Terms of Service
Last updated May 21, 2025
Alingo AI - Terms and Conditions
Last updated: May 21, 2025
Table of Contents
1. Introduction
1.1. These general terms and conditions (the "General Terms") shall govern all Order Forms entered into by Alingo AI B.V., a Dutch company registered in Amsterdam, Netherlands (hereinafter "Alingo") and the legal entity or natural person identified as customer in the Order Form (the "Customer"), except when superseded and replaced by any deviating contractual agreements expressly made in writing between Alingo and the Customer.
1.2. Alingo and the Customer are hereinafter jointly referred to as the "Parties" and individually as a "Party".
1.3. Customer's general terms and conditions are not applicable and expressly excluded.
1.4. Specific services terms, product details and/or subscription terms will be set forth in applicable Order Form(s), each of which becomes binding on the Parties and subject to these General Terms and documents referenced therein upon execution of an Order Form.
1.5. Each Order Form is governed by and incorporates the following documents in effect as of the date of last update of such documents, collectively referred to as the "Agreement" that consists of:
the Order Form;
the Data Processing Agreement (if applicable);
these General Terms.
1.6. In the event of a conflict, the order of precedence is as set out above in descending order.
1.7. Alingo reserves the right to unilaterally and at any time modify these General Terms provided it gives prior written notice of such changes to Customer (including without limitation by e-mail) (the "Notice"). In that case, Customer may terminate this Agreement within fifteen (15) days of such notice by notifying Alingo of such termination in writing. If Customer does not notify Alingo of such termination, the new terms shall become effective as of the date specified in the Notice.
1.8. The Services are a research tool, and the Output is not legal advice. The Output of the Services is AI-generated and may contain errors, misstatements, or may be incomplete.
2. Definitions
2.1. For purposes of this Agreement, in addition to the capitalized terms defined elsewhere in this Agreement, the following terms will have the following meanings:
"Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where "control" means ownership of more than 50% of the shares or equity interest entitled to vote for the directors of the entity or equivalent decision-making authority.
"AI Models" means the artificial intelligence models used by Alingo to deliver the Services.
"Customer Data" means any document, material, data or information of any type that is uploaded or submitted by or on behalf of Customer to the Services or that is generated or processed by or on behalf of Customer using the Software.
"Documentation" shall mean any documentation provided by Alingo relating to the use of the Services.
"DPA" means the Alingo Data Processing Agreement as applicable between the Customer and Alingo.
"Effective Date" means the earlier of (i) the date the Customer signs the relevant Order Form, or (ii) the date Alingo receives the first payment related to an Order Form.
"End User" means any individual authorized by Customer to use the Software on Customer's behalf.
"Feedback" means suggestions, comments for enhancements or functionality, or other feedback, excluding Customer Data, provided to Alingo regarding the Services.
"Grow Plan" means the subscription plan with a minimum of 10 seats at €299 per user per month when billed annually or €359 per user per month when billed monthly.
"Infringement Claim" means a claim by a third party alleging that Customer's use of the Services infringes the intellectual property rights of that third party.
"Input" means the query, data, or information provided by a user to the Services.
"Intellectual Property Rights" means any and all now known or hereafter existing (a) rights associated with works of authorship, including but not limited to copyrights, copyrightable works and moral rights; (b) trademark or service mark rights; (c) trade secret rights and other confidential information; (d) patents, patent disclosures, and inventions (whether patentable or not); (e) other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
"Order Form" means any quote or other ordering document with regard to the use of the Services or provision of Professional Services.
"Output" means the output provided by the Services to a user in response to such user's Input.
"Professional Services" means the implementation services, training services or any other professional services as set out in the applicable Order Form.
"Services" means the Software as identified in the Order Form and which is provided by Alingo "as a service" via a web-based portal and/or mobile application, including the AI Models.
"Software" means the proprietary computer program or application developed by Alingo that constitutes the core component of the Services.
"Subscription Term" means the monthly or yearly subscription term as indicated in the Order Form, and includes the "Initial Term" and all "Renewal Terms" as set out in Article 9.1 of these General Terms.
"Usage Data" means information reflecting the access, interaction, or use of the Services by or on behalf of Customer including frequency, duration, volume, features, functions, visit, session, click-through or click stream data, and statistical or other analysis, information, or data based on, or derivative works of, the foregoing. Usage Data does not include any Customer Data.
3. The Services
3.1. Access Grant
3.1.1. During the Subscription Term, Alingo grants to Customer and its Affiliates a limited, revocable, non-exclusive, non-transferable, non-sublicensable, worldwide right to: (i) access and use the Services in accordance with the Documentation, solely for the internal business purposes of Customer, and subject to the terms of this Agreement and any additional license parameters or restrictions identified on the Order Form; and (ii) to use and make a reasonable number of copies of the Documentation in connection with its authorized use of the Services.
3.2. Service Availability
3.2.1. Alingo shall endeavor to make the Services available 24/7 except for interruptions due to support and maintenance. Alingo shall use all commercially reasonable efforts to (i) undertake maintenance that causes as little disruption of the Services as possible and (ii) provide advance notice to the Customer of any suspension of the Services.
3.2.2. The Customer is responsible for obtaining and maintaining, at its expense, the hardware, software and Internet connectivity necessary to access and use the Services.
3.3. Usage Restrictions
3.3.1. Customer undertakes and warrants that it shall not and shall ensure that its End Users shall not:
(i) copy, adapt, alter, translate, modify or make derivative works based on the Services and any other of Alingo's intellectual property, without the express consent of Alingo;
(ii) exceed the subscribed quantities, users or other entitlement measures of the Services as set forth in the applicable Order Form without prior approval of Alingo;
(iii) assign, sell, resell, sublicense, rent, lease, time-share, distribute or otherwise transfer the rights granted to the Customer under this Agreement to any third party;
(iv) modify, decompile, reverse engineer, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or any underlying ideas, algorithms, structure or organization) of the Software, except and only to the extent that such activity is expressly permitted by applicable law;
(v) use the Services to generate unsolicited e-mail advertisements or spam;
(vi) interfere with or disrupt the integrity or performance of the Services;
(vii) attempt to gain unauthorized access to the Services or its related systems or networks, or perform unauthorized penetrating testing on the Services;
(viii) use the Services in a manner that infringes on the intellectual property rights, publicity rights, or privacy rights of any third party, or to store or transfer defamatory, trade libelous or otherwise unlawful data;
(ix) use any high volume automatic, electronic or manual process to access, search or harvest information from the Services (including without limitation robots, spiders or scripts);
(x) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the Services;
(xi) use the Services to build a similar or competitive product or service; or
(xii) use the Services in any way that violates applicable laws or regulations.
4. Account Administration and Access
4.1. Personnel specified by the Customer will be provided with administrative privileges (administrators) to manage the Customer's account and its End Users, whereby the administrators may be able to access logging and information about End Users' use of the Services. If an administrator or End User is no longer authorized to use the Services, the Customer shall promptly notify Alingo.
4.2. To access and use the Services, the Customer needs to establish an administrator account, providing current, complete, and accurate information when setting it up. The Customer will identify End Users authorized to set up logins to use the Services as permitted by this Agreement. The Customer will maintain a list of logins using the administrator account. It is strictly prohibited for a single login to be used by more than one End User.
4.3. The Customer will take necessary actions to maintain the confidentiality of each password and login and prevent unauthorized use. The Customer will promptly inform Alingo in writing if it determines or suspects an unauthorized employee or third party has accessed an account, password and/or login.
4.4. The Customer authorizes Alingo to rely on any information and/or instructions set forth in any data transmission using the assigned password or login, without further investigation or inquiry, irrespective of the transmitting individual's actual identity, concerning Alingo's operation. Any use of the assigned password or login, whether authorized by the Customer or not, is solely the Customer's responsibility and risk.
4.5. The Order Form mentions a maximum number of End Users. The Customer may request an increase in the maximum number of End Users at any time. Upon confirmation from Alingo, as promptly as reasonably possible following such request, the Customer will receive an updated Order Form with the new maximum number of End Users and corresponding Fees, effective immediately (unless specified otherwise in the Order Form).
4.6. Additionally, the Customer may request to decrease the maximum number of End Users upon renewal of the Initial Term or a Renewal Term. In case of a yearly subscription, such a request must be communicated in writing to Alingo at least sixty (60) days prior to the renewal date. In case of a monthly subscription, such request must be communicated in writing to Alingo at least seven (7) days prior to the renewal date.
4.7. The Customer acknowledges that in the event an End User is no longer covered by an active subscription (for example due to a subscription downgrade), the End User will lose access to its account. The Customer acknowledges that in the event the subscription is terminated, and no other subscription will apply (a downgraded or upgraded subscription), all End Users will lose access to their accounts on the termination date.
5. Customer Data
5.1. Customer retains the exclusive ownership of and/or rights to use all Customer Data. Customer grants all such rights and permissions in or related to Customer Data as are necessary or useful for Alingo to perform its obligations under this Agreement. Customer shall be responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use the Customer Data. Customer shall ensure that the Customer Data is lawfully obtained and shall, where relevant, regularly review Customer Data and keep it up-to-date.
5.2. Customer Data will not be used to train the AI Models without Customer's express consent.
5.3. Customer shall be responsible for uploading the Customer Data onto the Services. In the event that Alingo would assist with such upload, Customer shall remain responsible for ensuring that all the Customer Data is correct and has been uploaded in full and Alingo will bear no liability in this respect.
5.4. The Customer agrees that Alingo may collect, use, and disclose quantitative data derived from the use of the Services for industry analysis, benchmarking, analytics, marketing, and other business purposes. All data collected, used, and disclosed will be in aggregate form only and will not identify Customer and/or Customer Data.
5.5. The Customer will indemnify, defend, and hold harmless Alingo from any (third party) claim, proceeding, loss, or damages based on any use, misuse, or unauthorized use of the Customer Data.
5.6. In the event the Customer requests Alingo to provide assistance with the use of the Services, the Customer agrees and acknowledges that an Alingo support member may be granted access to the account of an End User or all End Users and the relevant Customer Data that is accessible on such End User(s) account(s). Alingo will comply with the confidentiality obligations set forth in these General Terms and its obligations set forth in the DPA. The Customer will ensure that Alingo's provision of assistance and access to Customer Data will not infringe any of the Customer's legal or contractual obligations, and the Customer will indemnify and hold Alingo harmless for any third party claims relating thereto.
6. Intellectual Property Rights
6.1. All intellectual property rights belonging to a Party prior to the Agreement will remain with that Party. The Services, including without limitation any underlying data, software, platforms, algorithms, AI Models, technology, application and website design, any information, services, texts, feedback, files, sound, music, videos, various applications, social graphs, organization, structure, specifications, features and any modifications, enhancements and derivatives thereof and all intellectual property rights related thereto are the property of Alingo and/or its respective Affiliates which retains all right, title and interest in connection therewith. For purposes of clarity, Alingo makes no claim with respect to any data, content, photographs, videos or other materials uploaded to the Services by the Customer or any of Customer's End Users.
6.2. As between Customer and Alingo, Customer owns the Customer Data. Customer hereby grants to Alingo and its Affiliates and service providers, a worldwide, non-exclusive, non-transferrable and non-sublicensable, royalty-free license to collect, store, maintain, modify and process Customer Data as required to provide the Services, the Professional Services or any other services to Customer.
6.3. The Customer may occasionally provide Feedback to Alingo regarding the Services. Alingo will decide, at its sole discretion, whether or not to proceed with developing the requested enhancements, new features, or functionality. The Customer hereby grants Alingo a royalty-free, fully paid up, worldwide, transferable, sublicensable, irrevocable, perpetual license to (a) copy, distribute, transmit, display, perform, and create derivative works of the Feedback; and (b) use the Feedback and/or any subject matter thereof, including without limitation, the right to develop, manufacture, have manufactured, market, promote, sell, have sold, offer for sale, have offered for sale, import, have imported, rent, provide and/or lease products or services which practice or embody, or are configured for use in practicing, the Feedback and/or any subject matter thereof.
6.4. The Customer acknowledges that the Input provided to the Services may be identical or similar to input provided by third parties. Additionally, the Customer acknowledges that (i) due to the nature of machine learning, output may not be unique across customers/end users, and (ii) the Services may generate identical or similar output for Alingo or a third party. Questions asked by, and responses generated for, Alingo's other customers are not considered Input, Output or Customer Data under this Agreement.
7. Confidentiality
7.1. "Confidential Information" means all information disclosed by a party (the "Disclosing Party") to the other party (the "Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. In particular any information related to the business, affairs, products, developments, trade secrets, know-how, personnel, customers and suppliers of either party should be regarded as confidential.
7.2. For all Confidential Information received during the Subscription Term, the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own similar Confidential Information, but not less than reasonable care.
7.3. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure, to the extent permitted by law.
7.4. The provision of this Article 7 shall survive the expiration or termination of this Agreement for a period of five (5) years.
8. Fees and Payment
8.1. The Customer shall pay Alingo the then-applicable fees described in the Order Form (the "Fees"). For the Grow Plan, Fees are €299 per user per month when billed annually or €359 per user per month when billed monthly, with a minimum of 10 seats. For Enterprise plans, Fees will be as set forth in the applicable Order Form. For Enterprise plans, Fees will be as set forth in the applicable Order Form. The Fees are exclusive of VAT and/or other taxes and (local) charges. All prices are in EUR and payable in EUR. Alingo will issue invoices for the Fees in advance, either on a monthly basis (for monthly subscriptions) or an annual basis (for annual subscriptions) unless other billing arrangements are specified in the Order Form.
8.2. Alingo reserves the right to charge additional fees in the event that the number of End Users is exceeded, unless Alingo has given its prior written consent or as set out in an Order Form.
8.3. Alingo will have the right to adjust the Fees on an annual basis on January 1st of every year for general price indexation. The indexation will be based on the Dutch Consumer Price Index (CPI) as published by the Dutch Central Bureau of Statistics (CBS). The adjustment of Fees based on the general price indexation will take effect upon the renewal of the then-current Initial Term or Renewal Term.
8.4. Alingo may, at its reasonable discretion, increase the agreed Fees once per year upon renewal of the then-current Initial or Renewal Term. Alingo shall notify the Customer of the increase in writing thirty (30) days before the date on which the increase takes effect. If the Customer does not consent to the Fees increase, it may, within fifteen (15) days from receipt of the notification, terminate the subscription at the point the increased Fees are set to take effect. Should the Customer not exercise this right to terminate, it will be deemed as acceptance of the fee increase and the updated Fees shall apply for the Renewal Terms.
8.5. Invoices issued by Alingo are due and payable within thirty (30) days from the invoice date (unless otherwise specified on the applicable Order Form).
8.6. Any amounts unpaid by the Customer by the due date mentioned in the invoice shall bear interest at a rate of 1.5% per month or the maximum rate permitted by applicable law, whichever is lower. Disputed amounts will only be raised in good faith and the Customer will notify Alingo of such as soon as reasonably practicable and at least within thirty (30) days after receipt of an invoice. The Customer shall pay all reasonable costs of collections, including attorneys' and collection agencies' fees.
8.7. Alingo is authorized to suspend the provision of the Services and/or the provision of Professional Services without prior warning in the event of late payment.
9. Term and Termination
9.1. This Agreement enters into force on Effective Date and shall remain in effect until the end of the Subscription Term. The "Initial Term" will start on the date Alingo has received the initial payment of the Customer for the use of the Services and will have the duration as indicated in the Order Form (one (1) month or one (1) year). At the end of the Initial Term, the subscription will automatically renew and keep renewing for subsequent periods of the same length (being successive one (1)-month or one (1)-year periods; each a "Renewal Term"), unless either Party provides notice of termination: (i) before the end of the then-current Initial Term or Renewal Term for monthly subscriptions; (ii) or no later than sixty (60) calendar days before the end of the then-current Initial Term or Renewal Term for yearly subscriptions.
9.2. Either Party may terminate this Agreement by written notice to the other Party if the other Party materially breaches this Agreement and fails to rectify such breach within thirty (30) calendar days from receipt of a default notice.
9.3. Either Party may terminate this Agreement by written notice to the other Party, effective as of the date of delivery of such notice, if the other Party becomes the subject of a voluntary or involuntary bankruptcy, insolvency or similar proceeding, or otherwise liquidates or ceases to do business.
9.4. Upon termination of this Agreement for any reason (i) the Customer will promptly pay Alingo all Fees and other amounts due to Alingo under this Agreement, up to and including the date of termination, (ii) all user rights granted to the Customer under this Agreement, including the rights to use the Services as per Article 3, will automatically terminate. Termination of this Agreement on any grounds shall not prejudice any right or remedy that has accrued before the actual termination.
9.5. In connection with termination of the Agreement or otherwise during the Term, Alingo undertakes to, on the Customer's reasonable request and at the Customer's reasonable expense, assist the Customer in retrieving any Customer Data stored in the Services (if any) in a standard machine-readable format. Upon Customer's written request, Alingo shall delete any Customer Data stored in the Services (if any).
9.6. The provisions herein that by their nature are intended to survive the expiration or termination of this Agreement shall so survive to the extent necessary for the intended preservation of the Parties' rights and obligations. It is noted that the confidentiality undertakings in Article 7 shall survive for the longer of (i) 5 years counting from the termination hereof, (ii) in relation to any Confidential Information which comprises Intellectual Property Rights, the term of protection for the Intellectual Property Right, and (iii) in relation to any Confidential Information which comprises information covered by statutory and/or bar association rules on confidentiality, the time period required under applicable law/bar association rules.
10. Warranties and Disclaimer
10.1. Alingo shall perform the Professional Services and provide access to the Services in a professional manner, using all reasonable skill and care. The Professional Services shall be carried out by qualified and experienced personnel. Notwithstanding the foregoing, Alingo does not warrant that, given the current state of technique, the use of the Services will be uninterrupted, nor that the Services and Documentation will meet the Customer's requirements, be compatible or work with any other goods, services or technologies which are not included in the Documentation or be free of harmful code or error free.
10.2. The Customer acknowledges that the Services serve as a resource or tool which can be used by professionals with proper care and due diligence. The Customer explicitly acknowledges and agrees that, unless explicitly stated otherwise in this Agreement, the Services do not provide actual guidance or advice on legal or other matters. The Customer understands that any information generated by the Services is for reference purposes only and should not be relied upon as professional advice or a substitute for such advice. The Customer bears full responsibility for verifying and corroborating the accuracy and validity of any information or outputs produced by the Services. All warranties, expressed or implied, regarding the accuracy, completeness, or reliability of the Services' outputs, are disclaimed.
10.3. Artificial intelligence and machine learning are rapidly evolving fields of technology. Alingo is constantly working to make the Services more accurate, reliable, safe, and beneficial. However, given the probabilistic nature of machine learning, use of the Services may in some situations result in incorrect Output that does not accurately reflect real people, places, or facts. The Customer is responsible for evaluating the accuracy and quality of Output as appropriate for its use case, including by using human review of the Output.
10.4. THE EXPRESS WARRANTIES DESCRIBED OR REFERENCED IN THIS ARTICLE 10 ARE THE ONLY WARRANTIES MADE BY ALINGO WITH RESPECT TO THE SERVICES OR PROFESSIONAL SERVICES, AND ARE IN LIEU OF, AND ALINGO HEREBY DISCLAIMS, ANY AND ALL OTHER WARRANTIES, CONDITIONS OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN), INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, INFORMATION, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (WHETHER OR NOT ALINGO KNOWS OR HAS REASON TO KNOW OF SUCH PURPOSE).
11. Limitation of Liability
11.1. In no event will Alingo be liable for any special, incidental, punitive, indirect, exemplary, or consequential damages, including, but not limited to, lost revenue, lost profits, replacement goods, loss of technology, rights or services, loss of data, or interruption or loss of use of service or equipment, even if advised of the possibility of such damages, whether arising under theory of contract, tort (including negligence), strict liability or otherwise. Alingo shall not be responsible for losses resulting from decisions made on the basis of the data or content which is generated via the Services.
11.2. Alingo's cumulative, total liability for any reason (whether based in contract, tort, including negligence and strict liability) in connection with this agreement or the services shall in no event exceed the amount paid by the Customer to Alingo for the twelve (12) month period prior to the event giving rise to liability.
11.3. The limitations provided for in this Article 11 shall also apply to Alingo's indemnification and remedies obligations provided for in Article 12.
11.4. To be valid, any claims for damages shall be notified to the other Party no later than 12 months from the time the relevant party became or should have become aware of the event giving rise to the claim, however, never later than 6 months after the expiration or termination of the Agreement.
11.5. Alingo acknowledges that the Services may be used by the Customer's Affiliates if this is set out in the Order Form and Alingo's liability under this Agreement shall include liability for damages caused to such Affiliates. The Customer is liable for its Affiliates use of the Services in compliance with this Agreement as if they were "Customer" hereunder. Any claims arising under this Agreement may only be brought by the Customer and not by its Affiliates.
11.6. The Customer is solely responsible to ensure that its use of the Services and Output is compliant with applicable export control legislation and trade sanctions.
12. Indemnification
12.1. Subject to the conditions herein, Alingo indemnifies and holds harmless Customer against actions, claims or proceedings made or brought by any person alleging that Customer's use of the Services infringes the intellectual property rights of that person (hereinafter an "Infringement Claim").
12.2. In the event of an Infringement Claim:
(i) Customer must promptly give written notice of such Infringement Claim or any notice preceding this action to Alingo as soon as it becomes aware of it and give Alingo full and exclusive authority for, and information for and assistance with, the defence and settlement of the Infringement Claim;
(ii) If an Infringement Claim has been proven by a judicial decision, Customer agrees to permit Alingo, at its option and expense, to; (a) either, secure the right to continue using the Services or the infringing portion thereof legitimately, or (b) using reasonable efforts and at reasonable costs, replace or modify the Services or infringing portion thereof to make it non-infringing, while preserving substantially similar functionality. If neither of (a) nor (b) can be accomplished by Alingo using reasonable efforts and at reasonable costs, remove the infringing portion from the Services, in which case the charges shall be equitably adjusted from then on to reflect such removal or terminate the relevant license and pay the Customer the pro-rata remaining amount of the fees the Customer paid to Alingo for that portion of the Services which is the subject of the Infringement Claim.
12.3. If it is not possible to achieve the remedies mentioned in Article 12.2(ii), Alingo shall be liable, subject to the terms of Article 11, to pay the damages that the Customer is required to pay as a result of a final judicial decision or an approved settlement agreement between Customer and a third party (subject to prior approval by Alingo).
12.4. Under no circumstances shall Alingo be held responsible or be required to indemnify or hold Customer harmless for any Infringement Claim in the event Customer has not acted in accordance with Article 12.2, or for an Infringement Claim resulting from (i) a breach by Customer (or its End User) of the terms of this Agreement, (ii) any modification of the Services or relevant infringing portion thereof not made by or on behalf of Alingo, (iii) the use of the Services or relevant infringing portion thereof for a purpose not intended according to this Agreement or not in accordance with Documentation, (iv) modification, configurations or implementations of the Services made in accordance with Customer's specific instructions, (v) the use of the Services or relevant infringing portion thereof in combination with any product and/or services not provided or approved by Alingo or any product and/or services other than those that have been expressly authorised by or on behalf of Alingo.
12.5. Customer will defend, hold harmless and indemnify Alingo and its subcontractors against all claims as a result of its End User's use of the Services in breach of this Agreement.
12.6. The foregoing states the entire obligations of Alingo with respect to infringement of third-party proprietary rights. The foregoing is given to Customer solely for its benefit and in lieu of all warranties of non-infringement with respect to the Services or any part thereof.
13. Data Protection
13.1. If and to the extent Alingo has access to personal data, i.e., information related to an identified or identifiable individual, of the Customer within the scope of the provision of the Services, the Parties shall conclude a corresponding DPA prior to the start of the processing and attached the signed DPA to this Agreement.
13.2. Customer represents and warrants that it has all necessary rights in its Customer Data to use it with the Services and that Customer's use of the Services will comply with all applicable laws and regulations.
14. Miscellaneous
14.1. Force Majeure - Neither Party shall be liable to the other party for the delay in any performance or failure to render any performance under this Agreement when such failure or delay finds its cause in a case of force majeure, including without limitation acts of government, flood, fire, earthquake, civil unrest, acts of terror, strikes or labor problems, computer, internet, or telecommunications failures, delays or network intrusions, or denial of service attacks, or any other cause or causes, whether of like or different nature, beyond the reasonable control of such party as long as such cause or causes exist.
14.2. Publicity – Alingo reserves the right to list the Customer among its references, unless the Customer expressly requests otherwise. The Customer authorizes Alingo to use its name in the reference publications published on Alingo's social media and to put its logo on Alingo's website but also during trade shows or any other event having for object the presentation or the promotion of Alingo's products and services and any other media contributing to this same object.
14.3. No Waiver – A Party's failure to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by that Party in writing.
14.4. Notices – All notices, requests, consents, demands and other communications hereunder shall be in writing, addressed to the receiving Party's address of the recipient set out in the Order Form or otherwise notified by the relevant party in accordance with this Agreement. Alingo may provide such notices, requests, consents, demands and other communications to the Customer's email address indicated in the Order Form, or to any other email address used by Customer to communicate with Alingo.
14.5. Severability – If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
14.6. Survival – The provisions of this Agreement that are expressly or by implication intended to survive termination will survive any expiration or termination of this Agreement.
14.7. Assignment – Neither Party may assign any of its rights or obligations under this Agreement without the other Party's prior written consent, which will not be unreasonably withheld, provided that Alingo may transfer or assign this Agreement to any successor in interest in the event of a sale or merger, such transfer or assignment to be effective upon written notice to the Customer.
14.8. Applicable Law and Jurisdiction – This Agreement and all Customer's orders will be subject to Dutch law. Any dispute arising out of or in connection with this Agreement or any Customer's order will be subject to the exclusive jurisdiction of the courts of Amsterdam, Netherlands.
14.9. Entire Agreement - This Agreement sets forth and constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and all prior agreements, understanding, promises and representations, whether written or oral, with respect thereto are superseded hereby.
14.10. No Partnership - This Agreement does not create a partnership, joint venture, or agency relationship between the Parties or their respective Affiliates. The Parties are independent from each other, and neither Party will have the power to bind the other or to incur obligations on the other's behalf without the other Party's prior written consent.
14.11. Subcontractors - Alingo may, subject to Article 7 and, in relation to the processing of personal data, the Data Processing Agreement entered into between the Parties, use subcontractors for the provision of the Services. Alingo shall be liable for its subcontractors' actions and omissions as for its own and remain the Customer's sole point of contact in relation to the Services.