Nippy Marketer Terms of Service

NIPPY MARKETER SERVICES AGREEMENT

Last updated: March 3, 2026

This agreement is between (1) Nippy Marketer Limited, a company incorporated in Ireland (registered number 756274) with its registered address at 3 Leinster Square, Kildare, Kildare, R51XY04 (“Nippy Marketer”) and (2) you, either individually, or on behalf of your employer or any other entity which you represent (the “Customer”).

Terms and conditions

1. DEFINITIONS

“Authorized Users” means those employees, agents and independent contractors of the Customer and other third parties, in each case, who are authorized by the Customer to use the Services;

“Billing Cycle” means the billing option chosen by the Customer https://nippymarketer.ai/pricing/ or as otherwise agreed in writing for either a (i) monthly billing interval or a (ii) yearly billing interval in respect of the Services;

“Business Day” means a day other than a Saturday, Sunday or a public holiday in Ireland when banks in Ireland are open for business;

"Claim” means any claim, demand, suit, cause of action, proceeding and/or investigation arising from or relating to this agreement;

“Confidential Information” means all information, regardless of the form of disclosure or the medium used to store it, that the Recipient, or its Representatives, directly or indirectly, becomes aware either through disclosure by the Discloser or its Representatives or otherwise through involvement with the Discloser, including:

(A) all data, information, know-how, trade secrets, documents, software or materials relating to the Discloser, its business, pricing, operational methods, financial information, sales information, marketing information, contracts, staff, customers, suppliers, or the processes, methods, assets and intellectual property the Discloser uses;

(B) any other information the Discloser designates as confidential or that the Recipient should reasonably know is confidential (whether or not that information is designated as confidential) or that has commercial value in relation to the Discloser’s business;

(C) the existence and terms of this agreement and any related negotiations or discussions of the parties; and

(D) all copies, analyses, compilations, notes, reports, and other permanent records prepared by or on behalf of the Recipient or its Representatives that contain or are derived from any of the information referred to in paragraphs (A), (B) and (C);

“Data Protection Law” means all laws and regulations in the European Union, the European Economic Area and Ireland, applicable to the Processing of Personal Data, including the GDPR;

“Discloser” means the party providing access to or giving Confidential Information to the other party;

“Effective Date” means the date you first access or use the Services;

“Fees” means any fees or charges payable under this agreement;

“GDPR” means Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation);

“Initial Term” means one month or twelve (12) twelve months, or any period chosen by the Customer from the Effective Date as specified at https://nippymarketer.ai/pricing/;

“Insolvency Event” means if a party summons a meeting of its creditors, makes a proposal for a voluntary arrangement, becomes subject to any voluntary arrangement, is unable to pay its debts within the meaning of section 570 of the Companies Act 2014, has a receiver, manager, administrative receiver or examiner appointed over any of its assets, undertakings or incomes, has passed a resolution for its winding-up (except for the purpose of a voluntary reconstruction or amalgamation previously approved in writing, by the other party), is subject to a petition presented to any court for its winding-up (except for the purpose of a voluntary reconstruction or amalgamation previously approved in writing, by the other party), has a provisional liquidator appointed or has any other analogous insolvency proceedings initiated against it whether in Ireland or any other jurisdiction;

“Intellectual Property Rights” means all intellectual property rights and related rights, including:

(A) inventions, patents, copyright (including software and source code), designs, database rights, trade and service marks (including goodwill in those marks), business methods, rights in get-up and trade dress, goodwill and the right to sue for passing off, moral rights, domain names and trade names, and the right to keep confidential information (including trade secrets and know how) confidential;

(B) any application or right to apply for registration of any of the rights referred to in paragraph (A); and

(C) all rights of a similar nature to any of the rights in paragraphs (A) and (B) that may exist anywhere in the world,

whether or not such rights are registered or capable of being registered;

“Normal Business Hours” means 9.00 am to 5.00 pm local Irish time, each Business Day;

“Products” means the various Nippy Marketer products that are available to the Customer to purchase as set out at https://nippymarketer.ai/pricing/  or any other website notified to the Customer by Nippy Marketer from time to time;

“Recipient” means the party accessing or receiving Confidential Information from the other party;

“Refund period" means the period after the Effective Date during which the Customer is eligible for refund.

“Renewal Periods” means the recurring interval for due payment of the fees, such as monthly, yearly, weekly, and so on as set out at https://nippymarketer.ai/pricing/ following the Initial Term;

“Representatives” means the directors, officers, employees, professional advisers and agents of a party;

“Services” means the subscription services and the Products provided by Nippy Marketer to the Customer under this agreement via www.nippymarketer.ai or any other website notified to the Customer by Nippy Marketer from time to time;

“Software” means the online software applications provided by the Supplier as part of the Services;

“Subscription” means the Customer’s subscription under which they shall purchase Products and User Licenses to access the Software;

“Term” has the meaning given to it in clause 12.1;

“Trial” means a limited period of time whereby Nippy Marketer offers, at its sole discretion, the Customer the opportunity to test the Services for its own needs;

“Trial End Date” means the date that the Trial offered by Nippy Marketer to the Customer ends as agreed or at the discretion of Nippy Marketer;

“User License” means the user licenses purchased by the Customer pursuant to this agreement which entitle Authorized Users to access and use the Services in accordance with this agreement; and

“Virus” means any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

2. Subscription

2.1 Subject to the Customer purchasing the User Subscriptions in accordance with this agreement, the restrictions set out in this clause 2 and the other terms and conditions of this agreement, Nippy Marketer hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services during the Term solely for the Customer's internal business operations.

2.2 In relation to the Authorised Users, the Customer undertakes that:

2.2.1 it shall purchase one Subscription in respect of the Services, under which it shall purchase different quantities of the available products which may be modified at any time;

2.2.2 the maximum number of Authorised Users that it authorises to access and use the Services shall not exceed the number of User Licenses it has purchased from time to time;

2.2.3 the maximum number of User Licenses it may hold at any time shall not exceed an aggregate total of 50;

2.2.4 it will not allow or suffer any User License to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services;

2.2.5 each Authorised User shall keep a secure password for their use of the Services, that such password shall be changed in accordance with the Customer’s relevant security policies and each Authorised User shall keep their password confidential;

2.2.6 it shall maintain a written, up to date list of current Authorised Users and provide such list to Nippy Marketer within five (5) Business Days of Nippy Marketer’s written request at any time or times;

2.2.7 it shall permit Nippy Marketer or Nippy Marketer’s designated auditor to audit the use of the Services in order to establish the name and password of each Authorised User and to audit compliance with this agreement. Each such audit may be conducted no more than once per quarter, at Nippy Marketer’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;

2.2.8 if any of the audits referred to in clause 2.7 reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to Nippy Marketer’s other rights, the Customer shall promptly disable such passwords and Nippy Marketer shall not issue any new passwords to any such individual; and

2.2.9 if any of the audits referred to in clause 2.7 reveal that the Customer has underpaid Fees to Nippy Marketer, then without prejudice to the Nippy Marketer's other rights, the Customer shall pay to Nippy Marketer an amount equal to such underpayment as calculated in accordance with the prices set out at https://nippymarketer.ai/pricing within ten (10) Business Days of the date of the relevant audit.

2.3 The Customer shall only use the Services in a manner compatible with applicable laws and regulations and Nippy Marketer reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.

2.4 The Customer shall not:

2.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this agreement:

(A) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or

(B) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software or the Services; or

2.4.2 access all or any part of the Services in order to build a product or service which competes with the Services ; or

2.4.3 subject to clause 1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or

2.4.4 attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2; or

2.4.5 introduce or permit the introduction of, any Virus into Nippy Marketer's network and information systems.

2.5 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Nippy Marketer.

2.6 The rights provided under this clause 2 are granted to the Customer only and shall not be considered granted to any subsidiary or holding company of the Customer.

3. Services

3.1 Nippy Marketer shall, during the Term, provide the Services to the Customer on and subject to the terms of this agreement.

3.2 Nippy Marketer shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:

3.2.1 planned maintenance carried out during the maintenance window of 10.00 pm to 2.00 am Irish time; and

3.2.2 unscheduled maintenance performed outside Normal Business Hours, provided that Nippy Marketer has used reasonable endeavours to give the Customer at least 6 Normal Business Hours' notice in advance.

3.3 Support services. Nippy Marketer will, as part of the Services and in consideration of the support fees agreed between the parties provide the Customer with Nippy Marketer's standard customer support services during Normal Business Hours.

3.4 Consulting services. If additional services are required for the proper use and operation of the Services, Nippy Marketer shall provide such services on a time and materials basis or as otherwise agreed by the Parties in writing at the then-current standard rates when such services are provided.

3.5 Third party services. Nippy Marketer can allow for connection with services, provided by other organizations. Nippy Marketer acts as only an intermediary and any relationship between the Customer and the provider of Third Party Services, including data transfer, is governed by a separate agreement between the Customer and the provider of these services.

For example, Nippy Marketer uses Twilio SendGrid for email infrastructure for Nippy PR Email. The deliverability of emails is governed by Twilio SendGrid and their Email Policy and Twilio Acceptable Use Policy (https://www.twilio.com/en-us/legal/aup). You could familiarize yourself with Twilio SendGrid Email Policy here.

As Twilio SendGrid has different requirements for proper use of their email platform, if these are not followed by the Customer, we can not guarantee email deliverability or your service could be interupted or cancelled. Additionally, most probably your email service uses a shared ("common") IP addresses with other organizations, which could affect email deliverability.

Similar for media monitoring services - as quantity, type, and meta data for publications are dependent on their availability in Google News services, we can not guarantee an exhaustive list of publications, which include all relvant meta data such as authors or categories.

4. Customer's obligations

4.1 The Customer shall:

4.1.1 Provide Nippy Marketer with:

(A) all necessary co-operation in relation to this agreement; and

(B) all necessary access to such information as may be required by Nippy Marketer;

in order to provide the Services, including but not limited to security access information and configuration assistance;

4.1.2 without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under this agreement;

4.1.3 carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, Nippy Marketer may adjust any agreed timetable or delivery schedule as reasonably necessary;

4.1.4 ensure that the Authorised Users use the Services in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of this agreement as if such breach were its own;

4.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for Nippy Marketer, its contractors and agents to perform their obligations under this agreement, including without limitation the Services;

4.1.6 ensure that its network and systems comply with the relevant specifications provided by Nippy Marketer from time to time; and

4.1.7 be, to the extent permitted by law and except as otherwise expressly provided in this agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to Nippy Marketer's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

5. Nippy Marketer's obligations

5.1 Nippy Marketer undertakes that the Services will be performed in accordance with the terms of this agreement.

5.2 The obligation at clause 5.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to Nippy Marketer's instructions, or modification or alteration of the Services by any party other than Nippy Marketer or Nippy Marketer's duly authorized contractors or agents. If the Services do not conform with the obligation at clause 5.1, Nippy Marketer will, at its expense, use all reasonable commercial endeavors to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the obligation set out in clause 5.1.

5.3 Nippy Marketer:

5.3.1 does not warrant that:

(A) the Customer's use of the Services will be uninterrupted or error-free;

(B) the Services and/or the information obtained by the Customer through the Services will meet the Customer's requirements; or

(C) the Software or the Services will be free from Viruses; and

5.3.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

5.4 This agreement shall not prevent Nippy Marketer from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

5.5 Nippy Marketer warrants that it has and will maintain all necessary licenses, consents, and permissions necessary for the performance of its obligations under this agreement.

6. Fees and payment

6.1 In consideration of the provision of the Services by Nippy Marketer, the Customer shall pay the Fees in accordance with this clause.

6.2 All Fees set out at https://nippymarketer.ai/pricing are payable automatically at the beginning of the Renewal Period for the Term, which is either the subscription creation date or, if applicable, the day of the Trial End Date.

6.3 The Customer hereby authorizes Nippy Marketer, either directly or through the relevant payment processing service, to charge such Fees via Customer’s selected payment method, upon due date of the Fees as set out at nippymarketer.ai/pricing.

6.4 All amounts due under this agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6.5 All amounts and fees stated or referred to in this agreement:

6.5.1 shall be payable in Euro or, at Nippy Marketer’s sole discretion, the pricing may be shown in the relevant local currency;

6.5.2 are non-cancellable and non-refundable, except otherwise specified in the refund policy; and

6.5.3 are exclusive of value added tax, which shall be added to Nippy Marketer’s invoice(s) at the appropriate rate.

6.6 Refund policy. If Customer is not satisfied with its first purchase of the Services and solely with respect thereto (“Initial Purchase”), then Customer may terminate such Initial Purchase of the Services by providing us a written notice, within 30 days of the Effective Date. In the event that Customer terminates such Initial Purchase, within the Refund Period, we will refund Customer the prorata portion of any unused and unexpired Fees pre-paid by Customer in respect of such terminated Services, unless such other sum is required by applicable law, in the same currency we were originally paid (“Refund”). The Refund is applicable only to the Initial Purchase and does not apply to any additional or subsequent purchases, upgrades, modification or renewals of the Services (even if such were performed during the Refund Period). Please note that we shall not be responsible to Refund any differences caused by change of currency exchange rates or fees that Customer was charged by third parties, such as wire transfer fees. After the Refund Period, the Fees are non-refundable and non-cancellable.

6.7 You are not eligible for a refund if:

6.7. 1 you paid for a yearly account and more than 30 days have passed since you paid

6.7.2 you paid for the renewal of a monthly subscription

6.8 Nippy Marketer may increase the Fees on each anniversary of this agreement by an amount not to exceed 10%. Nippy Marketer shall give at least ninety (90) days' prior written notice in advance of the relevant anniversary of this agreement of any such price increase. Such price increase shall take effect on such anniversary of this agreement.

6.9 If the Customer fails to make a payment due to Nippy Marketer by the due date, then, without limiting Nippy Marketer’s remedies, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7 will accrue each day at 8% a year above the then current base lending rate of the European Central Bank, but at 8% a year for any period when that base rate is equal to or below 0.

6.10 If any amount owing by the Customer under this agreement is thirty (30) or more days overdue, Nippy Marketer may, without liability to the Customer and without limiting Nippy Marketer’s other rights and remedies, suspend the Services to the Customer until such amounts are paid in full. Nippy Marketer will give the Customer at least seven (7) days’ prior written notice that the Customer’s account is overdue before suspending the Services to the Customer.

7. Personal data

7.1 Each party is responsible for complying with any obligations applying to it under the Data Protection Law.

7.2 The Customer hereby appoints Nippy Marketer as data processor under the Data Protection Law to handle and process personal data belonging to or processed by the Customer, including personal data belonging to its Authorized Users for the limited purposes or performing Nippy Marketer’s rights and duties under the agreement and/or any other written instructions of the Customer in accordance with the terms of Schedule 1.

8. Proprietary rights

The Customer acknowledges and agrees that Nippy Marketer and/or its licensors own all Intellectual Property Rights in the Services. Except as expressly stated herein, this agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Services.

9. Confidentiality

9.1 The Recipient must keep secret and confidential, and not use or disclose, any Confidential Information of the Discloser unless this agreement otherwise permits. The Recipient must take all steps and do all such things as may be necessary, prudent or desirable in order to secure and protect the confidentiality of the Confidential Information of the Discloser and to prevent any unauthorised access to it.

9.2 The Recipient must use the Confidential Information of the Discloser only for the performance of its obligations under this agreement and for no other purpose.

9.3 The Recipient may disclose Confidential Information of the Discloser to its Representatives:

9.3.1 that need to know for the purposes of this agreement (and only to the extent that each has a need to know);

9.3.2 in the case of the Recipient's officers and employees, who have been directed in writing by the Recipient and have agreed to keep confidential all Confidential Information of the Discloser; and

9.3.3 in the case of other persons, who have agreed in writing with the Recipient to comply with equivalent obligations in respect of Confidential Information of the Discloser as those imposed on the Recipient under this agreement.

9.4 The Recipient is responsible for ensuring that the Confidential Information of the Discloser is kept confidential and secure by any person to whom the Recipient discloses that information.

9.5 The obligations in clause 1 do not apply to Confidential Information that is:

9.5.1 in the public domain otherwise than as a result of a breach of this agreement or another obligation of confidence;

9.5.2 created by the Recipient, whether alone or jointly with any person, independently of the Discloser’s Confidential Information (provided the Recipient has evidence in writing that the information falls within this exception); or

9.5.3 already known by the Recipient independently of its involvement in this agreement or its interaction with the Discloser and free of any obligation of confidence and which can be evidenced in writing.

9.6 If a Recipient is required by applicable law to disclose any Confidential Information of the Discloser to a third person, the Recipient must:

9.6.1 before doing so:

(A) notify the Discloser; and

(B) give the Discloser a reasonable opportunity to take any steps that the Discloser considers necessary to protect the confidentiality of that information; and

9.6.2 notify the third person that the information is confidential to the Discloser.

9.7 The Customer must not make any public statement or announcement, or issue any press release, advertising or publicity material or similar statement, in relation to this agreement or its receipt of the Services, unless Nippy Marketer approves in writing the statement, announcement or press release in advance.

9.8 The Customer must not use or reproduce any name, logo, trademark, service mark or branding associated with Nippy Marketer for any purpose, unless Nippy Marketer approves in writing that use or reproduction in advance.

9.9 Notwithstanding the confidentiality obligations in this clause 9, the Customer agrees that Nippy Marketer may publish and display the name and logo of the Customer on Nippy Marketer’s website and thereby identifying the Customer as a customer of Nippy Marketer.

10. Limitation of liability

10.1 Nothing in this agreement limits any liability which cannot legally be limited, including liability:

10.1.1 for death or personal injury caused by Nippy Marketer's negligence; or

10.1.2 for fraud or fraudulent misrepresentation.

10.2 Subject to clause 1, Nippy Marketer shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for:

10.2.1 any loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses;

10.2.2 or loss or corruption of data or information; or

10.2.3 for any special, indirect or consequential loss,

in each instance however arising under this agreement.

10.3 Subject to clause 1, neither party’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with this agreement shall exceed a sum equal to the Fees paid during the 12 months immediately preceding the date on which the first Claim arises from this agreement.

10.4 The Customer acknowledges and agrees that any Services provided or used in or in relation to any Trial are provided strictly “as is” and expressly subject to the disclaimer at clause 10.5.

10.5 In respect of Services provided or used in a Trial, all conditions, warranties or other terms which might have effect between the parties under this agreement or be implied or incorporated into this agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to merchantable quality, fitness for purpose, fitness for a particular purpose or the use of reasonable skill and care.

11. Indemnity

11.1 Subject to the Nippy Marketer indemnity in clause 2, the Customer will indemnify Nippy Marketer against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Nippy Marketer arising out of or in connection with any claim made against Nippy Marketer by a third party arising out of or in connection with the Customer's use of the Services provided that:

11.1.1 the Customer is given prompt notice of any such claim;

11.1.2 Nippy Marketer provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and

11.1.3 the Customer is given sole authority to defend or settle the claim.

11.2 Nippy Marketer shall defend and indemnify the Customer against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with a claim that the Customer's use of the Services in accordance with this agreement infringes any Intellectual Property Rights of a third party, provided that:

11.2.1 Nippy Marketer is given prompt notice of any such claim;

11.2.2 the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Nippy Marketer in the defence and settlement of such claim, at Nippy Marketer’s expense; and

11.2.3 Nippy Marketer is given sole authority to defend or settle the claim.

12. Term and termination

12.1 This agreement shall commence on the Effective Date or when you click on a button or checkbox to accept these terms and shall continue for the Initial Term and, thereafter, this agreement shall automatically renew for successive Renewal Periods, unless:

12.1.1 Nippy Marketer gives the Customer written notice to terminate this agreement, in which case the agreement shall terminate upon the expiry of the Initial Term or Renewal Period, as applicable;

12.1.2 the Customer cancels the Services in full at their Customer portal as described in here: https://nippymarketer.ai/subscriptions-management-documentation/ , in which case the agreement shall terminate upon the expiry of the Initial Term or Renewal Period, as applicable; or

12.1.3 it is otherwise terminated in accordance with the provisions of this agreement;

and the Initial Term together with any subsequent Renewal Periods shall constitute the “Term”.

12.2 For the avoidance of doubt, the partial cancellation of the Services and/or the Products or any of them will not result in the termination of this agreement.

12.3 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

12.3.1 the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than thirty (30) days after being notified in writing to make such payment;

12.3.2 the other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified in writing to do so; or

12.3.3 the other party is the subject of or suffers an Insolvency Event.

12.4 On termination of this agreement for any reason:

12.4.1 all licenses granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and the Software;

12.4.2 each party shall return and make no further use of any Confidential Information, equipment, property, and other items (and all copies of them) belonging to the other party; and

12.4.3 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

13. Force majeure

Neither party shall be in breach of this agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control, including delays from Nippy Marketer’s suppliers or the failure of Nippy Marketer’s supplier to supply. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for three (3) months, the party not affected may terminate this agreement by giving thirty (30) days' written notice to the affected party.

14. Variation

No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

15. Waver

15.1 A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.

15.2 A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

17. Entire agreement

17.1 This agreement, including any document expressly agreed to in it, constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

17.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement.

18. Assignment

18.1 The Customer shall not, without the prior written consent of Nippy Marketer, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this agreement.

18.2 Nippy Marketer may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights and obligations under this agreement, provided that it gives prior written notice of such dealing to the Customer.

19. No partnership or agency

Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

20. Notices

20.1 Any notice given to a party under or in connection with this agreement shall be in writing and shall be delivered by hand or by registered post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case).

20.2 Any notice shall be deemed to have been received:

20.2.1 if delivered by hand, at the time the notice is left at the proper address; or

20.2.2 if sent by registered post or other next working day delivery service, at 9.00 am on the second Business Day after posting.

20.3 This clause does not apply to the service of any proceedings or other documents in any legal action

21. Counterparts

21.1  The Customer represents and warrants that:

21.1.1 it has the right, power and ability to enter into and be bound by this agreement; and

21.1.2 it has, and complies with, all necessary rights, consents, licenses, and approvals for the operation of your business and to allow it to access and use the Services in compliance with this agreement and applicable law;

22. Governing law and jurisdiction

22.1 This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the laws of Ireland.

22.2 Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.

Schedule 1

1. Definitions

1.1 In this Schedule:

“Data Controller” means the natural or legal person who is considered to be the ‘data controller’ in relation to the Personal Data under Data Protection Law.

“Data Processor” means the natural or legal person who is considered to be the ‘data processor’ in relation to the Personal Data under Data Protection Law.

“Data Subject” has the meaning ascribed to ‘data subject’ under Data Protection Law.

“Data Sub-Processor” means a data processor engaged by the Data Processor.

“Personal Data” means the personal data described in Annex A of this Schedule 1 of the category of data subjects set forth in Annex A which Nippy Marketer, as Data Processor, Processes on behalf of the Customer, as Data Controller under this agreement.

“Personal Data Breach” has the meaning ascribed to “personal data breach” under Data Protection Law, to the extent that such breach occurs with respect to the Personal Data.

“Processing” has the meaning ascribed to “process” or “processing” under Data Protection Law, and “Process” shall be construed accordingly.

2. Personal data and processing purposes

2.1 The parties have determined that, for the purposes of Data Protection Law, Nippy Marketer shall Process the Personal Data as a Data Processor on behalf of the Customer.

2.2 The parties agree and acknowledge that the Customer retains control of the Personal Data and remains responsible for its compliance obligations under the Data Protection Law, including but not limited to, providing any required notices and obtaining any required consents, and for the written processing instructions it gives to the Provider.

2.3 Annex A describes the subject matter, duration, nature and purpose of the processing and the Personal Data categories and Data Subject types in respect of which Nippy Marketer may process the Personal Data to provide the Services.

3. Nippy Marketer's Obligations

3.1 Nippy Marketer agrees with the Customer that it shall take reasonable steps to:

3.1.1 Process the Personal Data only in accordance with the Customer’s documented instructions that are set out in this Agreement unless required to do so by mandatory EU or national law to which Nippy Marketer is subject; in such cases Nippy Marketer will inform the Customer of that legal requirement before Processing the Personal Data, where permitted to under that law;

3.1.2 ensure that Nippy Marketer’s personnel, agents and contractors that Process the Personal Data are subject to appropriate contractual or statutory obligations of confidentiality;

3.1.3 implement appropriate technical and organisational measures against accidental, unauthorised or unlawful processing, access, copying, modification, reproduction, display or distribution of the Personal Data, and against accidental or unlawful loss, destruction, alteration, disclosure or damage of Personal Data including, but not limited to, the security measures set out in Annex B;

3.1.4 taking into account the nature of Nippy Marketer’s Processing activities in respect of Personal Data and at the Customer’s cost and request, assist the Customer by appropriate technical and organizational measures, insofar as this is possible, to fulfill the Data Controller’s obligations to respond to requests made by Data Subjects in relation to their rights under Data Protection Law;

3.1.5 taking into account the nature of Nippy Marketer’s Processing of the Personal Data and the information available to Nippy Marketer:

(A) notify the Customer of a Personal Data Breach in relation to the Personal Data without undue delay; and

(B)at the Customer’s request provide reasonable assistance to the Customer in relation to any mandatory obligations applicable to the Data Controller in relation to such Personal Data Breach, under Data Protection Law,

in each case at the Customer’s cost except to the extent that the Personal Data Breach was caused by Nippy Marketer;

3.1.6 taking into account the nature of Nippy Marketer’s Processing of the Personal Data and at the Customer’s cost and request, provide reasonable assistance to the Customer in relation to any mandatory obligations applicable to the Data Controller in relation to:

(A) the performance of data protection impact assessments by the Data Controller under Data Protection Law and, where applicable;

(B) carrying out consultations with the supervisory authority;

3.1.7 at the election of the Customer and at the Customer’s cost, delete or return all the Personal Data to the Customer following expiry or termination of this Agreement, and delete existing copies of such data unless Nippy Marketer is subject to a legal requirement to store such data beyond the expiry or termination of this Agreement;

3.1.8 not have the Personal Data Processed by a Data Sub-Processor except to the extent:

(A) authorized by the Customer under paragraph 1.3 of this Schedule 1; and

(B) any such Data Sub-Processor is bound by substantially similar data protection obligations as contained in this paragraph 3 in respect of the Personal Data;

3.1.9 subject to paragraph 4.1.4 of this Schedule 1, to the extent required by Data Protection Law, and at the Customer’s cost and request, make available to the Customer information necessary to demonstrate compliance with its data protection obligations under this Schedule 1 and allow for and contribute to audits, including inspections, conducted by the Data Controller or another auditor mandated by the Data Controller, but in each case only in relation to the Personal Data.

4. Customer's Obligations

4.1 The Customer agrees and acknowledges that:

4.1.1 with respect to paragraph 1.1 of this Schedule 1, the Customer’s instructions that are set out in this agreement accurately reflect the instructions of the Data Controller to the extent that Nippy Marketer is a Data Processor of the Data Controller;

4.1.2 with respect to paragraph 1.3 of this Schedule 1, the technical and organisational security measures that Nippy Marketer has agreed to implement with respect to the Personal Data ensure a level of security appropriate to the risk to such data;

4.1.3 with respect to paragraph 1.8 of this Schedule 1, Nippy Marketer may have the Personal Data Processed by a Data Sub-Processor to the extent that:

(A) the Data Sub-Processor has been previously notified to the Customer;

(B) Nippy Marketer informs the Customer of any intended changes concerning the addition or replacement of other Data Sub-Processors, thereby giving the Customer the opportunity to object; and

(C) any such Data Sub-Processor is bound by substantially similar data protection obligations as contained in paragraph 3 of this Schedule 1;

4.1.4 notwithstanding paragraph 1.9 of this Schedule 1, and to the extent permitted by Data Protection Law, Nippy Marketer may demonstrate its compliance with its obligations under paragraph 3 of this Schedule 1 through its compliance with a certification scheme or code of conduct approved under Data Protection Law;

4.1.5 Nippy Marketer may transfer and otherwise Process or have transferred or otherwise Processed the Personal Data outside the European Economic Area, including by any Data Sub-Processor of Nippy Marketer; provided that the necessary legal conditions for such transfer and Processing apply to such transfer and Processing, including but not limited, if applicable, EU Standard Contractual Clauses, or a European Commission positive adequacy decision under Article 25(6) of Directive 95/46/EC or Article 45 GDPR is in force and covers such transfer;

4.1.6 it has taken measures concerning the Personal Data to ensure compliance with its personal data security and other obligations prescribed by Data Protection Law for Data Controllers;

4.1.7 it shall and shall cause, appropriate notices to be provided to, and (where applicable) valid consents to be obtained from, Data Subjects, in each case that are necessary for Nippy Marketer to Process (and have Processed by Data Sub-Processors) Personal Data under or in connection with the agreement, including Processing outside the European Economic Area on the basis of any of the legal conditions for such transfer and Processing set out in paragraph 1.5 of this Schedule 1; and

4.1.8 it shall not, by act or omission, cause Nippy Marketer to violate any Data Protection Law, notices provided to, or consents obtained from, Data Subjects as a result of Nippy Marketer or its Data Sub-Processors Processing Personal Data.

Annex A

Types of Personal Data Processed:

• Name
• Company name
• Company position
• Work email address
• Company address
• If available, tax identification number

Nature and purposes of processing:

• To provide the Services to Customers

Categories of Data Subjects

• Authorised Users of Customers

Duration of processing

• Subscription Term

Annex B

Security

In accordance with paragraph 3.1.3 of this Schedule 1, Nippy Marketer will adopt and maintain appropriate (including organisational and technical) security measures in dealing with the Personal Data in order to protect against unauthorised or accidental access, loss, alteration, disclosure or destruction of such Personal Data, in particular where the processing involves the transmission of data over a network, and against all other unlawful forms of processing.

In determining the technical and organisational security measures required in paragraph 3.1.3 of this Schedule 1, Nippy Marketer will take account of the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.

Nippy Marketer will implement the following specific security measures in respect of the Personal Data, as applicable:

Where do we store Customer data

Our systems are hosted on Microsoft Azure in US and EU regions. This allows us to provide a reliable service and keeps your data available whenever you need it.

This data center employ leading physical and environmental security measures, resulting in highly resilient infrastructure. For more information about its security practices here: https://www.microsoft.com/licensing/terms/product/PrivacyandSecurityTerms/MCA

Infrastructure Security

Another layer of security is the infrastructure. Our infrastructure is protected using multiple layers of defense mechanisms, including:

• ALL sensitive keys, secrets etc are stored in Azure Key Vault.
• Only authorized employees can access these keys.
• Our database uses TDE (Transparent data encryption). The connection key is stored in secure storage (Azure Key Vault), we have configured firewall to not allow external IP access.
• Sensitive data of all users that is stored in database is secured by hash.
• We use JWT for authentication, all JWT settings are stored in Key Vault, and JWT has limited lifetime.
• We have flexible permission system to prevent user from accessing data, that is not related to him.
• The system has CORS configured, which prevents forgery attacks.
• The configuration of redirect links in app registration in Azure and Google Console ensures that only authorized clients can authenticate.

Data Encryption

NippyMarketer.AI encrypts all data both in transit and at rest:

• Traffic is encrypted using TLS 1.3 with a modern cipher suite, supporting TLS 1.2 at minimum
• User data is encrypted at rest across our infrastructure using AES-256 or better
• Credentials are hashed and salted using a modern hash function

Physical Security

NippyMarketer.AI is a cloud-based solution, with no part of our infrastructure retained on-premise.

NippyMarketer.AI data is hosted on Microsoft Azure cloud infrastructure, where leading physical security measures are employed.

We perform weekly data backup.

Access Control

We know the data you upload to NippyMarketer.AI is private and confidential. We regularly conduct user access reviews to ensure appropriate permissions are in place, in accordance with the least privilege principle. Employees have their access rights promptly modified upon change in employment.