Legal documents

MesoSim and Deltaray Institutional is governed by The Enterprise Terms and Conditions (below). Deltaray's Privacy Policy and Cookie Policy also applies.

Enterprise Terms and Conditions

Between

Customer

And

Deltaray Research Ltd.

This Enterprise Terms and Conditions (“Terms” or ”Agreement”) is made between Deltaray Research Ltd. ("Deltaray" or “Us”, “We”) and your organization ("Customer", “You”). This Terms govern access to and the use of MesoSim and related services, which include and are not limited to MesoSim, Q-API , and other associated services provided by Deltaray ("Services” or “MesoSim”).

The specific configuration controlled by this contract is documented in the designated Order Form.

By signing this contract, you accept this Agreement as a Customer. If you as the duly representative of the Customer are agreeing with this Terms by an organization, You are agreeing to this Terms acting on behalf of that organization with your full authority to bind that organization to accept this Terms and enter into a contractual relationship with Deltaray.

1. Scope of the Services

The Customer’s specific configuration and the requested services are documented in the Order Form.

1. MesoSim Cluster

Deltaray will provide access to a MesoSim cluster, which includes API access and potential to extend with customer-owned data (based on custom agreement).

2. Professional Services

The Customer may request Professional Services from Deltaray.

Scope of Professional Services are:

• Strategy consultancy and implementation
• Data pipeline development

Professional Services are provided based on a custom agreement between the Customer and Deltaray. Rates described in the Pricing Table (Appendix 1).

3. Q-API Node [Optional]

The Agreement may include Q-API node(s).

4. Onboarding Education

The package includes 5 hours of onboarding education, which the Customer can schedule within the first 6 months of the contract.

5. Dedicated Support Channel

To allow direct communication with the support staff, we create a dedicated support channel.

2. Service Level Agreements

   1. Service

      1. Availability and Scheduled Maintenance

Deltaray commits to using commercially reasonable efforts to minimize disruptions and promptly address any issues with the Services, including performance lags, operational malfunctions, data refresh delays, interruptions, or system errors.

Deltaray aims to maintain the Services’ operational uptime at 98% throughout the rolling calendar year, not including times allocated for scheduled preventative maintenance.

Window for preventative maintenance reserved for an average one (1) hour per week, which might not be used every week.

While working to ensure reliable service, Deltaray does not guarantee uninterrupted availability of the Services or any of the individual components.

Issues and outages caused by third-party suppliers and integrations are outside of the control of Deltaray and therefore are excluded from our service level commitments.

2. Issue Reporting and Resolution Processes

Support ticket response: Within 1 business day upon opening, Deltaray investigates each issue reported by the Customer. Deltaray will make all reasonable efforts to quickly address and resolve the reported issues.

Deltaray’s support service is available via the Support contact form.

3. Support Availability and Hours of Operation

The normal hours of operation for the Support Service are Monday-Friday from 9:00 AM to 5:00 PM (Central European Time) excluding public holidays in Hungary.

4. Handling Outages

Deltaray is committed to maintaining the highest level of service reliability and performance. In the event of an outage, Deltaray will employ best efforts to promptly address and resolve the issue to minimize disruptions to our clients. While we work to achieve quick resolution times, we do not guarantee specific recovery or resolution times. Outages will be handled with priority given to restoring service functionality as quickly and efficiently as possible. Clients will be informed of the status of the outage and any expected recovery timelines through regular updates.

5. Service Updates

Deltaray may update the service periodically and will inform the Customer if changes materially reduce functionality.

2. Data Integrity

Deltaray relies on data acquired from providers. The data may have missing or inaccurate data points. Deltaray may employ commercially reasonable efforts to mitigate the impact of supplier data issues. Inaccurate data may impact research results and the customer is responsible for taking this into account.

3. Customer Responsibilities and Use Compliance

Authorized users (“User” or “Users”) may access and use the Service in accordance with this Terms. Each User must have a professional relationship with the Customer, such as being an employee, contractor, or agent of the Customer.

The Customer is responsible for managing the use of the Service by its Users and ensuring that all interactions with the system comply with the Terms.

1. Confidentiality and Security

   1. Customer Ownership and Privacy

All trading strategies created and implemented by the Customer using the Service remain the sole property of the Customer. Deltaray acknowledges that such information is considered confidential and will not be accessed, used, or disclosed by Deltaray except as explicitly outlined in this section or as required by law.

2. Support Access

In cases where support services are required to resolve technical issues or to provide troubleshooting assistance, the Customer may be asked to share specific details of their trading strategies or systems with Deltaray’s support team. This information will only be used for the purpose of addressing the Customer's support requests and will be handled with the utmost confidentiality.

3. Security Measures

Deltaray will employ industry-standard security measures to protect the confidentiality of trading strategies during support interactions and normal operation. Access to this information will be restricted to authorized support personnel and will not be shared outside of Deltaray.

4. Compliance

Deltaray complies with applicable data protection regulations to ensure that all trading strategies are safeguarded. The Customer is encouraged to review the Privacy Policy for additional details on how Deltaray handles and protects data.

2. Prohibited Activities

The Customer agrees not to misuse the Services, which covers, inter alia the following:

• Probe, scan, or test the vulnerability of any system or network;

• Breach or otherwise circumvent any security or authentication measures;

• Access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you haven't been invited to;

• Interfere with or disrupt any user, host, or network, for example by sending a virus, overloading, flooding, spamming;

• Send unsolicited communications, promotions or advertisements, or spam;

• Use automated or other means to create accounts in bulk or to access the Services other than by using the provided official interface and/or authentication solution.

  1. Account Sharing

The Customer agrees that each User must have a unique identifier and that sharing account credentials is strictly prohibited. This measure is to maintain the security and integrity of the Service and to ensure compliance with audit and control policies. Violation of this policy may result in suspension or termination of the access to the Service.

3. Fair Use Clause

The Customer agrees to use the Service in a manner consistent with the intended purpose and limits outlined in this Terms. Excessive or abusive use that negatively affects other users, the platform's performance, or requires disproportionately high resources may result in corrective actions, including service suspension or termination.

4. Restrictions on Service and Commercial Use

The Customer must not sell, resell, sublicense, or lease the Service or its authentication solutions.

The Customer agrees not to use the Services for any commercial purposes outside the scope of the Customer’s internal business operations unless explicitly authorized by Deltaray.

The Customer shall not reverse engineer the Services in any form.

The Customer must not use the Services for activities where its use or failure could result in physical harm, death, or personal injury.

5. Security and Unauthorized Use

The Customer is responsible for preventing unauthorized use of the Services and must terminate any unauthorized use or access immediately.

The Customer agrees to notify Deltaray immediately if any unauthorized use or access occurs.

6. Compliance with Privacy Policy

The Customer must ensure that all data provided and processed through the Service complies with the Privacy Policy and relevant data protection laws.

7. Legal and Regulatory Compliance

The Customer must comply with all applicable laws and regulations related to the use of the Services and abide by this Terms.

By adhering to these guidelines, the Customer helps ensure a secure, efficient, and compliant use of the Services.

8. Age Restriction

The Customer warrants that all Users authorized to access and use the Services are 18 years or older. Access to the service by individuals under the age of 18 is prohibited.

4. Fees & Payment Terms

   1. Payment Terms

The Customer will pay all applicable fees for the Service using wire transfer. The relevant fees are shared with the Customer as a custom-made offer.

Payments are due within 10 business days of receiving the invoice. Annual Service and Initial Setup Fees are due upfront (see 4.2), monthly usage adjustments are due after the service month (specifics detailed in 4.4).

The Customer is solely responsible for providing complete and accurate billing and contact information to Deltaray.

The Customer is solely responsible for all taxes, duties, and other similar charges, imposed as a result of its receipt of services under this Terms, including but not limited to sales, use, and value-added taxes.

2. Annual Service and Initial Setup Fee Invoicing

Upon signing the contract the first invoice for the annual fee and other relevant charges is issued. This covers the forthcoming year of service. Renewal dates are triggered by the successful deployment of the Service.

Subsequent payments are invoiced with the standard 10-business days due date, and are due on the day of the subscription renewal.

Annual Service fees for subscription and quotas for cloud usage are listed in Appendix 1. Fees are reviewed annually prior to subscription renewal (see 9.1).

3. Tracking and Monitoring Usage

At the end of each month, Deltaray calculates the total cloud usage. Deltaray compares this against the quota and documents any excess, and informs the Customer about the status. If Deltaray notices any excess storage usage, We additionally might inform the Customer mid-month on a best effort basis.

4. Monthly Usage Adjustments

Deltaray informs the Customer about the monthly adjustment amount until the 5th working day of each month. If the amount is smaller than $100, the amount will be carried over to the next month. An adjustment invoice is issued once every twelve months even if the total amount doesn’t reach $100.

5. Late payments

Invoices are due and payable within 10 business days from the date of issuance.

If payment has not been received by the due date, a late fee of 2% per month on any outstanding balance may be applied.

Access to our Services may be suspended if an account remains delinquent for more than 30 days.

Reinstatement of service will occur once the full balance due has been paid. All recovery costs incurred, including but not limited to legal fees, collection agency fees, setup fees and other related costs, will be the responsibility of the Customer should the overdue payment require such actions.

5. Suspension of Access to the Services

   1. General Suspension Conditions

Deltaray reserves the right to suspend or terminate a User’s access to the Services under the following conditions:

• If the User breaches any conditions outlined in this Terms.

• If the User employs the Services in a way that Deltaray reasonably believes could damage the integrity, performance, or reliability of the service or infringe upon the rights of other users or Deltaray itself or harms this Terms.

  2. Emergency Situation

Notwithstanding anything in this Terms, if there is an Emergency Situation, Deltaray may immediately suspend access to the Services without prior notice to ensure the security and operational integrity of the service.

Definition of Emergency Situation:

• The use of the Services disrupts (or threatens to disrupt) the normal operation or the underlying infrastructure, potentially affecting other users.
• There is unauthorized third-party access that compromises the secure and normal operation of the Services.

Deltaray will undertake commercially reasonable efforts to limit the duration of any suspension caused by an Emergency Situation to the minimum necessary to resolve the issue and restore secure and stable service.

3. Communication and Resolution

Deltaray will inform the affected User(s) of the reason for suspension as soon as it is practical under the circumstances.

Access will be restored once Deltaray determines that the User has addressed the breach resulting in suspension, or the emergency condition has been resolved, ensuring compliance with the Terms and restoration of security and service stability.

6. Copyrights & other Intellectual Property Rights

   1. Ownership and Rights

Deltaray retains exclusive ownership and all Intellectual Property Rights in and to the Services, including any software, applications, inventions, and any other intellectual property developed and maintained in connection with it, any Deltaray trademarks and brand features. Intellectual Property Rights include, but are not limited to, patents, moral rights, copyrights, trade secrets, trademarks, and any rights of a similar nature worldwide.

Copyrights extend to the whole of the Services as a Software product and its parts separately as well. Under this Terms, Deltaray shall withhold all rights vested in the Services, except for those that the Customer and/or the User is entitled to according to explicit legal regulations or that of this Terms.

2. License Grant

Under the terms of this Agreement, Deltaray grants the Customer a non-exclusive, non-transferable, revocable license to use Services solely for the Customer's internal business operations. This license does not include the right to perform any of the following:

• To duplicate, multiple the Services (to make a copy thereof);

• Sub-license, sell, rent, lease, lend, transfer, provide access to third parties outside the Customer’s organization, assign, or distribute the Services;

• Modify, make derivative works of, disassemble, decompile, or reverse engineer any part of the Services;

• Translate the Services (including translation (compilation) to other programming languages);

• Access the Services in order to build a similar or competitive service or product; or

• Utilize the Services in other products, not even with the aim of achieving cooperation with other products, unless agreed otherwise.

• Use the Services in any way that infringes on the intellectual property rights of Deltaray or others.

  3. Limitations of Use

The Customer acknowledges that the Services and any trademarks or service marks of Deltaray are the property of Deltaray and must not be used in any manner not expressly authorized by this Agreement. The Customer further agrees not to use the Deltaray trademarks or any similar marks in any manner that would imply Deltaray's affiliation with or endorsement, sponsorship, or support of a third party product or service without prior written consent from Deltaray.

4. Custom Developments

Any developments, customizations, or modifications made to the Services by or for the Customer, whether independently or at the Customer’s request, shall remain the property of Deltaray unless otherwise agreed in writing. The Customer shall provide Deltaray with all assistance necessary to document, perfect, and maintain Deltaray's rights in the developments.

5. Protection of Intellectual Property

Deltaray reserves the right to take any legal action necessary to protect its intellectual property rights in the event of infringement, unauthorized use, or other misuse of its intellectual property. The Customer agrees to immediately notify Deltaray upon becoming aware of any such infringement or unauthorized use.

Deltaray may include the Customer's name in a list of Customers on the Deltaray website or in promotional materials.

7. Disclaimers

The Services are provided "as is", to the fullest extent permitted by law, except as expressly stated in this Terms, Deltaray and its affiliates, suppliers, and distributors does not make any warranty of any kind, whether express, implied, statutory, or otherwise. This includes, but is not limited to, any warranties of merchantability, fitness for a particular purpose, or non-infringement, except as explicitly stated in this Terms.

1. No Recommendations or Investment Advice

Deltaray does not provide investment advice or recommendations about investments of any kind. The information displayed in or through Services is intended for educational, informational, and research purposes only. Accordingly, Deltaray, its Board of Directors, officers, employees, agents and its affiliates, suppliers, or distributors do not offer advice regarding the quality or suitability of any strategy or method and assume no responsibility or liability for any investment decisions made. Deltaray, its Board of Directors, officers, employees, agents and its affiliates, suppliers, or distributors shall not have any liability for investment decisions based upon, or the results obtained from, the content provided on the Site.

2. Accuracy and Liability Disclaimer

Deltaray and its affiliates do not guarantee the accuracy, completeness, or reliability of any data, information, or results generated through the Services. The Customer acknowledges that the Services are provided 'as is,' and Deltaray is not liable for any errors, losses, or damages resulting from the use of or inability to use the service, including those related to decision-making or trading activities.

8. Data Protection and Compliance

   1. Data Security

Deltaray will use, at a minimum, industry-standard technical and organizational security measures to store and process Customer Data. These measures are designed to protect the integrity of Customer Data and guard against the unauthorized or unlawful access, use, and processing of Customer Data.

"Customer Data" refers to any data, files, structured data file attachments, text, images, reports, personal information, or any other content uploaded, submitted, transmitted, or otherwise made available to or through the Services by the Customer or the User processed and stored by Deltaray during the provision of the Services. Terms and Conditions regarding the control of personal data are subject to the Privacy Policy available on the https://deltaray.io website.

For the avoidance of doubt, information that does not enable the identification of an individual, such as aggregated and analytics information is treated as Anonymous Information and is not regarded as Customer Data. Deltaray may collect, use and publish Anonymous Information related to the use of the Services and/or the https://deltaray.io website, and may disclose it for the purpose of providing, improving and marketing Deltaray products and services, as well as for other business purposes. Deltaray retains its right, title, interest, and control in and to the Anonymous Information.

2. Privacy Policy

Deltaray is committed to protecting the privacy and security of customer data. Our Privacy Policy outlines how we collect, process, store, and use customer data, including personal information, in compliance with applicable data protection regulations. The Customer is required to review the Privacy Policy available on our website [https://deltaray.io/privacy-policy/] for detailed information on data handling practices. By using the Services, the Customer agrees to the terms outlined in the Privacy Policy.

3. Customer Data Rights

The Customer retains all rights, title, interest and control, in and to the Customer Data as submitted to the Services. Subject to the terms of this Agreement, the Customer grants Deltaray a limited, worldwide, non-exclusive, royalty-free license to access, use, process, copy, distribute, perform, export, and display the Customer Data, and solely to the extent that reformatting Customer Data for display in the Services constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works.

This limited license is hereby granted solely:

• To maintain and provide the Services to the Customer;

• To address and resolve technical or security issues;

• To investigate compliance with the terms of this Agreement when Deltaray has a good faith belief, or has received a complaint, alleging that the Customer Data is in violation of this Terms;

• To comply with a valid legal claim, request, or other lawful process; and;

• As otherwise expressly permitted by the Customer under this Terms.

  4. Compliance with Laws

The Customer represents and warrants that:

• It has obtained all rights, licenses, consents, permissions, power and/or authority necessary to grant the rights granted herein, for any Customer Data that Customer submitted, posted, uploaded or displayed on or through the Services;

• The Customer Data is sourced directly from the Customer or the User; and

• The Customer Data that the Customer submits, posts, uploads or displays on or through the MesoSim service shall not

  • Infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy rights, data protection or publicity rights of any third party;
  • Violate any applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer and exportation (the “Laws”);
  • Violate any of the Customer’s or any third party’s policies and terms governing the Customer Data.

  5. Data Handling Compliance

The Customer shall not submit to the Services any data that is protected under a special legislation and requires a unique treatment, including, without limitations,

• Categories of data set by Article 9 - Processing of special categories of personal data under the terms of Regulation (EU) 2016/679 (the “GDPR”) or any similar legislation or regulation in other jurisdictions;
• Any protected trading information; and
• Credit, debit or other payment card data subject to PCI DSS or any other credit card schemes.

Other than Deltaray’s security and data protection obligations expressly set forth in the Privacy Policy, Deltaray assumes no responsibility or liability for Customer Data, and the Customer shall be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified that Deltaray shall not moderate the Customer Data and there shall be no claim against Deltaray for not doing so.

6. Notification of Breaches

The Customer must promptly notify Deltaray of any data breaches or unauthorized access to Customer Data.

9. Term & Termination Provisions

   1. Term and Renewal Options

This Agreement shall commence on the Effective Date and shall continue for an initial term of one year unless terminated earlier under the provisions of this section ("Initial Term"). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one-year terms ("Renewal Term"), unless either party provides written notice of its intention not to renew at least 90 days prior to the end of the current term.

2. Termination for Convenience

The Customer may terminate this Agreement for any reason by providing Deltaray with a 90-day written notice. Deltaray may terminate the Agreement for any reason by providing the Customer with a 30-day written notice.

3. Termination for Cause

Either party may terminate this Agreement immediately upon written notice to the other party if:

• The other party materially breaches any of its obligations under this Agreement and fails to cure such breach within 10 days after receipt of written notice specifying the breach.

• The other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 30 days.

  4. Effects of Termination

Upon the effective date of termination or expiration of this Agreement:

• All rights and accesses granted to the Customer under this Agreement will immediately cease.

• The Customer must cease all use of the Service and delete all copies of Deltaray software or documentation.

• Deltaray will assist the Customer in retrieving Customer Data from the Service within 30 days after termination, provided that the Customer has paid all fees owed. For this activity hourly and the data transfer rates apply.

• The Customer is obligated to pay any outstanding fees owed to Deltaray up to the effective date of termination.

• Provisions which by their nature should survive termination, including but not limited to confidentiality obligations, payment obligations incurred prior to termination, and liability limitations, will continue in full effect.

• If a contractual relationship under this Terms is terminated the rights granted by Deltaray to the Customer and/or the User under this Terms or any other legal document made by the Parties will cease immediately. The following sections will survive after the expiration or termination of the contractual relationship under this Terms: Fees & Payment Terms, Copyrights & other Intellectual Property Rights, Disclaimers, Indemnification and Limitation of Liability, Dispute Resolution Terms and Miscellaneous Provisions.

  5. Modifications to Terms

Deltaray reserves the right to modify the conditions of the Terms by providing at least 60 days written notice to the Customer.

6. Cancellations and Non-Refund Policy

All service fees, including annual, monthly, and setup fees, are non-refundable. In the event that the Customer terminates this Agreement for convenience or if Deltaray terminates the Agreement due to a breach of the Terms by the Customer, no refunds will be provided for any unused portion of the subscription. The Customer acknowledges and agrees to this non-refundable policy upon entering into this Agreement.

10. Indemnification and Limitation of Liability

    1. General Indemnification

The Customer will indemnify, defend, and hold harmless Deltaray and members of its Board of Directors, officers, employees and agents against and from any third-party claims resulting from any negligence or willful misconduct of the Customer’s employees, agents, representatives or subcontractors of any tier in the performance or non-performance of its obligations under this Terms or in any way related to this Terms. If a third-party claim arising out of or in connection with this contractual relationship under this Terms results from negligence of multiple Parties (including their employees, agents, suppliers and subcontractors), each Party will bear liability with respect to the third party claim in proportion to its own negligence.

To the fullest extent permitted by law, except for Deltaray or client's indemnification obligations, Deltaray and its affiliates, suppliers, and distributors is not liable under this Terms for

• Indirect, special, incidental, consequential, exemplary, or punitive damages, or
• Loss of use, data, business, revenues, or profits (in each case whether direct or indirect),

even if the party knew or should have known that such damages were possible and even if a remedy fails of its essential purpose.

2. Proportional Liability

In the event of a third-party claim resulting from collective negligence involving multiple parties, including but not limited to employees, agents, suppliers, and subcontractors of both the Customer and Deltaray, liability will be apportioned proportionally to the degree of negligence or fault determined for each party involved.

3. Intellectual Property Claims

If a claim of copyright, patent, trade secret, or other intellectual property rights violation is made against the Customer relating to the Services, the Customer agrees to immediately notify the Deltaray, allow Deltaray to control the litigation or settlement of such claims, and cooperate with the Deltaray in the investigation, defence, and/or settlement thereof. Deltaray agrees to take control of the litigation and shall not indemnify the Customer. The Customer may participate in the litigation process at its own expense. If such a claim is made or, in the Deltaray's opinion, is likely to be made, the Deltaray may suspend or terminate the contractual relationship under this Terms.

4. Explicit Exclusions

To the fullest extent permitted by law, except for Deltaray or the Customer’s indemnification obligations, Deltaray, its Board of Directors, officers, employees, agents and its affiliates, suppliers, or distributors is not liable under this Terms for any of the following types of damages, whether the claim is based on warranty, contract, tort (including negligence), or otherwise, even if the party knew or should have known that such damages were possible and even if a remedy fails of its essential purpose. Specifically excluded are:

• Indirect Damages: Deltaray will not be liable for any indirect, incidental, or consequential damages, including but not limited to loss of revenues, profits, data, business interruption, or other commercial damages or losses, that result from the use of or inability to use the Services.

• Lost Profits: There is no liability for lost profits, sales, business, or revenue, whether directly or indirectly related to the use of the Services.

• Special Damages: Exclusion of special, punitive, and exemplary damages which someone might claim in relation to the service, even if such claims arise from negligence, breach of contract, or any other cause of action.

• Data Loss and Corruption: Deltaray disclaims any liability related to the corruption of data, failure to store, retrieve, or transmit data, or for the loss or damage of any sort of data or content.

• Impact on Other Software or Systems: No liability for the effect that the Services may have on the operational or financial health of business processes or other software or systems.

• Third-party Actions and Products: Deltaray is not liable for the actions of third parties, and damages or claims that may result from third-party systems, products, or actions.

  5. Specific Exclusions

In particular, Deltaray is not responsible for damages or regulatory fines that the Customer may incur as a result of:

• Data breaches or security incidents unless directly caused by Deltaray’s negligence;

• The Customer’s misuse of the Services;

• Failures due to services or products not provided by Deltaray.

  6. Cap on Liability

Notwithstanding the aforementioned exclusions, if Deltaray is found liable for any damage or loss associated with or arising out of the use of the Services, Deltaray’s total cumulative liability will not exceed the amount paid by the customer for the Services in the twelve months prior to the date the claim arose.

THE INDEMNITIES ABOVE ARE DELTARAY AND CLIENT’S ONLY REMEDY UNDER THIS TERMS FOR VIOLATION BY THE OTHER PARTY OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS.

11. Dispute Resolution Terms

    1. Informal Resolution

The parties shall promptly resolve any conflicts arising under this Terms and such resolution shall be final. If applicable, adjustments to the charges will be made as required to reflect the discovery of errors or omissions in the charges.

If the parties are unable to resolve any service, performance or budget issues or if there is a material breach of the contract that has not been corrected within forty-five (45) days, representatives of the affected parties will meet promptly to review and resolve those issues in good faith. If a dispute is not resolved within thirty (30) days of notice, the Customer or Deltaray may bring a formal proceeding.

Prior to initiating any formal legal proceedings, the parties agree to attempt to resolve any dispute arising out of or relating to this Agreement informally. Such informal negotiations commence upon written notice from one party to the other. The parties will attempt to resolve the dispute through informal negotiations for a period of at least 30 days before any formal proceeding is initiated.

2. Arbitration

In the event of any dispute arising from or in connection with this Terms, especially with regard to its breach, termination, validity or interpretation, the parties exclude the state court procedure agree that any unresolved disputes or claims shall be submitted to final and binding arbitration under the rules of the Permanent Arbitration Court attached to the Hungarian Chamber of Commerce and Industry (Commercial Arbitration Court Budapest).

The Arbitration Court proceeds in accordance with its own Rules of Proceedings (supplemented with the provisions of the Sub-Rules of Expedited Proceedings)

The arbitration shall be conducted in Hungarian, and the number of arbitrators shall be one. The decision of the arbitrator shall be final and binding on the parties, and the parties agree to abide by all decisions and awards rendered in such proceedings.

The parties exclude the possibility of the retrial of the proceedings as regulated in Section IX of Act no. LX of 2017 on Arbitration. In order to settle the legal dispute, Hungarian substantive law shall apply, excluding its private international law rules.

Customers may only resolve disputes with Deltaray on an individual basis and will not bring a claim in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.

3. Litigation and Jurisdiction

In the event that arbitration is prohibited by law or if the matter pertains to intellectual property rights infringement, debt collection, or any other matter that cannot be arbitrated, the parties agree to submit to the jurisdiction of the courts located in Hungary.

4. Prohibition of Class and Representative Actions

The parties agree that any proceedings to resolve or litigate any dispute will be conducted solely on an individual basis. Neither party will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

12. Miscellaneous Provisions

    1. Governing Law

This Terms and any disputes arising out of or related to this Terms or the services provided under this Terms will be governed by and construed in accordance with the laws of Hungary, excluding its conflict of laws principles.

The Customer and Deltaray mutually agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Terms. Notwithstanding the foregoing, Deltaray reserves the right to seek injunctive relief in any court in any jurisdiction.

2. Entire Agreement

This Terms, together with the materials posted on the https://deltaray.io website and other legal documents made by the Customer and Deltaray (i.e. invoice, order form), constitute the entire Agreement between the Customer and Deltaray regarding the subject matter of this Terms. They supersede and replace any prior or contemporaneous understandings and agreements, whether written or oral, related to the subject matter of this Terms. If there is a conflict between any legal document and this Terms, the special terms in the legal documents shall apply.

3. Severability

Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and the remaining provisions of this Terms will remain in full effect.

4. Notices

All communications and correspondence between the parties related to this Agreement shall be in English.
All notices and other communications required or permitted under this Terms must be in writing and will be considered given when:

• Sent by email;
• Delivered by hand;
• Sent by registered or certified mail (postage prepaid, return receipt requested), which will be effective three days after being posted.

to the respective address provided herein, or at such other address as is designated by a party in written notice complying with this section.

Notice given via email shall be deemed delivered on the following business day after sending.

All notices, requests, demands, and other communications under this Agreement shall be in writing and properly addressed as follows to be considered effective:

Deltaray Research Ltd.
Hungary, Budapest, 1117 Nádorliget u. 8/b, 2/6

or

Email: finance@deltaray.io

Notices to the Customer will be sent to the contact information provided at the time of registration or as later updated in writing.

Deltaray sends notices to the Customer to the email provided by the Customer.

5. Non-Waiver

The failure of a Party to insist upon or enforce strict performance of any of the terms of this Terms or to exercise any rights herein shall not be construed as a waiver or relinquishment to any extent of its right to enforce such terms or rights on any future occasion.

6. Assignment

The Customer may not assign or transfer any of its rights or delegate any of its duties under this Terms without the prior written consent of Deltaray, except that the Customer may assign this Terms as part of a bona fide corporate reorganization, consolidation, merger, or sale of substantially all of its assets. Deltaray may assign its rights and obligations under this Terms without consent to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

Any other attempt to transfer or assign is void.

7. No Agency

Deltaray and Client are not legal partners or agents, but are independent contractors. This Terms does not address or govern the Parties' relationships not specifically identified herein. To avoid any doubts, the relationship between the Parties shall not create any partnership, joint-venture nor shall any of one party's employees be considered as an employee of the other.

8. No Third-Party Beneficiaries

There are no third-party beneficiaries to this Terms. Without limiting this section, the User is not third-party beneficiaries to Client's rights under this Terms.

9. Force Majeure

Neither party shall be liable to the other for any delay or non-performance of its obligations under this Terms arising from any cause or causes beyond its reasonable control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion, civil commotion, industrial dispute of a third party, riots, embargoes, hackers, viruses, denial-of-service attacks, Internet disturbance or any other event beyond its reasonable control ("Force Majeure Event").

Subject to the party so delaying promptly notifying the other party in writing of the reason for the delay and the likely duration of the delay, the performance of the delaying party's, obligations, to the extent affected by the delay, shall be suspended during the period that the cause persists and each party shall use all reasonable endeavors to avoid the effect of that cause provided that if performance is not resumed within 30 days of that notice, the non-delaying party may by notice in writing terminate this Terms. Neither party shall have any liability to the other in respect of the termination of this Terms as a result of a Force Majeure Event.

10. Export Restrictions

Export and re-export of the MesoSim product and authentication service are regulated by existing export restrictions or embargoes. It is prohibited to use these services in any country that is under an embargo or export restriction imposed by Hungary or the European Union. The Customer must comply with all applicable export laws and regulations and must not violate any such restrictions or embargoes. Additionally, the Customer is responsible for ensuring that MesoSim is not made available to any individual or entity under such restrictions or embargoes.