1. Subject – Membership

1.1 KOOLMETRIX provides, for a fee, online business support services as detailed in clauses 3 and 5 hereof. To use our Services you must create an account and subscribe to our membership plan, as detailed below, by providing a valid payment method that will be charged each billing cycle, until your membership is terminated. Your payment method will be charged on a monthly basis. If you do not terminate your membership prior to the billing date, you authorize us to charge you the monthly fee for the next billing cycle. Payments are non-refundable and we do not provide refunds of membership fees under any circumstances.

1.2 KOOLMETRIX offers a number of membership plans with different monthly fees. In order to create an account and select a plan, you need to provide a valid email address. You can find details regarding your membership plan by visiting our Website.

1.3 The Services provided by KOOLMETRIX under the present Terms are not addressed, nor offered, to Consumers and should not be used by any person or entity acting as a Consumer. Client expressly states and warrants to KOOLMETRIX that he is a non-Consumer.

1.4 The subject and purpose of the present Terms is the regulation of the relationship between Client and KOOLMETRIX with regard to the provision of the Services. Client recognizes that he has been fully informed on these Terms and that he has accepted them before placing an order.

2. Duration

2.1 The term of this Agreement shall be indefinite. Your membership will continue until terminated, as per clause 6 hereof. We will provide to you the agreed Services with effect from the date you received our confirmation email after subscribing to our Services.

3. Provided Services

3.1 Dynamic Product Ads+ (DPA+): KOOLMETRIX undertakes in particular, for a fee, to create customized templates for Client’s product images, in order to optimize the display of Client’s products on Meta Product catalog ads. These services can only be utilized through Facebook Ads, which will be managed and placed exclusively by Client.

3.2 Client shall grant KOOLMETRIX due and appropriate access to Client’s Product Catalog Feed XML. KOOLMETRIX shall not be liable for delays and/or damages due to any delayed or inadequate granting of the above appropriate access by Client or due to errors present in the above accounts, data and information of the Client.

3.3 Client acknowledges that KOOLMETRIX in no way guarantees, nor could it by nature of the above services and technologies guarantee, the achievement of specific objectives as a result of the provision of its Services, such as, for example, a percentage increase in website traffic or in page popularity, a percentage increase in website visitors placing orders, a percentage increase in Client’s website active clientele or its turnover, a percentage increase in the number of orders, a percentage increase in click-through rates (CTR), etc. Any reference to such measurable results is based on the experience and results of the previous work of KOOLMETRIX but it is strictly indicative, does not bind KOOLMETRIX, nor does it create any claim or right to compensation in favor of Client in the event that the same or similar results are not achieved.

3.4 Client agrees that KOOLMETRIX has the right to refer to the existence of the business relationship/collaboration created under this Agreement, as well as to any positive measurable results produced during its operation for the purposes of commercially promoting and advertising its business throughout the duration of this Agreement and after its final termination. Likewise, and in implementation of the above, Client grants to KOOLMETRIX the right to use, solely for the above purposes, Client’s trademarks (e.g. posting a Client’s trademark or product mark on the corporate page or in a commercial presentation of KOOLMETRIX). It is expressly agreed that the obligations in this clause 3.4 prevail over obligations in any confidentiality conditions or confidentiality agreements if such were concluded by the Parties.

3.5 Due to the nature of the Services, which include automated procedures by using A.I. technology and require appropriate server access, KOOLMETRIX cannot guarantee that the provision of the Services will be error-free or uninterrupted. Any such technical errors or interruptions to the Services, which are caused by technical reasons, such as, for example, automated procedure errors or server errors, shall not be considered a breach of these Terms. KOOLMETRIX shall make efforts to ensure that the Services are properly provided and to correct any errors and/or restore the availability of the Services.

4. Sale of Services

4.1 The information contained in these Terms and on our Website and Shoply does not constitute a sale proposal but an invitation to get information. Your order is an offer to us to subscribe to the Services in your order. An order of Services entails the Client’s obligation to pay the monthly fees corresponding to the membership plan selected in the order.  Your contract is with KOOLMETRIX P.C.. All requests related to our Services will be processed in chronological order and, as a result, we cannot provide you with a time estimation in relation to the start date or the end date of these specific services. When you make an order, you indicate that you have read all the instructions provided during the checkout process and that you accept this contract and all its terms, without any reservation.

Placing an Order

In order to place your order and subscribe to our Services, you choose one membership plan on our website and then you are guided to the checkout area where you can create an account and place your order. KOOLMETRIX shall confirm your order by sending a related email to your email address.

Upgrade Plan

When you request an upgrade to a membership plan which costs more than your current plan per month, the upgrade can be made within one (1) working day, but you will have to pay the difference between the fees your current plan and the fees of the new plan proportionally for any days remaining in your current billing cycle. These extra fees will be calculated proportionally based on the monthly fees of your new plan.

When you make a request for an upgrade, KOOLMETRIX will need one (1) working day to set everything up. Then KOOLMETRIX will send you a notification email and you will have to go through KOOLMETRIX’s checkout area again, in order to pay the aforementioned extra fees. After the payment is made, your new membership plan will be activated. At the start of your next billing cycle, your payment method will be charged on a monthly basis according to your new plan.

Downgrade Plan

When you request a downgrade to a membership plan which costs less than your current plan per month, the downgrade will take place at the start of your next billing cycle (i.e., the first day of the next month). Until the start of the next billing cycle, your current plan will remain in force. Payments are non-refundable and KOOLMETRIX does not provide refunds of membership fees under any circumstances. At the start of your next billing cycle, your payment method will be charged on a monthly basis according to your new plan.

5. Fees and expenses – Methods of Payment

5.1 To use our Services you must subscribe to one of our membership plans, as detailed below, by providing a valid payment method that will be charged each billing cycle, until your membership is terminated. The monthly membership fee will be charged to your payment method on the first day of each billing cycle.

Client agrees that the fees detailed below constitute a fair remuneration for the Services provided by KOOLMETRIX:

DPA+ BASIC PLAN (Up to 5.000 Products): A monthly fee of 179,00 euros per month (plus VAT where applicable). KOOLMETRIX undertakes in particular, for a fee, to create customized templates for Client’s product images, in order to optimize the display of Client’s products on Meta Product catalog ads. This plan is limited to 1 Custom Template Design, 1 XML Feed (Input & Output), is updated every 4 hours and includes 1 Custom Image overlay that you can update at your will.

DPA+ PRO PLAN (Up to 15.000 Products): A monthly fee of 379,00 euros per month (plus VAT where applicable). KOOLMETRIX undertakes in particular, for a fee, to create customized templates for Client’s product images, in order to optimize the display of Client’s products on Meta Product catalog ads. This plan is limited to 2 Custom Template Designs, 1 XML Feed (Input & Output), includes Background Removal, is updated every hour and includes 2 Custom Image overlays that you can update at your will.

DPA+ ENTERPRISE PLAN (Unlimited Products): The monthly fee (plus VAT where applicable) depends on the final amount of products, as well as any other custom requests, and a personalized link will be sent to the Client via email to subscribe. KOOLMETRIX undertakes in particular, for a fee, to create customized templates for Client’s product images, in order to optimize the display of Client’s products on Meta Product catalog ads. This plan includes unlimited Custom Template Designs, unlimited XML Feeds (Input & Output), Custom Scheduling, Background Removal, unlimited Custom Image overlays that you can update at your will and is updated every hour.

5.2 The above fees do not include any applicable VAT which, when it is demanded, will be paid additionally by Client.

5.3 The above monthly fees shall be charged to Client’s payment method on the first day of each month, otherwise KOOLMETRIX will not be able to provide any services. Client expressly agrees that the provision of KOOLMETRIX’s services will begin only after the amount of the respective monthly fee has been fully paid by Client, in accordance with clause 5.1 hereof. After the fee has been paid by Client, the relevant invoice will be issued immediately and it will be sent within 3-5 working days to Client in electronic form via email. It is expressly agreed that KOOLMETRIX is not obliged to provide any service so long as all fees due by Client for the respective KOOLMETRIX’s services they require have not been paid in time. Payments are non-refundable and we do not provide refunds of membership fees under any circumstances. Any fees that have been paid in advance by Client are not refunded to him by KOOLMETRIX, even if a notice of termination has been submitted or this contract is terminated for any reason.

5.4 The payment of the above monthly fees will be made by charging the Client’s payment method each billing cycle.

5.5 We accept the methods of payment supported by Viva Wallet (www.vivawallet.com). The overall payment procedure shall be exclusively performed within the safe environment of Viva Wallet. In order to charge your payment method each billing cycle and for security reasons, through Viva Wallet, we collect and store the type of your card, your card’s last four digits and your card’s expiration date.

6. Termination of the Agreement – Cancellation of Membership

6.1

6.1 This Agreement may be terminated for any reason by either Party at any time and as a result of the termination this Agreement shall end. If we wish to terminate this Agreement, then we will send you a written notice of termination via email. If you wish to cancel your membership (i.e., terminate this Agreement), you can do so by navigating to ‘My Account > Subscriptions’ and click “Cancel”, or you can send us a membership cancellation request via the contact form on our Website.

KOOLMETRIX retains the right to terminate the provision of the SHOPLY at any time and at its sole discretion, for any reason, without prior notification and the termination will take place immediately.

If no advance payment of fees has been made by Client prior to the written notice of termination or cancelation request, then the contract is terminated immediately. If a fee has been prepaid by Client prior to the written notice of termination or cancelation request, then after the written notice of termination or cancelation request KOOLMETRIX will continue to provide its Services for the period of time already prepaid by Client, unless Client requests otherwise, in which case the contract is terminated immediately. Once the aforementioned period of time for which a fee has already been paid in advance by Client has passed, then KOOLMETRIX will cease to provide its Services and this contract will be terminated. If the contract is terminated as defined in this clause 6.1, then KOOLMETRIX has no obligation to refund to Client any amount of fees that has already been paid in advance.

6.2 This Agreement shall be terminated by KOOLMETRIX immediately in case Client does not comply with its confidentiality obligations as outlined herein or if Client transfers or assigns to a third party its obligations or rights under this Agreement, unless KOOLMETRIX has been informed and has consented in writing to such transfer/assignment. If the contract is terminated as defined in this clause 6.2, then KOOLMETRIX has no obligation to provide any service after the termination of this agreement, nor to refund to Client any amount of fees that has already been paid in advance.

6.3 This Agreement shall be automatically terminated upon a Party’s death or upon the appointment of a legal guardian for a Party and in case a Party is dissolved, declared bankrupt, or is put into special liquidation or a respective request is pending against it or a request for a conciliation/reorganization procedure is pending against it or when it terminates its operations in any manner or if a Party is found, under applicable law, to be operating illegally and/or is involved in illegal activities. If the contract is terminated automatically, then KOOLMETRIX has no obligation to provide any service after the termination of this agreement, nor to refund to Client any amount of fees that has already been paid in advance.

7. Nature of Collaboration

Due to the nature and purpose of this Agreement, KOOLMETRIX provides independent services, which means that KOOLMETRIX shall not be subject to the supervision or control of Client and answers to Client only for the quality of the services KOOLMETRIX provides and for KOOLMETRIX’s timely response to the requirements of Client. It is clarified that KOOLMETRIX hereby does not undertake to provide online advertisement placement services or advertising budget management services, nor any other service beyond those expressly mentioned in clause 3 and 5 hereof.

8. Information, technical specifications and data of Client – Force Majeure

8.1 The Parties expressly agree that the appropriate, accurate and timely disclosure/delivery by Client to KOOLMETRIX of all the required information, technical specifications and data is necessary for KOOLMETRIX to meet its obligations under this Agreement. Therefore, KOOLMETRIX is not liable for inadequate or late provision of services, works and deliverables if this is due to the inadequate, inaccurate or late provision of all the aforementioned elements by Client to KOOLMETRIX. Client must provide and/or obtain, at their own cost, any equipment (such as servers and computer systems) necessary for accessing and using the Services.

8.2 Neither Party shall be liable for failure to fulfil its obligations, if it is due to force majeure, as defined by the existing applicable legislation and the case law of Greek Courts, for as long as the force majeure events persist. Each Party shall notify the other Party in writing without delay when those reasons cease to exist.

9. Liability

9.1 To the fullest extent permitted by applicable Law, it is expressly agreed that damages paid by KOOLMETRIX to Client, due to any cause that may arise from or may be connected with this Agreement, may not be higher than the amount paid, if any, by Client to KOOLMETRIX during the six (6) month period prior to any cause of action arising, unless otherwise specified in a particular term herein. The above limitation of liability, which is the total maximum threshold of compensation, is also applicable when Client’s right to compensation is based on more than one cause, claim or legal basis.

9.2 It is expressly agreed that with regard to the content of promotional actions and displayed advertisements, as well as any statements and representations included in them and intended for consumers and users of the Internet, KOOLMETRIX bears no responsibility or liability whatsoever towards any third party or authority for the accuracy, appropriateness and truthfulness of such statements, information and representations (e.g. Product Feed XML), towards whom Client remains solely responsible and liable, unless KOOLMETRIX has acted contrary to the instructions of Client or contrary to a provision of law governing its operation, good faith and honest commercial practices. Client is solely and fully responsible for the quality, accuracy, completeness and appropriateness of any Client data (including products) transmitted through the Services.

9.3 Client shall fully indemnify and cover KOOLMETRIX by any legal means and for any damages, including any amount awarded against KOOLMETRIX by judgment or charged, legal costs and fees of KOOLMETRIX’s lawyers, as well as any moral damages, in any case where KOOLMETRIX for any reason is convicted or has agreed via a court or out-of-court settlement to indemnify a third party who has been harmed by KOOLMETRIX’s acts or omissions or if KOOLMETRIX is obliged to pay an administrative or other fine or fee to any Greek or other Authority or Service or when any penalty is imposed to KOOLMETRIX, for any act or omission made by KOOLMETRIX under Client’s orders and/or for the purposes of this Agreement.

9.4 KOOLMETRIX shall not be liable for business or operational disruptions, lost profits and revenue, operating losses, loss of data or inability to access data, lost savings, third-party claims against the Client, or any indirect or consequential damages of any kind.

10. Intellectual Property and Third Party Rights

10.1 The Parties agree that any intellectual property rights created by KOOLMETRIX for the purposes and over the course of this Agreement, shall not be transferred. It is expressly agreed that this term applies to the content of all deliverables and content in general created by KOOLMETRIX under this Agreement. KOOLMETRIX shall, however, grant Client a license to use such intellectual property exclusively for the purposes of this Agreement. The aforementioned license to use shall be revoked automatically after the Parties have terminated their collaboration in any way. This Agreement does not grant Client any intellectual property rights in the Services.

10.2 The Parties agree that the Services and any data (metrics, statistics etc.) related to the use of the Services, which are collected and processed by KOOLMETRIX while providing the Services, are the proprietary property of KOOLMETRIX. All relevant rights to the Services, including intellectual property rights (trademarks, copyrights, etc.), and any content therein created by KOOLMETRIX, belong to KOOLMETRIX solely and exclusively.

10.3 Client shall retain ownership of his data. Client grants KOOLMETRIX a license to use any Client data that is necessary for the provision of the Services. KOOLMETRIX may use Client’s data relevant to performance and content used in an aggregated and anonymous manner for statistical purposes.

11. Confidentiality Duty

11.1 Each Party promises and undertakes the obligation not to disclose directly or indirectly to third parties any information classified as confidential by its nature or by an agreement, as detailed bellow, and which has been disclosed by the other Party, unless such disclosure is necessary for the purposes of this Agreement or the other Party allows it in writing. In addition, each Party promises and undertakes the obligation:

1. a) To give access to confidential information only to its employees and associates only if they are involved in this Agreement and only to the extent necessary to provide the agreed Services and the generally smooth performance of this Agreement.
2. b) To protect confidential information and to take the greatest possible precautions – measures to prevent any unauthorized use, publication or dissemination in any way of confidential information.
3. c) To immediately notify the other Party if it becomes aware that information classified as confidential, as detailed below, have become known or are in danger of becoming known to third parties due to actual or potential error or negligence. In the latter case, it must contribute in any way possible, unless otherwise requested, in order to limit the scope and/or the consequences of the disclosure.

11.2 For the purposes of this Agreement, “confidential information” means any technical, financial, accounting, scientific, commercial, legal or other information that is owned or held by a Party (either because they have been acquired by that Party or because they have been entrusted to the Party by third parties) and have been or will be disclosed to the other Party in any form (written, oral, electronic, designs, etc.) in the context of their cooperation as defined by the terms of this Agreement or in the context of its drawing up and operation. In doubt, all the terms contained in this Agreement, as well as any future modifications or extensions or future schedules of this Agreement, shall be considered confidential information.

11.3 The Parties undertake the obligations arising from this clause 11 for the duration of this Agreement and for three (3) years after its termination or suspension in any way. In the event that this Agreement is amended or replaced by another agreement, the terms of this clause 11 shall continue to be binding on the Parties, unless the Parties in writing abolish or amend in any way this clause 11 that pertains to confidentiality duty.

12. Personal Data Processing Terms

For the purposes of the terms that relate to the processing of personal data, Client shall be called “Controller” and KOOLMETRIX shall be called “Processor”. Controller and Processor mutually agreed and accepted the following:

1. During the performance of this Agreement and for its purposes Controller may disclose or transfer to Processor information that constitute Personal Data under applicable Greek and European Union (EU) legislation (hereinafter “Applicable Law”).
2. It may be necessary for Processor to process certain Data that are considered Personal Data under Applicable Law on behalf of Controller, in order to successfully perform its obligations under this Agreement.

Therefore, the following were agreed, stipulated and mutually accepted:

12.1 Processor is appointed by Controller to Process such Personal Data for and on behalf of Controller as is necessary for the performance of this Agreement, and as may subsequently be agreed to by the Parties in writing. Any such subsequent agreement shall be subject to the provisions of this Agreement.

12.2 Processor shall process Personal Data exclusively for the purposes of this Agreement, as entered into between the Parties, on behalf of and only under the direction of Controller, unless Processor has a legal obligation under the Applicable Law to do otherwise.

12.3 In case Controller transfers or in any way discloses to Processor Personal Data which are not necessary for the performance of this Agreement, then Processor shall notify Controller of this occurrence and shall destroy or delete completely the aforementioned unnecessary data.

12.4 The data will be processed exclusively within a Member State of the European Union (EU) or within a Member State of the European Economic Area (EEA). Any transfer of data to a country which is not a Member State of either the EU or the EEA requires the prior consent of Controller and is subject to compliance with the special requirements on transfers of personal data to countries outside the EU/EEA, in accordance with the Applicable Law.

12.5 Processor shall keep Personal Data logically separate to data Processed on behalf of any other third party.

12.6 Throughout the duration of Processing, Processor shall take measures to establish data security in accordance with Applicable Law. The measures to be taken must guarantee a protection level appropriate to the type of data, to the nature and the purpose of processing and to any relevant risks, and must guarantee the confidentiality, integrity, availability and resilience of the Personal Data. The aforementioned technical and organizational measures shall be monitored and evaluated regularly by Processor.

12.7 Processor undertakes to provide to Controller on request all necessary information, clarifications and evidence that are necessary for Controller in order to attain knowledge of which are the technical and organizational measures that are mentioned in clause 12.6 hereof.

12.8 Processor ensures that its personnel, under any capacity and especially if they have access to Personal Data, are well trained and have the necessary skills and knowledge in order to enable Processor to fully meet its obligations under this Agreement.

12.9 If a Data Subject makes an application directly to Processor to request the exercise of any of its rights that are relevant to his Personal Data that are processed by Processor under this Agreement, then Processor must forward this request to Controller without delay and to execute Controller’s directions accurately. Processor may not on its own authority take any action, especially Processor may not rectify, erase or restrict the Processing of Personal Data that is being processed on behalf of Controller, but shall only do so on written instructions from Controller or if it is required by this Agreement or by Applicable Law.

12.10 Processor shall notify Controller in the most expedient time possible under the circumstances and without unreasonable delay after having become aware of any potential, accidental, unauthorized, or unlawful destruction, loss, alteration, or disclosure of, or access to, Personal Data (hereinafter “Personal Data Breach”). Processor shall investigate the Personal Data Breach and inform Controller. In addition, Processor shall take appropriate measures, within his capabilities, to prevent further Personal Data Breaches. In consultation with Controller, Processor shall take all appropriate actions and measures to restore the security level, to secure the data and to limit any possible further detrimental effect on the Data Subjects and on Controller’s interests, if this detrimental effect is connected to the Personal Data Breach or is a consequence of the Personal Data Breach.

In addition, Processor shall provide to Controller any information that Processor has and that Controller may reasonably ask in relation to the Personal Data Breach.

12.11 Processor shall assist Controller by taking appropriate measures with regard to Controller’s obligation to inform competent authorities and Data Subjects in case of a Personal Data Breach (obligation to notify and communicate a personal data breach), as well as with regard to any obligation to produce an Impact Assessment (DPIA).

12.12 Upon completion of the contractual work as laid down in this Agreement or when requested by Controller, and within a reasonable time which shall not exceed ten (10) days, Processor must, at the discretion of Controller, return to Controller all documents in its possession and all work products and data produced, or delete them in compliance with the Applicable Law. The deletion log must be presented by Processor upon request by Controller.

12.13 Controller hereby declares that upon entering into this Agreement Controller is aware that, for the provision of the Services of this Agreement, it is necessary to use the services of the following third-party providers and consents to such use in case they are considered, for any reason, to be Sub-Processors of Processor:

Processor is prohibited from assigning to a Sub-Processor the processing in any way of personal data, which Processor undertook under this Agreement, unless, prior to the commencement of the aforementioned processing, the following conditions are met cumulatively:

1. a) Processor has notified in writing Controller and has Controller’s written consent. The relevant notification must at least include, apart from Sub-Processor’s identity, the purposes and the extent of the proposed Processing by a Sub-Processor, as well as information on whether the processing will take place in a country outside of the EU/EEA.
2. b) Processor has guaranteed that the proposed processing by Sub-Processor is completely compliant with Greek and EU Personal Data legislation.
3. c) Processor shall impose on Sub-Processor the same data protection obligations, which Processor undertakes towards Controller, as set out in this Agreement, in particular with regard to the provision of sufficient guarantees to implement appropriate technical and organizational measures in such a manner that the Processing will meet the requirements of the Applicable Law.

12.14 In case Controller, with regard to the data mentioned in this Agreement, is considered a processor under Applicable Law, then it is agreed that the other Party herein is considered a sub-processor and that with regard to everything else all the terms of this Agreement apply fully.

13. General and Final Terms

13.1 The exercise or the delay in the exercise of any of the rights, powers or privileges arising hereunder by any of the Parties cannot be regarded as a waiver of such or other rights, powers or privileges.

13.2 In the event that any of the terms, conditions or provisions of this Agreement shall be held invalid to any extent, such term, condition or provision shall be severed from the remaining terms, conditions and provisions which shall continue to be valid to the fullest extent permitted by law, and the Parties agree to replace any such invalid term, condition or provision with a valid one, that satisfies as much as possible the objective purpose of the invalid one.

13.3 Where this Agreement requires notification or disclosure by one Party to the other Party, such communication can be the exchange of messages via electronic mail (emails), unless it is prohibited by a mandatory provision of the applicable law or a clause of this Agreement requires a different means of communication. We will send you information relating to your account and plan via email.

13.4 All amendments and additions to this Agreement, as well as all statements, applications, approvals, etc. of the Parties relating to the contractual relationship, must be made in writing, including emails.

13.5 Client expressly declares and warrants to KOOLMETRIX that Client’s business and any websites and web applications owned or managed by Client operate legally and comply with all applicable legal requirements, having obtained the relevant licenses.

13.6 If a person is accepting this Agreement on behalf of Client, then this person expressly states and warrants that he is duly authorized and has right, power, authority, legal capacity and/or power of attorney to legally represent and bind the legal person which he represents and which is Party to this Agreement.

13.7 When you create an account and place an order, we collect and store all the information you provide during checkout. Your payment method information is collected and stored according to clause 5 herein. Any personal data collected are processed in accordance with clause 12 herein and our Privacy Policy. You should keep your password confidential.

13.8 This contract is between you and KOOLMETRIX. No other person shall have any right to enforce any of its terms and the agreement of any other person cannot be a prerequisite of ending the contract or making any changes to these Terms, unless the applicable law directly provides otherwise.

13.9 This agreement constitutes the entire agreement and understanding between the Parties with regards to the above Services and supersedes any previous arrangement, understanding or agreement between them and it regulates exclusively the relations between the Parties, provided that there are no written supplements or other Schedules that will be characterized as constituent elements of this Agreement or other Agreements for different Services.

13.10 Any breach of any of the terms hereunder may constitute a material breach of this Agreement and may cause its termination, in accordance with clause 6 hereof.

13.11 This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the Laws of the Hellenic Republic (Greece) and the courts of Athens, Greece shall have exclusive jurisdiction.