PROCIFY TERMS OF SERVICE

This is an Agreement (“Agreement”) between GRAPEVINE DIGITAL (“Grapevine”), having its registered seat at 8 Makedonon 11521, Athens Greece, and the entity agreeing to the terms herein (“you” or “Client”).

By using or accessing any part of Procify (“Service”), you agree that you have read, understand, and agree to be bound by these Terms of Service, as each time in force and effect. If you do not agree to these Terms of Service, you must not proceed to use or access the Service.

1. Definitions

1.1.Authorized Personnel means any of Client subcontractors, agents or other third parties who are approved by Grapevine in writing and authorized by Client to access the Service.
1.2.Aggreement means these present Terms of Service and the Order Form which together constitute the entire agreement between Client and Grapevine once the Order Form has been signed.
1.3. Data breach means a breach of security leading to the accidental loss or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, the Contract Personal Data.
1.4. GDPR means the Regulation (EU) 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”).
1.5. Personal Data means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.
1.6. Platform means the software as a service application offered to You through the websites procify.digital, grapevine.gr and grapevine.digital.
1.7. Procify means the Business Process Automation software as a service, which is provided through the Platform and consists of process digitization and automation services and any additional or ancillary services (implementation services or add-ons).
1.8. Service means Procify, the Platform and any additional or ancillary services provided by Grapevine under this Agreement, including implementation and support services, as detailed in the Order Form.
1.9. Software means the software, which may also include Open-Source Software that is licensed to, or made available to Client under this Agreement, as listed in the Order Form, together with any updates and upgrades.
1.10. Terms of Service means the present Terms of Service for the provision of the Service.
1.11. Website means the URLs procify.digital, grapevine.gr and grapevine.digital which host the Platform.

2. Object

2.1.Service. Upon acceptance of an Offer, Grapevine shall provide the agreed Service to You according to these Terms of Service and the Order Form.
2.2.Renumeration. For the provision of the Service, You shall pay to Grapevine the Fee corresponding to the Service ordered, as provided for in Article 5 of these Terms of Service.
2.3. Orders. By virtue of the Agreement, You have the right to submit Orders to Grapevine at any time for the provision of Services. You can either select to order one of the available plans, which You will pay and be subscribed to immediately, or You can request a custom plan and receive within fifteen (15) days an offer for it from Grapevine. Within five (5) days from the receipt of the Offer, You have the right to accept or reject our Offer. Upon your acceptance, each Offer becomes binding for the Parties and constitutes an integral part of the Agreement.
2.4. Binding Effect. By entering into a contract for the provision of the Service by electronic means through our Website you accept and agree with these Terms of Service and the terms of the Agreement.

3. Account Registration

3.1. In order to access and use the Service, you are required to register for a Procify account. You must provide and maintain accurate, current, and complete Account Information.
3.2. To set up and use your Procify Account, you may either (i) create a user ID and password to access your account; or (ii) use Third Party Login credentials, as provided by our authorised personnel, to access the Service.
3.3. You are responsible for maintaining the confidentiality of your Account. You agree to immediately notify Grapevine of any suspected or unauthorized use of your Account.
3.4. You agree that you are responsible and liable for all uses of the Service under your Procify Account, including without limitation, compliance with all applicable laws, regulations, and third-party terms.

4. Use of Service and Restrictions

4.1.Acceptable Use. Acceptable Use. You may only use the Service for lawful purposes, in compliance with applicable laws and regulations and in accordance with these Terms of Service, acting in good faith and in line with good business practices. Indicatively, You are prohibited from using the Service, the Platform and the Website and the Company's infrastructure and systems in the following ways:
- By uploading, modifying or maintaining content or software applications, which may jeopardize their uninterrupted functionality, information security and connectivity with the Internet or cause any kind of damage or even risk to the assets of Grapevine.
- By uploading, modifying or maintaining Content or software applications, which may create suspicions or indications that they violate any provision of current international, EU or Greek legislation, in particular criminal legislation, cybercrime / electronic crime legislation and legislation on the protection of intellectual property.
- By uploading, modifying or maintaining Content on which the Client has no right of transmission due to its confidential nature in accordance with applicable law or any contractual relationships, such as trade, tax, banking and medical secrets or secrets related to communications.
- By uploading, modifying or maintaining Content, which infringes any third party's intellectual property, such as intellectual property rights, patents, trademarks or any other type of third party's exclusive rights in intangible goods.
- By gaining access to, modifying, breaching security terms or interfering with or attempting to do such actions on the infrastructure and systems of Grapevine, as well as on any third party IT system.
- By using the Service as a source, intermediary, destination or otherwise contributing as a resource to actions related to sending spam e-mail, e-mail bombs, distribution of computer viruses or malicious software (eg. trojan horses), attacks against IT systems.
- By using software or code texts that, due to repeated execution of commands, cause the infrastructure and systems of Grapevine to be loaded beyond a reasonable level of capacity or operation.
4.2.Use for Own Purposes. For the provision of the Service, You shall pay to Grapevine the Fee corresponding to the Service ordered, as provided for in Article 5 of these Terms of Service.
4.3. Restrictions. By virtue of the Agreement, You have the right to submit Orders to Grapevine at any time for the provision of Services. You can either select to order one of the available plans, which You will pay and be subscribed to immediately, or You can request a custom plan and receive within fifteen (15) days an offer for it from Grapevine. Within five (5) days from the receipt of the Offer, You have the right to accept or reject our Offer. Upon your acceptance, each Offer becomes binding for the Parties and constitutes an integral part of the Agreement.
4.4. Suspension / Termination of Access to Content. By entering into a contract for the provision of the Service by electronic means through our Website you accept and agree with these Terms of Service and the terms of the Agreement.
4.5. Security Copies. By entering into a contract for the provision of the Service by electronic means through our Website you accept and agree with these Terms of Service and the terms of the Agreement.
4.6. Location. By entering into a contract for the provision of the Service by electronic means through our Website you accept and agree with these Terms of Service and the terms of the Agreement.

5. Fees & Payment

5.1.Obligation to Pay Fee. For the provision of the Service You have the obligation for the timely and appropriate payment of the Fee to Grapevine according to the provisions of this article.
5.2.Free Trial. Grapevine may offer the Service for an initial free trial period of 14 days, without any obligation for the payment of fees on your side.
5.3. Subscription Fee. The Client shall pay the Fee for the Service on a monthly or yearly basis according to the terms and conditions of the accepted Order Form and the Pricing Scheme of the Service, as each time in force and effect.
5.4. Payment Terms. Payment of the Fee shall be executed in the beginning of each contractual month. Upon payment of the Fee, Grapevine shall issue and deliver electronically the relevant invoice to the Client.
5.5. Means of Payment. Payment of the Fee shall be executed by debiting the Client's credit / debit / prepaid card or via bank transfer. Any charges for the execution of the payment shall be borne solely by the Client.
5.6. Taxes. The Fee does not include VAT, which is borne entirely by the Client. Other taxes, fees, duties, levies, withholding tax, etc., will be paid by the Contracting Parties in accordance with Greek law. The Fee is paid exclusively in Euros.

6. Duration - Termination

6.1.Free Trial Period. Upon execution of this Agreement, Grapevine offers the Service for an initial free trial period of 14 days.
6.2.Duration. Upon expiry of the free trial period, the Agreement shall acquire an indefinite duration and shall not expire unless terminated by virtue of the provisions of this article or by mutual agreement between the Parties.
6.3. Termination by the Client. The Client shall have the right to terminate the Agreement at any time, by not paying the Services’ fees or the renewal fees, without prior notice to Grapevine.
6.4. Termination by Grapevine. Grapevine may terminate the Agreement with immediate effect in case of breach by the Client of any of its obligations arising therefrom.
6.5. Suspension. Grapevine shall have the right to suspend the Service or any part thereof in case of breach by the Client of any of its obligations arising therefrom. Within five (5) days from the suspension, Grapevine shall serve the Client with a notice stating the grounds of the suspension.
6.6. Payment of Fee in case of Termination. In case of termination of the Agreement, any Fee already paid is not returned but retained in its entirety as monetary consideration for the provision of the Services until the termination of the Agreement.

7. Intellectual Property Rights

7.1.Guarantees. Grapevine declares that it owns or has a license or the right to use all the intellectual works or industrial property related to the provision of the Services and the provision of the Service does not impinge on any intellectual property rights of third parties. The Client expressly guarantees that he owns or has a license or the right to use for all the intellectual works or industrial property that he may upload or transmit to the Platform or the Website or use in relation to the Service.
7.2.Ownership. All works, intellectual or industrial, such as indicatively the Service, Platform, Software, Website, databases, texts, graphics, sounds, images, logos, interfaces, templates, ways of appearance and feeling (look & feel), trademarks and others distinctive features, as well as know-how, trade methods and trade secrets contained in or available through the Services, are subject to the Company's exclusive intellectual property rights, protected by European Union and international intellectual property law.
7.3. Intellectual Property Rights. The Service is available on a limited access basis. Not any intellectual property rights to the Service or the Platform are being conveyed to the Client. Grapevine has and retains all rights, title, and interest, including all intellectual property rights, in and to the Service, including all modifications, updates, upgrades, extensions, components, and all derivative works to the Service. All Grapevine’s rights not expressly granted under these Terms of Service are hereby retained.
7.4. Prohibition. Not any work or component or data related to the Service, the Platform, the Software and the Website may be recorded, copied, reproduced, translated, reproduced or otherwise converted, distributed, leased, publicly performed, transmitted, publicly displayed or otherwise made available to the public without the express written consent of Grapevine. In addition, graphics, logos, icons, interfaces and look & feel of the Service may not be used without the express written consent of Grapevine, especially in conjunction with products or services provided by the Client to third parties in any manner that may cause confusion to consumers or affect the reputation and image of Grapevine.
7.5. Trademarks. GRAPEVINE DIGITAL, the Grapevine logo, and all Grapevine product names (Procify, etc) are trademarks and/or service marks of Grapevine and third-party logos and product names are trademarks and/or service marks of third parties. Nothing in these Terms of Service shall be construed as granting any license or right to use any Grapevine or third-party trademark without the applicable prior written consent of Grapevine or the owner of the third-party trademark.
7.6. Client Portfolio. You hereby grant Grapevine the right to identify you as a Client of Grapevine and to use your logos and/or trademarks for that purpose.

8. Confidentiality

8.1.Definition. In the course of their cooperation, the parties may exchange confidential information. “Confidential Information” shall be any information exchanged between the Parties throughout the duration of the Agreement, such as business plans and methods, Client data, personal data, know-how, marketing practices, and other information held in confidence by the other party that is not generally known or available to the public.
8.2.Grapevine IP. Grapevine confidential Information will also include, but not be limited to, Grapevine’s proprietary technology, including Grapevine Services, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, network designs, know-how, trade secrets and any related intellectual property rights, including any derivatives, improvements, enhancements, or extensions of Grapevine’s technology conceived, reduced to practice, or developed during the term of this Agreement by either party that are not uniquely applicable to Client or that have general applicability in the industry.
8.3. Exceptions. Confidential Information does not include information that (i) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party.
8.4. Terms of Confidentiality. Each Party is prohibited from announcing, disclosing or making public the Confidential Information to any third party without the prior written and express consent of the other Party. The Parties shall protect Confidential Information from unauthorised access, use or dissemination and treat them with the same level of care that use to protect their non-public, confidential information. Neither party will use the other’s Confidential Information for purposes other than those necessary to directly further the purposes of this Agreement. Neither party shall disclose to third parties (except as required by law or to that party’s attorneys, accountants and other advisors as reasonably necessary) the other’s Confidential Information without the prior written consent of the other party.
8.5. Credentials. Usernames and passwords are personal and are to be considered part of Confidential Information of Client. The Client is at all times fully liable for all acts and omissions by Users whom the Client has granted access and agrees to indemnify Grapevine for all claims and losses related to such acts and omissions.
8.6. Termination. Upon expiration or termination of the Agreement, each Party is obliged to destroy / delete or deliver within ninety (90) days to the other Party any Confidential Information in its possession or in the possession of third parties acting on its behalf.
8.7. Survival. The obligations set forth in this paragraph will apply for the entire duration of the Agreement and for five (5) years following its expiration.

9. Data Protection

9.1.Data Privacy. Grapevine’s Privacy Policy, as published and in force at our Website, constitutes an integral part of these Terms of Service.
9.2.Ownership of Data. Grapevine does not own any Client data. The Client shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use its Client data.
9.3. Roles and Responsibilities. The Client acknowledges in all cases that Grapevine is the data processor of Client Data, and the Client is the data controller of Client Data under applicable data protection laws.
9.4. Compliance. The Client will fully comply with applicable data protection laws and regulations and hold Grapevine harmless in case of breach by the Client of this article.
9.5. Terms of Protection. To the extent that Grapevine has access to any Personal Data as part of Client Data that is subject to the GDPR on Client’s behalf, the processing should be carried out according to the Data Processing Agreement (DPA), which it has signed with the Client.
9.6. Special Categories of Data. You may not use the Service for any high-risk data processing activities or upload or transmit any special categories of data. Grapevine has no liability under these Terms of Service for any High-Risk Activities or Sensitive Personal Data in violation of the abovementioned term.
9.7. Security. Grapevine has implemented and applies appropriate information security measures, such as enforcement of strong passwords or authentication via SSO vendors that follow a strong password policy (Google, Microsoft), use of firewalls, etc. The applicable technical and organization measures are in details described in the Grapevine’s Privacy Policy.

10. Guarantees

10.1.Good Standing. Both Parties represent that: (i) they are a valid legal entity in good standing under the laws of the jurisdiction in which they are organized and (ii) they have full power and authority to enter into these Terms of Service and any Contract, which will create a binding agreement between the parties.
10.2.Performance. If you are a paid subscriber to the Service, Grapevine warrants to you that it will provide the Service during the Subscription Term substantially as described in our Agreement under normal use. In no case does Grapevine guarantee that the Service will be uninterrupted or without any type of error, free from viruses and similar elements. In the event of any breach of this warranty, your exclusive remedy will be the re-performance of the Service or, if this is not possible, you may terminate your Grapevine Account as set forth above and we will refund your payment. However, you must notify us in writing of any deficiency within ten (10) days from receipt of the deficient Service in order to refund the payment.
10.3. Quality. Grapevine expressly represents and warrants that it will provide the Service and perform its obligations under the Agreement in a timely and efficient manner, maintaining a reasonable level of professionalism and quality and in accordance with good commercial practices.
10.4. GRAPEVINE SERVICES AND ALL INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) AND OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU ARE PROVIDED BY GRAPEVINE ON AN “AS IS” AND “AS AVAILABLE” BASIS, UNLESS OTHERWISE SPECIFIED IN WRITING. GRAPEVINE MAKES NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IN CONNECTION WITH THE SYSTEM OR SYSTEM SERVICES PROVIDED TO YOU UNDER THIS AGREEMENT. WE DO NOT AND CANNOT WARRANT THAT THE SYSTEM WILL OPERATE WITHOUT ERRORS, OR THAT ANY OR ALL SYSTEM SERVICES WILL BE AVAILABLE AND OPERATIONAL AT ALL TIMES. FINALLY, WE DO NOT MAKE ANY WARRANTY THAT THE RESULTS OF USING THE SERVICE WILL MEET CLIENT REQUIREMENTS.
10.5. Third Part Software. Nothing in this Agreement may be interpreted as providing a warranty by Grapevine to the Client regarding third party software programs.

11. Limitation of Liability

11.1.Disclaimer. Disclaimer. Due to the open and insecure nature of the internet, we shall not be liable to You for any incidents that have an impact on the Service and are outside its scope of responsibility, such as incidents related to:
- Force majeure.
- Restrictions or outages in third-party infrastructures or systems, which due to interconnection with the internet affect our infrastructures and systems.
- The non-delivery or non-transmission of e-mail messages or TCP / IP packets of data through the internet.
- The unauthorized access, modification, violation of security conditions or obstruction of operation or the attempt of such actions by third parties against the IT infrastructure and systems of Grapevine.
- The sending of unsolicited (spam) e-mail, e-mail bombs, the distribution of computer viruses or malicious software, denial of service attacks and ransomware against IT systems affecting the Company's infrastructure and systems.
- Any other illegal or malicious activity of a third party, which in any way affects the Service.
11.2. IN NO EVENT SHALL GRAPEVINE BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF GRAPEVINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH GRAPEVINE RELATED TO ANY OF THE SERVICE SHALL BE TERMINATION OF SUCH SERVICE. IN NO EVENT SHALL GRAPEVINE’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE LAST 3 MONTHS FEES PAID BY YOU TOWARDS SUCH SERVICE.

12. Assignment

12.1.Channels of Communication. Channels of Communication. Grapevine may provide you with notices through your e-mail address or SMS and other messaging services through your mobile phone. You are responsible for ensuring that your contact information is both current and accurate in your Account. In relation to the Service and the Agreement, You may contact Grapevine by written notice at:

Grapevine Digital, Makedonon 8, 11521 Athens, Greece, e-mail: info@grapevine.gr.
12.2.Evidence. Any declaration of intent, Order, Offer, Approval, termination of Agreement as well as any communication that takes place between the Parties using the above electronic means of communication is valid and constitutes undisputable evidence for the Parties equal to that of a handwritten signature.
12.3. Waiver. Each Party hereby expressly and unreservedly waives the right to challenge the validity or evidentiary force of a declaration of intent, Order, Offer, Approval, termination of the Agreement as well as any communication between the Parties for the sole reason that it took place with the above electronic ways of communication.

14. Force Majeure

14.1.Liability in Case of Force Majeure. The Contracting Parties shall not be liable to each other for the breach of the terms of the Agreement or their inability to fulfill their obligations under the Agreement, as long as this breach or inability is due to a fortuitous event or an event of force majeure.
14.2.Events of Force Majeure. As event of force majeure shall be considered any incident, for which the Party, which is in a position of weakness, bears no responsibility and any results of which it cannot reasonably prevent, such as indicatively: war, riots, extreme weather phenomena, strikes, marches, blockades, fires, explosions, acts of sabotage, acts of Greek, EU or other authorities with public authority, sending of unsolicited electronic mail (spam e- mail), electronic mail "bombs" (e-mail bombs), distribution of computer viruses or malicious software ( eg . trojan horses ), attacks against IT systems (DD oS Attacks ), ransomware, corruption, eavesdropping or spamming, any other illegal or malicious action of a third party, which in any way affects the Platform and the Service.
14.3. Obligations in Case of Force Majeure. Throughout the duration of an event of force majeure, the Contracting Parties are obliged to take reasonable measures to comply as soon as possible with the terms of the Agreement.
14.4. Notification. The Party prevented from fulfilling its obligations must inform the other Party accordingly within a reasonable time and in any case no later than seventy two (72) hours from the time when the relevant notification became possible.

15. Governing Law & Jurisdiction

15.1.Governing Law. This Agreement shall be governed by the laws of the Greek State.
15.2.Jurisdiction. All disputes arising out of or relating to these Terms of Service will be submitted to the exclusive jurisdiction of a court of competent jurisdiction located in Athens, Greece, and each party irrevocably consents to such personal jurisdiction and waives all objections to this venue.

16. Modification of Terms of Service

16.1.Update. Grapevine reserves the right to modify or update these Terms of Service from time to time. The updated version of the Terms completely replaces all previous versions.
16.2.Enforcement. Any modification or update of the Terms of Service shall come in force and effect from the publication of the updated version of the Terms on the relevant webpage of our website.
16.2.Binding Effect. By continuing to access or use the Service, you agree to be bound by any amended or updated version of the Terms of Service.
16.2.Right to Terminate. You may terminate this Agreement with immediate effect if you don’t agree with the modified or updated version of these Terms.