These Terms of Service are a legally binding agreement between you (“You” and “Your”) and Synctuition OÜ (registry code 14092589), Tornimäe tn 7-131, Tallinn, Harju county, Estonia, 10145 (hereinafter "Supplier", “Synctuition”, “we”, “us”, “our”).
The Terms of Service apply to Your use of the Synctuition Service and Content (as each are defined below). As used herein, Synctuition refers to Synctuition OÜ and its divisions, subsidiaries, successors, parent companies, and its directors, officers, employees, partners, principals, agents and representatives.
Synctuition reserves the right, in its sole discretion, to change, add or remove portions of these Terms of Service at any time and all rights that it may have in law or equity to enforce the terms of these Terms of Service or the use of the Content. It is Your responsibility to check these Terms of Service each time before using the Synctuition Service. Your continued use of the Synctuition Service following the posting of changes will mean that You accept and agree to the changes. Because they are binding upon You and govern Your relationship with Synctuition, You should visit this page from time to time to review the then-current Terms of Service. These terms of service govern the relationship between Supplier (as defined below in section 1.1) and anyone who downloads, saves, installs, uses or accesses, or attempts to use or access, any Synctuition content including but not limited to audio tracks, videos, mobile applications and other software provided by Supplier, i.e. respective software, services and/or related resources ("Synctuition"). The terms laid down below apply regardless of the environment in which Synctuition is used, the geographic location of such use and the technical means employed therefor. Please consider these terms carefully, for it is only if you fully agree with them that you may use the applications and content referred to. If you find anything in this text that you do not understand or agree with, please refrain from using Synctuition. Any download, installation, use or access of Synctuition or any part thereof shall be deemed to constitute your consent to be bound by these terms of service.
1.1. The following terms, when capitalized, shall have the meanings ascribed to them below:
"Content" -- the information, videos, audio content and technical resources provided by Supplier via synctuition.com and/or Synctuition mobile apps to its customers for their use in conjunction with the Software, and the features of the Software itself. Items of Content are usually grouped into standard packages referred to as Levels;
"Customer", “You” and “Your” -- any person or entity that has accessed the Supplier’s web page or any person or entity that has a valid User Account or maintains full access or partial access to the Content and Software. Each Customer should take this term as referring specifically to them, unless the context otherwise requires;
"Customer Details" -- such Personal Data about Customer and Representative as Customer or Representative makes available to Supplier in connection with this Agreement or the Service. Customer Details may, e.g., include such information as Customer's or Representative's name, date of birth, address, email address, picture, time zone, business or tax registration number, personal identification number, the method by which Customer pays for the Service, and information about third-party services that Customer or Representative uses for accessing or otherwise in conjunction with the Service;
"End User" -- any person that Customer permits or causes to have access to the Service or any part thereof, whether through the User Account or otherwise (including anyone who downloads the Software, or uses or accesses the Service, on Customer's behalf);
"Intellectual Property" -- (a) any and all trademarks, service marks, domain names and business names, brands, rights pertaining to inventions, designs, databases and proprietary information (including, without limitation, trade secrets and know-how), patents, copyrights (including both economic as well as moral rights) and (b) any and all other items (including rights and other benefits) considered to be items of intellectual property under the applicable law;
"Party" -- each of Customer and Supplier (collectively, "the Parties");
"Personal Data" -- any information considered to be personal data under the law governing this Agreement (the current legal definition of personal data being as follows: "any information relating to an identified or identifiable natural person, regardless of the state and form of such information");
"Representative" -- any person representing Customer upon its entry into the Agreement;
"Service" and “Synctuition Service” -- depending on the context, either (a) Supplier's making available of the Software, the User Account, Content and customer support, or (b) the Software, the User Account, Content and customer support collectively or in any combination;
"Service Plan" -- (collectively "Service Plans") a standard set of Content that Supplier has agreed to provide. Each Service Plan has a distinctive name or name extension (such as "Open Your Intuition", "Increase Your Intuition" or "Developed Intuition", for instance), and different prices are usually charged for different Service Plans. The features and prices of the various Service Plans can be studied on Supplier's website. Supplier (Synctuition) reserves the right, in its sole discretion, to change Service Plan prices without notice and to add or remove portions and features of these Service Plans. Upon specific agreement with Supplier, a Service Plan may also include specialized items (such as Content from other Service Plans or custom Content), and attach terms not applicable to other Service Plans;
"Software" – Synctuition mobile app and such other Supplier-developed programs as Supplier may make available in conjunction therewith, including such patches, updates, upgrades, other modifications and replacements thereof as Supplier may from time to time provide;
"Supplier" -- Synctuition OÜ, a private limited company incorporated under Estonian law, commercial register number 14092589, having its principal place of business at Tornimäe tn 7-131, Tallinn, Harju maakond, 10145, email support [a] synctuition.com;
"User Account" -- a Supplier-provided user account whose purpose is to allow Customer to access and use Content (or certain Content) and engage in certain data processing activities;
"User Data" -- any information that Customer, an End User, or any other Service user collects, enters, records, stores, uses, controls, modifies, arranges, deletes, discloses, makes available, transmits or otherwise processes through or by means of the Service;
"User Environment" -- the user environment provided via the Service that enables the Customer to access the Synctuition Service and Content. The User Environment is personalized to one (1) End User and authorized to be used by one (1) End User.
1.2. The words "herein", "hereto", "hereof", "hereunder", "hereby" and "herewith" refer to this Agreement. Words denoting a gender or genders shall be read as referring to all genders, unless the context otherwise requires.
1.3. This Agreement (as amended from time to time) constitutes the entire agreement between the Parties relating to the subject matter hereof and supersedes all prior agreements and understandings between the Parties with respect to that subject matter.
1.4. In case of conflict between any provision herein and any statement, representation or other information published on Supplier's website or contained in any other materials or communications the provision in the Agreement shall prevail.
2.1. This Agreement shall be effective between Supplier and Customer as of the moment when the party to be identified as Customer installs, downloads, accesses, views, listens or saves any part of the Content, Software, signs up with their e-mail, obtains a User Account, purchases a Service Plan or agrees or is deemed to have agreed to the terms hereof, whichever occurs first.
2.2. Anyone who uses, accesses or attempts to use or access any part of the Service shall by so doing be deemed to have agreed to the terms hereof.
3.1. Subject to the terms set forth herein, Supplier grants to Customer, and the latter accepts, for the term hereof, a non-expiring, non-exclusive and non-transferable (save as provided in section 3.2) license to use such features of the Service as included in Customer's Service Plan. You understand and agree that the Synctuition Service, Content and products accessed through the Synctuition Service are provided by way of license only, include a security framework using technology that is designed to protect digital content information and may limit Your access and use of Content and Synctuition Service according to the Usage Rules and terms of this Agreement. You agree not to violate, or attempt to violate, the Usage Rules, any security components of the Synctuition Service or Content or security technology or software. You agree not to, nor attempt to, nor encourage or assist a third party to or to attempt to, violate, circumvent, modify, reverse-engineer, decompile, disassemble, or otherwise tamper with any of the security components used to administer the Synctuition Service or related to such Usage Rules for any reason whatsoever or interfere with, remove or alter any rights management information in relation to the Content. You agree to abide by the rules and policies established from time to time by Supplier. Such rules and policies will be applied generally in a nondiscriminatory manner to users of the Synctuition Service and software, and may include, for example, required or automated updates, modifications, and/or reinstallations of the software and obtaining available patches to address security, interoperability, and/or performance issues. You agree that Your use of the Synctuition Service, Your streaming of Content and use of information related to the Content constitutes Your acceptance of and agreement to use such Content solely in accordance with the applicable Usage Rules, and that any other use of the Content or the Synctuition Service will constitute a breach of this Agreement and may constitute a violation of law, including copyright infringement. Any security technology, as applicable, is an included as part of the Content and the Synctuition Service.
3.2. With respect to assignment, sub-licensing and other disposals, the Parties have agreed that:
(a) Customer shall not, without the prior explicit consent of Supplier, sub-license, assign, encumber or otherwise dispose of any of its rights or obligations hereunder, except that (i) the foregoing restriction does not apply to Customer's disposal of its monetary claims (i.e., claims for a specific amount of money to be paid to Customer) and (ii) Customer may assign the entire Agreement, i.e. all its rights and obligations hereunder, by way of general succession or enterprise transfer (the assuming party, respectively, being either Customer's general successor or the acquirer of Customer's enterprise to which this Agreement pertains);
(b) Supplier may: (i) in its sole discretion sub-license, assign, encumber and otherwise dispose of any and all of its rights hereunder; (ii) dispose, in any manner that Supplier reasonably deems appropriate, of any and all of its obligations hereunder, provided it notifies Customer thereof.
3.3. The Service may only be accessed through the interface(s) that Supplier has provided therefor and must not be accessed or attempted to be accessed in any manner not approved by Supplier.
3.4. Customer may not make any local copies of the Content outside of the Software provided by the Supplier.
3.5. You understand and agree that Your use of the Content is limited by certain usage licensing rules established by Synctuition and/or the owners of the Content (“Content Owners”) and/or third party licensors and will govern Your rights with respect to that Content as set forth herein (“Usage Rules”), including, without limitation: (a) The use of the Content and access to the Synctuition Service is subject to Your prior acceptance of the terms of this Agreement; (b) The Content and Synctuition Service may be used solely its intended purpose; (c) Any reproduction, redistribution, transmission, sale, broadcast, public performance, sharing, rental or lending, adaptation, sub-license, modification, promotion, commercial use, sale, transfer, assignment or other use of the Content provided through the Synctuition Service is a violation of copyright law and is expressly prohibited.
3.6. You warrant represent and undertake to adhere to these Usage Rules and You warrant represent and undertake that You will not use the Synctuition Service including any Content: (a) to violate or infringe anyone’s intellectual property rights; (b) in any way that may damage the reputation of Synctuition; (c) to forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content transmitted through the Synctuition Service; (d) to attempt to gain unauthorized access to, interfere with or disrupt the Synctuition Service or servers or networks connected to the Synctuition Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Synctuition Service; (e) to intentionally or unintentionally violate any applicable local, state, national or international law; (f) change or manipulate any Content or data associated therewith, or any part of the Synctuition Service, other than as expressly permitted herein, harvest, collect, or store personal data about other users in connection with the prohibited conduct and activities set forth herein.
3.7. In using the Synctuition Service and Content You agree to comply with any applicable local, state, national or international law, and any regulations having the force of law.
3.8. You will not access or use the Synctuition Service by any means other than as provided by Supplier, will not make any automated use of the Synctuition Service (such as through scripts, data mining, robots, screen scraping, or similar data gathering and extraction tools) or interfere with, disrupt or create an undue burden on the Synctuition Service or the networks or services connected to the Synctuition Service. You agree not to modify the Synctuition Service or Content in any manner or form, or to use modified versions of the Synctuition Service, for any purposes including obtaining unauthorized access to the Synctuition Service. Violations of system or network security, including without limitation the Usage Rules, may result in civil or criminal liability.
3.9. Any unauthorized reproduction, publication, further distribution or public exhibition of the Synctuition Service or materials provided on the Synctuition Service in whole or in part, is strictly prohibited.
3.10. You may use the Synctuition Service and Content only for personal, noncommercial purposes.
3.11. You may not copy, reproduce, “rip”, record, or make available to the public any part of the Synctuition Service or Content delivered to you via the Synctuition Service.
3.12. You may not provide access to your Synctuition User Account to any other person or using any other person’s user ID to access to the Synctuition Service and Content. The Synctuition Service and Content is personalized for one (1) user.
3.13. You may access the Synctuition Service using any supported web browser or dedicated Synctuition Software, including mobile apps. You may not modify or use modified versions of Synctuition Software, including unlicensed third party software intended to use Synctuition Service.
3.14. Use of the Synctuition Service requires devices including but not limited to a mobile device, the internet, stereo headphones and certain software. You acknowledge and agree that such system requirements, which may change from time to time, are Your sole responsibility. You acknowledge and agree that using the Synctuition Service to access Content requires You to have an internet connection with sufficient speed and bandwidth for accessing and/or streaming the Content on your device, Supplier is not responsible for impaired access to the Synctuition Service or quality issues with the Synctuition Service due to the limitations, availability and speed of Your internet connection or technical issues with your devices that are used for accessing the Synctuition Service and Content. For using a mobile app, You must have at least one (1) gigabyte free storage space on the mobile device.
4.1. Supplier strives to maintain the Synctuition Service on a commercially reasonable basis and cannot guarantee that You will have access to the Synctuition Service at all times.
4.2. Customer acknowledges that: (a) the Service has not been designed to meet Customer's individual requirements; (b) the operation of the Service may from time to time encounter technical or other problems and may not continue uninterrupted or without errors; (c) the Service is not fault-tolerant and has not been designed for use in inherently dangerous circumstances, such as, e.g., the operation of "major sources of danger", traffic control or life support systems, handling hazardous substances and other activities where the failure of the Service could lead to death, personal injury or environmental damage.
4.3. You agree that use of Synctuition Service is at your own sole risk and that Synctuition Service is provided on an “as is”, “as available” basis, without warranties of any kind, either express or implied. to the maximum extent permitted by law, Supplier and its affiliates, officers and/or employees expressly disclaim any and all warranties, express or implied, regarding Supplier, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.
4.4. Supplier has no obligation to enhance, modify or replace any part of the Service, or to continue developing or releasing new versions thereof.
4.5. Supplier aims to respond to support requests within 24 business hours but makes no commitment as to how quickly support will be provided or issues will be resolved.
4.6. Some parts of the Service may have been translated into other languages.
4.7. The Service may provide links or access to third-party websites, resources or services and these may provide links or access to the Service. Supplier is not responsible for the qualities (including the availability, reliability and security) of such external sites, resources or services, does not endorse them and shall not be liable for any loss, damage, expenses or other consequences resulting from their existence, absence, qualities, use or inability to use them.
4.8. You acknowledge and agree that by using the Synctuition Service, You may encounter content that may be deemed to be indecent, offensive or otherwise objectionable. You agree that Your access to and use of the Synctuition Service including any Content is at Your own risk and that Synctuition shall have no liability to You in respect of any content, including the Content, that is deemed to be offensive, indecent or objectionable.
4.9. The Synctuition Service may be integrated with other services and software provided by third parties, including via Apple and Google. If You access the Synctuition Service through a third party application or other interface, or use any third party software or other products in connection with the Synctuition Service, You may be subject to additional terms and conditions.
4.10. Synctuition reserves the right to alter or change the Content or the order how it is presented or made available by the Synctuition Service.
5.1. By installing any part of the Software and/or mobile apps, obtaining a User Account, purchasing a Service Plan or otherwise subscribing to the Service or any part thereof, or subscribing any part of the User Environment and/or to a Service Plan, Customer shall be deemed to have agreed to, and accepted liability for the payment of, all fees and other charges associated with the applicable Service Plan, and consented to such fees and charges being calculated, billed, revised and adjusted according to the rules Supplier has established for that Service Plan (which, if not specified in the subscription documents, are available on Supplier's website). The same applies where Customer permits or causes itself to be designated as the payer for someone else's subscription.
5.2. Service fees are usually calculated as single one-time payments per individual Content Level (Service Plan), giving access to one (1) Content Level (Service Plan) per payment; or as a single one-time payment per Content Level Bundle, which gives access to all three (3) Content Levels (Service Plans) provided by the Supplier (Synctuition). Each payment provides access for one (1) User for one (1) User Environment that the Users agrees to personalize by recording the Users’s own voice to the Content provided at the User Environment.
5.3. Unless otherwise specifically agreed, access to the User Environment is provided on the date of payment for the Content Level (Service Plan) in question. Unless otherwise specifically agreed, this user access does not have an expiry date and allows you to access the Synctuition Service from the time of your purchase for as long as the Synctuition Service is available by the Supplier. You may not assign Service Plans to any other person. Synctuition makes no warranties or representations as to the expected lifetime of the Synctuition Service and in purchasing a Service Plan, you acknowledge and agree that the Synctuition Service could change or terminate in the future.
5.4. Payment for the Service is due in advance, and must be effected either by credit card, PayPal, or such other means as accepted by Supplier. Customer shall ensure that sufficient funds are available on the relevant account and acknowledges that late payment may result in the suspension of Service or termination of the Agreement.
5.5. All payments for the Service are handled by a third-party payment gateway. Supplier is not responsible for the processing of Customer's payments and shall not be liable for any matter in connection therewith.
5.6. Supplier may change the fees, rates and the billing cycle applicable to Customer's Service Plan upon a month's notice. If Customer does not agree with the respective change(s), its sole and exclusive remedy shall be to unsubscribe from the Service Plan in question. The fact of Customer remaining subscribed to the Service Plan after any such change(s) shall be deemed to constitute its consent to the respective change(s).
5.7. Synctuition Service Plans purchased online at synctuition.com offer a 14-day money back guarantee. You may receive a refund by contacting our Customer Service team at issue [a] synctuition.com within 14 days of your purchase. Please download the Refund Request Form and submit this form along with your refund request e-mail. After the 14-day window, we will not provide a refund. We do not prorate refunds or offer partial refunds. All refunds are paid in full, however the following payment handling charges can be deducted from the refund amount that you receive: PayPal transfer fee, currency conversion expenses, wire transfer fee, or other charges relating to the payment (or any handling of the payment) thereof, these charges can be deducted from the refund. Each customer is entitled to one refund with a maximum limit of 3 Synctuition Levels refunded for each payment source (credit card, PayPal account etc).
5.8. If you reside in a Local Country which is part of the European Union and have purchased a Service Plan, you have the right to change your mind and receive a full refund within fourteen (14) days of purchase.
5.9. Supplier's fees and rates are inclusive of value added tax, sales tax and other public burdens, save where Supplier has otherwise explicitly stated.
5.10. All sums payable to Supplier hereunder shall be paid in full, without deducting or allowing the deduction of any currency conversion, wire transfer, remittance or other charges relating to the payment (or any handling of the payment) thereof.
6.1. Customer must be a person (natural or legal) or an entity with legal capacity.
6.2. It is not Supplier's intention to solicit, induce or encourage any person not possessing active legal capacity to subscribe to the Service or use same. For the protection of those whose active legal capacity is restricted, Supplier prohibits any such person from subscribing to, being subscribed to, and from using, the Service. In case of natural persons, full active legal capacity is usually acquired by becoming of legal age (the age of majority), which, pursuant to the law governing this Agreement, occurs when one attains 18 years of age. It is for the reasons noted in the preceding part of this section that each natural-person Customer and any Representative of a non-natural-person Customer must represent to Supplier, and by his/her subscribing to the Service (or, respectively, by subscribing Customer to the Service) does so represent, that s/he is at least 18 years old and fully capable of entering into contracts. The same representation is deemed to be made each time that the Service is used and Customer acknowledges that Supplier relies on this representation being true throughout the term hereof.
6.3. Customer must comply and shall cause each End User to comply with all laws, rules and regulations applicable to their use of the Service and their processing of User Data.
6.4. Customer warrants that it will not use the Service for sending unsolicited communications or for uploading, transmitting, delivering, running, possessing or storing harmful code, malware or illegal content, and must ensure that no End User engages in any such activity.
6.5. Any User Data that conflicts with the provisions of this Agreement may be removed, disabled and/or destroyed by Supplier at its sole discretion.
6.6. Without derogating from any of Customer's statutory obligations, Customer undertakes that it will not, and will not allow any End User to: (a) interfere with the proper functioning of the Service; (b) impose an unreasonable load on the Service or its infrastructure; (c) copy (except as expressly permitted herein), reproduce, translate, adapt, arrange or otherwise alter the Software or reproduce the results of any such activity; (d) decompile, disassemble or otherwise reverse engineer the Software; (e) remove, alter, hide or obscure any copyright notice, trademark or other proprietary rights notice embedded in, appearing on or otherwise pertaining to the Service; (f) create or attempt to create any product or service that is substantially similar to, or performs the same or substantially similar functions as, or otherwise competes with the Service, or purports to be created, provided or approved by Supplier. The undertakings of Customer set forth in this section 6.6 shall also be deemed to have been made by anyone who uses, accesses, or attempts to use or access any part of the Service.
7.1. Representative personally warrants to Supplier that: (a) Customer conforms to the description set forth in section 6.1; (b) s/he has the authority to act on Customer's behalf; (c) this Agreement is binding on Customer.
7.2. Representative undertakes to Supplier, and the latter agrees, that if Customer does not conform to the description referenced in section 7.1 (a), or if this Agreement proves to be void due to Representative's lack or excess of authority, Representative shall, at Supplier's option (to be exercised by notice pursuant to this Agreement), be deemed to have entered into the Agreement on his/her own behalf (i.e., as Customer). For the avoidance of doubt, Supplier's exercise, or it not exercising, the aforesaid option shall not prejudice any other right or remedy available to Supplier under the Agreement or the applicable law.
8.1. Customer shall be fully responsible for the activity that occurs under its User Account, including all User Data processing and other acts performed through or by means of such User Account, and must notify Supplier immediately of any breach of security relating to or unauthorized use of its User Account.
8.2. With respect to Customer's usernames, passwords and authentication tokens, the Parties have agreed that Customer shall be responsible for: (a) maintaining the confidentiality of such usernames, passwords and tokens; (b) all acts performed by the use of, and all consequences of use or misuse of, any such username, password or token.
8.3. Supplier shall not be responsible for any loss, damage or other consequences that may result from any unauthorized use of Customer's User Account, username, password or authentication token.
8.4. Supplier has no obligation to monitor or access any User Account, but may do so in cases where such action is reasonably justified (e.g., in order to prevent illegal or harmful activity, provide customer support, or perform its legal duties).
8.5. Supplier may, in its sole discretion, disable, close or restrict access to any User Account that is used to infringe on any Intellectual Property or any proprietary or personal right of any party.
9.1. All Service-related Intellectual Property shall belong to Supplier. Customer shall not acquire any right thereto or interest therein or otherwise in connection with the Service, except for the limited rights of use expressly set forth in this Agreement. All rights not expressly granted herein shall be deemed withheld.
9.2. Nothing in this Agreement or anyone's conduct hereunder shall be construed to create, or provide grounds for the creation of, any right of security or possession, ownership, or any other real right in or for the benefit of Customer or any End User with respect to any item belonging to or in the possession of Supplier, unless Supplier has explicitly consented to the creation thereof.
10.1. Supplier expressly disclaims all warranties, express, statutory, implied or otherwise, including, without limitation, the warranties of merchantability, satisfactory quality, fitness for a particular purpose and non-infringement of proprietary rights, warranties for the security, reliability, timeliness, accuracy and performance of the Synctuition Service and Content.
10.2. Supplier (among other things) makes no representation and gives no warranty with regard to the following: (a) that the Service will meet Customer's or End Users' requirements or expectations; (b) that access to, or the operation or use of, the Service will be uninterrupted, secure or error-free -Synctuition reserves the right to suspend or cancel the Synctuition Service at any time for technical or operational reasons, without notice (c) that any defects in the Service will be corrected; (d) that the Service or any means by which the Service is accessed or used is free of malware, viruses or other harmful components; or (e) with respect to any third-party software, service, information, infrastructure, resource, or any other third-party item.
10.3. The Synctuition Service, Content and Service Plan is non-medical and is intended for personal self-help usage. Synctuition is not providing medical treatment or advice.
10.4 You agree that your use of the Synctuition Service and Content is entirely at your own risk to the full extent permissible by applicable law.
11.1. Supplier shall not be liable for any loss, damage, expenses, health problems, psychological issues or other harmful consequences resulting from (a) anyone's use or inability to use the Service and/or Content, (b) the properties of the Service and/or Content, (c) the need to procure, or the procurement of, substitute goods or services or any other substitute benefit for the Service and/or Content or any information, asset or other benefit received, owned, controlled or otherwise enjoyed through the Service, (d) any message or other communication received, or any transaction entered into, through or from the Service, (e) unauthorized access to, or interruption, alteration, loss, corruption or deletion of, Customer's or any End User's transmissions or data, (f) the statements or conduct of any person having access to the Service and/or Content, or (g) any other matter relating to the Service and/or Content or any part thereof; REGARDLESS of whether such are suffered or incurred directly or indirectly or are immediate or consequential and whether arising in contract, tort or otherwise.
11.2. Neither Party shall be liable for breaching its obligations due to a circumstance it reasonably could not have foreseen and which is beyond its control, such as, e.g., a force of nature, an act of a legislative or an executive authority, war, civil unrest, act of terror, strike, Internet failure or any other circumstance qualifying as force majeure under the applicable law -- to the extent that the respective circumstance prevented or hindered the Party's performance. For the avoidance of doubt, the provisions of this section: (a) are not intended to derogate from, or limit the application of, any statutory limitation or exclusion of liability; (b) shall not be construed to limit the amount of, or excuse Customer from paying, any fee or other consideration owed hereunder.
12.1. Customer shall defend, indemnify and hold harmless Supplier, its officers, directors, employees, contractors, agents and representatives from and against all claims made by, and all damages, liabilities, penalties, fines, costs and expenses payable to, any third party, which arise from Customer's or any End User's: (a) breach of this Agreement; (b) use of the Service; (c) processing of User Data; (d) contributions to the Service; or (e) infringement of any Intellectual Property or any proprietary or personal right.
13.2. Supplier is under no obligation to participate in user disputes or take any action in connection therewith.
14.1. Customer acknowledges that, from time to time, circumstances may arise that make it necessary or desirable to modify certain provisions of this Agreement. Such circumstances include: (a) Supplier's modification of the Service; (b) a significant change in Supplier's legal environment; (c) an order or a judgment being entered against or in favor of Supplier; (d) a significant corporate event, such as, e.g., Supplier's merger or acquisition, or its change of legal form; (e) Supplier's transfer of the enterprise, or a part of the enterprise, to which this Agreement pertains; (f) the ambiguity, invalidity, voidability or unenforceability of a provision herein; (g) any other event whose occurrence in Supplier's reasonable judgment necessitates an amendment hereto.
14.2. Customer agrees that: (a) upon the occurrence of any of the circumstances referenced in the preceding section, Supplier shall be entitled to make such changes to the Agreement as it reasonably deems appropriate; (b) Supplier's ability to foresee an event or to prevent it from happening shall not prejudice its right to amend the Agreement under point (a) of this section; (c) Supplier may amend the Agreement by notifying Customer thereof, or by posting a revised version of the Agreement in the User Environment or on a website and providing Customer a link thereto; (d) if the revised version of the Agreement includes an amendment that reduces Customer's rights or increases its responsibilities, then Supplier will provide Customer reasonable prior notice of such new version's entry into force.
14.3. Notwithstanding anything herein to the contrary, Supplier reserves the right to modify the Service at any time for any reason, with or without notice. Unless otherwise expressly agreed, the use of any new features, versions, releases, updates or other modifications that Supplier may make available in connection with the Service shall be subject to the Agreement. Customer's continued use of the Service after any such modification shall be deemed to constitute its consent to the respective modification(s).
14.4. If Customer does not agree with Supplier's changes (whether to the Agreement or the Service), its sole and exclusive remedy shall be to cancel the Agreement and terminate its use of the Service without a refund to the Customer.
15.1. Supplier may discontinue providing the Service or any part thereof upon a month's notice, and may, with or without notice, suspend or restrict access to the Service for any Customer use of the Service conflicts with the provisions of this Agreement.
15.2. Supplier may suspend performance under the Agreement in whole or in part with immediate effect if it is required by law or a judicial or an administrative authority to refrain from performing its obligations hereunder.
16.1. This Agreement can only be terminated by closing Customer's User Account and/or by the unilateral notice from the Supplier. 16.2. Either Party may close the User Account, and shall thereby be deemed to have cancelled the Agreement, provided that: (a) if the User Account is closed by Supplier, Customer must be given at least a month's notice thereof (unless section 16.4 applies or the User Account is closed at Customer's request); and (b) if the User Account is closed by a Party who is entitled to withdraw from the Agreement, the respective Party has failed to notify the other that its closure of the User Account is to be construed as a withdrawal (which notice must be served prior to, or concurrently with, closing the User Account and shall result in the Agreement being deemed to have been terminated by withdrawal).
16.3. In order for Customer to close the User Account, Customer must log on to the Service and follow the instructions provided there (or, should such be unavailable, notify Supplier thereof and follow the latter's instructions). 16.4. Upon a Party's material breach of this Agreement the other Party may terminate the Agreement forthwith. Each of the following shall constitute a material breach of Agreement by the respective Party: (a) a Party having breached any of its principal obligations hereunder fails to discontinue or remedy such breach within 30 days after notice from the other Party specifying the breach and requiring it to be discontinued or remedied; (b) any act, omission, event or circumstance considered under the applicable law to be a Party’s material breach of this Agreement.
16.5. A Customer who enters into this Agreement as a "consumer" (as determined under the applicable law, but generally -- a natural person not transacting within the scope of his/her business or professional activities) may withdraw from the Agreement within 14 days of having become a party hereto. Notwithstanding anything herein to the contrary, any consumer who withdraws from the Agreement pursuant to the preceding sentence is entitled to a full refund of all fees and other charges s/he has paid to Supplier hereunder, provided, however, that s/he also returns to Supplier, or reasonably compensates Supplier for the value of, everything s/he has received hereunder.
16.6. Customer understands and agrees that upon any termination of this Agreement: (a) all rights that Customer has been granted hereunder will terminate; (b) Customer must cease all activities authorized by the Agreement; (c) all amounts owed to Supplier hereunder become due; (d) all User Data and other information associated with the User Account may be deleted, or may become inaccessible to Customer; (e) After 14 days of entering into this Agreement, the Customer will receive no refund, exchange or other compensation for any unused time or credit on a subscription, for any license or subscription fee, any data associated with any User Account, or for anything else; (f) all its Software-related obligations hereunder shall survive until Customer has fully removed all Software from its devices, systems and storage media.
17.1. This Agreement and all matters relating to the Service shall be governed by Estonian law. The United Nations Convention on Contracts for the International Sale of Goods does not apply to any of the foregoing.
18.1. Any dispute arising from or otherwise concerning this Agreement (including disputes concerning the formation or validity hereof), or relating to the Service, shall be settled by mutual negotiations. If an understanding is not achieved, the disputes shall be settled by Estonian courts, Harju County Court (in Estonian: Harju Maakohus) in Tallinn. Each Party, and anyone who uses, accesses or attempts to use or access any part of the Service, hereby irrevocably submits to the said jurisdiction and waives any and all objections they may have thereto.
18.2. Any decision (order, judgment or other) that the Harju County Court may deliver in a Parties' dispute or in connection with the Service shall be enforceable in all jurisdictions.
19.1. Customer agrees that Supplier may provide notice to Customer by posting it on the Service or by sending it to the email address associated with Customer's User Account.
19.2. All notices, requests, enquiries, complaints and other communications that Customer wishes to address to Supplier should be sent to the email or postal address specified in section 1.1 under the term "Supplier" (or such other address or email address as Supplier may have provided to Customer for this purpose).
20.1. If any provision of this Agreement violates any mandatory rule of the applicable law and proves to be void as a result thereof, such provision shall, for those specific circumstances and only in that particular respect in which it is void, be deemed to have been amended so as to comply with the law. Any such amendment shall be confined to the minimum necessary to make the provision valid and shall retain as much of its original ambit and meaning as possible.
Last revised: November 11, 2016