THE HIDEXE CLOUD-BASED SOFTWARE AS A SERVICE (SaaS) AND AUTOMATED VIRTUAL SOURCING & PROCUREMENT PLATFORM ENABLING AN OPTIMIZED AND INTEGRATED GLOBAL DIGITAL ECOSYSTEM FOR THE HIDE, SKINS, LEATHER & BI-PRODUCTS INDUSTRY

GENERAL TERMS OF USE

PLEASE NOTE THAT TO USE THE HIDEXE CLOUD-BASED SERVICES AND THE SURROUNDING ECOSYSTEM OF RESOURCES, YOU MUST AGREE TO THE GENERAL TERMS AND CONDITIONS SET FORTH BELOW.

The following general terms of use of the HIDEXE SaaS (“H-SaaS”), together with all other policies referenced herein or other documents to which they refer constitute a binding legal agreement (the “Terms” or the “Agreement”) between HIDEXE and You, governing all offline and online use of the HIDEXE ecosystem of resources and of the H-SaaS, which powers it. By your Application for creating a User Account and becoming a User or otherwise using H-SaaS Services (as defined below) in any manner, you are entering into these Terms that form a legally-binding agreement. Please do not access or use the HIDEXE software or any surrounding ecosystem resources if you are unwilling or unable to be bound by these Terms.

1 Definitions

In these Terms:

a) “Account” or “H-SaaS Software Suite Account” means a User Account registered on the Website or one of HIDEXE’s proprietary Apps.

b) “Applicant Legal Address” means the legal address of an applicant for User registration, where notice required or permitted to be given under these Terms will be delivered by mail.

c) “Application” means an application made by any entity to become a User of the Services, subject to the approval of HIDEXE.

d) “Charge” or “Service Fee” or “License Fee” means any applicable SaaS license fee (including taxes) to be paid by a User to HIDEXE in order to use the H-SaaS Services, according to these Terms and/or any additional terms agreed upon, posted on the Website, and/or notified to the Users from time to time.

e) “Lots Sourcing Transaction Contract” means a contract for cloud-based sourcing of a single (or multiple) Lots of tannery products, executed between a Supplier and an Off-taker, or any similar arrangement between Users, using the H-SaaS Services.

f) “Confidential Information” means any written information which must be maintained in confidence by the User, as stated in clause 23 – Confidentiality - of these Terms.

g) “Confirmation Of User Registration” means the confirmation of the User registration transmitted by HIDEXE to a User upon acceptance of its Application.

h) “Content” means any information available on the Website.

i) “Controller” means You, acting as a data controller with respect to your personal data processed in accordance with the concluded SaaS Agreement.

j) “Counterpart User” means a counterpart of a User to a Lots Sourcing Transaction Contract.

k) “Data Processing Agreement” means the HIDEXE Data Processing Agreement, a policy governing the processing of personal data of the User when using the H-SaaS Services, which is available on the Website.

l) “Data Subjects” means Users concerning their personal data in the sense of GDPR.

m) “Flat Rate Periodic SaaS License Fee” or “Periodic Fee” means a fraction of the Paid Services Charge, made of a flat fee, to be paid periodically to HIDEXE, to be a User accessing to the H-SaaS Paid Services, as amended from time to time.

n) ”GDPR” means the General Data Protection Regulation which came into effect on the 25th of May 2018. The previously in-place legislation was known as the 1995 Data Protection Directive (officially known as Directive 95/46/EC) and aimed to protect individuals and the processing of their personal data.

o) “HIDEXE”, or “Us”, or “We” means HIDEXE SA, a limited liability company incorporated in Luxembourg (registration number B204427), with its legal address at 16 rue Erasme 1468 Luxembourg (as amended from time to time).

p) “Harmful Code” means any software (sometimes referred to as “viruses,” “worms,” “trojan horses,” “time bombs,” “time locks,” “drop dead devices,” “traps,” “access codes,” “cancelbots” or “trap door devices”) or similar harmful code that: (a) is intentionally designed to damage, disrupt, disable, harm, impair, interfere with, intercept, expropriate or otherwise impede in any manner, any data, storage media, program, system, equipment or communication, based on any event, including for example but not limited to (i) exceeding a number of copies, (ii) exceeding a number of users, (iii) passage of a period of time, (iv) advancement to a particular date or other numeral, or (v) use of a certain feature; or (b) would enable an unauthorized person to cause such result; or (c) would enable an unauthorized person to access another person’s information without such other person’s knowledge and permission.

q) “HIDEXE Content” means any content or information posted by HIDEXE and/or any of its affiliates on the Website, HIDEXE Apps or elsewhere.

r) “HIDEXE Materials” means the material, software, and intellectual property, attached to the Website, HIDEXE Apps or elsewhere as stated in clause 20 - Intellectual Property Rights - of these Terms.

s) “HIDEXE Platform” or “Platform” means the offline and/or online H-SaaS services used by authorized Users, Suppliers and Off-Takers, and the surrounding ecosystem of resources, including the software that powers automated sourcing & procurement of Lots of tannery products of classified quality (defined by high-granulometry specification parameters) and related technologies, enabling optimized and integrated digital interactions within the global hide, skins, leather & bi-products industry .

t) “H-SaaS” or “SaaS Service(s)” means the software-as-a-service offered by HIDEXE in the H-SaaS section of the Website or via proprietary Apps, as amended from time to time, including but not limited to SaaS Service(s) set out in clause 4 - SaaS Service(s) - of these Terms.

u) “ID” or “Username-ID” means for a registered User of the HIDEXE Platform, its sign-in ID to access the SaaS Service(s).

v) “LDP” means the Data Processing Agreement and the Luxembourgian legislation applicable to the processing, protection, confidentiality and privacy of personal data, including but not limited to the GDPR.

w) “Login Instruction” means the instructions for a User to access and use its Platform Private User Section.

x) “Lot” means any lot or set of tannery products searched for procurement or offered for delivery on the Website.

y) “Offered Supply” means for a User, an online on the Website and/or an offline transmission to HIDEXE, for submitting an offer of a Lot of tannery products to other Users or visitors of the Website, and any ancillary submitted information.

z) “Paid Services” means the variety of SaaS Services and features that require a payment of License Fees from a User to HIDEXE, to be used according to these Terms and/or any additional terms agreed upon and/or notified to the Users from time to time.

aa) “Parties” means the Processor and Controller collectively referred.

bb) “Party” means the Processor and the Controller individually referred.

cc) “Password” means for a registered User of the HIDEXE Platform, its password to access the SaaS Service(s).

dd) “Payment Conditions” means the contractual payment conditions of the Service Fee by a User to HIDEXE.

ee) “Platform Dispute” means a dispute between a User or a visitor of the Website and HIDEXE arising out of or in connection with this Agreement.

ff) “Platform Private User Section” means the User’s private section of the Platform.

gg) “Pricing Model” means the pricing model of the Paid Services License Fee to be paid by the Users, as posted on the Website, and as amended from time to time.

hh) “Privacy Policy” means the HIDEXE privacy policy, which is available on the Website, as amended from time to time.

ii) “Processor” means HIDEXE, acting only as a data processor with respect to a User personal data processed in accordance with the concluded SaaS Agreement.

jj) “Procurement Request” means for a User, an online on the Website and/or an offline transmission to HIDEXE, for searching the procurement of a Lot of tannery products from other Users or visitors of the Website, and any ancillary submitted information

kk) “Revised Date” the last date of update and/or modification of these Terms from time to time.

ll) “SaaS” means Software-as-a-service, or a model of software distribution where customers pay a subscription or licensing fee to the software vendor who makes the application available over the Internet. In the SaaS model, rather than purchasing a physical copy of an application and installing it on a local server, the customer relies on the software vendor to facilitate access to the application via the Internet, hosting and maintaining it on vendor’ servers.

mm) “SaaS Agreement” means a SaaS Agreement concluded between a registered User and HIDEXE according to these Terms.

nn) “SaaS License Date” means the date of start of the HIDEXE SaaS Service License in favour of a User.

oo) “Software” means any software powering and or providing any functions on the HIDEXE Platform available on the Website, and or animating or stored in the memory of any of its ancillary connected data processing platforms, including the compiled code and the source code of such software.

pp) “Supplemental Terms” means any supplemental terms, which may apply to certain specific aspects of use of the SaaS Services, agreed upon between a User and HIDEXE after being posted by HIDEXE on the Website, or which are added in certain conditions, in particular when Service Fee are paid indirectly, via a third party payment processor.

qq) “Supplier” means a User making an Offered Supply online on the Website and/or an offline transmission to HIDEXE,

rr) “Trademarks” means the trademarks, logos, trade names, and service marks, whether registered or unregistered displayed on the Website.

ss) “Off-taker” means a User making a Procurement Request online on the Website and/or an offline transmission to HIDEXE,

tt) “User Account” means, an active personal User services account registered for and maintained by a User at HIDEXE, in order to use the SaaS Service(s).

uu) “User Content” means any information that a User may post, submit, display, or otherwise make available to HIDEXE or on H-SaaS or transmit through the SaaS Service(s), including but not limited to Supplier Profiles, Off-taker Profiles, User Profiles, Procurement Requests, Supply Offers, Lots of products specification, or any other information, images, messages, and other materials posted or transmitted by a User to the Platform, and/or directly to HIDEXE, in any form whatsoever, including alpha-numeric data, impressions, images, text or sound.

vv) “User Dispute" means a claim, expression of dissatisfaction or a dispute which may arise between Users regarding a Lots Sourcing Transaction Contract.

ww) “User Mailbox” means for a registered User of HIDEXE Platform, its valid associated User mailbox for receiving electronic text mails from HIDEXE.

xx) “User Profile” means any content that a User posts or transmits through the SaaS Service(s) and/or directly to HIDEXE, in any form whatsoever, including but not limited to information and/or data on the User.

yy) “Volumetric Based SaaS License Fee” or “Volumetric Fee” means a fraction of the Paid Services Charge, made of a usage based fee invoiced by HIDEXE to Suppliers (sellers) and/or Off-takers (buyers/bidders/tenderers) upon conclusion of each Lots Sourcing Transaction Contract executed between Users of the Platform, the amount of which is generally proportional to the per Lots supply-procurement volume of products of such contract, the pricing parameters of which may depend on the type of products of the Lot; as amended from time to time.

zz) “Website” means the Platform website at the address www.HIDEXE.com and any other ancillary websites operated by HIDEXE, as amended from time to time.

aaa) “You” or “User” or “User(s)”, means you, as any organisation, company or other entity, or individual that uses H-SaaS cloud-based software suite and the surrounding ecosystem of resources distributed by the Website and proprietary Apps, including but not limited to a [KR3] [TGP4] registered User, as a Supplier (seller) and/or as an Off-taker (buyer/bidder/tenderer) of Lots of products procured or supplied via the Platform, or otherwise. If you are using the Platform on behalf of a company or other legal entity, then “You” also means such company or legal entity.

bbb) In these Terms, the words "including" and "include" mean "including, but not limited”.

2 Terms of Use of the SaaS Services

By accessing the H-SaaS Services and the surrounding ecosystem of resources distributed by the Website and proprietary Apps, You confirm you read carefully the attached Terms and You declare to be bound by the Terms of use of the SaaS Services.

3 Supplemental Terms

Supplemental Terms may apply to certain specific aspects of use of the SaaS Services, after being posted by HIDEXE on the Website. Supplemental Terms shall prevail over these Terms in the event of a conflict with respect to the applicable Services.

4 SaaS Services

The H-SaaS is cloud-based software suite and the surrounding ecosystem of resources distributed by the Website and proprietary Apps.

Through the HIDEXE Platform, the following services (Platform Services) are offered:

Users registered on the Website or proprietary Apps (Users) may post offline (directly to HIDEXE) and/or online (on the Website) their User Profile, and/or their Procurement Request and/or their Offered Supply information; and,
Off-takers registered on the Website or proprietary Apps, are offered opportunities to establish new supply-procurement partnerships and reach new suppliers, not only within their existing supply chains but also across an entirely new supply ecosystem; and are provided new opportunities for global procurement of Lots of tannery products. Off-takers are provided access to a set of efficient and convenient tools to assess the fit of offered Lots, to compare their competitive valuation parameters and prices, and screen the product availability from a single source.
Suppliers registered on the Website or proprietary Apps, are provided an additional channel to offer their Lots of tannery products, whilst greatly enhancing their productivity and reducing their inventory disposal costs, compared to other existing supply sales channels. Suppliers are offered opportunities to establish new global supply-chain partnerships and reach new Off-takers, not only within their existing supply chains but also across entirely new supply chains. Suppliers are offered opportunities to establish overseas supply-procurement partnership. Suppliers have at their disposal a convenient way to demonstrate the fit of their Lots of products to the Off-takers’ needs, and compare the competitive procurement valuation parameters of their products from a single source.
Off-takers and Suppliers, registered Users on the Platform, may fill high granulometry description Lot templates (pre-established by HIDEXE), that contain mandatory and optional fields of the specifications of Lots of products for their Procurement Request and/or their Offered Supply.
Off-takers and Suppliers, registered Users, may access a search engine of similar Procurement Request and/or Offered Supply, which allows them to optimize their specification and pricing strategies.
Off-takers and Suppliers, registered Users, may store on H-SaaS the specifications of their frequently used Procurement Request(s) and/or Offered Supply, in order to save time on high frequency repeat transactions.
Off-takers and Suppliers, registered Users, have access to multiple indicators of the market demand, supply, products valuations and pricing volatility, split by categories of products, to help them understand the current procurement/supply trends in one glance, fine-tune the parameters of their Procurement Request(s) and/or their Offered Supply, and to optimize their business supply-chain transactions on the Platform.
Off-takers and Suppliers, registered Users, are offered by the Platform pre-established and pre-filled templates of INTERNATIONAL CONTRACT No. 6 - HIDES & SKINS to conclude electronic transactions following a successful virtual auction result between them.

5 Independent Contractual Relationship

You and HIDEXE acknowledge that HIDEXE acts only as a SaaS licensor of the Software to the Users. Off-takers and Suppliers, registered Users, using of H-SaaS Services act as independent contractors between themselves. Off-takers and Suppliers are solely (personally) responsible for the execution of the provisions of contracts they sign. HIDEXE is not a party to those contracts.

Nothing in this Agreement shall be construed as creating a partnership, joint venture or employer-employee relationship, between the Users (Off-takers/Suppliers), nor between any User and HIDEXE, nor creating any contractual relationship between any User and HIDEXE regarding any products commercial transaction.

6 General Use Of H-SaaS And The Surrounding Ecosystem Of Resources

HIDEXE provides the Platform as a community platform, intended for any individual or entity being a registered User, which uses any aspect of the SaaS Platform Services as a User (Off-taker or Supplier), accessing the SaaS Platform to post its Procurement Request and/or Offered Supply, or utilizing the SaaS Services offered by HIDEXE as amended from time to time.

You may use the Platform and its Platform Services only for lawful purposes within the stated context of HIDEXE’s intended and acceptable use of the Platform.

If you are accessing or using the H-SaaS Services on behalf of an entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf, and that such entity agrees to take responsibility for use of the Platform and the H-SaaS Services in compliance with these Terms and to indemnify HIDEXE for any violation of these Terms.

HIDEXE is the sole interpreter of the Platforms’ intended and acceptable use that enables You to utilize the Platform.

In the event of a Dispute between you and any other User, related to the use the Platform, you shall indemnify and hold harmless HIDEXE arising out of or in any way connected with such Disputes (including the recovery of legal costs).

7 No guarantee on the accuracy of Platform information

The User Profiles of Users (Off-taker or Supplier), the Procurement Request and or the Offered Supply, their specification and transactions bid of offer price posted by Users on the Platform, the content of which may be partially or totally embedded by HIDEXE in information transmitted to other Users of the H-SaaS Services, are created by people over whom HIDEXE exercises no control.

We cannot guarantee that Users are who they claim to be, and/or that Procurement Request(s) and or Offered Supply and their specifications are fair or relevant.

We do not confirm the accuracy or completeness or any User Profile, Procurement Request and or Offered Supply, or any information or material or other data and/or information available on the Platform, which are based others information submitted by any User or visitor, including the identity of such User.

HIDEXE does not have any obligation to verify, endorse or otherwise vouch for any User Profiles, Procurement Request and or Offered Supply, or information.

HIDEXE (i) makes no representation concerning Users (Off-takers or Supplier) qualifications, financial standing, nor reality nor rational nor fairness of Procurement Request(s) and or Offered Supply posted in the Platform, and (ii) does not sanction potential Users, Off-takers or Supplier, and (iii) do not take any responsibility on any transactions and/or contract executed between Users via the Platform.

8 License to Use the H-SaaS Services

Subject to the acceptance by HIDEXE of your Application to be a User, your compliance with these Terms, HIDEXE grants you a limited, non-exclusive, non-sub-licensable, revocable, non-transferable SaaS license to: (i) access the and use the H-SaaS Services Software; and (ii) access and use of any content, information and related materials that may be made available to you through the Platform, in each case solely for your personal use.

This authorizes you to view and download the material on the Platforms solely for your personal use directly related to Procurement Request(s) and or Offered Supply posted on the Platform.

If you are a registered User, this right of use of the H-SaaS Services is only for seeking a Procurement Request and or Offered Supply, and accessing market information, posted in the Platform for yourself. You agree that you are solely (personally) responsible for the content of any Procurement Request and/or Offered Supply and information you post to the Platform and for any consequences arising from such information and/or proposal posted in the Platform.

If you are User, this right of use of the H-SaaS Services is only for you and your affiliates internal business use seeking execution of Procurement Request and or Offered Supply posted in the Platform.

Your use of the Platforms is a privilege. HIDEXE reserves the right to suspend or terminate that privilege for any reason at any time, in its sole discretion.

9 Transfer or assignment any of the Services

You may not sell, transfer or assign any of the Services or your rights to use the Platform or any of the Services provided by HIDEXE to any third party without the express written authorization of HIDEXE.

10 Use of the Platform by a User

If you are a User, Off-taker or Supplier, you acknowledge and agree that:

As a general rule, your User Profile, Procurement Request and or Offered Supply and the information you posted may be accessible to the Public and by any other Users via the Platform, for a period of 5 years after its posting, unless this term is extended or reduced in accordance with specific applicable conditions.
When you respond to or contact any User for a Procurement Request and or Offered Supply posted on the Platform, or for any other reason, you are sharing that information with HIDEXE and asking us to share it with this User and any other User or person accessing the Platform.
The Users and HIDEXE rely on the accuracy and completeness of all information provided by You during your User registration process, when communicating your User Profile, and or completing and/or posting a Procurement Request and/or an Offered Supply and/or updating them and any information on the Platform.
You warrant and represent that all information provided to Us and on your User Profile and/or in any of your Procurement Request and/or Offered Supply is accurate, complete and not misleading.
We have no control for the content of the User Profile, Procurement Request and or Offered Supply posted on the Platform.
HIDEXE does not have any obligation to screen the exactitude of information of any posted User Profile, Procurement Request and/or Offered Supply.
HIDEXE assumes no responsibility, and disclaims all liability, for the content, accuracy, completeness, legality, reliability, or availability of any information on any User, any User Profile, Procurement Request and/or Offered Supply, that is communicated to the Users.

11 Suspension and Termination of Use

Your SaaS License of use of the Platform Software may be suspended or cancelled by HIDEXE at any time, for any reason, on a temporary or permanent basis.

You must immediately cease using the Platform should you receive a notice suspending or cancelling your license to use the Platform.

HIDEXE reserves the right to suspend or terminate your access and use at any time if HIDEXE determines that you are in breach of these Terms. Any termination shall take effect without prejudice to any damages that We might claim from You and your legal representatives, in compensation of the loss suffered as a result of any breach or otherwise provided under these Terms.

12 Accounts

You will need to proceed to an Application for registering with HIDEXE as User, and to set up online or offline an Account to access the full extent of the SaaS Platform Services as either as an Off-taker or Supplier[KR5] [TGP6] , or both. You will select your own sign-in Username-ID (ID) and password (Password) to gain access to your User Account. All User Accounts must have a valid associated User mailbox (User Mailbox) for receiving electronic text mails from HIDEXE. Your HIDEXE User Account is for your personal, non-commercial use only. You must provide complete and accurate information when creating an Account.

You may not create an account for someone else nor allow someone else to use your User Account. You cannot transfer your HIDEXE User Account to another user or entity. You must protect your User Account, keep your Account details, Username-ID and Password confidential. You are responsible for all activity that occurs under your HIDEXE User Account.

If you choose not to create an Account, you may access certain features as a visitor of the Platform and are still subject to these Terms.

We may refuse to grant you a Username-ID that impersonates someone else, is protected by trademark or other proprietary right law or is vulgar or otherwise offensive. We may also release user information in the event we believe that you are in violation of these Terms, or that you have used the H-SaaS Services to commit unlawful acts, or if the information is subpoenaed or otherwise requested by the authorities and/or if we deem it necessary and/or appropriate.

If you register, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by our Application registration form (including your email address, your payment method details, your bank account details, your credit/debit card details, or social network profile) and (b) be responsible for the confidentiality and use of your Username-ID and Password and (c) not transfer or resell your SaaS license of use or access to the Platform Service to any third party. You are responsible for maintaining the confidentiality and security of your User Account information including any Username-ID or Passwords, and are solely (personally) responsible for the activity that occurs on your User Account.

HIDEXE is not responsible and disclaims all liability if your email is used improperly and falsely by a third party. You agree to notify us immediately of any unauthorized access to or use of your Username-ID or Password or any other breach of security related to your HIDEXE User Account.

You agree to always promptly update your User Account details and other information, including your User Mailbox address and payment method details, so we can contact you as needed in connection with your User Account.

If you are a User, you can create a master Account and create multiple sub-accounts (each an Account) for each of your Procurement Request and/or Offered Supply posted on the Platform. Master account may provide access to and control over the information provided on You. Correspondence that relates to a sub account’s activity will be sent to the mailbox of the associated Account. The master Account holder is jointly and severally legally and financially responsible for the actions of its sub accounts.

You must use your HIDEXE User Account to keep it active. Unless you use the User Account at least once a year, we retain the right to close your User Account and terminate your access to the Platform and SaaS Services.

Subject to limitations of the Terms and Supplemental Terms, you can cancel your access to Services or close your HIDEXE User Account at any time and for any reason, provided that you are not engaged in pending transactions with another User of the Platform. To close your HIDEXE User Account, please contact HIDEXE support team at [support@HIDEXE.com].

If your Services are cancelled or if your HIDEXE User Account is closed (whether by You or Us), your right to use the Services stops immediately, your SaaS license ends, and we may delete your User Content associated with your HIDEXE User Account within 5 years.

13 Platform and Service Rules

Only registered User Account holders may access the Platform and use the SaaS Platform Services using their own Username-ID and Password provided for their User Account. You may not assign or delegate any of your rights or obligations hereunder without HIDEXE prior written consent and any such attempt is void. HIDEXE may freely assign or delegate its rights and obligations hereunder without notice to You.

You agree not to access (or attempt to access) the Platform and/or Services by any means other than through the interface that is provided by HIDEXE or through a direct contact with HIDEXE, unless you have been specifically allowed to do so in a separate agreement with HIDEXE.

You agree that you will not engage in any activity that interferes with or disrupts the Platform and/or Services (or the servers and networks, which are connected to the Platform). Unless you have been specifically permitted to do so in a separate agreement with HIDEXE, you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Service or the Content or information provided by the Platform for any purpose.

You agree that you are solely (personally) responsible for (and that HIDEXE has no responsibility whatsoever to You or to any third party) for any of breach of your obligations under these Terms and for the consequences (including any loss or damage which HIDEXE may suffer) of any such breach.

You may only use the Platform and any Services for the permitted purposes and in accordance with applicable law. You are prohibited from storing, distributing, or transmitting any unlawful material through the Platform and/or Services. Otherwise, you may be exposed to criminal and/or civil liability.

You agree that if We or You receive a third-party claim related to information of your User Content you have contributed, which would be considered inappropriate or unlawful by a third party, you will bear the burden of establishing that it is lawful.

Some features of our Services may be subject to additional terms and conditions, which you should read before making use of those features, and they add up to these Terms.

In order to use the Platform and access its Services, you are required to have a computer, compatible mobile phone, digital pad, or handheld device, the Internet access, data/cellular plan, and the necessary minimum system specifications and operational software.

The H-SaaS Services may be unavailable from time to time, or may be offered on a limited basis, or may vary depending on your region or device. You acknowledge that we are not required to keep the Platform available for your use. We make no warranties as to its availability, or that the Platform will operate continuously or error-free. We strive to keep the H-SaaS Services up and running. However, all online SaaS services suffer occasional disruptions and outages. We accept no responsibility for the unavailability of this Platform, or any offer of Services on the Platform, or any interruption or malfunction for any reason whatsoever (including failures of our Internet service provider or web hosting service provider, third-party intrusions or force majeure). HIDEXE is not liable for any disruption or loss You may suffer as a result of not being able to access the Platform or Services. In the event of an outage, you may not be able to retrieve your User Content.

You agree that you shall not upload as part of the Platform any Harmful Code, and shall not transmit to HIDEXE or upload from the Platform any software code or data to use it, or misappropriate it, for your own commercial gain[KR7] other than through the legitimate use of the Platform for its stated use.

Without our expressed written permission, you shall not copy any part of the Platform for your own commercial purposes, including: (i) replicate or use the details, information, and User Profiles of any User; (ii) replicate all or part of the Services or Platform in any way; (iii) use any “deep-link”, “robot”, “spider”, “page-scrape” or other automatic device, programme, algorithm or methodology, or any similar or equivalent manual process; to access, acquire, copy or monitor any portion of the Platform, User Profiles or any User Content, third party User’s Procurement Request and or Offered Supply; nor in any way reproduce or circumvent the navigational structure or presentation of same; nor obtain or attempt to obtain any materials, documents or information through any means not purposely made available through the Platform; or (iv) incorporate all or part of the Platform in any other webpage, website, platform, application or other digital or non-digital format.

In connection with all use of the Platform: (i) You must act responsibly, professionally, for the purposes of your professional activity and in good faith; (ii) You do not engage in any discrimination, racism, defamatory, improper, indecent, offensive or other behaviour that incites hatred, discrimination, racism, fanaticism or physical violence of an individual or group; (iii) You must treat the Platform and its Users with respect and will not partake in any conduct that could be considered bullying, harassment, degradation, insulting or otherwise demeaning (as determined by us); and (iv) You shall not represent or advocate illegal or immoral activities.

HIDEXE reserves the right to use a variety of methods to detect and address anomalous activity, and to screen content to track compliance with these Terms, and to prevent abuse (such as spam). These efforts may on occasion result in a temporary or permanent suspension or termination of some functions for some Users.

14 User Content

The Platform allows Users to post, submit, display, or otherwise make available on the Platform or to Us, their User information or content, their Procurement Request(s) and/or their Offered Supply, included in their User Content. HIDEXE does not endorse and is not responsible for any opinion, advice, information, Procurement Request and or Offered Supply, or statement contained in the User Content made or displayed on the Platform by Users. You acknowledge that by accessing the Platform, you may come into contact with User Content, posts or messages that You may find inappropriate, misleading, deceptive, or downright wrong. In addition, you acknowledge that HIDEXE shall have no liability to You for such content.

Users must not post User Content or information or Procurement Request and/or Offered Supply, that is misleading, unlawful, fraudulent, discriminatory, threatening, abusive, libelous, defamatory, obscene or otherwise objectionable; or that contains sexual, ethnic or racial or other discriminating slurs, or material which contains no relevant or constructive content, which goes beyond profanity into obscenity or abhorrence, or which is otherwise in violation of the law. Users are also prohibited from posting any User Content that contains proprietary information, trade secrets or confidential information.

You are prohibited from posting any User Content containing official identification information (whether your own or of another person) on the Platform, such as social security number, passport number, national identification number, insurance number, driver’s license number, immigration number, or any other similar number, code, or identifier or personal data of a person. Including such identification information in any User Profile may lead to identity theft and other adverse consequences, for which HIDEXE holds and accepts no responsibility. HIDEXE may remove such information but does not undertake any obligation to do so; and undertakes no responsibility and disclaims all liability for posting of such information.

Although HIDEXE has no obligation to do so, HIDEXE may monitor User Content posted on the Platform and reserves the right to delete any User Content or portion thereof which violate the above rules, messages, topics, personal data, that are unrelated to the specific portion of the Platform on which they are posted, advertisements, recruiting or other commercial messages, and any other User Content that HIDEXE deems in its sole discretion is inappropriate. If you believe a message violates our policies, please contact HIDEXE immediately so that we can consider its editing or removal. HIDEXE does not promise to remove any User Content. The interpretation of User Content, which potentially violates any HIDEXE policy, always remains within the sole discretion of HIDEXE. HIDEXE reserves the right to disclose all User Content, Procurement Request and or Offered Supply posted on the Platform and any other relevant information and the circumstances surrounding their transmission to any third party; in order to operate the Platform and provide the Services properly; to protect itself, its partners and its visitors; and to comply with legal obligations or governmental requests.

15 Rights to use the User’s Content

We do not acquire ownership of the User Content You post to the Platform.

But by posting your User Content, your Procurement Request and/or your Offered Supply on the Platform, You agree to grant HIDEXE (to the maximum extent permitted by law) an universal, unrestricted, non-exclusive, worldwide, perpetual, irrevocable, fully paid, royalty-free, sub-licensable (through multiple layers of sublicenses) right and license (i) to make, use, copy, sell, sublicense, reproduce, process, adapt, modify, create derivative works from, publish, transmit, display, and distribute such Content, in all media and via all distribution methods now known or hereafter devised. This right granted to Us includes the rights (ii) to prepare derivative works from, and (iii) otherwise exploit the User Content for any purpose relating the Platform, Services and its business. You represent to us that you have the right to grant such a license. Furthermore, you grant HIDEXE, its affiliates, and sub-licensees the right to use your name and/or Username-ID in connection with your HIDEXE User Content.

You agree that this license granted by You includes the right (i) for other Users of the Services to modify your User Content, and (ii) for HIDEXE to make your User Content, including your Procurement Request and or Offered Supply, posted on the Platform available to others for the publication, distribution, syndication, or broadcast on other media and services. Such additional uses by HIDEXE or others may be made with no compensation paid to You with respect to the User Content that you submit post, transmit, or otherwise make available through the H-SaaS Services.

Any feedback, comments, or suggestions you may provide regarding the Services is entirely voluntary. In addition, We are free to use such feedback, comments, or suggestions as We see fit and without any obligation to You. We reserve the right, but do not have any obligation to, remove or block any Content in our sole discretion, at any time, without notice to you and for any reason (including, without limitation, upon receipt of claims or allegations from third parties or authorities relating to such Content, or if we are concerned that you may have violated these Terms), or for no reason at all.

When You post a Procurement Request and/or a Offered Supply on the Platform through HIDEXE, You are sending your User Content to HIDEXE, and asking HIDEXE to share that User Content with third parties. You represent and warrant that: (i) prior to this post, You own the User Content posted by You on or through the Platform or otherwise have the right to grant the license set forth in this section, (ii) the User Content does not violate the privacy rights, publicity rights, copyrights, contract rights, intellectual property rights or any other rights of any person or entity, and (iii) the User Content does not result in a breach of contract between You and a third party. You agree to pay all royalties, fees, damages, and any other monies owed to any person or entity by reason of content you post on or through the Platform. You agree to defend and indemnify HIDEXE and its affiliates from any claims resulting from any content or materials you provide hereunder.

If you wish to revoke your above stated license grant for any such User Content, please send a letter of request to our service address listed above with a copy of your passport or national identity card (for identity verification purposes) and request for removal of such content. Your letter of request must include (a) the signature of the applicable rights holder for such content or a person authorized to act on behalf of the rights holder; (b) identification of the content for which the license is to be revoked and information reasonably sufficient to allow HIDEXE to locate and remove the content from the Platform; (c) your name, address, telephone number, and email address; (d) a statement that you have a good faith belief that you are the rights holder or authorized by the rights holder to revoke the license for the designated content; and (e) a statement that the information in the request is accurate, and under penalty of perjury, that you are the rights holder or are authorized to act on behalf of the rights holder with respect to such materials. There may be a charge for answering and executing such a request. Please contact HIDEXE for more details.

16 HIDEXE Content

The Website and Platform Services contain information made available (Content) to User and visitors, including Information posted by Us (HIDEXE Content), information posted or transmitted to HIDEXE by Users (User Content), and information posted by visitors. We and our licensors retain all right, title and interest in and to such HIDEXE Content, including all associated intellectual property rights, including, without limitation, copyrights, trademarks, trade names, trade dress, logos, patents, Software code rights, know-how, trade secrets, instructions, and all other proprietary information.

Subject to your compliance with these Terms, HIDEXE grants you a revocable, limited, non-exclusive, non-transferable license, to access and view any HIDEXE Content solely for your personal and non-commercial purposes. You agree not to sublicense, copy, distribute, display, disseminate, reproduce, or otherwise exploit any HIDEXE Content or Platform Services without our prior written permission, regardless of whether it is created or owned by HIDEXE, or licensed to HIDEXE by a third party, including but not limited to any User.

17 Disclose of Content

We reserve the right to access, read, preserve, and disclose any Content or information in accordance with our Privacy Policy.

18 Paid Services

Our Platform Services include a variety of services and features that are free to use for visitors, as well as certain products and SaaS services (Paid Services) offered specifically to registered Users that require the payment of a SaaS licensing fee to HIDEXE. If you purchase or use any of our Paid Services, you agree to pay us any applicable Service Fee (Charge) and taxes. You also agree to any additional terms that we may notify to you or on our Website for the applicable Paid Services.

The Platform Paid Services Charge may include the combination of : (i) a Flat Rate Periodic SaaS License Fee to be paid periodically to HIDEXE (for example monthly or yearly) to be a registered User accessing to the SaaS Platform Paid Services; and (ii) a usage based Volumetric Based SaaS License Fee, invoiced by HIDEXE to the Suppliers (sellers) and/or Off-takers (buyers/bidders/tenderers) upon conclusion of each Lots Sourcing Transaction Contract executed between Users of the Platform, which is generally proportional to the per Lots supply-procurement volume of products of such contract, and the pricing parameters of which may depend on the type of products of the Lot.

The SaaS License Pricing Model of the Paid Services, and the agreed SaaS License Fee (Service Fee) structure to be paid by the User, including (i) the split between and the amounts of the Flat Rate Periodic SaaS License Fee (Periodic Fee) and/or of the Volumetric Based SaaS License Fee (Volumetric Fee) triggered by the execution of a Lots Sourcing Transaction Contract, and (ii) the conditions of payment of the fee (Payment Conditions); are set in the paragraph “H-SaaS License Pricing” of the HIDEXE Website (or a paragraph with an equivalent definition), as amended from time to time.

You hereby authorize the collection of such amounts of Service Fee by HIDEXE, to be paid either directly to HIDEXE, or indirectly via a third-party payment processor. If you are directed to a third party payment processor, you may be subject to Supplemental Terms and conditions governing the use of that third party’s service and that third party’s personal information collection practices. Please note that HIDEXE will not be liable for any bank fees, foreign exchange fees or differences in prices based on location.

You hereby agree that HIDEXE may issue periodically to your attention an invoice of the Service Fee according to the agreed SaaS License Pricing Model and Payment Conditions (subject of Supplemental Terms).

Separate Supplemental Terms posted on the Website or executed from time to time between the Users and HIDEXE, which will specify the agreed updated SaaS License Pricing Model and terms of Paid Service, Payment Conditions, and the Charges, are becoming immediately applicable to the Users.

19 Refunds

Except as provided by law, all paid-up Paid Services, are final and non-refundable. If you believe that HIDEXE has charged you in error, You must contact HIDEXE at refund@hidexe.com within 30 days of such Charge. No refunds will be given for any Charges more than 30 days old. HIDEXE reserves the right to refuse a refund request if it reasonably believes or suspects (i) that You are trying to unfairly exploit this refund policy, for example, by making repetitive refund requests in respect of the same product or feature; (ii) that You are in breach of these Terms; (iii) that You are using any of the Services fraudulently. If You breach any clause of these Terms, all payments are non-refundable, and we may bill You for the remainder of the payments due for the Paid Services.

20 Intellectual Property Rights

All (i) text on every page of the Platform, whether editorial, navigational, or instructional; (ii) logos, buttons, and other graphical elements on the Platforms; (iii) Software including both User-side code and server-side code used by HIDEXE to provide the H-SaaS Services; iv) colour combinations, button shapes, page layout, design and all other graphical elements of the Platform, materials, methodologies, implementation plans or other intellectual property used during the provision of Platform Services, the Platform, and all right, title and interest therein (HIDEXE Materials) are the sole property of HIDEXE or its licensors. HIDEXE Content and HIDEXE Materials are or may be protected by copyrights, patents, trade secrets or other proprietary rights. Some of them are also protected as registered or unregistered trademarks, trade names, and/or service marks owned by HIDEXE. We have moral and registered rights in the HIDEXE and other trademarks and You shall not copy, alter, use or otherwise deal in the marks without our prior written consent.

Except for the limited licenses, expressly granted to You in these Terms, HIDEXE reserves for itself and its licensors all other rights, title and interest.

By using our Platform Services, You do not acquire any ownership rights to HIDEXE Content or HIDEXE Materials contained therein. All HIDEXE Content or HIDEXE Materials remain our intellectual property, including (without limitation) any source code of the Software, product recipes, usage data, ideas, enhancements, feature requests, suggestions or other information provided on the Platform. Without limitation to the foregoing, You may not reproduce, modify, display, sell, distribute HIDEXE Content or HIDEXE Materials, or use them in any other way for any purpose. HIDEXE reserves all rights not specifically granted herein. You shall not modify any copyright notices, proprietary legends, any trademark and service mark attributions, any patent markings, and other indicia of ownership on the materials accessed through the Platform other than your User Content.

21 Trademarks

The trademarks, logos, trade names, and service marks, whether registered or unregistered (Trademarks) displayed on the Website are trademarks of HIDEXE and its third party partners. Nothing contained on the Website and Platform shall be construed as granting by implication or otherwise, any license or right to use any Trademark displayed on the Website without the written permission of HIDEXE or such third party. You also agree not to use our trade dress, or copy the look and feel of the Website or its design, without our prior written consent.

22 Modifications In Service and Terms

We may update or modify these Terms including Paid Services SaaS, License Pricing Model and Payment Conditions, from time to time, or modify or discontinue, temporarily or permanently, the Platform Service at any time, for any reason.

We will give you notice of the changes and update of these Terms by posting an updated version of these Terms online, updating the Revised Date, or by emailing you at the Applicant User Mailbox you have provided during your registration as User, as amended by You from time to time. Changes to these Terms will be effective as of the date we post them on the Website or otherwise notify you of them, unless we specify a different effective date when we make a particular change. Your continued use of the H-SaaS Services will constitute your acceptance of the changes of the Terms.

We may modify, add to, suspend, or discontinue the H-SaaS Services or certain features of the H-SaaS Services, or remove any Content at any time for any reason, without prior notice to You. Unless expressly stated otherwise, any new feature that augments, enhances, or otherwise modifies the H-SaaS Services shall be subject to these Terms.

You agree that HIDEXE shall not be liable to You or any third party for any modification or discontinuance of the Service. By using the Platform and/or any Platform Services, You agree that You are informed about the latest version of the applicable Terms of Services.

You are deemed by use of the Platform and Services, after changes are made to these Terms, to have accepted and agreed to be bound by such changes.

23 Confidentiality

Users must maintain in confidence (Confidential Information) (i) information on the business of any of User; (ii) details the business of HIDEXE; and (iv) information which is identified by either party as confidential and/or proprietary, other than information that the relevant party can establish: (a) was in the public domain at the time it was disclosed; (b) was already in the possession of a party when given, without having been acquired (directly or indirectly) from the other party; or (c) was received from another person who had the unrestricted legal right to disclose that information free from any confidentiality obligation. These obligations continue in full force and effect after this Agreement ends.

Users must not: (i) use any of the Confidential Information except to the extent necessary to exercise its rights and perform its obligations under these Terms; or (ii) disclose any of the Confidential Information, provided that each party may disclose Confidential Information that is required to be disclosed (a) either by law or by order of any court or tribunal of competent jurisdiction; (b) or by any government agency, stock exchange or other regulatory body; (c) or to its personnel and advisors, where the party informs the recipient of the obligations in relation to the Confidential Information under this Agreement.

If a User is required to make a disclosure of Confidential Information, that User must: (i) to the extent possible, notify Us if it anticipates that it may be required to disclose any of the Confidential Information; and (ii) only disclose Confidential Information to the extent necessary to comply.

24 Privacy & Data

You accept our Privacy Policy (available here on the Website) and agree that you will not do anything that shall compromise compliance with the Privacy Policy nor do anything contrary to the Privacy Policy insofar as your use of the Platform is concerned. We may amend the Privacy Policy on notice and at our absolute discretion, and by continuing to use the Platform, you accept such changes of the Privacy Policy.

Each party (as applicable) warrants and represents that it has adopted and implements a privacy policy in compliance with the requirements of all applicable legislation in respect of all personal data provided to the other party in connection with the H-SaaS Services or otherwise under these Terms.

In respect of any data stored, processed by HIDEXE or otherwise on the Platform, the User acknowledges that the sole remedy shall be requiring HIDEXE to use reasonable endeavours to remove such data, or restore lost or damaged data.

25 Users disputes

A User may inform HIDEXE (i) if the obligations performed by another User (Off-taker or Supplier) counterpart (Counterpart User) to a Lots Sourcing Transaction Contract, are not up to a standard reasonably required, or (ii) of if any damage has presumably been caused by a Counterpart User (User Dispute). HIDEXE shall then inform the Counterpart User of such complaints from the User.

26 Disclaimer of Warranties

The disclaimers in this section apply to the maximum extent allowable under applicable law.

HIDEXE does not guarantee traffic nor links on the Platform, nor display of User’s information or execution of the Procurement Request and or the Offered Supply posted, or any specific results from the H-SaaS Services.

HIDEXE disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, or operability or availability of information or material displayed in search results or posted on the Platform by HIDEXE or third parties.

HIDEXE disclaims any responsibility for the deletion, failure to store, miss-delivery, or untimely delivery of any information or material or products relating to the Service or use of the Platform.

HIDEXE disclaims any responsibility for any harm resulting from downloading or accessing any information or material on the Platform or accessed through the Platform, or execution between Users of any Lots Sourcing Transaction Contract or similar contracts. Under no circumstances shall HIDEXE be liable to you or any User on account of that User’s use or misuse of or reliance on the HIDEXE Platform.

The Platform, Platform Services, and all materials, information, User Content, products and services included in the Platform or any Services are provided “as is,” with no warranties whatsoever, either express or implied, including any warranties of fitness for a particular purpose, accuracy, or non-infringement, all of which are expressly disclaimed.

HIDEXE and its licensors expressly disclaim to the fullest extent permitted by law all express, implied, and statutory warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights.

HIDEXE and its licensors disclaim any warranties regarding the security, reliability, timeliness, and performance of the HIDEXE services and use of the platform.

HIDEXE and its licensors disclaim any warranties for any information or advice, or business transaction obtained through the Platform or any Services. HIDEXE and its licensors disclaim any warranties for services or goods received through, advertised on the platform, or received through any links provided by HIDEXE.

You understand and agree that You download or otherwise obtain material or data through the use of the Platform or any Services at your own discretion and risk and that You will be solely (personally) responsible for any damages to your computer system, loss, or corruption of data that results from the download of such material or data.

You acknowledge that We are not responsible for the conduct, activities, business relation, or agreements between any User, Suppliers or Off-takers, and that We are not liable for such under any circumstances.

27 Limitation of Liability

Under no circumstances shall HIDEXE or its licensors be liable to any User on account of that User’s use or misuse of or reliance on the Platform, arising from any claim relating to this Agreement or the subject matter hereof. Such limitation of liability shall apply to prevent recovery of direct, indirect, incidental, consequential, special, exemplary, and punitive damages (including any loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss) whether such claim is based on warranty, contract, tort (including negligence), indemnity, equity, or otherwise; irrespective of whether HIDEXE or its licensors have been advised of the possibility of such damages; and notwithstanding the failure of essential purpose of any remedy. Such limitation of liability shall apply whether the damages arise from use or misuse of and reliance on the Platform, from Lots Sourcing Transaction Contract or similar contracts executed via the Platform, from reliance or damage caused by information posted on the Platform, from inability to use the Platform, or from the interruption, suspension, or termination of Platform (including such damages incurred by third parties). This limitation shall also apply with respect to damages incurred by reason of other services or goods received through or advertised on the Platform or received through any links provided in the Platform. This limitation shall also apply, without limitation, to the costs of procurement of substitute services, substitute products, lost profits, or lost data. Such limitation shall further apply with respect to the performance or non-performance of the Platform or any information or merchandise that appears on, or is linked or related in any way to the Platform. Such limitation shall apply notwithstanding any failure of essential purpose of any limited remedy and to the fullest extent permitted by law.

Without limiting the foregoing, under no circumstances shall HIDEXE or its licensors be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

Apart from those that cannot be excluded, We and our related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, our liability for breach of any implied warranty or condition that cannot be excluded is restricted, at our option to the re-performance of Services or payment of the cost of re-supply of Services.

28 Indemnification

You agree to indemnify, defend and hold harmless HIDEXE, its affiliates and each of their respective principals, shareholders, agents, officers, directors, consultants, and employees from or against third-party claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs, and expenses arising from or relating to any third-party claim, suit, action or proceeding arising out of or related to your use or purchase of the H-SaaS Services, your violation of the rights of any third party or person, or your breach of these Terms or any representation or warranty contained herein. HIDEXE reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify HIDEXE, and you agree to cooperate with HIDEXE’ defence of these claims. HIDEXE will use reasonable efforts to notify You of any such claim, action, or proceeding upon becoming aware of it.

29 Governing Law and Dispute Resolution

The Terms and any dispute arising out of or in connection with this Agreement (Platform Dispute) will be governed as to all matters, including, but not limited to the validity, construction and performance of this Agreement, by and under the laws of Luxembourg.

In the event of a Platform Dispute, an amicable solution shall be sought before taking any legal action. If an amicable solution cannot be reached, any legal action shall be brought before the courts of and in Luxembourg.

30 Severability.

Any provision of these Terms that is prohibited or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of the prohibition or unenforceability and shall be severed from the balance of this Agreement, all without affecting the remaining provisions of these Terms or affecting the validity or enforceability of such provision in any other jurisdiction.

31 Miscellaneous

These Terms may be accepted electronically and the agreement to the terms and conditions herein is formed and validly entered into electronically.

These Terms, together with any amendments, Supplemental Terms, and any additional agreements You may enter into with HIDEXE in connection with the Platform, shall constitute the entire agreement between You and HIDEXE concerning the Platform.

If any provision of these Terms is deemed invalid by a court of competent jurisdiction, void or unenforceable in any jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect. The parties will negotiate in good faith to replace any such provision with a provision which is valid and enforceable and consistent with the intention of these Terms, so far as is reasonably practicable.

You and HIDEXE are independent contractors, and no agency, partnership, joint venture, employee-company or franchiser-franchisee relationship is intended or created by these Terms. We are not and cannot be a party to any transaction between any User, Suppliers and Off-takers, including any resultant of a transaction or other arrangement between Users.

32 GDPR/Data Processing Agreement

Our services are compliant with the EU data protection laws. We believe that the GDPR is a significant step forward in data privacy. We fully support the GDPR's emphasis on strong data protection and security.

The HIDEXE Data Processing Agreement (Data Processing Agreement) is a policy governing the processing of personal data when using the SaaS Services under the HIDEXE General Terms of Use (Terms).

Unless agreed otherwise, HIDEXE shall act only as a data processor (Processor) on behalf of You acting as a data controller (Controller), with respect to personal data processed in accordance with the concluded SaaS Agreement. Processor and Controller are hereinafter collectively referred to as (Parties) and individually (a Party).

The Parties acknowledge that:

the Controller has access to the personal data of various Users (Data Subjects);
the Controller wants the Processor to execute certain types of processing in accordance with the concluded SaaS Agreement;
the Controller has determined the purpose of and the means for the processing of personal data as governed by the Terms and conditions referred to herein;
the Processor has undertaken to comply with this Data Processing Agreement and to abide by the Luxembourgian legislation applicable to the processing, protection, confidentiality and privacy of personal data, including but not limited to the GDPR (LDP).

According to the Terms, the Parties agree as follows:

a) Processing objectives

i. The Processor undertakes to process personal data on behalf of the Controller in accordance with the conditions laid down in this Data Processing Agreement. The processing will be executed exclusively within the framework of the SaaS Agreement, and for all such purposes as may be agreed to subsequently.

ii. The Processor shall refrain from making use of the personal data for any purpose other than as specified by the Controller and/or agreed in the Terms. The Controller will inform the Processor of any such purposes which are not contemplated in this Data Processing Agreement.

iii. All personal data processed on behalf of the Controller shall remain the property of the Controller and/or the relevant Data subjects.

iv. The Processor shall take no unilateral decisions regarding the processing of the personal data for other purposes, including decisions regarding the provision thereof to third parties and the storage duration of the data.

b) Processor's obligations

i. The Processor shall warrant compliance with the applicable laws and regulations, including laws and regulations governing the protection of personal data, such as the LDP.

ii. The Processor shall furnish the Controller promptly on request with details regarding the measures it has adopted to comply with its obligations under this Data Processing Agreement and the LDP.

iii. The Processor’s obligations arising under the terms of this Data Processing Agreement apply also to whomsoever processes personal data under the Processor’s instructions.

c) Transmission of personal data

i. The Processor shall only be responsible for processing the personal data under this Data Processing Agreement, in accordance with the Controller’s instructions or the Terms and under the (ultimate) responsibility of the Controller. The Processor is explicitly not responsible for other processing of personal data, including but not limited to processing for purposes that are not reported by the Controller to the Processor, and processing by third parties and/or for other purposes.

ii. Controller represents and warrants that it has express consent and/or a legal basis to process the relevant personal data. Furthermore, the Controller represents and warrants that the contents are not unlawful and do not infringe any rights of a third party. In this context, the Controller indemnifies the Processor of all claims and actions of third parties related to the processing of personal data without express consent and/or legal basis under this Data Processing Agreement.

d) Engaging of third parties or subcontractors

i. The Processor is authorized within the framework of the Agreement to engage third parties, without the prior approval of the Controller being required. Upon request of the Controller, the Processor shall inform the Controller about the third party/parties engaged.

ii. The Processor shall in any event ensure that such third parties will be obliged to agree in writing to the same duties concerning personal data that are agreed between the Controller and the Processor.

e) Duty to report

iii. In the event of a security leak and/or the leaking of data, the Processor shall, to the best of its ability, notify the Controller thereof with undue delay, after which the Controller shall determine whether or not to inform the Data subjects and/or the relevant regulatory authority (ies). This duty to report applies irrespective of the impact of the leak. The Processor will endeavour that the furnished information is complete, correct and accurate.

iv. If required by law and/or regulation, the Processor shall cooperate in notifying the relevant authorities and/or Data subjects. The Controller remains the responsible party for any statutory obligations in respect thereof.

v. The duty to report includes in any event the duty to report the fact that a leak has occurred, including details regarding: (i) the (suspected) cause of the leak; (ii) the (currently known and/or anticipated) consequences thereof; (iii) the (proposed) solution; (iv) the measures that have already been taken.

f) Security

i. The Processor will endeavour to take adequate technical and organizational measures against loss or any form of unlawful processing (such as unauthorized disclosure, deterioration, alteration or disclosure of personal data) in connection with the performance of processing personal data under this Data Processing Agreement.

ii. The Processor does not guarantee that the security measures are effective under all circumstances. The Processor will endeavour to ensure that the security measures are of a reasonable level, having regard to the state of the art, the sensitivity of the personal data and the costs related to the security measures.

iii. The Controller will only make the personal data available to the Processor if it is assured that the necessary security measures have been taken. The Controller is responsible for ensuring compliance with the measures agreed by and between the Parties.

g) Handling requests from involved parties

i. Where a Data subject submits a request to the Processor to inspect, or to improve, add to, change or protect their personal data, the Processor will forward the request to the Controller and the request will then be dealt with by the Controller. The Processor may notify the Data subject hereof.

h) Non-disclosure and confidentiality

i. In order to confirm compliance with this Data Processing Agreement, the Controller shall be at liberty to conduct an audit by assigning an independent third party who shall be obliged to observe confidentiality in this regard. Any such audit will follow the Processor’s reasonable security requirements, and will not interfere unreasonably with the Processor’s business activities.

ii. The audit may only be undertaken when there are specific grounds for suspecting the misuse of personal data, and no earlier than two weeks after the Controller has provided written notice to the Processor.

iii. The findings in respect of the performed audit will be discussed and evaluated by the Parties and, where applicable, implemented accordingly as the case may be by one of the Parties or jointly by both Parties.

iv. The costs of the audit will be borne by the Controller.

i) Duration and termination of the Data Processing

i. This Data Processing Agreement is entered into for the duration Platform Services used by the User, and in the absence thereof, for the duration of the cooperation between the Parties.

ii. The Data Processing Agreement may not be terminated in the interim.

iii. This Data Processing Agreement may only be amended by the Parties subject to mutual consent.

iv. The Processor shall provide its full cooperation in amending and adjusting this Data Processing Agreement in the event of new privacy legislation.

j) In the case of any inconsistency between documents related to this Data Processing Agreement, the following order of priority will apply:

i. the SaaS Agreement;

ii. this Data Processing Agreement;

iii. additional conditions, where applicable.

k) Logs and measurements taken by the Processor shall be deemed authentic, unless the Controller supplies convincing proof to the contrary.

33 User Support and Correspondence

User support for the Services may be available at:

support@HIDEXE.com.

You should address all correspondence relating to these Terms to:

info@HIDEXE.com

providing sufficient details of your enquiry, comment or concern.

It is your responsibility to notify Us to update your contact details as they change.

Any notice required or permitted to be given under these Terms shall be in writing and shall be properly given if personally delivered, delivered by electronic transmission or mailed (i) by prepaid registered mail addressed at the User address (Applicant Legal Address) of registration or at the Platform Address that is stated on the Website, or (ii) to the User Mailbox, or (i) to such other address as the Parties may from time to time specify by notice given in accordance herewith.

Such notice shall be deemed to have been given (i) upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post), or (ii) 12 hours after sending (if sent by email ). You may give notice to HIDEXE, with such notice deemed given when received by HIDEXE, at any time by first class mail or pre-paid post.

Confirmed User’s Application for the HIDEXE Platform SaaS Services

Sample Identification of the Applicant-User (or similar)

*Applicant Legal Name*	*	[ ]
*Applicant Legal Address*	*	[ ]
*Applicant Address ZIP*	*	[ ]
*Applicant Address Country*	*	[ ]
*Applicant Username-ID*	*	[ ]
*Applicant Password*	*	[ ***************** ]
*Applicant User Mailbox*		[ @ ]
*Representative*	*	Name [ ] Surname [ ]
*Representative Mailbox*	*	[ @ ]
*Payment Type*	*	[ ] Visa [ ] MasterCard [ ] American Express [ ] PayPal
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*Security Code*	*	[ ]
*Billing Address*	*	[ ]
*Billing ZIP*	*	[ ]
*Billing Country*	*	[ ]
*Agree the Terms of Use*	*	[ ]
*Application Time Stamp*		[hh -mm - ss ] on [dd -mm - yy ] CET-Time
*User Applicant URL*		[ ]
*User Account N°*		[ ]

(*) means information documented and posted electronically by the Applicant User.

By the step of making its electronic user check of the Application approval box, the Applicant-User gave a good and valid consent of this of Application to HIDEXE, and the Applicant-User confirms electronically it represents and warrants to HIDEXE:

It carefully read those Terms and their conditions;
It has sufficient knowledge and experience to make a meaningful evaluation of the merits, risks of using the HIDEXE Platform and being licensed to use H-SaaS;
It has made the commitment to pay timely the Paid Services;
It understands the Terms and their conditions to the full extent;
It is legally authorized to accept these Terms on such Applicant legal entity’s behalf;
It accepts these Terms and gives its agreement to the Terms and their conditions;
The information it provided for the Application are true, accurate, current and complete information as prompted by the Application registration form of the Platform;
It is sole responsible for the confidentiality and use of its Username-ID and Password;
It accepts the Privacy Policy;
It wishes to use the Platform SaaS Licensing Paid Services;
It agrees with the SaaS License Pricing Model of the Paid Services is subject to Supplemental Terms;
It authorizes the collection of such amounts of Paid Serviced Fee either directly by HIDEXE or indirectly, via a third party payment processor.

Upon acceptance of its above Application, which is at the sole discretion of HIDEXE, the then registered User will receive at its Applicant User Mailbox:

a confirmation of the User registration (Confirmation Of User Registration), stating the date of start of the HIDEXE SaaS Service License (SaaS License Date) for the Platform Paid Services; when the Paid Serviced Fee payment starts;
the SaaS License Pricing Model and Payment Conditions valid as of the SaaS License Date; and,
the instructions (Login Instruction) to access and use its private section (Platform Private User Section) of the Platform.

HIDEXE CODE OF CONDUCT

This code of professional conduct is intended to assist prospective and existing HIDEXE Members and Users by defining the set of rules and policies that need to be respected at all times in order to obtain and maintain a full membership access to H-SaaS and HIDEXE ecosystem of resources. A breach of any of the conditions of the Code of Conduct could lead to the suspension or loss of membership at HIDEXE's sole discretion. All Members are expected to cooperate fully with any potential investigations conducted by HIDEXE. Because candour and honesty are essential to the investigation and remediation process, they are required of all Members. Retaliation against any Members or users for reporting suspected violations or cooperating with an investigation will not be tolerated. We have built this platform specifically for the benefit of Hide & Leather professionals, and we sincerely hope that it will serve all parties transparently, equitably and fairly.

We hope that all Members will retain their initial good standing not only in the short run, but for many years to come.

Here are some common-sense rules meant to assist our Users (Suppliers):

Contract violations
HIDEXE auctions, or outright purchase transactions, represent contractual agreements on HIDEXE between sellers and respective bidder(s). Once a listing is formally posted, the seller should consider it as his legal responsibility to sell the defined product at the auction's closing price and to deliver it in the condition advertised to the winning bidder. Not doing so would represent a clear and grave violation of HIDEXE rules and policies.
Auction manipulations
Sellers bidding on their own auctions or via affiliates under their control, or buying and selling to oneself, is forbidden on HIDEXE and any attempt to do so will be sanctioned. This includes manipulating product prices and transportation costs in order to skew listing priorities.
Product regulations
Any product that is restricted or heavily regulated when sold outside the HIDEXE platform is equally restricted or regulated on HIDEXE, and the HIDEXE platform should not be used as a conduit to avoid any laws and regulations. It is not allowed to intentionally mislabel items, and all cross border (be it state or national) shipments need to be entirely in conformity with the relevant (inter)national laws and regulations. If the seller is legally prohibited from selling his products outside the HIDEXE platform, he should assume that he cannot sell them on HIDEXE either.
Courteous communication
HIDEXE encourages courteous communication amongst its members. Making threats against or harassing those with whom you do business, publishing personal information or accusations about them in any form or place, or reselling information about them without their consent is strictly prohibited.
Manipulation of HIDEXE Fees
If a member is caught intentionally cancelling auctions and selling to buyers directly, HIDEXE will swiftly deny access to that member and any affiliated company.
Using HIDEXE to boost non-HIDEXE online business
HIDEXE allows members to provide their contact information in order to facilitate trading, but prohibits any attempts to divert traffic to other websites. HIDEXE expects sellers to transact on HIDEXE, and not to use HIDEXE to sell on other sites where they do not have to pay HIDEXE fees. Using HIDEXE listings to direct advertisements or links to non-HIDEXE sites is strictly prohibited.
Maintain Good Customer Service
New sellers can be suspended for not providing accurate contact information in their buyer-accessible profiles or for getting too much negative feedback. HIDEXE sellers are expected to maintain good customer service, including having a valid email address and phone number on file and keeping up with their obligations.

Here are some of our common-sense rules for the Off-takers:

Fake biding
Each virtual auction listing clearly outlines the contractual terms that the supplier has established. Auction participants should refrain from bidding on any listings if they are concerned that they may not be able to complete the transactions on which they have placed formal bids.

Bid Retraction
HIDEXE provides bid retraction functionality for an extremely limited set of purposes involving extraordinary ‘fat-finger’ errors and problems in being able to communicate with a seller. Retracting bids for any other reasons, no matter how valid the Auction participant feels them to be, represents a contract violation and may lead to the immediate revoking of HIDEXE software license.

Courteous communication
Frustrated buyers who engage in harassment and disorderly conduct could have their access to the platform revoked.

Unauthorized use of information
Publishing other HIDEXE member’s trading history details, personal information or accusations about other in any form or place, or re-selling information about them without their consent, regardless of the motivation, is prohibited.

Pay your bills on time
HIDEXE Members are expected to pay fees on time and we reserve the right to suspend all accounts that are past due.