PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING “ACCEPTED AND AGREED TO,” YOU AGREE TO THESE TERMS AND CONDITIONS.
EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON EXECUTING THIS AGREEMENT ON CUSTOMER’S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS.
DESCRIPTION OF THE SERVICE
Lavakettu coaching is a self-guided learning platform that offers Lavakettu Toolkits, best practice video guidance and other support materials for Voice coaching and implementation. The Service can be accessed at www.lavakettu.fi (the ”Site”).
The registration of an account is free. Upon registration you are required to provide your name, an email address and a user password in order to create a user account. You may also be asked to provide additional information such as name of the legal entity on behalf of which you are subscribing the Service.
You may delete your user account at any time by using the delete account functionality that can be found under Settings tab.
Supplier may delete your user account if you do not have active subscription and you have not used the Service during the past 12 months.
Customer may access only those Voice coaching Toolkits and other content (“Lavakettu Content”) that Customer has subscribed and paid for.
Supplier may, at its sole discretion, offer certain Lavakettu coaching Content free of charge.
Each paid subscription for Lavakettu Content is valid for 4 weeks from the date of the purchase.
If you are not 100% satisfied with your first purchase of Lavakettu Content, you can contact customer support by email (email@example.com) and get a full refund during the first 30 days of your first subscription.
No refunds are available after the first 30 days if Customer decides to not use the Service for the whole duration of the paid subscription period.
Customer shall authorize payments by credit card at the time of the purchase. Customer is required to provide correct and up-to-date credit card information. The credit card information required to process the payments will remain only at the credit card payment processor. Supplier will not keep records of such information.
Subscription fees for the Lavakettu Content are listed on the Site. Supplier may change subscription fees at any time by posting new fees on the Site. New fees shall apply for the new subscriptions purchased after the posting of new fees. Supplier may also from time to time update and change its catalog of available toolkits, templates and other content.
Fees on the Site are quoted exclusive of Valued-added Tax and other taxes. All applicable taxes are calculated in accordance with the applicable law in force at the time of purchase and on the basis of the billing information Customer provides to Supplier at the time of purchase. If Customer is a legal entity located in the European Union outside Finland, Customer shall upon request provide Customer’s VAT registration number.
RIGHTS TO USE LAVAKETTU CONTENT AVAILABLE ON THE SITE
Supplier retains all right, title, and interest in and to the Lavakettu Content and the Service, including without limitation all software used to provide the Service and all graphics, user interfaces, logos, and trademarks reproduced through the Service. This Agreement does not grant Customer any intellectual property licence or rights in or to the Service or any of its components. Customer recognizes that the Service and its components are protected by copyright and other laws.
Subject to Customer’s full compliance with the Agreement, Supplier grants to Customer a non-exclusive, and non-transferable right to access the Site and use Lavakettu Content solely for the Customer’s internal business purposes for the duration of Customer’s paid subscription period. During the paid subscription period Customer may download from the Site toolkits, document templates and other Lavakettu Content that Supplier may from time to time offer for download, provided that such downloaded content is used solely for Customer’s internal business purposes.
If Customer has prepared its own Customer specific statements and implementation plans using templates from Lavakettu Content, Customer may freely use, copy, modify and distribute such Customer specific statements and implementation plans and use them as basis of further coaching work, also after the expiry of the paid subscription period.
Customer shall not: (a) use the Service for any commercial purposes, including but not limited to, providing consulting or advisory services to third parties (b) provide passwords or other log-in information of the Site to any third party; (c) share Lavakettu Content with any third party; or (d) access the Service in order to build a competitive product or service offering, or to copy any ideas, concepts, features, templates or graphics of the Service or Lavakettu Content. In the event that Supplier suspects any breach of this Section 6, including without limitation by Customer’s users, Supplier may suspend Customer’s access to the Service without prior notice, in addition to such other remedies as Supplier may have.
Customer shall take reasonable steps to prevent unauthorized access to the Service and Lavakettu Content, including without limitation by protecting its passwords and other log-in information. Customer shall notify Supplier immediately of any known or suspected unauthorized use of the Service or breach of its security and shall use best efforts to stop said breach.
In its use of the Service, Customer shall comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information.
Customer is responsible and liable for: (a) its users’ use of the Service; and (b) any use of the Service through Customer’s account, whether authorized or unauthorized.
Customer shall keep Lavakettu Content confidential and not use it for any purpose other than Customer internal business purposes and internal voice coaching work (the “Purpose”). Customer: (a) shall not disclose Lavakettu Content to any employee or contractor of Customer unless such person needs access in order to facilitate the Purpose and is bound by a nondisclosure agreement with Customer with terms no less restrictive than those of this Section 12; and (b) shall not disclose Lavakettu Content to any other third party without Supplier’s prior written consent. Without limiting the generality of the foregoing, Customer shall protect confidentiality of Lavakettu Content with the same degree of care it uses to protect its own confidential information of similar nature and importance, but with no less than reasonable care. Customer shall promptly notify Supplier of any misuse or misappropriation of Lavakettu Content that comes to Customer’s attention.
Customer agrees that breach of this Section 7 would cause Supplier irreparable injury, for which monetary damages would not provide adequate compensation, and that in addition to any other remedy, Supplier will be entitled to injunctive relief against such breach or threatened breach, without proving actual damage or posting a bond or other security.
Customer and its users may from time to time provide suggestions, comments or feedback (“Feedback”) on the Service. Customer agrees that all Feedback is voluntary and, even if marked as confidential (unless subject to a separate written agreement), will not create a confidentiality obligation for Supplier. Supplier is free to use, disclose, reproduce, licence or otherwise distribute and exploit such Feedback, without compensating or crediting Customer or the user in question.
POSTINGS ON DISCUSSION FORUM
Users of the Site may post comments, questions, participate in discussion and share ideas and other content (“User Content”) on the discussion forums of the Site. Customer retain all intellectual property rights in the User Content posted by its users. Customer shall be responsible for the User Content its users share on the Site. Customer or its users may not post any unlawful, defamatory, obscene, threatening, offensive, harmful or otherwise objectionable content. Supplier does not moderate discussion forums. Users are asked to report any inappropriate content to Supplier by email specifying location of such content and reasons for complaint. Supplier will remove inappropriate content without delay after being made aware of it.
By submitting User Content on the Site Customer hereby grants to Supplier a worldwide, irrevocable, non-exclusive, transferable, fully paid-up and perpetual licence to use, copy, modify, distribute, publish and otherwise exploit Customer’s User Content. Customer shall also grant to each user of the Site a non-exclusive licence to access and use Customer’s User Content in connection with their use of the Site for their own internal business purposes.
CUSTOMER ACCEPTS THE SERVICE AND LAVAKETTU CONTENT “AS IS” AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. CUSTOMER USES THE SERVICE AND LAVAKETTU CONTENT AT ITS OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (A) SUPPLIER HAS NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER OR USERS AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY; (B) SUPPLIER DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL PERFORM WITHOUT INTERRUPTION OR ERROR; AND (C) SUPPLIER DOES NOT REPRESENT OR WARRANT THAT THE SERVICE IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT ANY CUSTOMER DATA WILL REMAIN PRIVATE OR SECURE.
LIMITATIONS OF LIABILITY
TO THE EXTENT PERMITTED BY THE LAW IN NO EVENT SHALL SUPPLIER BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT.
THE PARTIES AGREE THAT SUPPLIER’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED EUR 100. IF CUSTOMER IS USING ONLY FREE SERVICES, SUPPLIER SHALL NOT BE LIABLE TO CUSTOMER FOR ANY DAMAGES.
THIS LIMITATION OF LIABILITY DOES NOT APPLY TO SUPPLIER’S WILFUL ACT OR GROSS NEGLIGENCE.
CUSTOMER UNDERSTANDS AND AGREES THAT SUPPLIER WOULD NOT PROVIDE THE SERVICE AND STRADIGO CONTENT TO CUSTOMER WITHOUT THIS LIMITATION OF LIABILITY.
TERM AND TERMINATION
The term of this Agreement shall commence on the Effective Date and continue as long as Customer has at least one user account at the Service.
Each user may delete his or her own user account at any time using the delete account functionality on the Site. Customer may ask for deletion of a user account belonging to a former employee by contacting customer support by email.
Supplier may delete a user account that is not linked to a valid subscription and that has not been used during the past 12 months.
Supplier shall have the right to terminate any user account with immediate effect upon written notice to Customer if: (i) at any time if Customer or its users commit a material breach of the Agreement; (ii) Customer fails to provide valid credit card information in timely manner; (iii) Customer is insolvent, declared bankrupt, is put into liquidation, sells all of its assets, ends its business or it otherwise ceases with its payments; or (iv) when the whole Service is discontinued irrespective of the reason for that.
Upon termination of this Agreement, Customer shall cease all use of the Service and delete and destroy all copies of downloaded Lavakettu Content in its possession or control, except for any finished Customer specific strategy statements prepared by the Customer.
The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay fees incurred before termination; (b) Sections 6 (Customer’s Responsibilities), 7 (Confidentiality), 8 (Feedback), 9 (Postings on Discussion Forum), 10 (Warranty Disclaimer), 11 (Limitation of Liability); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.
This Agreement shall be governed by the laws of Finland without reference to its choice of law rules.
Any dispute, controversy or claim arising out of or relating to the use of the Service or this Agreement, or the breach, termination or validity thereof shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitration of the Finnish Central Chamber of Commerce. The arbitration shall take place in Helsinki, Finland. The arbitration shall be conducted, and the arbitration award shall be given in the English language.
The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. The parties agree that no Supplier employee or contractor will be an employee of Customer.
Notices pursuant to this Agreement may be sent to Customer’s email contact points provided by Customer and Supplier’s email contact point provided on the Site. Such notices will be deemed received at the date of actual receipt.
No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by fires, disturbance of data networks, floods, epidemics, quarantine restrictions, strikes, lock-outs, industrial disputes, riots, acts of terror or specific threats of terrorist activity, embargoes, or other causes beyond the performing party’s reasonable control.
Customer may not assign this Agreement or any of its rights or obligations hereunder without Supplier’s express written consent. Supplier may assign this Agreement and the rights and obligations hereunder to such a third party to which the business activities related to the Service has been transferred. Customer shall be informed about any such assignment by email or by a notice posted on the Site.
To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.
Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than by an authorized representative in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any other breach of this Agreement.
This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.
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