Terms & Conditions

Definition of Confidential Information: For the purposes of this Agreement, "Confidential Information" shall mean all information, whether written or oral, that is disclosed by either Party (the "Disclosing Party") to the other Party (the "Receiving Party") that is designated as confidential, proprietary, or that can reasonably be understood to be confidential or proprietary given the nature of the information and the circumstances surrounding its disclosure. Confidential Information includes, but is not limited to, business plans, marketing strategies, financial information, client lists, trade secrets, and any other information that is not generally known to the public.

Obligations of Confidentiality: The Receiving Party agrees to: 

1. Maintain the confidentiality of the Confidential Information and to exercise at least the same degree of care in protecting the confidentiality of the Confidential Information as it exercises with its own confidential information, but in no event less than a reasonable degree of care. 
2. Use the Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement. 
3. Not disclose the Confidential Information to any third party without the prior written consent of the Disclosing Party.

Permitted Disclosures: The Receiving Party may disclose the Confidential Information to its employees, agents, subcontractors, or affiliates who need to know such information in connection with the performance of this Agreement, provided that such individuals or entities are bound by confidentiality obligations no less stringent than those contained in this Agreement. The Receiving Party may also disclose the Confidential Information if required by law, regulation, or court order, provided that it gives the Disclosing Party prompt written notice of such requirement and cooperates with the Disclosing Party’s efforts to seek a protective order or other appropriate remedy to limit or prevent such disclosure.

Exclusions: Confidential Information does not include information that: 

1. Is or becomes publicly known through no breach of this Agreement by the Receiving Party. 
2. Was in the Receiving Party’s possession prior to receipt from the Disclosing Party, as evidenced by the Receiving Party’s written records. 
3. Is rightfully received by the Receiving Party from a third party without a duty of confidentiality. 
4. Is independently developed by the Receiving Party without the use of or reference to the Disclosing Party’s Confidential Information, as evidenced by the Receiving Party’s written records.

Return or Destruction of Confidential Information: Upon termination of this Agreement or upon the Disclosing Party’s written request, the Receiving Party shall promptly return or destroy all copies of the Confidential Information in its possession or control, and certify in writing to the Disclosing Party that it has done so, except for copies that must be retained for legal or regulatory purposes, in which case the confidentiality obligations hereunder shall continue to apply to such copies.

Duration of Confidentiality Obligations: The obligations of confidentiality set forth in this Agreement shall survive the termination or expiration of this Agreement and shall remain in effect for a period of five (5) years from the date of such termination or expiration.

DATA PROTECTION

DATA COLLECTION:
The Service Provider (acting as Data Processor) shall collect and process the following business-related personal data on behalf of the Client (acting as Data Controller) for the purposes outlined in this Agreement:

• Name(s) of the individual(s) designated for communication.
• Business postal address(es).
• Business telephone number(s).
• Business email address(es).
• Any other business contact information used to facilitate communication regarding the Services.

PURPOSE OF DATA COLLECTION:
The personal data listed above shall be collected and processed by the Service Provider for the following purposes:

• Contractual Communication: To communicate regarding the terms of the Agreement, including any amendments, renewals, terminations, and updates relevant to the Services provided.
• Service Delivery and Support: To deliver the agreed-upon Services, including scheduling, invoicing, and providing customer support as needed.
• Compliance with Legal Obligations: To fulfill any legal, regulatory, or compliance obligations, including accounting, record-keeping, and auditing requirements.

LEGAL BASIS FOR PROCESSING:
The Service Provider will process personal data on the following legal grounds:

• Performance of Contract: Processing is necessary for the performance of this Agreement between the Client and the Service Provider.
• Legitimate Interests: The Service Provider may also process personal data to further its legitimate interests in managing and conducting its business, provided such interests do not override the fundamental rights and freedoms of the data subject.

DATA RETENTION:
Personal data collected in connection with this Agreement shall be retained solely for the duration necessary to fulfill the purposes outlined above or until the Client requests its deletion. In the event of a request to withdraw consent, the Service Provider shall securely delete or anonymize the data unless a longer retention period is required or permitted by law.

DATA SECURITY:
The Service Provider will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including, but not limited to, encryption, access controls, and periodic security assessments.

DATA SUBJECT RIGHTS:
The Client acknowledges that individuals whose personal data is collected under this Agreement have the following rights:

• The right to access their personal data.
• The right to request correction of any inaccurate or incomplete personal data.
• The right to request the deletion of personal data, subject to any legal or contractual retention obligations.
• The right to object to or restrict the processing of personal data.
• The right to data portability.
• The right to withdraw consent to processing where processing is based on consent.

To exercise any of these rights, the Client may contact the Service Provider at [insert contact information].

DATA TRANSFERS:
The Service Provider may transfer personal data to third parties only for the purposes described in this Agreement and in compliance with applicable data protection laws. Where personal data is transferred outside the European Economic Area (EEA), such transfers will be safeguarded by appropriate legal mechanisms, such as Standard Contractual Clauses (SCCs).

MODIFICATIONS TO DATA PROTECTION TERMS:
Any modifications to this data protection clause shall be communicated to the Client in accordance with applicable data protection regulations.

INTELLECTUAL PROPERTY

Service Provider's Pre-Existing IP: All intellectual property rights, including but not limited to patents, trademarks, service marks, copyrights, trade secrets, and any other proprietary rights, in any pre-existing materials, methodologies, software, tools, or other intellectual property owned by Aivance, d.o.o. ("Service Provider's IP") shall remain the exclusive property of the Service Provider. The Client acknowledges that they have no rights, title, or interest in or to the Service Provider's IP except as expressly provided in this Agreement.

Work Product: Any and all intellectual property developed, created, or reduced to practice by the Service Provider in connection with the provision of Services under this Agreement, including but not limited to software code, algorithms, documentation, reports, designs, and any other deliverables (collectively, "Work Product"), shall be the exclusive property of the Service Provider until full payment is received. Upon full payment of all fees and expenses due under this Agreement, the Service Provider hereby assigns to the Client all right, title, and interest in and to the Work Product, subject to any underlying rights in the Service Provider's IP and any third-party materials incorporated therein.

Third-Party IP: The Client shall obtain any necessary licenses or permissions for the use of any third-party intellectual property that is required for the provision of the Services. The Service Provider shall not be responsible for any infringement of third-party intellectual property rights arising from the use of materials provided by the Client.

IP Infringement: The Service Provider shall indemnify and hold the Client harmless from and against any and all claims, damages, losses, and expenses arising out of or related to any claim that the Work Product, as delivered by the Service Provider and used within the scope of this Agreement, infringes any third-party intellectual property rights, provided that the Client promptly notifies the Service Provider in writing of any such claim and allows the Service Provider to control the defense and settlement of the claim.

Return or Destruction: Upon termination of this Agreement, or upon the Client’s written request, the Service Provider shall return or destroy all copies of the Client’s confidential information and any materials incorporating the Service Provider's IP that have not been assigned to the Client, except to the extent that the Service Provider is required to retain such materials for legal or regulatory purposes.

DISCLAIMER

As-Is Basis: The Services and any Work Product provided by Aivance, d.o.o. ("Service Provider") are provided on an "as is" and "as available" basis, without any warranties or representations, express or implied. The Service Provider expressly disclaims all warranties, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. 

No Guarantee of Results: The Service Provider does not guarantee that the Services or Work Product will meet the Client's requirements or that the results obtained from the use of the Services or Work Product will be accurate, complete, or reliable. The Service Provider does not warrant that the Services will be uninterrupted, timely, secure, or error-free.

Client Responsibilities: The Client acknowledges that they are solely responsible for their use of the Services and any Work Product. The Service Provider shall not be liable for any damages, losses, or interruptions arising from the Client’s misuse of the Services, failure to adhere to the Service Provider’s guidelines, or failure to implement necessary updates or recommendations provided by the Service Provider. The Client assumes full responsibility for ensuring their use of the Services complies with applicable laws, regulations, and third-party agreements. Any unauthorized modifications, misuse, or failure to follow the instructions provided by the Service Provider will void any applicable warranties or liability on the part of the Service Provider.

Technological Limitations: The Service Provider shall not be liable for any delays, interruptions, or other issues that are the result of the Client's hardware, software, or internet service provider.

Modifications: The Service Provider reserves the right to modify, suspend, or discontinue any aspect of the Services at any time without notice or liability to the Client.

Furthermore, the Client acknowledges that the chatbot provided by the Service Provider may be used on third-party platforms, such as Instagram. The use of such platforms is subject to their respective terms of service, policies, and guidelines, which the Client agrees to follow. The Service Provider disclaims any liability for actions taken by third-party platforms, including but not limited to blocking, limiting, or restricting the Client's account or any content posted through the chatbot.

The Client understands and agrees that they are using the chatbot on these platforms at their own risk and assumes full responsibility for complying with all applicable rules, regulations, and terms of service of Instagram or any other third-party platform where the chatbot is used. The Client further agrees to indemnify and hold the Service Provider harmless from any claims, damages, or losses arising out of the Client's use of the chatbot on such platforms.

CLIENT RESPONSIBILITIES

Timely Information: The Client agrees to provide all necessary information, materials, and access required for Service Provider to perform the Services. This includes but is not limited to access to relevant systems, documentation, and personnel. The Client acknowledges that any delay in providing such information or access may result in delays in the delivery of the Services.

Accuracy of Information: The Client is responsible for ensuring that all information and materials provided to the Service Provider are accurate, complete, and up-to-date. The Service Provider shall not be liable for any issues arising from the Client's provision of inaccurate, incomplete, or outdated information.

Cooperation: The Client agrees to cooperate with the Service Provider in all matters relating to the Services. This includes but is not limited to promptly responding to inquiries, providing feedback, and making timely decisions necessary for the Service Provider to perform the Services.

Point of Contact: The Client shall designate a primary point of contact who will be responsible for coordinating with the Service Provider and making decisions on behalf of the Client. The Client agrees to keep the Service Provider informed of any changes to the designated point of contact.

Legal Compliance: The Client is responsible for ensuring that its use of the Services and any Work Product complies with all applicable laws, regulations, and industry standards. The Client shall obtain any necessary licenses, permits, or approvals required for its use of the Services and Work Product.

Timely Payments: The Client agrees to pay all fees and expenses due under this Agreement in accordance with the payment terms specified in the relevant project agreement or statement of work. The Client acknowledges that failure to make timely payments may result in suspension or termination of the Services.

Permitted Use: The Client agrees to use the Services and any Work Product solely for their intended purposes as specified in the relevant project agreement or statement of work. The Client shall not use the Services or Work Product in any manner that infringes the intellectual property rights of any third party or that violates any applicable laws or regulations.

Security: The Client is responsible for implementing and maintaining appropriate security measures to protect its systems and data. The Client acknowledges that the Service Provider is not responsible for any security breaches or data loss resulting from the Client's failure to implement adequate security measures.

NON-SOLICITATION

Non-Solicitation Obligation: During the term of this Agreement and for a period of 12 months after the termination or expiration of this Agreement, the Client agrees not to, directly or indirectly, solicit, hire, or engage any employee or contractor of Service Provider with whom the Client had contact or who became known to the Client in connection with the Services provided under this Agreement, without the prior written consent of the Service Provider.

Scope of Non-Solicitation: This non-solicitation obligation applies to any employee or contractor who is currently employed or engaged by the Service Provider or who was employed or engaged by the Service Provider within the six months preceding the termination or expiration of this Agreement.

Client Relationships: The Client agrees that, during the term of this Agreement and for a period of 12 months thereafter, it will not solicit, induce, or attempt to induce any client, customer, or business partner of the Service Provider to terminate or modify their relationship with the Service Provider, or to enter into any business relationship with the Client or any third party for services that are the same as or similar to those provided by the Service Provider.

Injunctive Relief: The Client acknowledges that a breach of this non-solicitation provision would cause irreparable harm to the Service Provider for which monetary damages would not be an adequate remedy. Accordingly, in the event of a breach or threatened breach by the Client of this non-solicitation provision, the Service Provider shall be entitled to seek injunctive relief, in addition to any other rights or remedies available at law or in equity.

Liquidated Damages: In addition to injunctive relief, the Client agrees to pay the Service Provider liquidated damages in the amount of [2 times the contractor's annual compensation] for each employee or contractor solicited or hired in violation of this provision. The parties acknowledge that this amount represents a reasonable estimate of the damages that would result from such a breach and is not intended as a penalty.

LIMITATION OF LIABILITY

Indirect Damages: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SERVICE PROVIDER SHALL NOT BE LIABLE TO THE CLIENT FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, OR ANY WORK PRODUCT, WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, EVEN IF THE SERVICE PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Total Liability: THE TOTAL AGGREGATE LIABILITY OF THE SERVICE PROVIDER TO THE CLIENT FOR ANY AND ALL CLAIMS, DAMAGES, LOSSES, AND EXPENSES ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICES, OR ANY WORK PRODUCT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY OF LIABILITY, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CLIENT TO THE SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Client-Provided Materials: The Service Provider shall not be liable for any claims, damages, losses, or expenses arising from or related to the use of any materials, information, or instructions provided by the Client, including any infringement of third-party intellectual property rights or any breach of applicable laws or regulations resulting from such use.

Exclusive Remedies: The Client's sole and exclusive remedies for any breach of this Agreement by the Service Provider or for any other claims arising out of or related to this Agreement, the Services, or any Work Product shall be limited to those expressly provided in this Agreement.

Risk Allocation: The Client acknowledges and agrees that the limitations of liability set forth in this provision are a fundamental part of the basis of the bargain between the Service Provider and the Client, and that the Service Provider would not enter into this Agreement or provide the Services without such limitations. The limitations of liability set forth in this provision shall apply even if any limited remedy fails of its essential purpose.

INDEMNIFICATION

General Indemnity: The Client agrees to indemnify, defend, and hold harmless Service Provider, its affiliates, and their respective officers, directors, employees, agents, and representatives (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, suits, damages, liabilities, losses, judgments, settlements, costs, and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses") arising out of or related to:

1. The Client’s breach of any term, representation, warranty, or obligation under this Agreement;
2. The Client’s use of the Services or any Work Product;
3. Any infringement or alleged infringement of any intellectual property rights or other rights of any third party by the Client's use of the Services or Work Product, including materials, information, or instructions provided by the Client;
4. Any violation of applicable laws, regulations, or third-party rights by the Client.

Notice of Claims: The Indemnified Parties shall promptly notify the Client in writing of any claim, demand, or action for which indemnity is sought under this Agreement, provided that any failure to provide such notice shall not release the Client from its indemnification obligations except to the extent the Client is materially prejudiced by such failure.

Control of Defense: The Client shall have the right to assume the defense of any claim for which indemnity is sought under this Agreement, with counsel reasonably satisfactory to the Indemnified Parties. The Indemnified Parties shall cooperate fully with the Client in the defense of any such claim and shall provide the Client with all assistance, information, and authority reasonably required for the defense and settlement of the claim.

Settlement of Claims: The Client shall not settle any claim, demand, or action without the prior written consent of the Indemnified Parties, which consent shall not be unreasonably withheld or delayed. The Indemnified Parties shall have the right to participate in the defense of any claim with counsel of their own choosing and at their own expense.

Exclusive Remedy: The indemnification obligations set forth in this provision shall be the Indemnified Parties' sole and exclusive remedy with respect to any claims, demands, actions, suits, damages, liabilities, losses, judgments, settlements, costs, and expenses arising out of or related to the matters indemnified herein.

Survival of Indemnity: The provisions of this Indemnification clause shall survive the termination or expiration of this Agreement.

RELATIONSHIP OF THE PARTIES

Independent Contractors: The parties acknowledge and agree that the relationship between Service Provider and Client is solely that of independent contractors. Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, fiduciary, or employment relationship between the parties. Neither party shall have any authority to bind or obligate the other party in any manner whatsoever.

No Authority to Bind: Neither party shall have, or hold itself out as having, the power or authority to bind or create liability for the other by its intentional or negligent act or omission, except as expressly provided in this Agreement.

No Employee Benefits: Employees or agents of one party shall not be deemed employees or agents of the other party and shall not be entitled to any benefits that the other party provides to its employees, including but not limited to, compensation, insurance, or retirement benefits.

Responsibility for Taxes and Withholdings: Each party shall be responsible for its own taxes, withholdings, and other statutory, regulatory, or contractual obligations, including but not limited to, those related to employment, disability, health, and workers' compensation. Neither party shall be responsible for the other party’s taxes or withholdings.

No Exclusive Relationship: This Agreement is non-exclusive, and nothing herein shall preclude either party from entering into similar agreements with other parties or from independently developing, acquiring, marketing, or distributing products or services that are similar to or competitive with the products or services of the other party.

No Publicity: Neither party shall use the other party’s name, trademarks, or logos in any publicity, advertising, or other promotional materials without the prior written consent of the other party.

TERMINATION OF AGREEMENT

Termination by Either Party: Either party may terminate this Agreement at any time by providing the other party with 14 days written notice of termination.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term of this Agreement and fails to remedy such breach within 14 days of receiving written notice of the breach.

Effects of Termination: Upon termination of this Agreement, the Service Provider shall be entitled to payment for all services rendered and expenses incurred up to the date of termination. All confidential information, materials, and intellectual property of each party must be returned or destroyed in accordance with the terms of this Agreement.

FORCE MAJEURE

Definition: For purposes of this Agreement, "Force Majeure Event" shall mean any event or circumstance, whether arising from natural causes, human agency, or otherwise, that is beyond the reasonable control and without the fault or negligence of the party affected, and which by the exercise of reasonable diligence the said party is unable to prevent or provide against. Without limiting the generality of the foregoing, Force Majeure Events include acts of God; war, insurrection, riot, or other civil unrest; blockades or embargoes; national or regional emergency; strikes, labor stoppages, or slowdowns or other industrial disturbances; fire, flood, or natural disaster; and interruption or failure of utility service.

Notification: If a party is rendered wholly or in part unable to perform its obligations under this Agreement because of a Force Majeure Event, that party shall give to the other party prompt written notice of the Force Majeure Event and its effect on performance, and use diligent efforts to resume performance. Such notice shall include a description of the event, its expected duration, and any actions being taken to avoid or minimize its effect.

Suspension of Performance: Performance of any obligation required by a party hereunder shall be excused during the period and to the extent that it is rendered impossible, impracticable, or unduly burdensome due to a Force Majeure Event; provided, however, that the party hindered by such event shall make all reasonable efforts to remove or mitigate the effects of the Force Majeure Event as quickly as possible.

No Liability: Neither party shall be liable to the other for any delay or failure in performance resulting from a Force Majeure Event, provided that such party continues to make prompt, diligent efforts to cure such delay or failure.

Extension of Time: If the duration of the delay or non-performance caused by a Force Majeure Event exceeds thirty (30) days from the receipt of notice of the Force Majeure Event, the party not affected may, by giving written notice, terminate this Agreement, without any liability on its part.

DISPUTE RESOLUTION

Good Faith Negotiations: In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof ("Dispute"), the parties agree to first attempt in good faith to resolve such Dispute through informal discussions and negotiations for a period of thirty (30) days from the date of written notice by one party to the other of the Dispute.

Mediation: If the Dispute is not resolved through informal negotiations within the said thirty (30) day period, the parties agree to participate in a non-binding mediation in Slovenia before a mutually agreed upon mediator. The costs of the mediator shall be shared equally by the parties.

If the Dispute remains unresolved after mediation, either party may initiate binding arbitration in Slovenia, in accordance with the rules of a recognized Slovenia arbitration institution, such as the Paphos Arbitration Centre at the Chamber of Commerce and Industry of Slovenia (LAC). The arbitration shall be conducted by a single arbitrator mutually agreed upon by the parties, or, if they cannot agree, appointed by the arbitration institution. The arbitrator's decision will be final and binding on the parties, and judgment on the arbitrator's award may be entered in any court having jurisdiction.

Costs and Fees: Each party shall bear its own attorneys' fees, costs, and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the arbitrator and the arbitration institution; however, the arbitrator shall be authorized to determine whether a party is the prevailing party, and if so, to award to that prevailing party reimbursement for its reasonable attorneys' fees, costs, and disbursements (including, for example, expert witness fees and expenses, and photocopy charges).

Venue: All mediations, arbitrations, or any other proceedings to resolve Disputes hereunder shall be held in Slovenia, and the parties hereby consent to and waive any objection to such venue.

Exceptions: Notwithstanding the foregoing, either party may seek injunctive relief in a court of competent jurisdiction in Slovenia, without first undergoing mediation or arbitration.

GOVERNING LAW

Choice of Law: THIS AGREEMENT AND ANY DISPUTES ARISING OUT OF OR RELATING TO IT ("DISPUTES") SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SLOVENIA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISIONS (WHETHER OF THE JURISDICTION OF SLOVENIA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

Exclusive Jurisdiction: The Parties hereby irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Slovenia, for the purpose of any suit, action, or other proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.

Consent to Jurisdiction: Each Party hereby irrevocably and unconditionally consents to the jurisdiction of such courts and waives any objection it may have to the laying of venue of any such suit, action, or proceeding brought in such courts.

Enforceability of Judgments: The Parties agree that a final judgment in any suit, action, or proceeding referred to in this Agreement shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Waiver of Immunity: To the extent that any Party has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit, or proceeding, or from the jurisdiction of any court or from set-off or any legal process (whether through service or notice, attachment prior to judgment, attachment in aid of execution, execution, or otherwise) with respect to itself or its property, each Party hereby irrevocably waives such immunity in respect of its obligations under this Agreement and the transactions contemplated hereby.

AMENDMENTS

Amendment Procedure: This Agreement may be amended, modified, or supplemented only by a written instrument executed by both Parties hereto. Any amendment, modification, or supplement to this Agreement shall be deemed effective as of the date specified in such written instrument.

Oral Agreements: No oral agreements or understandings shall have any effect on the terms or provisions of this Agreement or constitute a waiver of any provision hereof.

No Implied Amendments: No course of dealing or trade usage and no delay on the part of either Party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or privilege preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

COUNTERPARTS

Execution in Counterparts: This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, but all the counterparts together shall constitute one and the same instrument. Signatures delivered by facsimile, email in portable document format (PDF), or other electronic means shall be deemed to be original signatures.

Delivery of Counterparts: Delivery of an executed counterpart of this Agreement by facsimile, email in portable document format (PDF), or other electronic means shall be as effective as delivery of a manually executed counterpart.

Authority to Execute Counterparts: Each Party represents and warrants that it has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder and that the execution, delivery, and performance of this Agreement have been duly authorized by all necessary action on its part.

Binding Effect: Each counterpart of this Agreement executed and delivered by the Parties shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

Original Documents: Each Party agrees to promptly deliver to the other Party an original executed counterpart of this Agreement.

ASSIGNMENT

Restrictions on Assignment: Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party, except that either Party may assign its rights and obligations under this Agreement without such consent to an affiliate or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any purported assignment or transfer in violation of this provision shall be null and void.

Binding Effect: This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

Notice of Assignment: Any assignment permitted under this Agreement shall be effective only upon written notice to the other Party, which notice shall include the name and contact information of the assignee. Following such assignment, the assignee shall assume all of the assigning Party's rights and obligations under this Agreement.

No Third-Party Beneficiaries: Nothing in this Agreement, express or implied, is intended to confer upon any person or entity other than the Parties and their respective successors and permitted assigns, any rights or remedies under or by reason of this Agreement.

Consent Not Unreasonably Withheld: The Parties agree that consent to assignment shall not be unreasonably withheld, delayed, or conditioned.

Exemptions: Notwithstanding anything to the contrary herein, either Party may assign its rights and obligations under this Agreement to any of its affiliates without the consent of the other Party. Any assignment or transfer by operation of law, including but not limited to a merger, consolidation, or sale of all or substantially all of a Party's assets, shall be deemed to be an assignment for purposes of this provision.

SEVERABILITY

Severability of Provisions: If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any jurisdiction, such provision shall be deemed to be severed from this Agreement to the extent necessary to conform to applicable laws or regulations, and the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Parties shall negotiate in good faith to replace any such invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves, to the extent possible, the intended economic, business, and other purposes of such provision.

Effect on Performance: The severance of any provision pursuant to this provision shall not affect the right of any Party to enforce any other provision of this Agreement, and each Party shall continue to perform its obligations under this Agreement as if such invalid, illegal, or unenforceable provision had not been severed.

Waiver of Severability: The failure of any Party to seek severance of any provision of this Agreement or to object to the severance of any provision of this Agreement shall not constitute a waiver of such Party's right to seek severance of any other provision of this Agreement or to object to the severance of any other provision of this Agreement.

Construction: This severability provision shall be construed and enforced in accordance with the laws of Slovenia, without regard to its conflict of laws principles.

ENTIRE AGREEMENT

Integration Clause: This Agreement, including any exhibits, schedules, addenda, and attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

No Reliance on Representations: Each Party acknowledges that, in entering into this Agreement, it has not relied on any representation, warranty, or statement made by the other Party or any other person, except as expressly set forth in this Agreement.