TERMS OF LICENSE AND SERVICE FOR MEETING ASSISTANT APPLICATION
Please read these terms of license and service (“Terms”) applied to Meeting Assistant application (“Application”) and all related services (“Services”). The Application is developed, operated and owned by Punos Mobile Ltd. (“Company”). By downloading and/or using the Application you agree to be bound by these Terms. If you do not agree to be bound by these Terms and limitations of liability please do not download and/or use the Application. The Application is made available for downloading in Salesforce AppExchange online business application store. In addition to these Terms you will be bound to the terms and conditions of Salesforce AppExchange.
THESE TERMS OF LICENSE AND SERVICE (“Terms”) apply to the Meeting Assistant application with any related documentation (“Application”) and any associated services (“Services”) offered to corporate users (“Client”) by Punos Mobile Ltd., a corporation organized and existing under the laws of Finland, having its registered office at Vanha Talvitie 11C, 00580 Helsinki, Finland (“Company”).
BY DOWNLOADING THE APPLICATION AND USING THE SERVICES, EACH CLIENT HEREBY AGREES TO THESE TERMS AND A LEGALLY BINDING AGREEMENT IS CREATED BETWEEN THE CLIENT AND COMPANY. COMPANY OWNS ALL INTELLECTUAL PROPERTY RIGHTS IN AND TO THE APPLICATION AND THE SERVICES AND PERMITS THE CLIENT TO USE THEM ONLY IN ACCORDANCE WITH THESE TERMS. IF THE CLIENT DOES NOT AGREE TO THESE TERMS, THE CLIENT MUST NOT INSTALL THE APPLICATION OR UTILIZE THE SERVICES IN ANY WAY.
THE APPLICATION AND THE SERVICES ARE ONLY AIMED FOR THE CORPORATE USERS AND BY DOWNLOADING THE APPLICATION AND/OR ORDERING SERVICES AND AGREEING ON THESE TERMS YOU HEREBY REPRESENT THAT YOU ARE NOT PRIVATE PERSON WHICH MAY BE CONSIDERED A CONSUMER UNDER ANY APPLICABLE LAW.
Company reserves the right to change these Terms at any time and the changes will be effective immediately. The Client will therefore need to come back regularly and read the date on atop of the page to see if it has changed. If the Client does not agree with the new Terms, the Client must stop using the Application, and delete the Application from all devices.
1 DESCRIPTION AND ORDERING OF APPLICATION AND SERVICES
1.1 Company has developed proprietary Application for the purpose of enabling to optimize its clients sales process by making their customer data instantly available in Salesforce. The Client installs a downloaded copy of the Application in its Salesforce instance (“Instance”) and invites the Client’s individual end-users (“Users”) to access the Application through the Client’s Instance or enabling the Application to be used organization wide.
1.2 Company may from time to time release updates and upgrades (“Update(s)”) to the Application and the Client will be expected to update within four (4) weeks from the release of an Update. Company will notify Client about released updates by email and via homepage, available at http://www.meetingassistantapp.com. This obligation shall not be regarded a legal obligation of Client, but any negligence by Client updating the game client in time will be regarded as removing Company’s liability for proper functioning of the Application.
1.3 By agreeing to these Terms and paying the Subscription Fee (as defined below) the Client and its Users may use the Application during the Subscription Period (as defined below). Company may, in its sole discretion, offer free trials or similar free opportunities to try out the Application before making the final decision on purchase. In case of such trial or other free usage, the Client shall be bound to these Terms with the exception of Section 2 and to any such additional terms and conditions that may apply to such free trial or other free usage.
1.4 Company may, on Client’s request provide Services to support installation and setup of the Application in Client’s Instance, or to modify the Application to meet Client’s specific requirements. Such Services will always be subject to separate fee and delivery terms agreed with the Client on a case-by-case basis.
1.5 Each User must have individual license to use the Application (“License(s)”) and the Client shall be solely responsible for subscribing sufficient number of licenses to cover all of its Users at all times. The Client may alternative purchase the required Licenses as a site license instead of individual Licenses as described in Section 2.2 below. Ordering of Licenses and Services is done by using the order form provided by the Company (“Order Form”). Company will usually handle the received Order Form in two (2) business days of receipt and confirm the order of Licenses and/or Services. In case of highly personalized Services the Company may first contact the Client to negotiation on specific terms of delivery before confirming the order. The Company may also, in its sole discretion, to reject any Order Form.
1.6 If separately agreed, the Company may offer package extension to the Application for the Client that may include additional features and functionalities or personalization of the Application (“Package Extension”). Any Package Extension is delivered “as is” to the Client and will be billed on separate agreement. After delivery and approval of the Package Extension by the Client, the Client will be solely responsible for updating and supporting the Package Extension. The Client acknowledges that future Updates and 3rd party updates may affect the functions of the Package Extension, that the Client needs to update accordingly, if needed.
2 FEES AND PAYMENT TERMS
2.1 The Application and number of Licenses detailed in the Order Form are subscribed (“Subscription”) for a fixed term (“Subscription Period”) by way of paying a subscription fee (“Subscription Fee”) in accordance with the current price list of the Company (“Price List”), which can be found at http://www.meetingassistantapp.com The Client will choose the number of Licenses and the Subscription Period upon making the Subscription. Unless otherwise specified in the Order Form, the Subscription shall automatically renew for a new Subscription Period unless terminated in accordance with Section 7.1.
2.2 Company may also at times offer organization wide site license that includes either unlimited number of Licenses for the Users of the Client or agreed maximum number of Licenses, in which case the Subscription Fee will not be based on the number of actual Users but on the agreed Subscription Fee for such site license.
2.3 The fees for the Services (“Service Fee”) will be based on the Price List in force at the time of ordering the Service or separately confirmed by the Company in case of highly personalized Services.
2.4 The Subscription Fee and Service Fee do not include sales, use, value-added or import taxes, customs duties or similar taxes that may be assessed by any jurisdiction. All payments shall be made in Euro or USD currency as detailed in the Order Form by wire transfer against valid invoice. By default, payment term is fourteen (14) days from the date of the invoice unless otherwise agreed in the Order Form. Late payments carry a late payment interest of ten (10) percent per annum. If Client fails to pay any payment, the Company has a right to suspend the Application or stop delivery of any Service until the unpaid amount has been paid, or to alternatively terminate the agreement with the Client as a whole.
3 LICENSE TO APPLICATION AND SERVICES
3.1 Subject to Client’s Subscription, the Company grants to Client a non-transferable, non-exclusive license to use the Application for sole purpose of installing the Application in its Instance on a single CPU (unless otherwise agreed in the Order Form) to enable its Users to access the Application through the Client’s Instance to use all Application’s functionalities during the valid Subscription Period.
3.2 In addition to rights granted in Section 3.1 above, the Client is entitled to use and edit the Package Extension, if delivered in unmanaged form (as detailed in the Order Form), but may not resell or license the Package Extensions to third parties. For avoidance of doubt, the Company may time to time add all or some of the generic these features included in the Package Extension to the Application, and owns and retains all intellectual property rights to any Package Extensions except for branding for the Client.
3.3 Client shall not, and shall not permit any third party to, (i) modify, alter, create derivative works of or use the Application; (ii) decompile, reverse engineer, disassemble or otherwise determine or attempt to determine source code (or the underlying ideas, algorithms, structure or organization) of the Application; or (iii) assign, sublicense or otherwise transfer the Application.
3.4 When offering the Application and the Services the Company will gather information regarding Client’s contact person and number of Users. The Company will not store or handle any information contained in the Client’s Instance or created, modified or stored by using the Application.
3.5 Unless otherwise agreed, the Client will receive the rights set forth in Section 3.1 above to any results of the Services.
4 INTELLECTUAL PROPERTY RIGHTS
4.1 The Client acknowledges and agrees that the Company (and its licensors, if any) solely own and retain all rights, title and interest including but not limited to all intellectual property rights in and to the Application and that all intellectual property rights in and to the Application shall be and remain the sole property of the Company or its licensors. The Company will also retain all intellectual property rights in and to the results of any Services performed under these Terms. These Terms, or any delivery or disclosure hereunder shall not be deemed to result in the sale, transfer or any other conveyance of, or create or grant any right or license under any intellectual property rights of whatsoever nature held or used by the Company to the Client, except as specifically otherwise agreed in these Terms, Order Form or other agreement made between the Company and the Client.
4.2 Client shall not register any trademarks, tradenames or any confusingly similar marks, and shall not challenge, directly or indirectly, any intellectual property rights related to the Application. Anything contained in these Terms shall not be deemed to grant Client any right, title or interest other than as expressly set forth in these Terms.
5 LIMITED WARRANTY
5.1 Company shall use commercially reasonable efforts to make the Application as effective and error-free as possible, but cannot guarantee that it will run without interruptions and error-free all the time. Company will not in any case be responsible for any errors and malfunctioning of the Application as a result of changes in the Client’s Instance or any changes to the Application or its configuration made by a third party not authorized by the Company. Company warrants that the software components delivered as part of the Application and/or Services do not at the time of delivery contain any viruses, corrupted files, backdoors, malware or any other similar software or programs. Notwithstanding the aforesaid, the Company is making the Application available “as is” only for the purposes set forth in these Terms and the Order Form, and accordingly COMPANY MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE APPLICATION OR SERVICES. NO CONDITIONS, WARRANTIES OR OTHER TERMS, WHETHER EXPRESS OR IMPLIED, APPLY TO THE APPLICATION AND SUPPLIED UNDER THESE TERMS. COMPANY SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
6 LIMITATION OF LIABILITY
6.1 TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT FOR BREACHES OF SECTION 3 OR BREACHES OF COMPANY’S INTELLECTUAL PROPERTY RIGHTS, UNDER NO CIRCUMSTANCES WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, INCLUDING SUCH DAMAGES ARISING FROM TORT, BREACH OF CONTRACT OR BREACH OF WARRANTY, INCLUDING DAMAGES FOR INTERRUPTED COMMUNICATIONS, LOST DATA OR LOST PROFITS, EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THE AFOREMENTIONED LIMITATIONS OF LIABILITY DO NOT APPLY IF THE DAMAGES ARE CAUSED WILFULLY OR BY GROSS NEGLIGENCE.
6.2 TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT FOR BREACHES OF SECTION 3 OR BREACHES OF COMPANY’S INTELLECTUAL PROPERTY RIGHTS BY USER, IN NO EVENT SHALL EITHER PARTY’S LIABILITY TO THE OTHER FOR ANY CLAIM ARISING OUT OF THESE TERMS EXCEED THE AMOUNT OF FEES PAID BY CLIENT TO THE COMPANY DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE GIVING RISE TO SUCH CLAIM. THE AFOREMENTIONED LIMITATIONS OF LIABILITY DO NOT APPLY IF THE DAMAGES ARE CAUSED WILFULLY OR BY GROSS NEGLIGENCE.
7 TERM AND TERMINATION
7.1 The Client may terminate the Subscription at the end of each Subscription Period by a written notice of termination to the Company at least thirty (30) days before the end of the then current Subscription Period. Otherwise the Subscription will automatically renew for the next Subscription Period of same duration.
7.2 Any time during the Subscription Period the Client may choose to discontinue the Subscription. In such case the Client must export all relevant information from the Application before end of the Subscription Period. Company shall not refund any Subscription Fees and Service Fees already paid.
7.3 Company has the right to discontinue the offering of the Application by providing a written notice to the Client. In such case the Customer shall be entitled to use the Application and the Company undertakes to keep the Application available and support the Application until the end of the Subscription Period but the Customer will not be entitled to renew the Subscription at the end of the Subscription Period.
7.4 Company may terminate the Subscription with immediate effect by notice in writing in the event the Client materially breaches any of its obligations set forth herein, unless the breach is cured within a fourteen (14) day period following the notice.
7.5 Upon termination of the Subscription, the Client shall on the date of termination destroy all tangible copies of the Application and cease to use the Application. Notwithstanding anything to the contrary contained herein, the Sections 4, 5, 6, 8.4 and 8.5 will survive any termination or expiration of these Terms and Subscription.
8.1 During the Subscription Period, either Party may refer to the other Party as a partner or a customer on its corporate website and websites related to the Application and Services and in its promotional materials.
8.2 No delay by either Party in enforcing the provisions of these Terms shall prejudice or restrict its rights nor shall any waiver of rights operate as a waiver of any subsequent breach.
8.3 If any provision of these Terms or the application of any such provision would be invalid, void or unenforceable and/or should be held by a court of competent jurisdiction to be contrary to law, the remaining provisions of these Terms shall remain in full force and in effect to the maximum extent permissible by the applicable law.
8.4 These Terms are made, executed and delivered in Helsinki, Finland and any controversy arising hereunder or relation to these Terms, Application or Service shall be governed by and construed in accordance with the laws of Finland. The Parties hereby agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms and is strictly excluded in all proceedings.
8.5 All disputes arising in connection with these Terms, its negotiations, performance, breach, existence or validity shall be determined by final arbitration in Helsinki, Finland, by one (1) arbitrator, in accordance with the Arbitration Rules of Finland Chamber of Commerce or any successor or replacement legislation, which may be in force. The parties agree to be bound by the arbitrator’s decision.
8.6 Company may use all publicly shared reviews, made by the Client and it’s employees in AppExchange in its marketing including its web site. Company may time to time also ask for wider story of the usage of the Application, that can be used as agreed on a case by case basis.