1. PARTIES

1.1. This Licence Agreement is concluded between:

(a) Venipak Lietuva, UAB, company reg. No. 300906055, registered address Konstitucijos pr. 18, LT-09308, Vilnius, tel. +370 700 55221, email [email protected], hereinafter – “Venipak” or “We/Us/Our”, and

(b) You, the user of the App for your own needs or for the needs of a legal entity on the basis of the power of attorney of such legal entity, as an employee of such legal entity, hereinafter referred to as the “User” or “You/Your/Their”.

YOU AGREE AND ACKNOWLEDGE THAT BY USING THE APP, YOU HAVE READ AND UNDERSTOOD THIS LICENCE AGREEMENT AND AGREE TO COMPLY WITH ITS TERMS AND CONDITIONS.

2. SUBJECT OF THE AGREEMENT

2.1. Venipak grants you a licence (the “Licence”) to use the App in the ways set out in this Licence Agreement. This Licence is non-exclusive, revocable, non-transferable, non-assignable and royalty-free (unless specifically stated otherwise). It allows the User to obtain information and use the App for Their own or Their company’s (employer’s) needs, excluding any other purposes. Venipak may terminate the Licence at its sole discretion without prior notice.

2.2. Venipak provides and makes available the App, its content and services, and You use the App, and access the services provided through the App, in accordance with the terms and conditions set out in this Licence Agreement.

2.3. By downloading, installing, copying or using the App, You agree to comply with this Licence Agreement.

2.4. By using the App and the content and services contained therein, You also accept the following:

(a) the Venipak Parcel Delivery Rules, available online at https://venipak.com/lt/en/terms-of-delivery/.

(b) the Venipak Cookie Policy, available online at https://venipak.com/lt/en/cookie-policy/.

(c) the Venipak Privacy Policy, available online at https://venipak.com/lt/en/privacy-policy/.

(d) the links to third party websites provided in the App (e.g. the websites of payment services providers)

2.5. Venipak reserves the right to amend this Licence Agreement at any time. In the case of an amendment, the updated agreement will be published at venipak.com. By continuing to use the App, You signal Your acceptance of the amended Licence Agreement.

3. SCOPE OF THE LICENCE

3.1. The App is licensed, not sold. The Licence Agreement only grants You certain rights to use the App. Venipak reserves all other rights.

3.2. You may only use the App as it is expressly permitted in this Licence Agreement. In doing so, You must comply with any technical limitations in the App that restrict it to certain uses only.

3.3. Services available or purchased through the App may also be subject to additional terms and conditions, which You agree You will read and accept.

4. ACCESS TO THE APP

4.1. Venipak reserves the right to modify or discontinue, temporarily or permanently, the use of the App or the services available on or through the App (or any part thereof) at any time, with or without notice.

4.2. You agree that Venipak shall not be liable to You or to any third party for any modification, suspension or termination of the use of the App or the services provided through the App.

4.3. Venipak reserves the right to modify or restrict the use of the App at any time. In addition, Venipak may restrict access to some or all parts of the App, or the content or services contained in or available through the App.

4.4. You are responsible for ensuring that You take all necessary steps required to use the App, including but not limited to: ensuring access to a mobile data network, ensuring that the battery in Your device is sufficiently charged, and taking all other steps necessary to use the App. All costs associated with accessing the App, whether hardware, software or internet based, are the sole responsibility of the User.

4.5. The User must provide accurate, complete and up-to-date information in accordance with the instructions on the App and update it on a regular basis. Failure to do so will invalidate the User’s registration and Venipak reserves the right to take any measures necessary to permanently or temporarily suspend the User’s access to the App or any part thereof.

4.6. Although Venipak may take precautions against security breaches, no website, application or transmission of data over the internet is 100% secure and You acknowledge that neither We nor any third party associated with Us shall be liable for any damages, costs, or losses that may result from the interruption or interception of communications, unauthorised access, hacking, viruses, etc.

5. IMPROPER USE

5.1. You may not alter, copy, remove, modify or supplement the App or any part thereof, to sell, copy, distribute or license it, or misuse the App in any way. Your right to use the App shall immediately cease if You violate the terms and conditions of the use of the App set forth in this Licence Agreement.

5.2. You may not copy, distribute, remove the App or its components, or produce any derivative products using them.

5.3. You must comply with the following restrictions when using the App:

(a) You may not use, modify, translate or reproduce the App, transfer the rights to use the App or copies of the App in any manner not specified in the Agreement.

(b) It is prohibited to sell, sub-license, rent, lease or lend the App.

(c) It is prohibited to modify, reverse engineer or disassemble (decompile) the App or otherwise attempt to discover the source code of the App.

(d) You agree to use the App only in the manner consistent with the applicable laws of the jurisdiction in the country where You are using the App, including applicable copyright restrictions and other intellectual property rights.

(e) You agree that You will only use the App and its functions in the manner that does not restrict access of other end users to the App and the content and services contained therein. Venipak reserves the right to limit the scope of the services available to individual end users to maximize the number of end users. Limiting the scope of the services completely eliminates access to the functions of the App and any information relating to any of the functions of the App that is stored on Venipak or third party servers.

(f) You may not use the App in any manner that could damage, disable, impair or interfere with the operation of the App, its servers or the network(s) connected to the server, or interfere with any other party’s use of the App or the services available on or through it

(g) You may not hack into the App or insert malicious code into the App. You may not attempt to gain unauthorized access to any services, portions of the App or other content published on the App, other accounts, computer systems or networks connected to any server, by hacking, password mining, or any other means. Unauthorised use of the App, its content or services will be investigated and appropriate legal action may be taken.

5.4. You can only download the App from platforms and sources authorised by Venipak, for example, the Venipak website, the App Store, etc.

6. PROPERTY RIGHTS

6.1. Venipak is the owner of all intellectual property rights to the App, the content of the App, including the appearance of the App, including but not limited to, the texts, drawings, illustrations, logos, animated and non-animated images, databases, and photographs within the App. Venipak retains all rights to the App. Accordingly, the User may not, directly or indirectly, download, extract, store, use, reproduce, sell, disclose, display, distribute, adapt and/or borrow the content of the App protected by intellectual property rights in any medium, by any means and in any form without the express consent of Venipak.

6.2. Any use of Venipak and/or Venipak subsidiaries’ trademarks, company names, brand names and other distinctive signs without the permission of the right holders is prohibited. Any reproduction or display of the App or any component thereof using any process, in whole or in part, without the express prior permission of Venipak is strictly prohibited and shall constitute an infringement.

6.3. Venipak and/or its licensors (if any) hold all rights, including, without limitation, the proprietary rights and intellectual property rights, to the App. These rights are protected by legislation and international agreements and any other applicable national laws of the country in which the App is used.

6.4. The structure, organisation and code of the App are the valuable trade secrets and confidential information of Venipak and/or its licensors.

6.5. It is prohibited to make copies of the App (other than for the purpose of using the App by installing the App on Your device). The same copyright and other proprietary notices apply, as set out in this Licence Agreement, and apply to all copies that You might make based on this Agreement.

7. PERSONAL DATA PROTECTION

7.1. Venipak and the App may collect and use technical data and related information, including, but not limited to, technical information about Your device, system, application and peripherals, and other data, to periodically facilitate the provision of updates to the App, product support, and other services (if any) to You in connection with the App. Venipak may use this information (provided that it is in a form that does not personally identify You), to collect user feedback, to improve its products, or to provide services to You. Once You have accepted the Licence Agreement and have enabled notifications on Your device, We will send You notifications in the App (e.g., information about amendments to this Licence Agreement, information about the services available on the App, etc.). To provide relevant and valuable notifications to users of the App, We may use automated analysis of this information to sort this information by various attributes. It is important to note that Our data analysis does not have any legal or similarly significant impact on You. If You no longer wish to receive these notifications, You can revoke this permission through Your device settings. By doing so, however, Venipak will no longer be able to provide You with any further notifications on the App, including in relation to material changes (e.g. amendments to this Licence Agreement).

7.2. The User grants Venipak permission to transfer, process and store data that would allow Venipak to identify the User. You also agree that Venipak would use its own methods to verify whether You are using the App in accordance with the terms and conditions of the Licence Agreement. You agree to the transfer of data by means of communication between the App and Venipak, or between the computer systems of Venipak data processors, in order to ensure the operation of the App and the authorization function for its use and to protect Venipak’s rights. Under this Licence Agreement, Venipak will be able to transfer, process and store essential data, that will identify You for the purposes of accounting, this Licence Agreement, and will be able to transfer notifications and/or messages to Your device.

7.3. Detailed information on privacy and the protection of personal data is available at https://venipak.com/lt/en/privacy-policy/. By accepting this Licence Agreement, You are also accepting Venipak’s Privacy and Cookie Policies.

7.4. When performing Venipak audits, the personal data of the User and their representative processed by Venipak may be made available to the auditors. Such processing of personal data is carried out on the basis of a legal obligation, for the purpose of carrying out an audit.

7.5. The User has the right to request access to their personal data processed by Venipak and personal data processing processes, to correct personal data, to delete them in cases provided for in law or to restrict data processing. The User may exercise these rights by submitting a signed request by email or by visiting Venipak’s office to submit the request directly. The User also has the right to lodge a complaint with a supervisory authority, in particular in the EU country where they are domiciled or where they work or where the alleged infringement took place. The supervisory authority in the Republic of Lithuania is the State Data Protection Inspectorate.

8. CONFIDENTIALITY

8.1. The structure and code of the App are valuable trade secrets and the confidential information of Venipak and/or its licensors.

8.2. The User undertakes to keep secret and not to disclose any confidential information and to not use it for purposes unrelated to the performance of their obligations under this Licence Agreement. Accordingly, the User undertakes to ensure that their employees, contractors and subcontractors, or other persons, if any, will also observe similar confidentiality requirements. The User shall be liable in the event of any breach of the confidentiality obligations set out in this section by their employees or other users.

8.3. The provisions of this Licence Agreement regarding the protection of confidential information shall remain in force during the term of this Agreement and will continue indefinitely following the termination of this Licence Agreement.

9. LIABILITY OF THE PARTIES

9.1. The User acknowledges and agrees that, to the extent not prohibited by law, in no event shall Venipak, its subsidiaries and affiliates, or its licensors be liable for any loss of profits, revenues, sales, data or purchase prices, property damage, personal injury, business interruption, leak of business information or for any special, direct, indirect, incidental, economic, insurance, injunctive, extraordinary damages, arising from the agreement, tort, negligence or other liability arising in connection with the use of, or inability to use, the App, regardless of how such damages arose or whether Venipak or its representatives were notified or should have been aware of the possibility of, such damages. Since some countries and jurisdictions prohibit the exclusion of certain liability, but allow that the limitation of liability, the liability of Venipak, its employees, licensors or affiliates is limited to the amount of the licence fee.

9.2. If the App allows the User to publish User content, the User undertakes to comply with applicable legislation and to refrain from making any defamatory, degrading, derogatory, libellous, violent, discriminatory, racist or xenophobic statements in the User’s content. Venipak reserves the right to administer the content posted by the User, and also reserves the right to refuse to publish it without providing any justification, and to initiate legal proceedings if necessary. The User undertakes to indemnify and hold Venipak harmless from any and all liability, claims or actions brought against Venipak or the User on any grounds whatsoever in connection with the content published by the User.

9.3. The User shall be liable for non-performance or improper performance of its obligations on the basis of this Licence Agreement and all documents related to this Agreement and in accordance with the procedure established by legislation and other legal actions.

10. REPRESENTATIONS AND WARRANTIES

10.1. The User represents and warrants that:

(a) The User’s legal capacity is not limited in any way and that the User is entitled to enter into this Licence Agreement and to assume all the obligations identified therein.

(b) The User has full power and authority to sign and execute this Licence Agreement and to carry out the transactions specified in this Agreement. The obligations assumed in this Licence Agreement are valid, binding and enforceable in accordance with the terms and conditions of the Licence Agreement.

(c) The execution and performance of this Licence Agreement and the performance of its terms and conditions do not conflict with or violate any terms and conditions or provisions contained in (i) the articles of association of the User or the User’s employer or in any other documents governing the User’s business (if applicable); (ii) any judgment, order, instruction, decree or ruling of any court, arbitration or government or local authority applicable to the User; (iii) any agreement, licence, commitment or permit to which the User is a party; or (iv) any applicable legislation.

(d) The User shall act prudently and shall be properly, fully and sufficiently informed as to the contents and substance of this Licence Agreement.

11. THIRD-PARTY CONTENT IN THE APP

11.1. The App may contain third-party content. To the fullest extent permitted by applicable legislation, Venipak is not responsible for, and does not guarantee the accuracy of, any third party content.

11.2. The App may contain links to third party websites. Venipak does not control any third party websites and is not responsible for the content of any third party website or any third party actions.

11.3. The inclusion of any link does not imply endorsement by Venipak of, or responsibility for, any website or the content therein. When You use a third-party website, You will likely to be subject to the terms and conditions of use and the privacy policies of each of these websites, and it is the User’s responsibility in each case to familiarize themselves with and give/decline consent for any such terms and conditions.

11.4. If the App contains links to the websites of other third parties, Venipak does not guarantee that the information that can be viewed by clicking on these links is correct, complete or accurate. The content, correctness, completeness and accuracy of the information provided by third parties is the responsibility of the third parties. Venipak is under no obligation to verify the transferred or stored external information or to detect illegal activities.

12. ASSIGNMENT OF RIGHTS

12.1. The User may not assign or transfer all or part of its rights and obligations under this Licence Agreement to a third party without the written consent of Venipak.

13. TERM AND TERMINATION

13.1. Your agreement shall take effect on the date on which You accept the terms and conditions of this Licence Agreement. It will remain in force until terminated by You or Us. Your rights under this Licence Agreement will terminate automatically if You fail to comply with any individual provision of the agreement.

13.2. You may terminate the agreement permanently at any time at Your own expense by removing, destroying or returning the App, all backup copies and related material.

13.3. Upon termination of this Licence Agreement for any reason, You must ensure that any use of the App is discontinued and ensure that all copies of the App used by You are destroyed. Notwithstanding the termination of this Licence Agreement, You are still required to pay for the services ordered through the App.

13.4. Venipak has the right to unilaterally terminate the Licence Agreement with immediate effect, if the User:

(a) violates the terms and conditions of use of the App, or performs illegal actions using the App.

(b) in other cases provided for by law.

13.5. You agree that Venipak can, in addition to any other legal or equitable remedies, remotely disable the App following any termination of this Licence Agreement.

14. NOTIFICATIONS

14.1. All notifications, consents and other communications under the Licence Agreement with respect to Venipak shall be made in writing and shall be deemed to have been duly served when actually received and may be:

(a) delivered in person or by registered mail.

(b) sent by email.

(c) sent by courier (with written acknowledgement of receipt).

(d) sent using the functionality available in the App (if any).

14.2. All notifications, consents and other communications Under this Licence Agreement, all notifications, consents and other communications to Venipak, shall be in writing and shall be deemed to have been duly given when actually received and capable of being:

(a) sent by email.

(b) sent electronically by other means (e.g. using the functionality of the App).

14.3. If the notice is sent by email, it shall be deemed to have been received by the party on the same day if it was sent on a business day before the end of business hours, or the next business day if it was sent on a non-business day or after business hours.

15. OTHER CONDITIONS

15.1. Disputes between the parties shall be settled by negotiation. In the event of a failure to resolve a dispute by negotiation, the dispute shall be settled in accordance with the procedure established by the laws of the Republic of Lithuania, in the courts of the Republic of Lithuania, and the Licence Agreement shall be governed by and interpreted in accordance with the law of the Republic of Lithuania, except where the law establishes a different jurisdiction and/or applicable law for the resolution of a dispute. The User agrees that this Licence Agreement is not subject to the principles of conflicting rights and the United Nations Convention on Contracts for the International Sale of Goods.

15.2. If any provision of this Licence Agreement is deemed by a court to be illegal, invalid or unenforceable, the other provisions of this Licence Agreement shall remain in full force and effect. Any provision of this Licence Agreement that is found to be illegal, invalid or unenforceable in whole or in part, shall remain in full force and effect to the extent that it has not been found illegal, invalid or unenforceable. Venipak will replace such illegal, invalid or unenforceable provisions of this Licence Agreement with legal, valid and enforceable provisions that are as close in meaning as possible to the parties’ intentions as they existed at the time of the execution of this Licence Agreement. The Parties will use their best efforts to enforce all provisions of this Licence Agreement.

15.3. Unless otherwise specified in this Licence Agreement, any delay in performing an obligation or exercising a right under this Licence Agreement shall not constitute a waiver of that obligation or a waiver of that right.

15.4. The User confirms that They have read, understood and accepted all the terms and conditions of the Licence Agreement. The User declares that They sign (confirm) the Licence Agreement of Their own free choice and will, without any deception, coercion or pressure that might lead the User to enter into this Licence Agreement.