Terms of Service
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Last updated: 12.09.2020
These Synodic Software-as-a-Service (“SaaS”) Terms and Conditions (“Terms and Conditions”) are related to SaaS subscription between ODO GLOBAL with its registered office in Rotterdam, Netherlands, entered into the Chamber of Commerce under the KVK number 75081407 , email address: info@Synodic.io (“Synodic”), and the subscribed business client (“Client”), which may be collectively referred as the "Parties" or a "Party" if individually.
The present Terms and Conditions and all attachments hereto, together with any Subscription Form executed by Client, and Personal Data Processing Agreement, if applicable, all together constitute the Synodic Software-as-a-Service Agreement (“SaaS Agreement”), being B2B contract between Synodic and Client.
BY CONSENTING TO THE SAAS AGREEMENT CLIENT REPRESENTS THAT HE OR SHE HAS READ IN DETAIL THE SAAS AGREEMENT AND THE Synodic DATA PROTECTION POLICY, UNDERSTANDS THEM, HAS BEEN ADVISED BY Synodic ABOUT THEIR LEGAL CHARACTER AND CONSEQUENCES AND ABOUT A POSSIBLE NEED OF PROFESSIONAL LEGAL ADVICE BEFORE ENTERING THE SAAS AGREEMENT.
THE CLIENT’S SAAS SUBSCRIPTION SHALL BE DEEMED CLIENT’S FULL AND UNCONDITIONAL AGREEMENT TO ALL AND ANY PRESENT TERMS AND CONDITIONS TOGETHER WITH THE ATTACHMENTS HERETO, PERSONAL DATA PROCESSING AGREEMENT AND DATA PROTECTION POLICY ADOPTED BY Synodic AND APPLICABLE TO Synodic SAAS.
- DEFINITIONS & BASIC SAAS AGREEMENT TERMS
- “Effective Date” means a date on which Client subscribed to the SaaS Agreement throughout the Subscription Form.
- “Fee” or “Fees” mean the monthly or yearly fees paid or to be paid by Client for an agreed subscription plan.
- “SaaS” means the subscription-based software-as-a-service made available by Synodic to Client under the terms and condition of the SaaS Agreement, which gives Client a right to use a web-based analytical software, which lets Client replay website visitors’ actions and get insights about them.
- “Subscription Form” means any kind of form, including particularly email, internet-based or written form, of an agreement between Synodic and Client to the SaaS Agreement.
- “Term” means a term for which the SaaS Agreement remains valid and in force between the Parties, resulting out of the agreement between the Parties expressed in the Subscription Form.
- "Use" means the ability to run, execute, display, work with, use features and functions of the SaaS.
- “Users” means individuals connected with Client who are authorized to use the SaaS. Users may include but are not limited to authorized employees, consultants, contractors and agents of Client.
- Agreement and Main Responsibilities. By the SaaS Agreement Synodic undertakes to provide Client with SaaS on the terms and conditions stipulated in the SaaS Agreement, and Client in exchange undertakes to pay Fee or Fees, as applicable and agreed between the Parties.
- Commencement of SaaS. The provision of SaaS shall commence no later than within one day from Effective Date, however no earlier than after the payment of applicable Fee or Fees.
- End of SaaS. The provision of SaaS shall end with the moment of termination of the SaaS Agreement and/or termination of subscription.
- RIGHT TO ACCESS AND USE THE SAAS. B2B CONTRACT
- Right to Access and Use. Subject to Client’s strict compliance with the SaaS Agreement, as defined in these Terms and Conditions, Synodic shall grant to Client, and Client accepts, a non-transferable, time-limited, non-exclusive right to access and Use the SaaS, in accordance with the SaaS Agreement and particularly with these Terms and Conditions, solely for Client’s internal purposes. Upon the termination of the SaaS Agreement, Client’s right to access and Use the SaaS shall terminate.
- B2B Contract. Client represents that he or she is a professional business entity, regardless whether registered or not, conducts business affairs, enters the SaaS Agreement for business purposes and does not act as a consumer.
- LIMITATIONS AND RESTRICTIONS
- Use Restrictions. Client shall not: (a) modify or create any derivative work from the SaaS; (b) include the SaaS in any other service, product or software; (c) reverse assemble, decompile, reverse engineer or otherwise attempt to derive source or algorithms from SaaS; (d) circumvent or attempt to circumvent any technological mechanism that is designed to restrict access or limit copying which may be applied to the SaaS; (e) remove or modify any markings or any notice of Synodic’s proprietary and intellectual property rights; (f) use the SaaS to store or transmit infringing, libelous, or otherwise unlawful material; (g) store or transmit any information in violation of third-party privacy rights; (h) use the SaaS to store or transmit malicious code; (i) interfere with or disrupt the integrity or performance of the SaaS; (j) attempt to gain unauthorized access to the SaaS or their related systems or networks; or (j) combine the SaaS with any application, software, hardware, equipment, product, or service, except as expressly authorized by Synodic in advance.
- Further limitations. The rights granted to Client under the SaaS Agreement are also conditioned on the following: (a) Client agrees to make every reasonable effort to prevent unauthorized third-parties from accessing the SaaS; and (b) Client agrees to use of the SaaS only in accordance with this SaaS Agreement and any applicable laws.
- Reverse Engineering. Client must not reverse engineer the SaaS or any of its part, except to the extent that this restriction is expressly prohibited by applicable laws.
- SaaS Updates. Except for repair or replacement of the SaaS as otherwise expressly described in the SaaS Agreement, Synodic may, but will not be obligated, under these Terms and Condition provide any updates, enhancements, improvements, new release or other versions of the SaaS to Client. For clarity, Synodic reserves the right to designate enhanced, modified, new release and other versions of the SaaS as being subject to additional or separate software-as-a-service agreement terms, including additional fees or other payments.
- Fees. Client shall pay Synodic the Fees as agreed in the Subscription Form and in accordance with the subscription plans set forth.
- Payment. Client shall be allowed to pay any and all Fees by a debit or credit card only, save the Parties jointly specifically agree differently. It is Synodic or a third party transfer service provider who shall have the exclusive right to decide on acceptance of any particular debit or credit card. Synodic does not retain any credit or debit card information; Client acknowledges that any issues connected with technical aspects of payment process are to be resolved with a third party transfer service provider. Client will be charged with an appropriate Fee in advance, with the moment of the beginning of a subscription period. In case of failure of payment process, the payment process will be automatically renewed and repeated for 7 (seven) days until successful payment. In case of ultimate failure of payment, after the period of seven days since the beginning of a subscription period the subscription is cancelled, and this SaaS Agreement terminated. Client shall be fully responsible for allowing the Fees to be charged automatically in advance.
- Currency. All payments shall be made in EUR or USD, provided that no other currency is specified in the Subscription Form. Synodic shall not be responsible for any transfer, exchange, spread etc. costs related to payment of Fees, for payment of which Client shall be solely responsible.
- Taxes. Net amounts. All Fees are net amount. Client acknowledges and agrees that it shall be responsible for the payment of all taxes (including the value added tax, if applicable) in connection with the provision of SaaS, if and when applicable, in accordance with due applicable laws.
- Changes of Subscription Plan. Client may change a subscription plan at any time. In case of change of subscription plan during a subscription period, Client shall be charged with appropriate Fees proportionately to the actual period of applied subscription plan.
- Surplus or Overpayment. Any surplus or overpayment of Fees by Client for which Synodic is responsible shall be settled for any due or future Fees and shall be returnable to Client within 30 days from the end of Term.
- No Return. In case of termination of Agreement during the subscription period no Fee or Fees which already have been paid shall be returnable to Client. Client shall have no claim for the return of Fee or Fees already paid, save this Agreement specifically provides differently.
- INTELLECTUAL PROPERTY RIGHTS
- Sole ownership. Synodic will, as between Synodic and Client and subject to the limited Client use rights set forth in these Terms and Conditions, have and retain sole and exclusive ownership of all right, title and interest in and to any product, software, service or deliverables provided by Synodic pursuant to the SaaS Agreement, including but not limited to, all patents, copyrights, trade secrets mask works, trademarks and other proprietary rights it may enjoy. Synodic will further have sole ownership of all improvements and modifications to any product, software, service or deliverables provided by Synodic pursuant to the SaaS Agreement, whether such improvements or modifications were based upon Client feedback and/or made by either Party alone or in cooperation with each other. No rights are granted hereunder to Client under any patents, design models, copyright, know-how, trade secrets and trademarks except as are incidental only to the Use of SaaS by Client.
- No Compensation. Client accepts that any increase in the value of Synodic’s intellectual property resulting from Client"s activities shall not give rise to any claim for compensation to Client.
- No Registration Rights. Client represents that it has not sought nor obtained and that he or she shall not seek to obtain registration in its own name of any of Synodic’s intellectual property and undertakes to cease use of Synodic’s intellectual property upon termination of the SaaS Agreement.
- References. Whenever Client shall make a reference to its relationship with Synodic whether in advertising or otherwise, Client shall describe its relationship only as a user of SaaS. Any other use by Client of Synodic’s trade name and/or trademark must be previously approved by a duly authorized officer of Synodic.
- LIMITED SAAS WARRANTY. SOLE REMEDIES
Synodic guarantees and warrants that it has the authority to grant to Client the right to access and Use the SaaS. Further, subject to Client’s compliance with all and any rules and terms of SaaS Agreement, Synodic warrants that the SaaS will provide substantially the same functions, features and characteristics as described in the definitions to these Terms and Conditions and applicable attachment to these Terms and Conditions, if any. The Client’s exclusive remedies for breach of this warranty are hereby agreed and exhaustively enlisted in the present section. If the SaaS does not provide substantially the same functions, features and characteristics as described in the definitions to these Terms and Conditions and applicable attachment to these Terms and Conditions, if any, Synodic will, at its sole option, either (i) modify the SaaS; or (ii) provide a workaround solution that will reasonably meet Client’s requirements. If neither of these options is commercially feasible as determined by Synodic at its sole discretion, either Party may terminate the SaaS Agreement upon 30 (thirty) days prior notice.
- WARRANTY DISCLAIMER. LIABILITY
- SERVICE “AS IS”. EXCEPT AS EXPRESSLY SET FORTH IN THE SAAS AGREEMENT, THE SAAS IS PROVIDED “AS IS,” AND Synodic DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, CONDITIONS OR REPRESENTATIONS INCLUDING, WITHOUT LIMITATION, (I) IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, (II) WARRANTIES OF TITLE AND AGAINST INFRINGEMENT AND (III) WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. TO THE EXTENT ANY IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE EXPRESS WARRANTY PERIOD.
- LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
- Synodic SHALL NOT BE LIABLE, WHETHER IN CONTRACT, NEGLIGENCE, TORT, OR ON ANY OTHER BASIS, FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, LOSS OR CORRUPTION OF DATA, OR LOSS OF REVENUE, SAVINGS OR PROFITS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, LOSS OF REPUTATION OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE PROVISION, USE, PERFORMANCE, FAILURE OR INTERRUPTION IN THE OPERATION OF THE SAAS, EVEN IF Synodic IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES;
- Synodic WILL NOT BE LIABLE FOR ANY CLAIM MADE THE SUBJECT OF A LEGAL PROCEEDING MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION ASSERTED IN SUCH CLAIM AROSE;
- NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE SAAS AGREEMENT, THE AGGREGATE LIABILITY OF Synodic AND ITS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES OR OTHER REPRESENTATIVES, ARISING IN ANY WAY IN CONNECTION WITH THE SAAS AGREEMENT—WHETHER UNDER CONTRACT LAW, TORT LAW, WARRANTY OR OTHERWISE—WILL NOT EXCEED THE TOTAL LICENCE FEES PAID BY CLIENT TO Synodic
- CLIENT INDEMNIFICATION
To the maximum extent permitted by the applicable laws, Client shall indemnify and hold Synodic harmless from and against any and all liabilities, costs, expenses and damages (including without limitation reasonable attorney’s fees) suffered or incurred by Synodic as a result of (a) Client’s breach of its obligations under the SaaS Agreement; (b) Client’s failure to comply with applicable laws; or (c) Client’s negligence or intentional torts.
All and any information supplied by Synodic in connection with the execution and performance of the SaaS Agreement and designated by Synodic as confidential, or which Client should reasonably believe to be confidential based on its subject matter or the circumstances of disclosure, shall be treated by Client as a strictly confidential information in a reasonable and appropriate manner and may be used by Client only as necessary to benefit from or to perform its obligations under the SaaS Agreement. Such confidential information cannot be used by Client for any other purpose, unless expressly agreed by Synodic. The confidential information does not include or embrace information which is: (a) publicly known; (b) already known to Client; (c) lawfully disclosed by a third party; (d) independently developed; or (e) disclosed pursuant to a legal requirement or order. Client may reasonably disclose the confidential information on a need-to-know basis to its contractor"s, agents and affiliates who agree to confidentiality and non-use terms that are substantially similar to these terms. For the avoidance of doubts, any trainings, instructions, tutorials, technical support or IT information provided by Synodic shall be deemed to be the confidential information.
- PERSONAL INFORMATION / PERSONAL DATA OF CLIENT
- Consent to Data Protection Policy. By agreeing to the SaaS Agreement, Client fully and unconditionally agrees and accepts the Synodic Data Protection Policy.
- Data Processing. Synodic shall comply with any applicable privacy and personal data protection laws, particularly while processing personal data and/or information of Users. The rules of data processing are stipulated in the Synodic Data Protection Policy.