed, located at https://whisperly.ai/. |
Whisperly Functionalities | A separate document providing an overview of all functionalities available to you through Whisperly. |
You or Customer | Any natural person or legal entity entering into this Agreement with Lexelerate, who uses, accesses, possesses, controls, or receives Service or any part thereof. |
2. Your Subscription
Subscription Plans. Subject to the terms and conditions of the Agreement and the chosen Subscription Plan, Lexelerate will provide the Customer with the Services. The details regarding the particular Subscription Plan you have subscribed to are governed by the SaaS Agreement.
Lexelerate reserves the right to modify available Subscription Plans and pricing at any time, with reasonable notice to you as required by law, unless the SaaS Agreement stipulates otherwise.
Availability. Lexelerate will make Services available to you under this Agreement and the chosen Subscription Plan. Lexelerate will make commercially reasonable efforts to make the Services and the Platform available 24 hours a day, 7 days a week, except:
- during planned downtime (of which Lexelerate will give advance notice); or
- for any unavailability caused by circumstances beyond Lexelerate’s reasonable control, including, for example, a force majeure event; or
- as necessary to update the Services to ensure their security and integrity and provide Services only in accordance with applicable law.
Downtime excludes performance issues with individual features, external network or equipment problems outside of Lexelerate’s reasonable control, or issues that are related to external apps or third parties.
You acknowledge that Lexelerate may modify the features and functionality of the Platform and/or Service during the Agreement. Lexelerate shall provide commercially reasonable advance notice to you of any deprecation of any material feature or functionality of Whisperly.
In case you are dissatisfied with the terms of this Agreement or any modifications to this Agreement or Services, your sole and exclusive remedy is to terminate this Agreement and discontinue the use of Services.
Authorization to use. In consideration of your acceptance of this Agreement and your payment of all applicable fees, Lexelerate grants you a limited, non-exclusive, non-transferable (or restrictedly-transferable), revocable authorization to access and make use of the Service solely for your internal business purposes, by this Agreement and any other instructions within the Platform.
3. Modifications of the Platform and TOS
Lexelerate may change and update the Platform occasionally, to keep the Platform up-to-date and provide you with the best possible user experience. Such changes primarily include adjusting the Content and features of the Platform, but may also include interruption of the Services or removing certain parts of the Platform. In addition, Lexelerate reserves the right to amend, limit, or erase any part of the Platform, as it finds appropriate.
In such situations, the Platform and the Services may be temporarily unavailable. Unless otherwise stipulated in the SaaS Agreement, we will make a reasonable effort to shorten the time during which the Platform is unavailable and enable the functioning of the Platform again in the shortest possible time.
Lexelerate may revise and update the Terms of Service and Whisperly Platform Functionalities at any time. We caution you to review the Terms of Service posted on the Platform from time to time.
Any changes shall enter into force upon being published on the Platform (including information delivered via email) and/or after at least 10 days upon receipt of the notification from Lexelerate. Your continued access or use of the Platform after any such change will constitute the acceptance of these changes. Thus, if you do not agree with the amended terms of the Agreement, we kindly ask you to stop using the Platform immediately.
4. Fee and Payment for Subscription
For the provision of Services, you are obligated to pay the Fee by your chosen Subscription Plan. Anyone who subscribed to the Service or anyone who has permitted or caused another person to make a subscription on their behalf is deemed to have agreed to and accepted liability for the payments of the Fee under the chosen Subscription Plan.
Recurring Payments. If the chosen Subscription Plan includes a recurring payment of the Fee, unless you cancel the subscription or notify Lexelerate that you do not wish to renew the current Subscription Term, such subscription shall automatically continue, and it shall be deemed that you have authorized Lexelerate to collect the then-applicable Fees using any of your payment instruments we have previously collected (if applicable).
Billing data. If applicable, you are obliged to keep all the billing data complete and accurate at all times (such as a change in billing address, credit card number, or credit card expiration date) and must promptly notify Lexelerate in case of changes in the payment methods, as well as if you become aware of a potential security breach, such as the unauthorized disclosure or use of name or password. If you fail to provide any of the foregoing information, Lexelerate may continue charging for any Services unless you cancel your subscription and terminate the Agreement.
In case the Subscriber’s default payment instrument is declined for any reason, we may deny access to the Platform immediately.
No refunds. Fees paid for the Service are non-refundable. In case the Agreement is terminated within a certain billing period, regardless of the reason, you shall not be entitled to any refund concerning that billing period. Any payments paid for future billing periods will not be refunded unless you explicitly agree otherwise with Lexelerate.
You understand that you shall not be entitled to any refund in case you stop with the use of Service. In case you do not use our Service, we would kindly ask you to cancel the subscription and terminate the use of Whisperly completely.
5. Intellectual Property
Unless otherwise indicated in the Agreement, the Service, Platform, or in Content, any documents, proposals, test programs, and other items of Lexelerate relating to the Platform and/or Services made available to you, as well as any other documents provided to you by Lexelerate are protected by Intellectual Property Rights of Lexelerate.
In respect of the Platform, you have only the rights specified under the Agreement, and you do not acquire any other Intellectual Property Rights on the Platform, Content, Services, or any part thereof. The Platform and Services are made available on a limited-access basis, and no ownership right is transferred to you, irrespective of any possible use of terms such as “purchase” or “sale” in the Agreement or anywhere within the Platform or Website, or in correspondence between you and Lexelerate.
Any unauthorized use of the entire Content and/or any part of it, without the explicit written permission of Lexelerate, shall be deemed an infringement of Intellectual Property Rights. In case of any infringement or violation, Lexelerate will take all legal remedies to protect its Intellectual Property Rights.
Any copying or downloading of the Content in part or whole is permitted only upon obtaining the explicit written consent of Lexelerate. Any additional features or functionalities that may be enhanced to the Platform shall remain the exclusive ownership of Lexelerate unless otherwise explicitly agreed in the Agreement.
Lexelerate reserves all Intellectual Property Rights not expressly granted in this Agreement.
Customer retains all Intellectual Property Rights on Customer’s Content.
6. Confidentiality
Both you and Lexelerate acknowledge that during the validity period of the Agreement, parties may disclose to each other Confidential Information, which shall remain the sole property of the Disclosing Party, and the Receiving Party shall have no interest in or rights with respect thereto, except as otherwise expressly set forth in the Agreement. For the purpose of this Agreement, the “Disclosing Party” is a party disclosing its Confidential Information to the other party, whereas the “Receiving Party” is a party receiving such Confidential Information.
Parties agree to fully preserve the confidentiality of all Confidential Information received from the other party during the term of the Agreement and 10 (ten) years after it is terminated, regardless of the reason. Notwithstanding anything to the contrary contained in this Agreement, all personal data shall be maintained in confidence in perpetuity, and all trade secrets disclosed shall be held in confidence for as long as the information is protected by applicable trade secret law.
Receiving Party agrees:
- to hold all Confidential Information received from the Disclosing Party in strict trust and confidence in accordance with the Agreement and along with any other information that may be received or become known to the Receiving Party as a result of the Agreement and fair business practice;
- to refrain from using, assigning, or permitting others to use Confidential Information of the Disclosing Party in any manner or for any purpose not expressly permitted or required under the Agreement and the applicable law;
- to comply with the Disclosing Party’s internal procedures aimed at safeguarding the Confidential Information and the restriction of its use;
- to disclose the Disclosing Party’s Confidential Information solely to the employees, representatives, or third parties explicitly permitted under the Agreement (if applicable) on a need-to-know basis, who are subject to at least the same confidentiality obligation as those set forth herein;
- to protect all Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own Confidential Information, but no less than with the due care and diligence of a prudent businessman;
- to refrain from copying, distributing, making a written form or saving in an electronic form any material part of the Confidential Information, except to the extent necessary for the business relationship between the Parties, unless otherwise stipulated under the Agreement;
- to notify the Disclosing Party in a timely manner of any actual or potential breach of confidentiality regarding the Confidential Information of the Disclosing Party;
- upon the request of the Disclosing Party, in accordance with the instructions from such request, at any time, to: (a) return all Confidential Information of the Disclosing Party; (b) destroy and/or permanently erase any and all items and material containing Confidential Information of the Disclosing Party, including any and all notes, reports, analysis, studies, consents, opinions, etc., that are in relation to or derived out of the Disclosing Party’s Confidential Information, along with any copies thereof; (c) provide evidence of such destruction and/or erasure.
Receiving Party is not allowed to:
- use Confidential Information of the Disclosing Party in any manner or for any purpose not explicitly permitted or required by this Agreement;
- disclose or permit any third party to disclose the Disclosing Party’s Confidential Information to any subject without previously obtaining the Disclosing Party’s explicit prior written consent on a case-by-case basis;
- reproduce the Disclosing Party’s product or part thereof, to disassemble or dismantle to components any software or hardware or any part thereof that has been disclosed by the Disclosing Party.
In case of a breach of confidentiality, without limitation to the remedies available under the applicable law, the Disclosing Party may request from the Receiving Party:
- prohibition of, as well as the termination of any activities that may lead to the unlawful acquisition, use, or disclosure of Confidential Information;
- destruction or delivery of any and all items in the possession of the Receiving Party that contain the Confidential Information of the Disclosing Party;
- payment of the contractual penalty of 30.000,00 (thirty thousand) EUR without delay per breach, as well as the compensation for damages that exceed the amount of the contractual penalty (including actual damages and lost profits);
- termination of the Agreement.
7. Warranties
Lexelerate represents and warrants that:
- Your use of the Platform in accordance with the Agreement shall not infringe any third-party Intellectual Property Rights;
- Services shall be performed with reasonable care and skill;
- Platform shall conform in all material respects to the Agreement and all of its appendices.
Service is provided on an “as is” and “as available” basis. You understand that you use the Platform at your sole risk. Lexelerate will use commercially reasonable efforts to make the Platform available 24 hours a day, 7 days a week, except:
- during a planned downtime (of which advance notice shall be given),
- during any unavailability caused by circumstances beyond Lexelerate’s reasonable control, including, for example, a force majeure event,
- due to internet problems outside Lexelerate’s control,
- due to the bugs in code, hardware, or Services without a commercially known fix.
Except for the warranties explicitly set herein, Lexelerate disclaims any and all warranties of any kind or nature, whether express, implied, or statutory, including, but not limited to the implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose. Lexelerate does not warrant that the Platform will be error-free, that the performance of the Platform will be uninterrupted, nor does Lexelerate make any representations regarding use or the results of the use of the Platform in terms of accuracy, correctness, reliability, or otherwise. Any descriptions and/or representations available on the Platform or in any other place shall not constitute a warranty of quality. Information provided through the Platform to you does not constitute legal advice.
Without prejudice to the generality of the previous provisions, Lexelerate does not warrant:
- that the Service will meet your specific requirements;
- accuracy or reliability of the results obtained from the use of the Service;
- correction of any errors in the Service which may occur.
Lexelerate makes every effort to ensure that the Service will be uninterrupted, timely, secure, error-free, or of satisfactory quality. However, there still is a possibility that the Service will not fulfill these expectations, and Lexelerate will not warrant these expectations.
In addition, and not in lieu of your other warranties contained herein, you represent and warrant that:
- Any instruction or request provided by you in relation to the Platform or Service shall at all times be compliant with the applicable laws;
- Customer’s Content is at all times accurate, up-to-date, and correct;
- You will keep the password for login to the Platform secure and shall ensure it is not disclosed to any third party in any way, as well as to immediately notify Lexelerate in case of any indications that any unauthorized access or use of the password has occurred.
You will be solely responsible for any damage that you may suffer resulting from the use of the Service. No written or oral information or advice provided by Lexelerate or its authorized representatives shall be deemed as a warranty or in any way extend the scope of Lexelerate’s obligations.
Both you and Lexelerate represent and warrant that:
- they have all requisite power, authority, and legal authorization to enter into this Agreement, to carry out the obligations hereunder and to consummate the transactions contemplated hereby, as well as they are not the subject of any other obligation, compliance with which will or is likely to have a material adverse effect on their ability to perform their obligations under this Agreement;
- provisions set forth in Agreement constitute legal, valid, and binding obligations of such delivery and performance of the Agreement does not and shall not conflict with, result in a breach of, constitute a default under, or require the consent of any third party under any agreement or other obligation to which any party is subject.
Each party affirms and agrees that it is not relying on any facts, assumptions, statements, promises, materials, or representations not expressly set forth in the Agreement, unless otherwise explicitly stipulated in the SaaS Agreement.
8. Indemnity
You agree to indemnify and hold Lexelerate harmless from any and all demands, losses, liabilities, claims, or expenses (including any attorneys’ fees) made against Lexelerate by any third party due to or arising out of or in connection with the use of the Platform and Service. This obligation includes, but is not limited to demands, losses, liabilities, claims, or expenses arising out of:
- your use of the Service and/or Platform in violation of this Agreement and/or any applicable law, and/or arising from a breach of this Agreement and any applicable law;
- any third-party claim of infringement of copyright or other Intellectual Property Right or data privacy violation arising out of or in relation to Customer’s Content;
- any activity related to your Account, undertaken by you or another person accessing your Account with or without your consent, unless such activity was caused by the act or default of Lexelerate.
Additionally, you shall defend, indemnify, and hold harmless Lexelerate, its officers, directors, employees, contractors, agents, and representatives from and against all claims made by, and all damages, liabilities, penalties, fines, costs, and expenses payable to any third party, arising from your:
- breach of Agreement,
- use of the Service,
- processing of personal data,
- contributions to Service,
- infringement of any Intellectual Property Right or any proprietary or personal right.
9. Liability
General. Lexelerate and/or its suppliers, employees, and representatives shall in no event be liable (to the maximum extent permitted by the applicable law) for the following:
- any losses, damages, expenses, or other harmful consequences that occur as a result of any subject’s use or inability to use the Platform or Services;
- any implementation, customization, or modification of the Platform or Account not conducted or previously approved by Lexelerate;
- any failure to apply available update, service pack, fix, or upgrade that would prevent the harmful event;
- any unauthorized access to the Customer’s Content;
- any unauthorized use of your credentials for access to Whisperly.
To the greatest extent permitted by the applicable law, under no circumstances shall Lexelerate and/or its suppliers, employees, and representatives be liable for any indirect, punitive, incidental, special, consequential damages or any damages whatsoever (including, without limitation, damages for the loss of use, data, profits, or business interruption) arising out of or in any way connected with:
- the use or performance of Whisperly,
- the delay or inability to use Whisperly and/or Service, including the provision of or failure to provide Service,
- Platform, Service, any products, information, or related graphics obtained through Whisperly, or otherwise arising out of the use of Whisperly, whether based on contract, tort, negligence, strict liability, or otherwise.
In case any of the foregoing limitations occur to be unenforceable or in the event any liability of Lexelerate is established, to the maximum extent permitted under the applicable law, you agree that the entire aggregate liability of Lexelerate and your sole remedy arising out of or related to Agreement, Platform, or Service shall be limited to monetary damages that in the aggregate may not exceed the sum of any amount paid (if any) by you within twelve months preceding the delivery of the notice to Lexelerate regarding the dispute for which the remedy is sought. In the event you did not have any obligations, including any payments during such period, monetary damages shall not in aggregate exceed the sum of 100 EUR (hundred Euros).
You hereby understand and agree that this limitation of liability represents a reasonable allocation of risk and is the fundamental element of the agreement between Lexelerate and you. You additionally understand that Platform and Service would not be provided without such limitations.
Taking into account that some of the limitations of liability stated in this section may not be applicable to you due to the fact that certain countries do not allow the limitation of particular damages, you may have some additional rights. Regardless, in case any part of this section is held to be invalid under the applicable law, the invalidity of such portion shall not affect the validity of the remaining parts of the applicable sections.
Exceptions. Mandatory liability of Lexelerate shall not be excluded in the following cases:
- If Lexelerate commits a willful breach of any of its obligations arising from the Agreement,
- In the event of death or personal injury caused by a defective item provided or produced by Lexelerate.
Force Majeure. Neither party shall be liable for any violation of the obligations arising from this Agreement due to a circumstance that could have not been reasonably foreseen and which is beyond the control of parties, such as, for instance, the force of nature, an act of a legislative or executive authority, war, civil unrest, the act of terror, strike, non-trivial cyber-attack, failure of a third-party hosting, internet failure, or any other circumstance qualifying as a force majeure under the applicable law. This exception shall apply solely to the extent that the respective circumstances prevented or hindered the party’s performance.
For the avoidance of doubt, this section:
- has no intention of derogating or limiting the application of any statutory limitation or exclusion of liability,
- shall not be construed to limit the amount of or excuse you from any payment obligation arising from the Agreement.
Lexelerate does not provide advice in terms of compliance, data privacy, or other relevant applicable laws in the jurisdictions in which you use the Service, unless agreed explicitly in a separate agreement. Otherwise, any statements made by Lexelerate to you shall not constitute legal advice.
10. Term and Termination
The Agreement shall remain in force and continue until:
- your cancellation of the Subscription Plan;
- termination by Lexelerate.
Termination by you. You may notify us that you do not wish to renew your subscription upon expiration. If you cancel your active subscription before the expiration of the Subscription Term, you will not receive a refund for any amounts that have previously been paid. Cancellation will be effective at the end of the then-current Subscription Term, and you may use the Services and the Platform until the cancellation is effective, unless the access is suspended or terminated under the Agreement or the applicable law.
Termination by Lexelerate. Lexelerate may immediately terminate the Agreement in case you fail to pay any Fee for your Subscription Plan when due.
In case you engage in any conduct or activities that are identified by Lexelerate at its sole discretion as a violation of the Agreement or the rights of Lexelerate or third parties, or otherwise inappropriate, Lexelerate may deny access to all or any part of the Service or terminate your Account with or without prior notice. Lexelerate is entitled to deny your access to the Service, terminate this Agreement, or suspend your Account without limitations.
Lexelerate has the right to, at its sole discretion, at any time and regardless of the reason, terminate the Service, this Agreement, or suspend or terminate any Account. In such a case, Lexelerate shall notify you in accordance with these TOS.
Survival in case of termination. In case the Agreement is terminated, the following provisions shall survive:
- any provision stipulating your obligation to pay for the Service,
- Section 5 (Intellectual Property),
- Section 6 (Confidentiality)
- Section 7 (Warranties),
- Section 8 (Indemnity)
- Section 9 (Liability),
- Section 10 (Term and Termination),
- Section 11 (Applicable Law and Dispute Resolution),
- Section 12 (No Class Action),
as well as any other provision of the Agreement that must survive for the Agreement to fulfil its essential purpose.
In case the Agreement is terminated, you may download all information (including Customer’s Content) provided, inputted, or uploaded to the Whisperly databases by downloading a detailed report, within 24 hours from the termination.
Upon termination of the Agreement, your Account shall be irreversibly suspended, and all of Customer’s Content will be anonymized in order to make Customer’s Content unreadable. You understand that Customer’s Content shall not be deleted but retained in an anonymized (unreadable) form by Lexelerate for statistical purposes. Without regard to the previous sentence, all of Customer’s Content shall be deleted upon the expiration of a 2 (two) month period after the termination of the Agreement.
11. Applicable Law and Dispute Resolution
This Agreement and any matter or dispute arising out of or related to the subject matter of the Agreement shall be governed, construed, and enforced in accordance with the laws of Estonia, without regard to its conflict of laws.
All disputes arising out of or in connection with the Agreement shall be finally settled by arbitration organized in accordance with the Rules of Arbitration of the International Chamber of Commerce. The number of arbitrators shall be one. Language to be used in the arbitral proceedings shall be English. All aspects of such arbitration shall be conducted in the strictest confidence and treated as confidential information, and each party agrees not to disclose any information concerning any dispute or arbitration hereunder to any person except as may be required by law or this Agreement.
12. No Class Action
With the exceptions of events explicitly prohibited by law, as a condition of the use of Platform and/or Service, you agree that any and all disputes arising out of or connected with Platform and/or Service shall be resolved individually, without resort to any form of class action.
Any arbitration under these TOS shall take place on an individual basis. Class arbitrations and class/representative/collective actions are not permitted.
Each Party may bring claims against the other party only in the individual capacity and not as a plaintiff or class member in any putative class, collective, and/or representative proceeding, such as in the form of a private attorney general action against the other. Further, unless both parties agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
13. General
Notices. You may deliver notices to Lexelerate to the following address: office@lexelerate.ai or any other address specified in the Agreement.
Lexelerate may give notices to you via the email address associated with your Account or, exceptionally, by mail or courier indicated in your Account information.
Notice shall be deemed to have been received:
- The next day, if given via notice on your Account or via your designated email,
- Two workdays after posting the notice via courier or registered post. “Workday” shall have the meaning of workday at Lexelerate’s registered seat.
Either party may change its notice address or email address under this Agreement with prior written notice to the other party delivered in accordance with this section.
Entire Agreement. This Agreement (as defined in these TOS) constitutes the entire contract between you and Lexelerate relating to the subject matter hereof and supersedes all prior agreements and understandings between you and Lexelerate with respect to that subject matter. Unless otherwise specifically prescribed in this Agreement, the Agreement may be amended only in writing in the form of a separate annex to be signed by both parties. No action, conduct, or behavior of any of the parties during the term of the contractual relationship can be interpreted as a waiver of this provision or as a proposal to amend this provision.
In case of conflict between any provision of the Agreement and any statement, representation, or other information published on the Platform or contained in any other materials or communications, the provision of the Agreement shall prevail. In case of any discrepancy between TOS and SaaS Agreement, the provisions of SaaS Agreement shall prevail. The provisions of TOS will apply to everything that is not regulated by the SaaS Agreement.
Severability. In case any provision of this Agreement is found invalid by any court or arbitration having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of the Agreement, which shall remain in full force and effect.
In case any part of this Agreement violates any mandatory rule of applicable law and proves to be void as a result thereof, it will, for those specific circumstances and only in that particular respect in which it is void, be considered modified to the extent necessary to comply with the law. Such a modification will be limited to the necessary minimum, while preserving the original intent and scope of the provision as much as possible.
Waiver. Failure by Lexelerate to exercise or enforce any right or provision of TOS shall not constitute a waiver of such right or provision.
Assignment. Neither party may assign this Agreement or any of its rights or obligations hereunder without the other party’s express written consent, except that either party may assign this Agreement to the surviving party in a merger of that party into another entity or in the acquisition of all or substantially all of such party’s assets. An assignment authorized pursuant to the preceding sentence shall not become effective unless and until the assignee agrees in writing to be bound by all the assigning party’s rights and obligations set forth in this Agreement. Except to the extent forbidden in the previous provision, this Agreement will be binding upon and inure to the benefit of the parties’ respective successors and assigns.
14. DPO and Consulting Services
Lexelerate may provide, subject to a separate written agreement, Data Protection Officer (DPO) Services and Consulting Services (collectively, the “Professional Services“). These Professional Services are distinct from the Platform and SaaS Services described elsewhere in these Terms. The scope, deliverables, timelines, and responsibilities related to such Professional Services shall be set forth in the relevant written engagement agreement executed by both Parties.
All DPO and Consulting Services shall be governed by separate agreements between you and Lexelerate (“Professional Services Agreement“), which shall prevail over conflicting provisions in these Terms to the extent of such conflict. Unless explicitly stated otherwise, the general provisions of these Terms (such as confidentiality, liability, and intellectual property) shall apply to Professional Services to the extent they do not contradict the specific terms of the Professional Services Agreement or Section 14 of these Terms.
Fees for the Professional Services shall be specified in the Professional Services Agreement and invoiced separately from any SaaS Subscription Fees. Unless otherwise agreed, payment terms and conditions of Section 4 (Fee and Payment) of these Terms shall apply. Non-payment of fees for Professional Services may result in the suspension or termination of such services without affecting your access to the Platform under a separate Subscription Plan.
Lexelerate acknowledges the sensitive nature of the information accessed or processed as part of the Professional Services, especially regarding personal data under data protection laws. Both Parties shall comply with the confidentiality obligations set forth in Section 6 (Confidentiality) of these Terms and any specific data protection provisions included in the Professional Services Agreement and any applicable Data Processing Agreement (DPA).
While Lexelerate will perform the Professional Services with reasonable skill and care, the Parties acknowledge that the DPO and Consulting Services are advisory and compliance-support in nature, and Lexelerate does not guarantee regulatory outcomes. The liability limitations outlined in Section 9 (Liability) of these Terms shall apply to the Professional Services except where otherwise stipulated in the Professional Services Agreement or Section 14 of these Terms.
Termination of Professional Services shall be governed by the terms of the relevant Professional Services Agreement. Termination of the Platform Subscription shall not automatically terminate any separate Professional Services agreement, and vice versa.
Unless otherwise expressly stated in the separate Professional Services Agreement or Section 14 of these Terms, the following sections of these Terms of Service shall apply to the provision and use of the DPO and Consulting Services: Section 4 (Fee and Payment), Section 5 (Intellectual Property Rights), Section 6 (Confidentiality), Section 7 (Warranties), Section 8 (Indemnity), Section 9 (Liability), Section 10 (Term and Termination), Section 11 (Applicable Law and Dispute Resolution), Section 12 (No Class Action), and Section 13 (General). In case of any conflict between the provisions of the Professional Services Agreement and these Terms, the Professional Services Agreement shall prevail to the extent of such conflict. In case of conflict between Section 14 and the rest of the Terms, Section 14 will prevail.
Lexelerate shall not, under any circumstances, be held liable or responsible for the Customer’s failure to comply with the General Data Protection Regulation (GDPR) or any other applicable data protection laws or regulations. The Customer agrees to defend, indemnify, and hold harmless Lexelerate, its affiliates, officers, directors, employees, agents, and representatives from and against any and all claims, losses, liabilities, damages, judgments, awards, costs, expenses (including reasonable attorneys’ fees), actions, or lawsuits, directly or indirectly arising out of or relating to any third-party claims based on the Customer’s negligent acts, omissions, or fraud in connection with this Agreement or any Professional Services provided hereunder; or violation of any applicable statute, law, ordinance, regulation, or the Customer’s failure to comply with its obligations under this Agreement or any related Professional Services Agreement.
Except for breaches of confidentiality or violations of intellectual property rights owed by Lexelerate, and to the maximum extent permitted by applicable law, neither Party shall be liable to the other for any indirect, incidental, consequential, punitive, or special damages, including but not limited to loss of profits, business interruption, or loss of data, arising out of or relating to this Agreement or the Professional Services.
The aggregate liability of each Party arising from or relating to this Agreement, regardless of the form of action, shall be limited to the total amount of fees paid by the Customer to Lexelerate for the Professional Services during the twelve (12) month period immediately preceding the event giving rise to the claim.
In connection with the foregoing indemnity obligations, the Party seeking indemnification shall promptly notify the indemnifying Party in writing of any claim, demand, or action for which indemnity is sought; allow the indemnifying Party to assume control of the defense and settlement negotiations of such claim, provided that the indemnified Party may participate in the defense with counsel of its own choosing at its own expense; provide reasonable cooperation and assistance to the indemnifying Party in defending the claim, at the indemnifying Party’s expense; and not settle or resolve any claim without the prior written consent of the indemnified Party, which shall not be unreasonably withheld or delayed. Failure by the indemnified Party to comply with these procedures shall not relieve the indemnifying Party of its indemnification obligations, except to the extent the indemnifying Party is materially prejudiced by such failure.
In connection with the foregoing indemnity obligations, the Party seeking indemnification shall promptly notify the indemnifying Party in writing of any claim, demand, or action for which indemnity is sought; allow the indemnifying Party to assume control of the defense and settlement negotiations of such claim, provided that the indemnified Party may participate in the defense with counsel of its own choosing at its own expense; provide reasonable cooperation and assistance to the indemnifying Party in defending the claim, at the indemnifying Party’s expense; and not settle or resolve any claim without the prior written consent of the indemnified Party, which shall not be unreasonably withheld or delayed. Failure by the indemnified Party to comply with these procedures shall not relieve the indemnifying Party of its indemnification obligations, except to the extent the indemnifying Party is materially prejudiced by such failure.