Terms of service

These Terms of Service (“Terms of Service”) govern your access to an online marketplace, where business opportunities are brokered between buyers and sellers, available from website at exapro.com (“Marketplace”).

These Terms of Service and all agreements are written in English. In the event of translations of these Terms of Service and/or the agreements into another language and contradictions between the two versions, the English version shall prevail.

These Terms of Service are in effect and were last updated as of 05/03/2026.

1. INTRODUCTORY PROVISIONS

1.1. PARTIES. These Terms of Service constitute a binding, contractual legal agreement between you (“User“ or “you“) and the company EXAPRO s.r.o., reg. ID 274 00 166, tax ID: CZ27400166, registered office Praha, Újezd 5/598, PSČ (zipcode) 15000, Czech Republic, registered in the Commercial Register maintained by the Municipal Court in Prague, file no. C 115855 (“Company” or “we“).

1.2. LEGAL REPRESENTATION. If you are approving these Terms of Service on behalf of a company, business, or other legal entity and entering into a binding agreement with us, you represent and warrant that you have all proper authorizations needed to bind that legal entity to these Terms of Service.

1.3. OTHER TERMS. Supplemental terms and conditions or documents that may be posted within the Marketplace are hereby expressly incorporated herein by reference.

1.4. BUSINESS ONLY. The parties acknowledge that services provided under these Terms and Services are not intended for consumers, but only for persons and companies who will use it exclusively in the course of their business.

1.5. DEFINITION OF SERVICE. We operate a Marketplace where sellers can offer their used machines and adjacent products (“Machinery”) and buyers can search for them. Within the Marketplace, you can act as a seller, i.e., an entity interested in selling Machinery (“Seller“), or as a buyer interested in purchasing Machinery from a Seller (“Buyer“). Selling Machinery within the Marketplace can take place in several ways:

1.5.1. We arrange the sale of the Machinery for the Seller as sales brokers (“Brokerage“);

1.5.2. The Seller can be in direct contact with Buyers, using our classified subscription services (“ExaSaaS”);

1.5.3. We sell the Machinery directly to Buyers (“Direct Sale”).

2. MARKETPLACE AND LISTING

2.1. SORTING RULES. Within the Marketplace you can choose to sort the Machinery according to specific criteria, that can change over time. The criteria are always available in the relevant section of the Marketplace.

2.2. PRIORITY ORDER OF OFFERS. We are entitled to modify the order of ranking of Machinery within the Marketplace by giving priority to certain Machinery. Machinery that is prioritised in this way will be marked accordingly (e.g. tagged as "Hot Deals" or “Highlighted”). The Sellers may influence the ranking by paying us a “boosting fee”.

2.3. OUR OFFERS. We can offer similar Machinery as Sellers, however there is no differential treatment of our offers on the Marketplace.

2.4. SENDING A REQUEST. If you, as the Buyer, decide that you are interested in any of the Machinery published on the Marketplace, you can send us a request. Within the request:

2.4.1. you declare that, based on the information provided, you are seriously interested in purchasing the featured Machinery;

2.4.2. you provide complete and truthful information about your enquiry;

2.4.3. you undertake to cooperate if we ask you any additional questions regarding your enquiry;

2.4.4. you give your permission to provide your contact details if the owner of the Machinery decides to enter into negotiations with you for the sale of the Machinery.

2.5. CONNECTION WITH THE SELLER. Based on your duly completed enquiry, we will either connect you with the Seller or, in the case of a sale through a Direct Sale, conclude a purchase agreement with you. The content and conclusion of the purchase agreement in the case of Brokerage or direct purchase through ExaSaaS are determined by the Buyer and the Seller.

2.6. NATURE OF SERVICE. You acknowledge that we act only as intermediaries for the business opportunity – we do not sell Machinery (except for the Direct Sale), we are not agents for sellers or buyers, and we are not a party to any contract between Buyer and Seller. This also means that:

2.6.1. We do not get involved in the drafting, presentation, or description of the Machinery and the Listings (as defined below). You acknowledge that we do not verify the quality, operating condition, hazardousness, legality, general condition, or compliance of the Machinery. Therefore, we shall not be held liable for any damages whatsoever concerning, in particular, the sale, offer for sale, use, export, marketing, leasing, or transport of the Machinery.

2.6.2. We shall not be held liable in the event of the non-closing of a sale, non-payment of the price or lack of delivery of the Machinery that may be sold.

2.6.3. We also do not guarantee the solvency and good faith of any Buyer, nor his or her ability to purchase the Machinery.

2.7. LISTING. The Machinery to be sold through the Marketplace must always be properly uploaded to the Marketplace (“Listing”).

2.8. LIABILITY FOR THE LISTING. In order for the services under this Terms of Service to be properly provided, you must properly define the Machinery you wish to sell. Whichever way the Listing is conducted, you hereby agree that all information submitted in the Listing will be true, accurate, current, and complete, and that you will maintain the accuracy of such information and promptly update such information as necessary. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend the provision of services, until the information is corrected.

2.9. CANCELATION OF THE LISTING. We may decide to not publish or cancel the Listing of your Machinery – in particular, if the piece of Machinery does not fit the portfolio of machines that are usually offered through the Marketplace by other users or if we have any doubt whether and how you will be able to meet its obligations to the potential Buyer of the Machinery.

3. BROKERAGE

3.1. CONCLUSION OF THE AGREEMENT. If you decide to use the Marketplace to find a suitable Buyer for your Machinery, you can use our brokerage services. For this purpose, it is necessary that we enter into a separate brokerage agreement ("Brokerage agreement"). The Brokerage agreement is concluded for each individual piece of Machinery separately. These Terms of Service form an integral part of such agreement. The Brokerage agreement is concluded through the Marketplace by creating a Listing and agreeing to enter into the Brokerage agreement, which includes these Terms of Service. The Brokerage Agreement is concluded upon confirmation from us.

3.2. PRICE OF THE MACHINERY. You determine the price of the Machinery, and we are bound by that price. When the Machinery is offered to the Buyers, the price will be communicated to the potential Buyers together with the Commission (as defined below).

3.3. PROVIDING INFORMATION ABOUT THE BUYER. As soon as we have sufficient information about one or more potential Buyers of the Machinery, we will notify you and provide you with general information about the Buyers. If you decide that you are interested in contacting these Buyers, we will arrange the opportunity for you to contact them and enter business negotiations to conclude a purchase agreement or another similar agreement (“Target agreement”).

3.4. OBLIGATION TO CONCLUDE THE TARGET AGREEMENT. You undertake to negotiate in good faith the Target agreement and not to reject such offers for sale without proper justification. You shall inform us of any reasons for rejection of such offers in advance to enable us to either remedy such reasons or at least minimise the costs associated with obtaining the opportunity.

3.5. COOPERATION. You are obliged to provide us with all cooperation necessary to perform the Brokerage and/or to conclude the Target agreement.

3.6. INFORMATION. You as a Seller or Buyer will inform us of all the facts that could affect the performance under the Brokerage or Target agreement.

3.7. TERRITORY. The provision of Brokerage under the agreement is not limited to any particular territory.

3.8. RIGHT FOR THE INSPECTION. We shall have the right to inspect the Machinery. You are obliged to prepare the Machinery for inspection no later than within 7 working days of our request.

4. DIRECT SALE

4.1. Direct Sale. In some cases, we offer the option of purchasing the Machinery directly from us as the owners. For such purchases, we will conclude a separate purchase agreement (“Direct Sale agreement”). The terms and conditions set forth in these Terms of Service shall apply to the Direct Sale agreement accordingly.

5. EXASAAS

5.1. MARKETPLACE LISTINGS. If we agree on this together, we can enable you to sell your Machinery directly to the Buyers within the Marketplace without using our Brokerage services or the Direct Sale process. For this purpose, it is necessary that we enter into a separate agreement ("ExaSaaS agreement"). Under such agreement, we will provide you with a possibility to list your Machinery on the Marketplace and offer it directly to the Buyers (“ExaSaaS”). The ExaSaaS agreement is concluded at the moment you select a Usage plan (as defined below) and we confirm your selection and conclusion of the agreement by email.

5.2. METHODS OF LISTING. If you use the ExaSaaS service, you can perform Listings either manually or automatically (e.g. by scraping your website or by providing API access to your database), based on the Usage plan you selected

5.3. CONNECTION WITH THE BUYER. If a potential Buyer expresses interest in purchasing the Machinery via the Marketplace, we undertake to inform you about this connection via email and/or notifications to your information system (if you provide the relevant API, based on the Usage plan you selected).

5.4. NO AGENCY. For the avoidance of doubt, the parties state that when you sell the Machinery using the ExaSaaS service, then we do not operate as a business agent or even as an intermediary in the business negotiations regarding the specific piece of Machinery. We only serve as an intermediary enabling you to use the Marketplace. We are not liable for whether and how the Seller will conduct negotiations on the final sale with a potential Buyer who responds to the Listing.

5.5. NO COMMISSION. In the case of ExaSaaS service, you are not required to pay us any commission for the sale of your Machinery. However, you are required to pay us a Subscription Fee in accordance with Article 6 of these Terms and Conditions.

6. COMMISSION

6.1. COMMISSION. We are entitled to a commission for the Brokerage and/or the Direct Sale (“Commission”). Unless agreed otherwise, the amount of our Commission is always available through the Marketplace at the moment of Listing and is included in the total price.

6.2. ENTITLEMENT TO THE COMMISSION. We are entitled to the Commission at the time you enter into the Target agreement or Direct Sale agreement.

6.3. OTHER CASES For avoidance of doubt, we shall also be entitled to payment of the Commission if you breach any of your obligations set out in Clause 3 of these Terms of Service or if, as the Seller, you in any way hinder the sale of Machinery. We shall be entitled to the Commission even if the purchase of the Machinery was achieved through our effort and/or with any Buyer we found through our actions after the termination of the Brokerage or Direct Sale agreement - In such a case, you are obliged to notify us of the conclusion of such purchase within 3 days of its conclusion.

7. SUBSCRIPTION FEES FOR EXASAAS

7.1. USAGE PLANS. In order to use the ExaSaaS, you have to choose one of the usage plans, described on the Marketplace (“Usage Plan”) and authorize us to charge you with a subscription fee plus applicable taxes („Subscription Fee“ or “Subscription Fees”) on a recurring basis and in accordance with the respective Usage Plan. The Subscription Fee is always paid for a specific period of time (“Subscription Period”). Different usage limitations, conditions, and restrictions may apply depending on the Usage Plan you select.

7.2. SUBSCRIPTION FEE AND ITS CHANGES. The Subscription Fee and Subscription Period for each Usage Plan is listed on the Marketplace. We reserve the right to change the Subscription Fee of any Usage Plans, its features and/or items provided within the Marketplace at any time and for any or no reason prior to the transaction. The change in Subscription Fees has no effect on Usage Plans already paid for.

7.3. NUMBER OF LISTED MACHINERY UNDER USAGE PLAN. Within the Subscription Period, you are entitled to a certain number of Listings to sell the Machinery through the ExaSaaS service. Information on the number of Listings available under respective Usage Plan is always available within the Marketplace. Unused Listings within the Subscription Period can’t be neither carried over to the next Subscription Period nor refunded.

7.4. RENEWAL OF THE USAGE PLAN. Usage Plans are billed periodically until you cancel the subscription. If you cancel the Usage Plan rather than renew, the cancellation will be effective the day after the end of the current Usage Plan term.

7.5. CANCELATION. You may cancel a recurring Usage Plan by completing the cancellation process within the Marketplace. We will not provide refunds for any partial Subscription Periods for Usage Plans unless stated otherwise within these Terms of Service or the ExaSaaS agreement. Following the termination or cancellation of the subscription, however, you will continue to have access to the Marketplace.

7.6. USAGE PLAN UPGRADE. If you decide to upgrade to a Usage Plan with a longer Subscription Period or more Listings per Subscription Period during your current Subscription Period, then at the moment of the change of the Usage Plan the original subscription is cancelled and a new one starts. The Subscription Fee for the new Subscription Period will be invoiced at the time the original Subscription Period was due to end.

7.7. PAYMENTS OF THE SUBSCRIPTION FEES. The Subscription Fees will be charged to you periodically in accordance with the chosen Subscription Period. Subscription Fee will be payable immediately upon commencement of the Usage Plan, and you will be charged with Subscription Fees at the beginning of each Subscription Period. The applicable taxes might depend upon your location.

7.8. NO REFUNDS. All Subscription Fees are non-refundable, except in accordance with these Terms of Service and/or as required under applicable law.

8. INVOICING

8.1. PAYMENT CONDITIONS. We will issue an invoice to you for the Commissions and/or the Subscription Fees (“Fees”). All Fees:

8.1.1. are exclusive of VAT at a rate applicable at the time of the invoicing, and you shall in addition pay an amount equal to any VAT chargeable on those sums on delivery of a VAT invoice;

8.1.2. 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);

8.1.3. shall be paid within seven (7) days after the receipt of the applicable invoice, unless stated otherwise on the invoice.

8.2. ELECTRONIC INVOICING. Unless you request a different procedure, the invoices will be delivered only in an electronic form to the email address specified by the parties.

8.3. CURRENCY. All Fees will be paid in the agreed currency.

9. REGISTRATION AND USE

9.1. USER ACCOUNT. You can register and create a user account and provide us with your personal data (“User Account”) when using the Marketplace. You have to have the User Account to use the Marketplace as a Seller. When registering the User Account, you must provide complete and accurate information about yourself and agree to update such information as it changes.

9.2. SECURITY OF THE ACCOUNT. It is your responsibility to keep your User Account and any password provided to you or created by you confidential and secure and you are responsible for all use of the User Account and the password. In the event that your User Account is used without your consent or that you discover any other breach of security, you agree to promptly notify us. We are not responsible for your failure to comply with this clause, or for any delay in shutting down your User Account after you have reported a breach of security to us.

9.3. ACCURACY OF THE INFORMATION. By using the Marketplace, you hereby agree that all registration information you submit will be true, accurate, current, and complete, and that you will maintain the accuracy of such information and promptly update such information as necessary. If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend your User Account, terminate the agreement under these Terms of Service, delete your User Account and terminate your use of the Marketplace as well as refuse all current or future use of the Marketplace.

10. PERMISSION TO USE THE MARKETPLACE

10.1. SOFTWARE AS A SERVICE. The Marketplace and the software and services provided therein, are operated, and provided in the form of "SaaS" (Software as a Service), i.e. you do not own or purchase the software itself.

10.2. OWNERSHIP OF THE MARKETPLACE. For the avoidance of all doubt, the Marketplace is our property, and we retain all rights, title, and interest in and to the Marketplace, including any intellectual property rights regarding trademarks, service marks and trade secrets, as well as any rights in copyrighted or patented materials provided to you as part of the Marketplace.

10.3. LIMITED LICENSE TO THE MARKETPLACE. In the event that the parties or any binding authority conclude that a license is required to provide services through the Marketplace, then we grant you a revocable, non-exclusive, non-transferable, non-assignable, territorially unlimited and time limited license to use the services through the Marketplace to limited number of users, solely for its intended purpose of selling and buying Machinery, solely as permitted under these Terms („Limited License“). This Limited License does not include any rights not specifically enumerated herein, and, for greater certainty, does not include permission or a license to redistribute, reproduce or republish (including communication to the public via the Internet), access, copy, in any form, neither the Marketplace nor any of its content, programming, code or databases associated therewith. You are not permitted to sub-license the Limited License.

10.4. RIGHTS TO THE DATABASE. Any databases available within the Marketplace are further protected by our special right of the database acquirer.

11. USER CONDUCT, REPRESENTATIONS, RESTRICTIONS

11.1. PROHIBITED BEHAVIOUR. You may not access or use the Marketplace for any purpose other than that for which we make the Marketplace available. You agree not to, and will not permit others to:

11.1.1. use the Marketplace or any component of the Marketplace, in whole or in part, except as expressly provided in these Terms of Service;

11.1.2. decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Marketplace;

11.1.3. circumvent, bypass, disable, or otherwise interfere with any security-related features of the Marketplace;

11.1.4. allow or otherwise enable access to the Marketplace or your User Account to third parties without proper authorization;

11.1.5. download, import or transfer to the Marketplace any content that would be protected by the copyright of third parties without having the necessary rights to use such copyrighted material;

11.2. MONITORING OF ILLEGAL ACTIVITIES. We reserve the right, but are not obliged, to monitor the Marketplace for violations of these Terms of Service, and to take appropriate legal action against anyone who, in its sole and absolute discretion, violates the law or these Terms of Service, including without limitation, reporting such a user to law enforcement authorities.

11.3. LICENSE EXCLUSION. If the Marketplace is in whole or in part a copyrighted work (logos, product photos, etc.) and unless otherwise stated for each component of the Marketplace, we do not grant you a license to the Marketplace and you may not use it without our express permission, unless explicitly permitted by law.

12. OUR MODIFICATIONS TO MARKETPLACE

12.1. MODIFICATIONS TO THE MARKETPLACE. We reserve the right, with prior notice, to change, modify, or remove any parts of the Marketplace, suspend, or discontinue, temporarily or permanently, the Marketplace or any part thereof or any service to which it connects at any time or for any or no reason, including to enhance the Marketplace functionality or stability or to address potential safety or security concerns, at our sole and absolute discretion. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Marketplace.

12.2. APPLICIABILITY OF TERMS AND CONDITIONS. If the Marketplace is updated, upgraded or modified, whether to enhance or correct features or functionality, then these Terms of Service will apply to the updates, upgrades and modifications in addition to any other terms that are presented to you in connection with the update, upgrade or modification and such updates and upgrades shall be deemed to constitute part of the Marketplace and shall be subject to all terms and provisions set forth in these Terms of Service, including, without limitation, terms and provisions related to licenses, use restrictions, ownership and distribution of the Marketplace.

13. UNLAWFUL CONTENT ON THE MARKETPLACE

13.1. EU REGULATION. As we are a provider of an "intermediary service" and a provider of an "online Marketplace" under European Union regulations, we are obliged to comply with Regulation (EU) 2022/2065 of the European Parliament and of the Council on the Digital Single Market for Services (the "DSA"). In this section, we set out the procedure for reporting and removing illegal content that appears on the Marketplace. Illegal content means content that violates legal regulations (e.g., copyright regulations, personal data protection regulations, or consumer protection regulations) or these Terms of Service.

13.2. CONTACT INFORMATION. If you wish to contact us in connection with DSA and exercise any of your rights, you may do so by using the email [email protected]. You may communicate with us in English, French or Czech.

13.3. CONTENT PUBLISHED BY THE USERS. We do not actively monitor the content that the users of the Marketplace (Sellers and Buyers) publish on the Marketplace. We do not use any automated or algorithm-based decision-making to control illegal content. We rely solely on human review. However, we may randomly check the content before it is published or even afterward or carry out checks after being notified by relevant authorities, users, or other parties. The purpose of such checks is to determine whether the content violates the agreement we have concluded with the Seller, Buyer or any generally applicable legal regulations. If we determine that a violation has occurred, we may withhold, hide, or remove such content. We shall clearly and specifically justify any restriction on the visibility of content provided by you, including its removal or blocking of access.

13.4. NOTICE AND TAKEDOWN. If we decide to publish, hide, or remove illegal or objectionable content, we will inform the respective user who published the content by email (if we have it). If you disagree with this procedure, then you may object by email within 15 days of being informed. We will then review our decision within 30 days and notify you of our final decision by email. There is no right of appeal or other remedy against this decision.

13.5. DISPUTE RESOLUTION OPTIONS. Together with the justification for its decision on the complaint, we shall inform you of the possibility of out-of-court dispute resolution and other available remedies. You may also use the dispute resolution options listed below if we do not decide on your complaint at all:

13.5.1. Currently, there is no designated certified body for out-of-court dispute resolution in the Czech Republic. Once such a body is designated in accordance with Article 21 of the DSA, we will inform you of this body in its decision on the complaint. This body does not have the power to impose a binding resolution of the dispute on the parties.

13.5.2. You are entitled to initiate judicial or administrative proceedings at any stage of the dispute resolution with us to challenge our decision in accordance with the applicable law.

13.6. NOTIFY US. If you consider certain content published on the Marketplace to be illegal, you may notify us by email [email protected]. Upon receipt of such communication, we will acknowledge receipt. Furthermore, we will inform you of our decision without undue delay, including information on the possibility of objecting to the decision. We will handle all communications containing the necessary information with the utmost care and objectivity. If you fail to provide all necessary information you acknowledge that your communication may not be processed due to lack of information on our part.

13.7. CONTENT OF THE NOTIFICATION. Notifications of illegal content within the meaning of Article 16 of the DSA must be written in English and contain, in particular, the following elements (you can use the sample form attached as Annex 1 to these terms and conditions):

13.7.1. A sufficiently substantiated explanation of the reasons why you claim that the information in question is illegal content;

13.7.2. clear information about the exact electronic location of this information (e.g., the exact URL address);

13.7.3. your identification, at least to the extent of: name, surname and email.

13.7.4. a statement confirming that you believe in good faith that the information and statements contained in the notification are accurate and complete.

13.8. THIRD PARTY CONTENT. The Marketplace may contain (or you may be sent from the Marketplace) advertisements and links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content"). Such Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Websites accessed through the Marketplace or any Third-Party Content posted on, available through, or installed from the Marketplace. If you decide to leave the Marketplace and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Service no longer govern such access.

14. WARRANTY, LIABILITY LIMITATION

14.1. AVAILABILITY AND OTHER SUPPORT. In the course of performance under these Terms of Services, we aim to make availability of the Marketplace as high as possible – however, we cannot guarantee that the Marketplace will be available without interruption or defect.

14.2. SCOPE OF LIABILITY. If we do not perform substantially in accordance with these Terms of Service, our entire and exclusive liability, and your sole and exclusive remedy, in respect of such warranty will be limited to, at our option, to either: (i) repair the Marketplace; or (ii) terminate our concluded agreements and refund you for any payments you have made or part thereof. This warranty applies only to the Marketplace, as originally delivered.

14.3. WARRANTY EXCLUSION. You hereby acknowledges, that the Marketplace and any related service or documentation is provided and licensed “as is” to the fullest extent permitted by law, and we hereby disclaim all other conditions, indemnities, guarantees, representations and warranties, express or implied, arising from law, custom, prior oral or written statements or otherwise with respect to the Marketplace and/or any of its components and any related service or documentation, including without limitation the implied warranties of merchantability, fitness for a particular purpose satisfactory quality, and non-infringement of any law or regulation.

14.4. SCOPE OF SUPPORT. Except as stated in par. 14.1 of these Terms of Service, we have no obligation to provide any support for the Marketplace, and/or any of its components, or to continue providing, updating or correcting any defects or errors of the Marketplace, regardless of whether you inform us of such defects or errors or we otherwise are, or become aware of, such defects or errors, to the fullest extent permitted by the law. By way of example and not in limitation, we do not warrant that: a) use of the Marketplace or any part thereof will be uninterrupted or error free; b) all defects in the Marketplace will be corrected.

14.5. LIABILITY EXCLUSION. To the maximum extent permitted by the law, you agree that under no circumstances shall we be liable to you, or any other person or entity claiming through you, for any inconvenience, direct or indirect damages, including any loss of profits or other damages (“losses”), whether arising out of these Terms of Service, agreements, statute or otherwise arising out of or in connection with those, causing your inability to access or use the Marketplace during any downtime, outage or discontinuance of the Marketplace, whether or not the damages are foreseeable and whether or not the company was advised of the possibility of such damages. In such a case nothing in these Terms of Service will be construed to obligate us to maintain and support the Marketplace or to supply any corrections, updates, or releases in connection therewith.

14.6. EXAMPLES OF LIABILITY EXEMPTIONS. For the avoidance of doubt, according to the abovementioned paragraphs, we will assume no liability or responsibility for especially, but not limited to:

14.6.1. quality, availability and scope of any services provided free of charge;

14.6.2. property damage, of any nature whatsoever, resulting from your access to and use of the Marketplace and/or any of its components;

14.6.3. any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein;

14.6.4. any behaviour of individual users or their way of using the Marketplace, especially one that is not in accordance with these Terms of Service or the law, nor for damages and damage thus caused;

14.6.5. any interruption or cessation of transmission to or from the Marketplace;

14.6.6. services provided by other entities, their quality, quantity, or any consequences, or for the rights and obligations associated with these services, accessories, etc.;

14.6.7. any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Marketplace and/or any of its components by any third party;

14.6.8. any payments, transactions, or transfers that you make, and/or with the help of which the respective payment for the usage plan is made. The operators of these payment companies are responsible for these (transactional) services and portals; and/or

14.6.9. any impossibility of using the Marketplace and/or any of its components if you do not own suitable and sufficient software or hardware equipment.

14.7. NON-EXCLUDABLE LIABILITY. The liability limitation shall however not apply to, or take into account, damages resulting from the gross negligence, bad faith or the wilful or intentional misconduct.

14.8. LIABILITY CAP. Our total cumulative liability for Losses suffered or caused due to or in connection with any agreement concluded under these Terms of Service or the use or performance of the Marketplace or the services related thereto, shall in any case not exceed the amount of all payments actually paid by the respective user.

15. INDEMNIFICATION

15.1. RIGHT TO INDEMNIFY. You hereby agree to defend, indemnify, and hold us and our agents, employees, officers, directors, successors, and assignors (“Released Parties”) harmless from and against any loss, damage, liability, claim, demand, or expense, including reasonable attorneys’ fees and expenses, asserted by any third party or an entity due to or arising out of:

15.1.1. your use of the Marketplace;

15.1.2. your breach of these Terms of Service and/or any agreement;

15.1.3. any breach of your representations and warranties set forth in these Terms of Service;

15.1.4. your violation of the rights of a third party, including, without limitation, all claims based on publicity rights, defamation, invasion of privacy, copyright infringement, trade-mark infringement or any other cause of action whatsoever; and/or

15.1.5. any other harmful act toward any other user of the Marketplace.

15.2. OBLIGATION TO COOPERATE. Notwithstanding the foregoing, you, to the extent permissible by law, reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defence of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

16. CONCLUSION AND TERMINATION OF AGREEMENTS

16.1. CONCLUSION OF THE AGREEMENT. The moment you create a User Account and confirm that you have read these Terms of Service, an agreement is concluded between us, of which these Terms of Service form an integral part.

16.2. WAYS OF TERMINATION. These Terms of Service and any agreement concluded hereunder shall remain in effect until terminated by:

16.2.1. withdrawal;

16.2.2. notice;

16.2.3. deleting the User Account and ceasing to use the Marketplace;

16.2.4. cancellation in accordance with art. 7.5 of these Terms of Service;

16.2.5. termination of the legal entity with liquidation;

16.2.6. termination via an agreement.

16.3. EXCLUSION OF OTHER MEANS OF TERMINATION. We both hereby expressly exclude any other means of termination of the agreement concluded hereunder stipulated by legal regulations than those agreed in these Terms of Service to the fullest extent permissible by law. We both further expressly exclude the application of § 2370 of the act. no. 89/2012 Coll., Civil Code, as amended (“CC”).

16.4. TERMINATION BY US. We may terminate any agreement under these Terms of Service at any time and for any or no reason with a notice sent to you in a form of a written notice, including an e-mail, a notification or a message sent via the Marketplace, with a notice period of one month which commences on the first day of the calendar month following the calendar month in which the notice is delivered to you, provided that the agreement concluded hereunder is not terminated by other means of termination or cancellation herein prior to the end of the notice period.

16.5. DELETING USER ACCOUNT. By deleting your User Account and terminating your use of the Marketplace, you may terminate the agreement under which we provide you with access to the Marketplace or provide you with ExaSaaS. However, deleting your User Account does not affect any Direct Sale agreements or Brokerage agreements that have been concluded.

16.6. WITHDRAWAL. Withdrawal from any agreement under these Terms of Service is permitted in these cases:

16.6.1. VIOLATION OF TERMS BY THE USER. We may withdraw from any agreement under these Terms of Service should you fail to comply with or violate any of the terms set forth in these Terms of Service. In such an event these Terms of Service and/or any concluded agreement and the rights provided to you hereunder shall terminate immediately upon receiving a written notice, including an e-mail, a notification or a message sent via the Marketplace to you.

16.6.2. VIOLATION OF TERMS BY US. You may withdraw from any agreement under these Terms of Service if we violate our obligations arising from these Terms of Service in a particularly serious manner, specifically, if we make the Marketplace unavailable permanently. The legitimate withdrawal from the agreement under these Terms of Service is effective immediately upon us receiving a written notice, including an e-mail stating the withdrawal from the agreement under these Terms of Service and unequivocally specifying the reasons for the withdrawal.

16.7. REJECTION OF AMENDMENTS . The agreement under these Terms of Service may also be terminated based on your rejection of amendments to the Terms of Service as per par. 22.4. of these Terms of Service. In this case, you are entitled to a refund of the unused Subscription fee until the end of the Subscription period.

17. FORCE MAJEURE

17.1. FORCE MAJEURE EVENT. For the purpose of this Clause 17, a “Force Majeure Event” means any circumstance not within a party’s reasonable control including, without limitation:

17.1.1. flood, drought, earthquake, or other natural disaster;

17.1.2. epidemic or pandemic;

17.1.3. terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;

17.1.4. nuclear, chemical, or biological contamination or sonic boom;

17.1.5. any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota, or prohibition, or failing to grant a necessary license or consent;

17.1.6. collapse of buildings, fire, explosion, or accident;

17.1.7. non-performance by suppliers or subcontractors; and

17.1.8. interruption or failure of utility service.

17.2. NO LIABILITY. Provided it has complied with Article 17.4, if a party is prevented, hindered or delayed in or from performing any of its obligations under these Terms of Service by a Force Majeure Event (the “Affected Party”), the Affected Party shall not be in breach of this Terms of Service or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.

17.3. SUSPENSION OF OBLIGATIONS. The corresponding obligations of the other party will be suspended, and its time for performance of such obligations extended, to the same extent as those of the Affected Party.

17.4. OBLIGATIONS OF AFFECTED PARTY. The Affected Party shall:

17.4.1. as soon as reasonably practicable after the start of the Force Majeure Event but no later than two weeks from its start, notify the other Party of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under these Terms of Service; and

17.4.2. use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

17.5. TERMINATION OF AGREEMENT. If the Force Majeure Event prevents, hinders, or delays the Affected Party’s performance of its obligations for a continuous period of more than two months, the Party not affected by the Force Majeure Event may terminate any agreement by giving two weeks’ written notice to the Affected Party.

18. JURISDICTION AND GOVERNING LAW

18.1. JURISDICTION. This agreement will be governed by and construed and interpreted in accordance with the law of the Czech Republic.

18.2. GOVERNING LAW. We both expressly agree that in the event of any dispute arising from the agreement under these Terms of Service and/or any agreement, the courts of the Czech Republic shall be the courts competent to resolve such a dispute.

19. SEVERABILITY

19.1. NO WAIVER. No failure to exercise, and no delay in exercising, on the part of either party, any privilege, any power, or any rights hereunder will operate as a waiver thereof, nor will any single or partial exercise of any right or power hereunder preclude further exercise of any other right hereunder.

19.2. SEVERABILITY. If any provision of these Terms of Service shall be determined to be unlawful, void, or unenforceable, or invalid, that provision or part of the provision is deemed severable and shall be limited or eliminated to the minimum extent necessary so that these Terms of Service shall otherwise remain in full force and effect and enforceable. Such provision may be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

20. ELECTRONIC COMMUNICATIONS, TRANSACTIONS AND SIGNATURES

20.1. ELECTRONIC COMUNICATIONS. Using the Marketplace, sending the emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email or within the Marketplace, satisfy any legal requirement that such communication be in writing. You hereby agree to the use of electronic signatures, contracts, orders, and other records, and to electronic delivery of notices, policies, and records of transactions initiated or completed by us, via the Marketplace.

20.2 SUBSCRIPTION TO COMMUNICATIONS. By submitting an inquiry through the Marketplace, You acknowledge that your contact details may be used by Exapro to send relevant communications, including service-related information and marketing emails about similar products or services. Such communications may be sent on the basis of Exapro’s legitimate interest in promoting its services. You may opt out of receiving marketing communications at any time by using the unsubscribe link included in each email or by contacting Exapro directly.

21. PRIVACY POLICY

21.1. PROTECTION OF PERSONAL DATA. We care about personal data privacy and security and we are aware of the fact that during the course of its operation we process information considered personal data pursuant to 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) ("GDPR"), and we are aware of the importance of protecting such data and complying with all legal and ethical rules relating to its processing. Data protection is our indisputable priority.

21.2. PRIVACY POLICY. You are required to review our Privacy Policy https://www.exapro.com/privacy-policy/

22. MISCELLANEOUS

22.1. SUCCESSION AND NON-TRANSFERABILITY. The agreement under these Terms of Service is binding upon you and your respective heirs, executors, beneficiaries, successors and assignors and you may not assign the agreement under these Terms of Service to any other party without our prior express written consent, which may be withheld in our sole and absolute discretion. We may assign any or all of our rights and obligations to any third party at any time.

22.2. CONTRACTUAL PENALTIES. The following contractual penalties are specified in these Terms of Service:

22.2.1. If the seller is in default with the payment of the Commission, they are obliged to pay us a contractual penalty of 0.1% of the amount owed for each day of delay.

22.2.2. If the Seller takes such steps to avoid paying us the Commission, even though we would in fact be entitled to the Commission (i.e., the offered Machinery was ultimately sold or otherwise provided to the Buyer), the Seller is obliged to pay us a contractual penalty of 30% of the price at which the Seller offered the Machinery through the Marketplace.

Payment of the contractual penalty shall not affect our claim for damages.

22.3. RIGHTS TO SUBMISSIONS. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Marketplace ("Submissions") provided to us are non-confidential and shall become our sole property. We shall own exclusive rights, including an unlimited license to all intellectual property, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation. You hereby grant us an exclusive and unlimited license to any such Submissions and waives the right to any kind of remuneration, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

22.4. EXCLUSIVITY. These Terms of Service constitute the entire agreement and exclusive statement of the mutual understanding between us at the time of its acceptance by you and supersede and cancel all our previous written and oral agreements and communications, relating to the subject matter of these Terms of Service.

22.5. CHANGES. We both hereby agree that we may change these Terms of Service to the appropriate extent and at the same time agree that you shall be notified of any change of these Terms of Service by means of an email and/or notification displayed to you on the Marketplace. In such case you are responsible for reviewing any new changes to these Terms of Service. You have the right to reject the amendments to these Terms of Service with a written notice to us including an e-mail, a notification or a message sent via the Marketplace, resulting in a termination of the agreement. You will be deemed to have been made aware of and to have accepted the changes in any revised terms of these Terms of Service by your continued use of the Marketplace after the date when such revised Terms of Service are posted, and you have been notified thereof. In the event that a new agreement is concluded under the Terms of Service including any further changes, amendments or modifications, the newly concluded agreement shall be governed by the Terms of Service in force as of the date of conclusion of such an agreement.

22.6. EXCLUSION OF SOME PROVISIONS. The contracting parties hereby expressly exclude the application of the provisions of § 557, 1798, 1799, 1800, 1805 par. 2 and 1895 of the CC.

Annex 1 to the Terms of Services

NOTICE AND ACTION FORM

Sent by (name and surname):

Contact details (e-mail):

Explanation why do you consider the content to be illegal:

Clear identification and description of the content you consider to be illegal (URL address and, if necessary, additional information enabling the identification of the illegal content):

By sending this report you confirm your bona fide (genuine) belief that the information and allegations contained therein are accurate and complete.