Terms of Service

2.1 Platform Description. DMM Infinity is an AI-powered data management platform purpose-built for low-code ecosystems. The Platform consists of two principal components: (a) the Cloud Service, which provides centralized orchestration, pipeline configuration, execution coordination, environment management, user administration, and observability; and (b) the Agent Software, which is deployed within Customer Environments to execute data operations locally and facilitate peer-to-peer encrypted data transfers between environments.

2.2 Data Path Separation. Customer acknowledges and agrees that the Platform is architected such that Customer Data is transferred exclusively via encrypted peer-to-peer channels directly between Agent Software instances deployed in Customer Environments. The Cloud Service processes only Metadata and orchestration instructions. Customer Data does not pass through, reside on, or become accessible to the Cloud Service infrastructure at any time during normal operation of the Platform.

2.3 Agent-Based Architecture. The Agent Software operates within Customer’s low-code platform environments and interacts with Customer’s data through the native runtime APIs of the applicable Supported Platform (e.g., Mendix Runtime API, OutSystems APIs). The Agent Software does not require direct database access to Customer’s environments.

2.4 AI Features. The Platform includes AI Features that assist Users with pipeline configuration, data management tasks, and operational optimization. Customer acknowledges that AI Features provide suggestions and automated assistance based on algorithmic analysis and that such features: (a) may not be error-free; (b) are provided as decision-support tools and do not replace human judgment; and (c) should be reviewed by qualified personnel before being applied to production data or critical operations. Infosistema does not warrant the accuracy, completeness, or fitness for any particular purpose of any output generated by AI Features.

2.5 Platform Evolution. Infosistema may, from time to time, update, modify, or enhance the Platform, including the Cloud Service and Agent Software, to improve functionality, security, or performance. Infosistema will use commercially reasonable efforts to ensure that such updates do not materially diminish the core functionality of the Platform. Material changes will be communicated to Customer in advance through the Documentation, the Portal, or direct notice.

3.1 Grant of Rights. Infosistema hereby grants Customer the following non-exclusive, non-transferable subscription, subject to the Scope Limitations and the provisions of this ToS:

3.2 Free Trial and Early Access. If Customer has acquired access to the Platform under a Free Trial or Early Access arrangement, then the Subscription is conditioned upon Customer’s use of the Platform solely for its internal evaluation purposes, and solely to assess whether Customer wishes to acquire a fee-based Subscription. Features, availability, and support levels during Free Trial or Early Access periods may differ from those of paid Subscriptions and are provided at Infosistema’s discretion.

3.3 Open Source Components. The Software may include software components provided by third parties that are subject to open-source copyright license agreements (“Open Source Components”). These Open Source Components, if any, are identified in the Documentation. Customer’s use of the Open Source Components will be governed by and subject to the applicable open source license and not this ToS.

3.4 Reservations. All rights to the Platform, Software, Documentation, Cloud Service, and all related and other Intellectual Property Rights of Infosistema not expressly granted to Customer are reserved to Infosistema. Customer may not make the Platform, Software, or Documentation available to any third parties as part of any rental, leasing, time-sharing, ASP, SaaS, or service bureau arrangement. Except to the extent otherwise specified in the Subscription Agreement, Customer may use the Platform and Documentation only for its internal business purposes. All Software provided under this ToS is licensed via subscription, not sold. Access to the Cloud Service is provided as a service and not sold.

3.5 Proprietary Rights; Reverse Engineering. As between Infosistema and Customer, Infosistema will own all Intellectual Property Rights in or to the Platform, Software, Cloud Service, and Documentation, and any derivative works of or improvements or enhancements to any of the foregoing created or developed by or on behalf of Infosistema, or created or developed by or on behalf of Customer in violation of any of Infosistema’s Intellectual Property Rights. Customer acknowledges that the Software (including its structure, organization, and code), the Cloud Service, and the Documentation constitute trade secrets and are the valuable property of Infosistema. Customer will not remove, obscure, or alter any notice of copyright, patent, trade secret, trademark or other proprietary right or disclaimer appearing in or on any Software or Documentation. Except to the extent (if any) permitted by applicable law or required by Infosistema’s service providers, Customer will not decompile, or create or attempt to create, by reverse engineering or otherwise, the source code from the executable code supplied under this ToS or use it to create a derivative work.

3.6 Restrictions. Customer will not, and will not permit any User or third party to: (a) use the Platform to process data for any third party on a service bureau, time-sharing, or similar basis; (b) attempt to gain unauthorized access to the Cloud Service or its related systems or networks; (c) interfere with or disrupt the integrity or performance of the Cloud Service; (d) transmit any malware, viruses, or harmful code through the Platform; (e) use the Platform in violation of any applicable law or regulation; (f) circumvent or attempt to circumvent any security measures or access controls of the Platform; or (g) use the AI Features to develop competing products or services.

4.1 Cloud Service Provision. Infosistema will provide the Cloud Service in accordance with this ToS and the applicable Subscription Agreement. The Cloud Service is hosted on Google Cloud Platform infrastructure and is subject to the operational practices and security standards maintained by Infosistema.

4.2 Service Availability. Infosistema will use commercially reasonable efforts to make the Cloud Service available 99.5% of the time during each calendar month, measured as the percentage of total minutes in the month during which the Cloud Service is operational and accessible, excluding Scheduled Maintenance and force majeure events (“Availability Target”). The Availability Target is a target, not a guarantee, unless a specific Service Level Agreement (SLA) with binding commitments and remedies is executed as part of the Subscription Agreement.

4.3 Scheduled Maintenance. Infosistema may perform scheduled maintenance on the Cloud Service, during which the Cloud Service may be temporarily unavailable. Infosistema will provide Customer with at least 48 hours’ advance notice of scheduled maintenance windows, except in cases of emergency maintenance required to address security vulnerabilities or critical system issues, in which case Infosistema will provide as much advance notice as is reasonably practicable.

4.4 Data Backup and Recovery. Infosistema will maintain backups of Cloud Service configuration data, Metadata, and platform operational data in accordance with its standard backup procedures. For the avoidance of doubt, Infosistema does not back up Customer Data, as Customer Data does not reside on the Cloud Service infrastructure.

4.5 Cloud Infrastructure Sub-processors. The Cloud Service is hosted on Google Cloud Platform. Customer acknowledges and agrees that Google Cloud Platform serves as a Sub-processor for the operation of the Cloud Service. A current list of Sub-processors is available in the Documentation or upon request. Infosistema will notify Customer of any material changes to its Sub-processors at least 30 days before such change takes effect.

5.1 Security Architecture. The Platform implements a zero-trust security architecture. Infosistema will maintain industry-standard security measures to protect the Cloud Service and the integrity of Platform operations, including but not limited to:

5.2 Customer Security Responsibilities. Customer is responsible for: (a) maintaining the security of its Customer Environments, including the infrastructure on which the Agent Software is deployed; (b) managing User access credentials and ensuring that only authorized Users access the Platform; (c) ensuring that Agent Software installations are kept up to date with the latest versions provided by Infosistema; and (d) promptly notifying Infosistema of any suspected security incident involving the Platform.

5.3 Agent Private Keys. Customer acknowledges that each Agent generates and retains its private cryptographic key locally within the Customer Environment. The Agent’s private key is never transmitted to or stored by the Cloud Service. Customer is solely responsible for the security and safekeeping of Agent private keys within its environments.

6.1 Cloud Service Access. Upon execution of the Subscription Agreement and receipt of applicable fees (or commencement of a Free Trial), Infosistema will provision Customer’s account on the Cloud Service and provide Customer with access credentials or integration instructions for the Portal.

6.2 Agent Software Delivery. Infosistema will make the Agent Software available for download through the applicable platform marketplace (e.g., Mendix Marketplace, OutSystems Forge) or through direct download as specified in the Documentation. For purposes of this ToS, the delivery date for the Agent Software will be the first to occur of the date on which Infosistema notifies Customer that the Agent Software is available for download, or the date on which Customer downloads the Agent Software.

6.3 Agent Pairing. To connect a Customer Environment to the Platform, Customer must complete the cryptographic agent pairing process as described in the Documentation. The pairing process uses single-use pairing codes with a limited time-to-live. Each successful pairing creates a Paired Environment and consumes one environment allocation under the applicable Scope Limitations.

6.4 Related Services. Infosistema will provide Customer with the Support Program throughout the Subscription Term, as specified in the applicable Subscription Agreement.

7.1 Payment of Fees. Customer will pay Infosistema the fees for the Subscription to the Platform and the Support Program (collectively, “Subscription Fees”) by bank transfer, EFT, credit card, or as specified or required in the applicable Subscription Agreement. Unless specified otherwise in the applicable Subscription Agreement, Infosistema will provision Customer’s account after payment confirmation, which will be considered the Subscription start date. No fees are due from Customer for authorized use of the Platform under a Free Trial or Early Access Subscription.

7.2 Taxes. Customer will be responsible for any applicable sales, use, or any value added or similar taxes (“Taxes”) payable with respect to the Subscription, provision of the Support Program, or otherwise arising out of or in connection with this ToS, other than taxes based upon Infosistema’s personal property ownership or net income. Unless expressly specified otherwise in any Subscription Agreement, all Subscription Fees, rates, and estimates exclude Taxes. If Customer has tax-exempt status, Customer will provide written evidence of such status.

7.3 Verification. Upon request by Infosistema, Customer will provide Infosistema with, or permit Infosistema to generate, a report indicating Customer’s compliance with the Scope Limitations for the period specified in the request, including but not limited to the number of Paired Environments and usage metrics collected by the Cloud Service. In the event of any use exceeding the Subscription rights for which Customer has paid, Customer will promptly pay Infosistema Subscription Fees for such excess use at the rates specified in the applicable Subscription Agreement. Upon receipt of such Subscription Fees, Infosistema will extend the Subscription to cover the excess.

8.1 Unauthorized Use. Customer will promptly notify Infosistema of any unauthorized use of the Platform of which Customer becomes aware. In the event of any unauthorized use by any User, Customer will use all commercially reasonable efforts to immediately terminate and prevent further occurrences of such unauthorized use.

8.2 Acceptable Use. Customer will use the Platform only for lawful purposes and in accordance with this ToS and the Documentation. Customer will not use the Platform to: (a) process, store, or transmit data in violation of any applicable law, regulation, or third-party right; (b) perform or facilitate any unauthorized penetration testing, vulnerability scanning, or security testing of the Cloud Service without Infosistema’s prior written consent; or (c) use the Platform in any manner that could damage, disable, overburden, or impair the Cloud Service.

9.1 Restrictions on Use and Disclosure. “Confidential Information” means all information transmitted by either party to the other pursuant to or in connection with this ToS that the disclosing party identifies as being proprietary or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary or confidential. The receiving party will not disclose the disclosing party’s Confidential Information to any third party, and will protect the disclosing party’s Confidential Information using the same degree of care it uses to protect its own Confidential Information, and in no event less than a reasonable standard of care. The receiving party will not use such Confidential Information except to further the purposes of this ToS. Infosistema’s Confidential Information includes information regarding products, pre-release products, software, services, the Cloud Service architecture, pricing, marketing and business plans and financial information. Infosistema and Customer will treat the terms and conditions of this ToS as confidential. This clause shall remain in force up to 5 (five) years after the termination of the contract.

9.2 Exclusions. Confidential Information will not include information that the receiving party can establish: (i) has entered the public domain without the receiving party’s breach of any obligation owed to the disclosing party; (ii) has been rightfully received by the receiving party from a third party without confidentiality restrictions; (iii) is known to the receiving party without any restriction as to use or disclosure prior to first receipt by the receiving party from the disclosing party hereunder; or (iv) has been independently developed by the receiving party.

9.3 Disclosure Required by Law. If any applicable law, regulation or judicial or administrative order requires the receiving party to disclose any of the disclosing party’s Confidential Information (a “Disclosure Order”) then, unless otherwise required by the Disclosure Order, the receiving party will promptly notify the disclosing party in writing prior to making any such disclosure, in order to facilitate the disclosing party’s efforts to protect its Confidential Information. Following such notification, the receiving party will cooperate with the disclosing party, at the disclosing party’s reasonable expense, in seeking and obtaining protection for the disclosing party’s Confidential Information.

9.4 Independent Development. The terms of confidentiality under this ToS will not limit either party’s right to independently develop or acquire products without use of the other party’s Confidential Information.

10.1.1 Platform Performance. The Platform, as provided by Infosistema to Customer under this ToS, will perform in all material respects in accordance with its applicable specifications set forth in the Documentation, for a period of 30 days following delivery (for Agent Software) or provisioning (for Cloud Service access) or such other warranty period as may be specified in the applicable Subscription Agreement (the “Warranty Period”). If the Platform does not function as warranted during the Warranty Period and the problem cannot be resolved with the Documentation, Customer may contact the party from whom it was acquired to receive instructions on how to obtain the refund.

10.1.2 Services. Infosistema will perform its obligations under the Support Program in a competent and professional manner, consistent with industry standards.

10.1.3 Security Standards. Infosistema will maintain commercially reasonable administrative, physical, and technical safeguards for the protection of the security, confidentiality, and integrity of the Cloud Service and any Metadata processed therein.

10.1.4 Scope. The warranties in this ToS are for the sole benefit of Customer and may not be extended to any other person or entity.

10.2 Disclaimer of Implied Warranties. Infosistema makes no representation or warranty in connection with the Platform or the Support Program, except as set forth in Section 10.1. The warranties in Section 10.1.1 do not apply to a Free Trial or Early Access period. These warranties are Customer’s exclusive warranties and replace all other warranties or conditions, express or implied, including, but not limited to, the implied warranties or conditions of merchantability and fitness for a particular purpose. Some countries in the European Union or jurisdictions do not allow the exclusion of express or implied warranties, so the above exclusion may not apply. In that event, such warranties are limited in duration to the Warranty Period, to the maximum extent allowed by applicable law.

10.3 AI Features Disclaimer. Without limiting the generality of Section 10.2, Infosistema makes no warranty that the AI Features will produce accurate, complete, or reliable results. AI Features are provided as decision-support tools and Customer is solely responsible for reviewing, validating, and approving any actions suggested or automated by AI Features before applying them to Customer Data or production environments.

11.1 Term — Subscription Agreements. Each Subscription Agreement will commence on the Subscription Start Date, and will continue for the period specified in the Subscription Agreement or, if not so specified, one year (the “Initial Subscription Term”), unless sooner terminated in accordance with Sections 11.2 or 11.3 below. Unless otherwise specified in the Subscription Agreement, the Initial Subscription Term will automatically renew for additional terms of the same length as the Initial Subscription Term (each a “Renewal Subscription Term”) unless either party declines renewal by notice in writing to that effect delivered to the other party at least sixty (60) days prior to expiration of the then current Subscription Term. The Initial Term and each Renewal Term are individually referred to in this ToS as the “Subscription Term”. With respect to a Free Trial or Early Access Subscription, either party may terminate the Subscription at any time, immediately upon notice to the other, for any reason or no reason.

11.2 Annual Fee Increases. Fees for Customer’s Subscription and Support Program are subject to annual increases, which will be effective beginning upon the first day of each Renewal Term. Infosistema will notify Customer of any increase prior to it becoming effective; notice may be in a form of an invoice. If Customer objects to the increase, then Customer may terminate its Subscription; any such termination will be effective on expiration of the then current Subscription Term. Customer acknowledges that expiration of any discount or incentive programs to which Customer was previously entitled do not constitute fee increases.

11.3 Customer’s Termination for Convenience. Customer may terminate any Subscription Agreement for convenience following expiration of all minimum terms specified in the Subscription Agreement, upon not less than 60 days prior written notice to Infosistema. If Customer terminates any Subscription Agreement under this Section 11.3, Customer will not be entitled to any refund of Subscription Fees paid or relief from Subscription Fees payable under such Subscription Agreement.

11.4 Termination for Cause. If either Party materially breaches any of its obligations under this ToS and fails to cure such breach within thirty (30) days from the date it receives from the non-breaching Party a notice of the breach and a demand for cure, then the non-breaching Party may terminate all or any affected Subscription Agreements, Subscriptions or related services immediately on notice. Without limiting the foregoing, Customer’s failure to pay past due Subscription Fees within 15 days of receipt of a written notice of late payment will constitute a material breach of the applicable Subscription Agreement and of the Subscription. If Customer has not cured a material breach within the applicable cure period then, until Customer has cured the breach in full, Infosistema may, in its sole discretion, and without prejudice to its other rights following material breach and failure to cure, (i) suspend Customer’s access to the Cloud Service and the performance of some or all of Infosistema’s obligations under the applicable Subscription Agreement, including obligations to provide the Support Program; and (ii) suspend the Subscriptions granted pursuant to the applicable Subscription Agreement. Notice of termination for any Subscription Agreement will not be interpreted to be notice of termination for any other Subscription Agreement.

11.6 Effect of Termination. No expiration or termination of this ToS or of any Subscription Agreement will relieve Customer of its obligation to pay any amounts accruing under such Subscription Agreement prior to such expiration or termination.

11.7 Data Portability. Upon Customer’s written request made within thirty (30) days following termination or expiration of a Subscription, Infosistema will make available for export Customer’s pipeline configurations and Metadata stored within the Cloud Service in a standard machine-readable format. After such thirty (30) day period, Infosistema shall have no obligation to maintain or provide any such data.

12.1 Infosistema Indemnity. Infosistema shall defend Customer, its officers, directors, employees, and agents against any third-party claims that (i) the use of the Platform as contemplated hereunder infringes any copyrights, patents, or other intellectual property rights of a third party and (ii) arises out of Infosistema’s violation of applicable laws, and Infosistema shall pay any losses, damages, costs, liabilities, and expenses (including, but not limited to, reasonable attorneys’ fees) finally awarded by a court to such third party or otherwise agreed to in settlement of such claim by Infosistema.

12.2 Customer Indemnity. Customer will defend Infosistema, its Affiliates, service providers and licensors, and their respective directors, officers, employees and agents, from and against any third party claims arising out of or related to (a) any Customer Data or Customer Content posted, stored or otherwise transmitted on or through the Platform, including any claims that such content violates the intellectual property, privacy or other rights of, or has otherwise harmed, a third party; (b) Customer’s unauthorized use of the Platform; and (c) Customer’s breach of applicable data protection laws in connection with Customer Data. Customer shall pay any losses, damages, costs, liabilities, and expenses (including, but not limited to, reasonable attorneys’ fees) finally awarded by a court to such third party or otherwise agreed to in settlement of such claim by Customer.

12.3 Procedure. If the Platform becomes, or in Infosistema’s opinion is likely to become, the subject of an infringement or misappropriation claim, Infosistema may, at its option and expense, either (i) procure for Customer the right to continue using the Platform, (ii) replace or modify the Platform so that it becomes non-infringing, or (iii) terminate Customer’s right to use the Platform and give Customer a refund or credit of the amounts actually paid by Customer to Infosistema for the Platform and any related Services less a reasonable allowance for the period of time Customer has used the Platform. Infosistema will have no obligation with respect to any infringement or misappropriation claim based upon (1) any use of the Platform not in accordance with the ToS or for purposes not intended by Infosistema; (2) any use of the Platform in combination with other products, equipment, software, or data not supplied by Infosistema; (3) any use of any release of the Software other than the most current release made available to Customer; (4) any modification of the Software made by any Person other than Infosistema; or (5) any claim arising from Customer Data or Customer’s configuration of pipelines and transformations. Sections 12.1, 12.2, and 12.3 state both parties’ entire liability and sole and exclusive remedy for infringement and misappropriation claims and actions.

13.1 Applicability. This Section only applies to Customers purchasing Subscriptions through an authorized Reseller. If Customer is uncertain as to the applicability of this section to its purchase, Customer should contact Infosistema for further information.

13.2 Resellers. If Customer ordered its Subscription or Support Program subscription from a Reseller, then this ToS is not exclusive of any rights Customer obtains under the Reseller Sales Agreement; however, if there is any conflict between the provisions of this ToS and the Reseller Sales Agreement, then the provisions of this ToS prevail. If a Reseller has granted Customer any rights that Infosistema does not also directly grant to Customer in this ToS, or that conflict with this ToS, then Customer’s sole recourse with respect to such rights is against the Reseller.

13.3 Term for Purchases through a Reseller. If Customer ordered the Services through a Reseller, then Sections 11.1-11.3 are inapplicable, and the Subscription term will begin on the Subscription Start Date and, subject to the remainder of Section 11, it will expire, renew and terminate in accordance with the terms of the Reseller Sales Agreement.

13.4 Payment for Purchases through a Reseller. If Customer ordered its Subscription or Support Program through a Reseller, then Sections 7.1 and 7.2 do not apply to Customer, and Customer’s billing and payment rights and obligations are governed by the Reseller Sales Agreement. However, if the Reseller from whom Customer purchased its Subscription or Support Program fails to pay Infosistema any amounts due in connection with Customer’s Subscription or Support Program, then Infosistema may suspend Customer’s access to the Cloud Service and Customer’s Subscription or Support Program without notice to Customer. Customer agrees that Customer’s remedy in the event of such suspension is solely against the Reseller and that Infosistema is not liable to Customer in any manner for such suspension.

14.1 Exclusion of Certain Claims. Except a party’s (i) indemnity obligations in Section 12; (ii) violations of applicable law, regulations, or statute; (iii) gross negligence or willful misconduct; (iv) violations of the confidentiality obligations defined herein; (v) violation of Infosistema’s Intellectual Property Rights (including unauthorized use); or (vi) liability which cannot be excluded under law, in no event will either party be liable for any consequential, indirect, special, incidental or exemplary damages, whether foreseeable or unforeseeable (including damages for loss of data or profits), even if advised of the possibility of such damages.

14.2 Limitation of Liability. Except for a party’s (i) indemnity obligations in Section 12; (ii) violations of applicable law, regulations, or statute; (iii) gross negligence or willful misconduct; (iv) violations of the confidentiality obligations defined herein; or (v) violation of Infosistema’s Intellectual Property Rights (including unauthorized use), in no event shall either party’s liability arising out of each Subscription Agreement exceed the fees paid or payable to Infosistema under such Subscription Agreement during the twelve (12) month period immediately preceding the Customer’s first assertion of any claim under such Subscription Agreement, regardless of whether any action or claim is based in contract, misrepresentation, strict liability or other tort. This limitation of liability also applies to Infosistema’s software developers, resellers, and suppliers. It is the maximum for which they and Infosistema are collectively responsible.

14.3 Free Trial and Early Access. With respect to any Free Trial or Early Access Subscription, Infosistema’s aggregate liability will in no event exceed one hundred euros (EUR 100), regardless of any theory of liability, and notwithstanding any provision of this ToS to the contrary.

14.4 No Liability for Customer Data. Given that Customer Data is transferred exclusively via peer-to-peer encrypted channels between Agent Software instances within Customer Environments and does not pass through the Cloud Service, Infosistema shall have no liability for any loss, corruption, or unauthorized access to Customer Data, except to the extent directly caused by a defect in the Agent Software or a failure of the Cloud Service’s orchestration instructions.

14.5 General. Customer and Infosistema agree that the exclusions and limitations specified in this ToS apply even if the remedies are insufficient to cover all of Customer’s or Infosistema’s losses or damages, or fail of their essential purpose and that without these limitations the fees for the Subscription and Support Program would be significantly higher. Except with respect to infringement or misappropriation by either party of any of the other party’s Intellectual Property Rights, neither party may commence any action or proceeding under this ToS more than two years after the occurrence of the applicable cause of action.

15.1 Governing Law. This ToS will be governed by and interpreted in accordance with the internal laws of Portugal, and, where such laws are preempted by the laws of the European Union, in each case without regard to (a) conflicts of laws principles, and (b) the applicability, if any, of the United Nations Convention on Contracts for the International Sale of Goods.

15.2 Disputes. Any disputes arising under this ToS will be referred to the appropriate management officer, with powers to bind the Customer’s company, and an appropriate senior manager of Infosistema who will, within ten days of written notice of a dispute being served by one or the other, meet by telephone or videoconference in a reasonable faith effort to resolve the dispute without recourse to legal proceedings. Any dispute, controversy, or claim arising out of or relating to this ToS, or the breach, termination, or invalidity thereof that the parties cannot resolve, will be submitted to the exclusive jurisdiction of a court of competent jurisdiction in Lisbon, Portugal. Each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.

16.1 Publicity; References. Provided that Infosistema complies with any trademark usage requirements notified to it by Customer, Infosistema may refer to Customer as one of Infosistema’s customers and use Customer’s logo as part of such reference after prior written approval of Customer. With Customer’s prior written approval, Infosistema may issue a press release announcing the relationship between Infosistema and Customer.

16.2 Compliance with Laws; Export Control. Both parties agree to comply with all applicable laws, including the export and re-export control laws and regulations. Specifically, Customer covenants that it will not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Infosistema under this ToS to any destination, entity, or person prohibited by the laws or regulations of Portugal or the European Union, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.

16.3 Equitable Relief. Customer and Infosistema acknowledge that damages may be an inadequate remedy if the other violates the terms of this ToS pertaining to protection of a Party’s Intellectual Property Rights or Confidential Information. Accordingly, each of them will have the right, in addition to any other rights each of them may have, to obtain in any court of competent jurisdiction, temporary, preliminary and permanent injunctive relief to restrain any breach, threatened breach, or otherwise to specifically enforce any of such obligations in this ToS.

16.4 Force Majeure. If the performance of this ToS is adversely restricted or if either party is unable to conform to any warranty by reason of any circumstances beyond the reasonable control and without the fault or negligence of the party affected, including but not limited to acts of God, natural disasters, pandemics, government actions, internet or telecommunications failures, or failures of third-party cloud infrastructure providers, then the party affected, upon giving prompt written notice to the other party, will be excused from such performance on a day-to-day basis to the extent of such restriction; provided, however, that the party so affected will use all commercially reasonable efforts to avoid or remove such causes of non-performance and both parties will proceed as soon as reasonably practical.

16.5 Enhancement Analysis. Infosistema may analyze Customer’s usage history, Platform telemetry, and operational statistics (collectively, “Enhancement Data”) for Infosistema’s internal purposes, including to improve and enhance the Platform and related services. Enhancement Data includes Cloud Service usage metrics, Agent Software operational telemetry (such as execution durations, record counts, error rates, and performance metrics), and feature usage patterns, but explicitly excludes Customer Data and the substantive content of Customer’s data operations. Unless otherwise specified in the Subscription Agreement, Customer authorizes and will not interfere with the Platform’s transmission of Enhancement Data to Infosistema. Infosistema may make information derived from its analysis of Enhancement Data publicly available, provided that the publicized information does not include any Enhancement Data that has not been aggregated and anonymized. For the purposes of this ToS, aggregated and anonymized Enhancement Data means Enhancement Data that (i) has been aggregated with other data, and (ii) does not contain information that identifies Customer or its Users. For the sake of clarity, aggregated and anonymized data is not Confidential Information of Customer.

(a) Data Controller and Processor Roles. With respect to any Personal Data processed by the Cloud Service (limited to User account information, Metadata, and Platform operational data), Infosistema shall act as a data processor on behalf of the Customer (as data controller), and shall process such Personal Data in full compliance with applicable data protection laws, including the GDPR.

(b) Customer Data. Customer acknowledges and agrees that, due to the Platform’s peer-to-peer architecture, Infosistema does not access, process, store, or control Customer Data (which may contain Personal Data). Customer is solely responsible for ensuring that its use of the Platform, including the configuration of data operations, anonymization rules, and transformation pipelines, complies with applicable data protection laws, including obtaining any necessary consents and implementing appropriate safeguards for Personal Data contained within Customer Data.

(c) Data Processing Agreement. The Parties may agree to sign an additional Data Processing Agreement (DPA) so that such data processing shall be carried out following the DPA, which the parties hereto agree to be binding upon them upon signing by all parties and that, within its scope, shall prevail over the ToS.

(d) Data Residency. The Cloud Service infrastructure is hosted in the European Union (Google Cloud region europe-west1, Belgium). Customer Metadata and Platform operational data processed by the Cloud Service are stored within the European Union. Infosistema will inform Customer of any material changes to its hosting regions. Customer Data, being transferred peer-to-peer between Agent Software instances, remains within Customer’s infrastructure and is not subject to Infosistema’s data residency controls.

(e) Data Breach Notification. In the event that Infosistema becomes aware of a security breach affecting Personal Data processed by the Cloud Service, Infosistema will notify the Customer without undue delay and in any event within 72 hours of becoming aware of such breach, and will provide such information as is reasonably required to enable the Customer to fulfill its obligations under applicable data protection laws.

16.7 Captions and Headings. The captions and headings are inserted in this ToS for convenience only and will not be deemed to limit or describe the scope or intent of any provision of this ToS.

16.8 Severability; Invalidity. If any provision of this ToS is held to be invalid, such invalidity will not render invalid the remainder of this ToS or the remainder of which such invalid provision is a part. If any provision of this ToS is so broad as to be held unenforceable, such provision will be interpreted to be only so broad as is enforceable.

16.9 Waiver. No waiver of or with respect to any provision of this ToS, nor consent by a party to the breach of or departure from any provision of this ToS, will in any event be binding on or effective against such party unless it be in writing and signed by such party, and then such waiver will be effective only in the specific instance and for the purpose for which given.

16.10 Third Party Beneficiaries. Except as expressly set forth in this ToS, no provisions of this ToS are intended nor will be interpreted to provide or create any third-party beneficiary rights or any other rights of any kind in any other party.

16.11 Assignment. None of the Parties will assign any of its rights under this ToS without the prior written consent of the other Party, which will not be unreasonably withheld. Subject to the foregoing restriction on assignment by Customer/Infosistema, this ToS will be binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.

16.12 Notices. Any notice or other communication under this ToS given by either party to the other party will be deemed to be properly given if given in writing and delivered by (i) Registered Postal mail, return receipt requested to the recipient at the address identified in the Subscription Agreement or (ii) by email using the contacts used in the sales process. If Infosistema’s address is not identified in the Subscription Agreement, then notices to Infosistema must be delivered to its main office address, as published at www.infosistema.com, Attention: Legal Department. Notice periods will begin on the day following delivery. Either party may from time to time change its address by giving the other party notice of the change in accordance with this Section.

16.13 Entire Agreement; Amendments; Conflicts. This ToS constitutes and embodies the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous written, electronic or oral communications, representations, agreements or understandings between the parties with respect thereto. This ToS may not be modified or amended except by a written instrument executed by both parties. All Platform subscriptions and related services purchased by Customer under this ToS will be subject to the terms and conditions of this ToS. With the exception of order quantities and Subscription Fees, any terms or conditions appearing on the face or reverse side of any purchase order, acknowledgment, or confirmation that are different from or in addition to those specified in this ToS will not be binding on the Parties, even if signed and returned, unless both Parties agree in a separate writing to be bound by such different or additional terms and conditions. In the event of any conflict between the terms of this ToS and any Subscription Agreement, the terms of the applicable Subscription Agreement will govern.

16.14 Subscription Activations. The number of Paired Environments is limited to the environment allocation quantity defined in each Subscription plan. Each Customer Environment that completes the agent pairing process uses one environment allocation. Environment pairings may be deactivated and reassigned in accordance with the procedures specified in the Documentation, subject to any limitations specified in the Subscription Agreement.

16.15 Subscription Use. Subscriptions are for internal use within the subscribing company’s low-code platform environments, not for reselling, sublicensing, or usage in third-party SaaS solutions unless expressly authorized in the Subscription Agreement.

16.16 Subscription Cancellation. Subscriptions are non-cancellable before their Subscription Term end date, except as otherwise provided in Sections 11.1 through 11.4.