Terms of use LATO Start-up

LATO START-UP SAAS SERVICE – TERMS OF USE

THE SUPPLIER (DEFINED BELOW) IS WILLING TO GRANT YOU RIGHTS TO ESTABLISH AN ACCOUNT AND TO USE THE SERVICE (DEFINED BELOW) ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. PLEASE READ THE TERMS OF USE AGREEMENT CAREFULLY. BY CLICKING ON “I ACCEPT”, YOU WILL INDICATE YOUR AGREEMENT WITH THEM. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY OR PERSON, YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY OR PERSON TO THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ENTITY OR PERSON, THEN THE SERVICE PROVIDERS ARE UNWILLING TO GRANT YOU RIGHTS TO ACCESS AND USE THE SERVICE.

Effective Date as of first day LATO Strategy Tool Start-up Service commences.

Parties

This Agreement between you (“Customer”) and LATO Leadership Automation Tools Oy (Finnish business entity ID 2599804-9), Hiilikatu 3, 00180 Helsinki, Finland (“Supplier”) consists of the Terms of Use and Conditions for using LATO Strategy Tool as Software as a Service (SaaS).

If you are not acting on behalf of yourself as an individual, then “you” and “Customer” means your company or organization or the person you are representing. The company or organization you represent will be the one registered and paying for the service specified as part of the online purchase.

Scope of Service in Use

Supplier shall perform services to provide the LATO Start-up standard configuration of LATO Strategy Tool software (“Service” or “Application”) to Customer on a Software as a Service (“SaaS”) basis.

Service consists of the LATO Start-up standard configuration of Strategy Tool Software and the back-end hosting facility and platform located in the EU area. Supplier reserves the right to update and modify the Service from time to time.

The Service shall be opened after successful credit card payment for the initial usage period of ten (10) months (“Initial Phase”), which includes the online purchase based amount of active user licenses (”Users”). The Service will continue without interruption after the initial usage period unless this agreement is terminated during the initial phase. LATO Essential pricing plan includes maximum 10 users.

Any other services shall be agreed upon separately in.

Prices

A valid LATO SaaS Price List is available at http://www.latotools.com/pricing.

The Supplier has the right to decrease or increase their prices by updating the Price List. The supplier shall inform the Customer of this change in writing. Any changes to prices may become effective no earlier than sixty (60) days from the Supplier’s notice to the Customer.

Term and Termination

The Supplier shall open the Service to the Customer upon successful online order. The Initial Phase will begin as soon as the Customer’s first user receives an email with access to the Customer’s LATO Start-up environment.

This Service Agreement shall remain in effect for the duration of the Initial Phase unless the Parties agree together to terminate it at an earlier date. Either Party may terminate this Agreement by the end of the Initial Phase by giving written notice to the other Party. Unless neither party terminates this Service Agreement at the end of the Initial Phase, this Agreement shall be automatically renewed after the Initial Phase on monthly recurring basis. After the Initial Phase each usage period will last for six months at a time and will be automatically renewed after each usage period. After the Initial Phase either Party may terminate this Service Agreement 10 days before next 6 months usage period renewal by written request.

The Parties also have a right to terminate this Agreement according to Terms specified in Appendix A.

Payment

Credit card payments fees for the Initial Phase shall be invoiced monthly. After the Initial Phase service Fees shall be invoiced monthly beforehand.

User based fees. The Subscription fee will remain fixed during the monthly billing period. When Customer alters their subscription type for other pricing plan, an updated pricing plan is applied in the next month billing period. The Supplier will monitor or audit remotely the number of users in the Application.

All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities. and the Customer shall be responsible for the payment of all such taxes, levies, or duties.

All credit card payments shall be due immediately from the date of the billing or initial purchase. For unpaid payments, supplier has right to froze access for usage until payment is made.

Appendices

The below appendices shall be attached to this Terms of Use Agreement:

Appendix A)             Software License Terms, SaaS

Appendix B)             General Terms and Conditions, SaaS

In case of discrepancies between this document and the appendices this document shall prevail over Appendix A and Appendix A shall prevail over Appendix B.

Modification of this Agreement.

The Supplier reserve the right to modify this Agreement at any time by posting an amended Agreement that is always accessible through links placed on latotools.com web pages or by giving you prior notice of a modification. You should check this Agreement periodically for modifications by scrolling to the bottom of this page for a listing of material modifications and their effective dates. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF LATO SERVICE FOLLOWING OUR POSTING OF AN AMENDED AGREEMENT OR PROVIDING YOU NOTICE OF A MODIFICATION WILL CONSTITUTE BINDING ACCEPTANCE.

The Supplier shall have the right to transfer any outstanding accounts to a third party with a written notice to the Customer.

The Supplier shall have the right to assign this Agreement to another company owned by the Supplier or the Supplier’s parent company or to a third party to which the relevant business has been transferred to by giving a written notice to the Customer.

This Service Agreement shall be governed by and construed in accordance with the laws of Finland. The Parties shall attempt to negotiate in good faith any dispute or claim arising out of or in relation to this Service Agreement. If the dispute cannot be settled amicably between Parties, the dispute or claim shall be finally resolved in the District Courts of Helsinki, Finland.

 

A) SOFTWARE LICENSE TERMS, SAAS

(1)                  These Software License Terms shall apply to the license of LATO Strategy Tool Application and Software to Customer under the Agreement to which these Software License Terms have been attached to. The definitions made elsewhere in the Agreement, shall also apply to these Software License Terms.

(2)                  The license to Application and Software is granted either directly by the owner of Application and Software, LATO Leadership Automation Tools Oy (“Software Owner”) as the Supplier or by an authorized license distributor of Software Owner, in which case the Software Owner shall have a direct responsibility towards the Customer only for such obligations as expressly specified herein.

(3)                  The Supplier who is a distributor of the Software Owner warrants that it has all rights necessary from the Software Owner to grant the license specified in Service Agreement and these Software License Terms and to meet its obligations specified therein.

1                    LICENSE

(1)                  The Supplier hereby grants to the Customer a limited, non-exclusive and non-transferable license to use Application, including Software, subject to any limitations in Service Agreement, solely for the Customer’s and its affiliates’ internal business operations. The Customer may only allow third parties access to Application or Software subject to an express written permission of the Supplier.

(2)                  All rights to the Application or the Software shall be reserved to the Software Owner and the Customer’s rights shall be exclusively specified in the Terms of Use Agreement and these Software License Terms.

(3)                  The license granted to the Customer shall be valid only through the term of the Terms of Use Agreement.

2                    INSTALLATION ENVIRONMENT

(1)                  The Application is installed in hardware operated by the Software Owner or by a third party for the Software Owner and the Customer shall not have any license to install any copies of the Application, the Software or any of its components to its own ICT-systems.

(2)                  The Software Owner shall operate and maintain the Application in its own technical environment or in an environment hosted for the Software Owner by a third party at the Software Owner’s selection, making it available on a “Software as a Service (SAAS)” basis.

(3)                  Users shall log into the Application with individual login codes and passwords. The connection to the Application shall be encrypted using a standard SSL encryption. The Customer shall be responsible for the data connections from its own ICT systems to the Application.

3                    USER MANAGEMENT AND ACTIVATION

Unless otherwise agreed in the Terms of Use Agreement, the Customer shall manage Users, including the creation and management of User accounts for individual Users and responding to User questions and requests.

4                    SERVICE LEVELS

(1)                  The Software Owner shall strive for the Application to be available for 24/7. The Supplier does not guarantee the level of 24/7 availability of Service. Any disruption in the Service is intended to be remedied as quickly as possible and Customers are informed on a best effort basis. Supplier reserves right for one planned monthly maintenance break which may take up to four hours. Additionally supplier shall ensure the Application has sufficient hardware capacity, electricity, storage media, etc. as well as operation processes such as backups.

(2)                  Access to the Application will be available through the Internet, provided, however, that neither the Supplier nor the Software Owner shall be responsible for the Customer’s inability to access the Application due to unavailability of Internet service, failure of communications, or similar reasons.

(3)                  The Supplier shall make the respective reduction to the Monthly Service Fee in the next invoice after the request; provided, however, that no reduction shall be made for requests which cannot be supported with any Service logs, technical records, or other documentation.

5                    MAINTENANCE AND UPDATES

(1)                  The Software Owner shall be responsible for the maintenance and monitoring of the Software and shall have a right to update the Software with such fixes, service packs, new releases and versions as the Software Owner sees fit, subject to retaining Application functionality and Service availability.

6                    TECHNICAL SUPPORT

(1) The Supplier shall provide the Customer with Technical Support in the form of responses to questions by email at no additional charge. If other additional services for proper use and utilization, for training or for consulting services are requested, Supplier as a service provider or Supplier’s service provider partner shall provide such services on a time and materials basis. Customer shall pay the service provider the standard rates when such services are provided.

7                    USE RESTRICIONS

(1)                  The Customer shall not directly or indirectly reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Application; copy, modify, translate, or create derivative works based on the Application; rent, lease, distribute, sell, resell, assign, or otherwise transfer rights to the Application; use the Application for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels on the Application.

(2)                  The above restriction shall also apply to the Customer having a third party perform any of the above on its behalf or under the Customer’s instructions.

8                    IPR INDEMNIFICATION

(1)                  The Software Owner shall defend any action brought against the Customer if the Software infringes any third party copyright, trademark, trade secret or other Intellectual Property Right and shall settle any such action and shall pay such damages, which

(i)                   a final court of competence orders Customer to pay without right of appeal; or

(ii)                  the Customer has with the Software Owner’s written consent paid to a third party as part of a settlement; if the payment ordered by the court or the settlement would be a result of the Software breaching a third party Intellectual Property Right

(2)                  As a condition to the Software Owner’s obligations under this Section 8, the Customer shall

(i)                   notify the Software Owner promptly in writing as to any event of which the Customer has knowledge that would give rise to an indemnity obligation hereunder;

(ii)                  provide reasonable cooperation and assistance to the Software Owner; and

(iii)                  grant the Software Owner full authority to manage the defense or settlement of the claim.

The Software Owner shall maintain control and direction of said defense at its expense, provided that the Customer, at the Customer’s expense, shall have the right to participate in such defense.

(3)                  The indemnification obligation specified above shall not apply to any claim for infringement resulting from:

(i)                   the combination, operation or use of Application or Software with any code or programs not developed or supplied by the Software Owner if such a claim would have been avoided but for such combination, operation or use;

(ii)                  the use of the Application or Software as modified or enhanced by the Customer if such modification or enhancement results in an infringing or violating product or computer program, and if the use of the unmodified Application or Software would have avoided such infringement or violation; or

(iii)                  the use of the Application or Software in violation of the provisions of the Service Agreement.

 

B) GENERAL TERMS AND CONDITIONS, SAAS

These General Terms and Conditions shall apply to the provision of Services by the Supplier to a Customer under the Service Agreement to which these General Terms and Conditions have been attached to.

1                    DEFINITIONS

In addition to any definitions made in the Service Agreements, the following capitalized terms shall have the following meanings:

“Application” – Web-based strategy execution application of the Software Owner and related Software and mobile application.

“Confidential Information” – Technical, financial and commercial information and data relating to a Party’s or its clients’ respective businesses, including but not limited to Intellectual Property Rights of a Party, whether in tangible or in intangible form.

“Content Services” – Services for the collection, analysis and processing of Content.

“Content” – Any strategy execution information or other data collected by the Supplier or third parties for the Supplier in whatever form or format from time to time and any document or media containing such information or data.

“Customer Data” – Any strategy execution information or other data collected by the Customer or third parties for the Customer in whatever form or format from time to time and any document or media containing such information or data.

“Intellectual Property Rights” – Patents (including utility models), design patents, rights in designs and other like protection, copyright, business, product and domain name, trademark and any other form of statutory protection, of any kind and applications for any of the foregoing respectively as well as any trade secrets, whether or not capable of registration.

“Mobile User” – An individual who has been granted a right to use the Mobile Extension of the Application, whether an employee of the Customer or a representative of a third party contractor of the Customer, all at the sole and exclusive responsibility of the Customer.

“Party” or “Parties” – The Supplier and the Customer, including their respective affiliates from time to time.

“Pilot Phase” – Initial phase as specified in the Service Agreement.

“Service Agreement” – The service agreement for the provision of Services by the Supplier to the Customer, including its Appendices.

“Service Fees” – Fees payable by the Customer to the Supplier under a Service Agreement for Services and use of Application and license to Software.

“Service(s)” – All services supplied by the Supplier to the Customer pursuant to the Service Agreement.

“Software” – LATO Strategy Tool software of the Software Owner as updated by the Software Owner from time to time.

“Software Owner” – LATO Leadership Automation Tools Oy, a Finnish corporation, at Hiilikatu 3, 00180 HELSINKI , Business Identity Code FI2599804-9, the owner of Application and Software.

“Technical Support” – Any technical support services provided by the Supplier in respect of the Application and use thereof.

“User” – An individual who has been granted a right to use the Application, whether an employee of the Customer or a representative of a third party contractor of the Customer, all at the sole and exclusive responsibility of the Customer.

2                    GENERAL OBLIGATIONS OF PARTIES

2.1                 Supplier

(1)                  The Supplier shall perform Services with all due skill, diligence, prudence and foresight which would reasonably be expected from a service provider skilled and experienced in the field.

2.2                 Customer

(1)                  The Customer’s cooperation and assistance is essential for the Supplier to successfully carry out its obligations under Service Agreement. The Customer shall fulfill its obligations in the manner specified in Service Agreement and shall allocate sufficient personnel resources required to perform such obligations and tasks.

(2)                  The Customer shall make available to the Supplier the items and tools, as specified in the Service Agreement or otherwise reasonably required for the Supplier’s performance of Services. The Supplier shall be responsible for the safe custody of such items while they are in its care.

3                    CHANGE MANAGEMENT

(1)                  The Supplier shall have a right to implement changes to the Software and Application to the extent such changes do not have any material adverse effect on the functionality of the Application.

4                    SUBCONTRACTING

The Supplier may use subcontractors for the provision of Services but shall remain fully liable towards the Customer for the performance of such subcontractors as well as compliance of such subcontractors with the contractual obligations specified in the Term of Use Agreement.

5                    REFERENCE RIGHTS

If agreed in written, the Supplier and Software Owner shall have a right, both during and after the validity of any Service Agreement, to refer to the Customer name as reference and use the name and logo of the Customer in its marketing communications provided that the exact contents of the cooperation or any details of any specific assignments shall not be specified.

6                    LIMITED WARRANTY

(1)                  The Supplier warrants that the Application will function materially as specified in the Service Agreement. The Supplier shall not warrant that the Application is error-free or available to Users without interruption.

(2)                  The sole remedy for any breach of the above warranty is to bring the Application into compliance with the Service Agreement.

(3)                  In no event shall the Supplier be responsible for errors or faults of Application, which are directly and solely caused by:

(i)                   the incorrect use of the Application contrary to the Supplier’s instructions, or

(ii)                  modifications to the Application made by the Customer or a third party not authorized by the Supplier.

(4)                  THE SUPPLIER HEREBY EXPRESSLY DISCLAIMS ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7                    CONFIDENTIALITY

(1)                  Neither Party shall disclose to third parties nor use for any purpose other than for the proper fulfillment of the purpose of Service Agreement (“Permitted Purpose”) any Confidential Information of the other Party, received from the other Party (“Disclosing Party”) in whatever form under or in connection with Services without the prior written permission of Disclosing Party.

(2)                  The Software and Application, as well as the related methods, resources and processes shall always be deemed Confidential Information.

(3)                  The confidentiality obligation shall not apply to Confidential Information, which

(i)                   was in the possession of the Party receiving Confidential Information (“Receiving Party”) prior to disclosure as proven by Receiving Party;

(ii)                  was in the public domain at the time of disclosure or later became part of the public domain without breach of confidentiality obligations;

(iii)                  is independently developed by Receiving Party without reference to information of Disclosing Party;

(iv)                 was disclosed by a third party without any obligation of confidentiality; or

(v)                  is required to be disclosed pursuant to law, provided, however, that if legally possible a minimum of ten (10) days written notice shall be provided by Receiving Party to permit Disclosing Party to take such action as it deems appropriate to limit such disclosure.

(4)                  Each Party shall limit the access to Confidential Information to those of its personnel for whom such access is necessary for the proper performance of Service Agreement.

(5)                  Each Party shall protect the confidentiality of Confidential Information of the other Party at least with the same degree of care as it exercises in respect of its own Confidential Information, but in no event less than reasonable care.

(6)                  The obligations set in this Section 8 shall survive for a period of three (3) years after the expiration or termination of the Service Agreement.

8                    INTELLECTUAL PROPERTY RIGHTS

(1)                  All rights, including but not limited to all Intellectual Property Rights, to the Application, Services, Software, upgrades, updates, modifications, Supplier’s Confidential Information or copies thereof and all related documentation shall at all times remain solely the exclusive property of the Supplier or the respective original rights holder, such as the Software Owner.

(2)                  All Intellectual Property Rights developed or gained through the provision of Services and the operation of the Application shall automatically vest in and remain the exclusive property of the Supplier or Software Owner, as appropriate in each case.

(3)                  The Supplier shall remain free to provide similar services to other customers.

(4)                  Title and all Intellectual Property Rights in and to the reports, documents, data, drawings, models and other information and materials supplied by the Customer (“Customer Information”), which the Supplier may need for the performance of Services, shall at all times remain with the Customer.

(5)                  The Supplier shall use Customer Information only for the purposes of fulfilling Service Agreement and no license or other rights are granted to the Supplier to such Customer Information.

9                    CUSTOMER TRADEMARKS AND INFORMATION

Inclusion of any proprietary trademarks or information of the Customer to any configuration of the Application shall not imply any transfer of rights to such trademarks or information to the Supplier or any third party. Upon the termination or expiration of the Service Agreement for any reason, the Supplier shall cease the use of any such Customer trademarks or information.

10                  LIMITATION OF LIABILITY

(1)                  Neither Party will be liable for any indirect, incidental, collateral, exemplary, punitive or consequential loss, damage, cost or expense, such as business interruption, or any loss of business, anticipated savings, revenue, goodwill or reputation or loss of data, (“Loss”) even if they have been advised of the possibility of such Loss.

(2)                  The maximum aggregate amount of compensation for any damage for which a Party may be liable to the other under the Service Agreement shall in the aggregate be limited to one hundred percent (100%) of Service Fees actually paid by the Customer to the Supplier under the Service Agreement during the three (3) month period preceding the incident having caused the damage.

(3)                  The limitation of liability contained in Sections 11(1) and 11(2) shall not apply to any Loss or damage caused by breach of confidentiality obligations, breaches by one Party of the other Party’s Intellectual Property Rights or to any damage caused by willful conduct or gross negligence.

(4)                  A Party shall notify the other Party of any claim, with detailed explanation, within thirty (30) days of discovering the event causing the damage, or otherwise the other Party’s liability for compensation will lapse.

(5)                  Both Parties shall use their reasonable endeavors to mitigate any damage.

11                  TERMINATION

11.1                Termination for Breach

Either Party may terminate the Service Agreement with an immediate effect by a written notice to the other Party if the other Party commits a material breach of Service Agreement, unless such breach has been remedied by the defaulting Party within thirty (30) days after receiving a written notice from the non-defaulting Party demanding remedy. The Customer’s failure to pay Service Fees when due shall always be deemed a material breach.

11.2                Survival of Terms

Such provisions of the Service Agreement which expressly survive the termination of the Service Agreement or which otherwise due to their nature have been intended to survive, shall remain in effect in accordance with their terms following the termination of the Service Agreement for any reason.

12                  FORCE MAJEURE

(1)                  The terms and conditions of the Service Agreement shall be subject to force majeure and neither Party shall be responsible for any consequences caused by circumstances beyond its reasonable control, including but without limitation to war (whether declared or not), acts of government or the European Union, export or import prohibitions, acts of terrorism, breakdown or general unavailability of transport, Internet disruptions acts of terrorism, general shortages of energy, fire, explosions, accidents, strikes or other concerted actions of workmen, lockouts, sabotage, hacker attacks, civil commotion and riots.   (2)  Notwithstanding the foregoing, any payment obligation of the Customer shall in any event not be excused for longer than a maximum of fifteen (15) days.  Neither Party shall claim damage or any other compensation from the other Party for delays or non-fulfillment of the Service Agreement caused by force majeure.

(3)                  In the event the delay or non-performance of either Party (except the Customer’s payment default) continues for a period of six (6) weeks due to reasons of force majeure, then either Party shall have the right to terminate the Service Agreement with immediate effect.