Terms and conditions
Datalounges General Terms and Conditions
These General Terms and Conditions shall apply unless the parties have entered into any written agreements otherwise or other provisions have been expressly agreed. These General Terms and Conditions may be revised from time to time. The most current version will be available at Datalounges.com/terms-conditions. If the revision, in our sole discretion, is material customers will be notified. Continued use after a revision becomes effective is determined to be an acceptance of the revised General Terms and Conditions
Table of Contents
GENERAL TERMS AND CONDITIONS
The terms used in these General Terms and Conditions shall have the following meanings:
1.1. “Contact Information” means the name, email address, phone number, online username(s), telephone number, postal address, and similar information voluntarily submitted by Customer, as well as navigational data relating to each Customer. Contact Information does not include Sensitive Information.
1.2. “Customer Data” means all Contact Information and other permitted information submitted by Customer to, or collected by Customer via, the Subscription Service. Customer Data does not include Sensitive Information.
1.3. “Customer” means the person or entity using the Subscription Service and identified in the applicable statement or Order Form as the Datalounges customer.
1.4. “License” means a Subscription granted under Section 2.1.
1.5. “Subscription” and “Software Subscription” means a Subscription granted under Section 2.1
1.6. “Subscription Term” means the duration of a License as specified in the Order Acknowledgement.
1.7. “License Type” means the type of License applicable to the Software, as more fully described in the Order Acknowledgement.
1.8. “Open Source Software” means software components that are licensed under a license approved by the Open Source Initiative or similar open source or freeware license and are embedded in the delivered Software.
1.9. “Order” means a purchase order or other ordering document issued by You to Datalounges that references and incorporates these General Terms and Conditions and is accepted by Datalounges as set forth below in Section 3.
1.10. “Order Form” means the Datalounges approved form by which Customer agrees to subscribe to the Subscription Service.
1.11. “Order Acknowledgement” shall mean Datalounges’ written acceptance, including any acceptance transmitted to You by email, of any Order placed with Datalounges by You. The Order Acknowledgement list the specific Software that Datalounges has agreed to license to You.
1.12. “Datalounges” means Datalounges Oy and any entity which directly or indirectly controls, is controlled by, or is under common control with Datalounges Oy.
1.13. “Software” means the Datalounges Software listed on Datalounges web page – https://www.Datalounges.com/…./ which you acquire a Subscription under an Order Acknowledgement, together with any software code relating to the foregoing that is provided to You pursuant to a support and software subscription contract and that is not subject to a separate license agreement.
1.14. “Sensitive Information” follows the definition created with implementation of GDPR. Definition of data considered as sensitive can be found here: https://ec.europa.eu/info/law/law-topic/data-protection/reform/rules-business-and-organisations/legal-grounds-processing-data/sensitive-data/what-personal-data-considered-sensitive_en.
1.15. Subscription Service” means the particular edition and elements of acquired subscription, tools and platform subscribed to by Customer under an Order Form, and developed, operated, and maintained by Datalounges made available to Customer by Datalounges, to which Customer is being granted access pursuant to this Agreement and an Order Form. The Subscription Service includes acquired solution, and does not include training services, consulting services, and third party products.
1.16. “User(s)” means Customer’s employees, representatives, consultants, contractors or agents who are authorized to use the Licensed Software for the benefit of Customer and who have been supplied user identifications and passwords by Customer (or by Datalounges at Customer’s request).
USAGE RIGHTS SOFTWARE SUBSCRIPTIONS
2.1. Provision of Software Subscriptions. Subject to the terms of this Agreement, Datalounges shall, during the agreed Subscription Period provide Customer with the Software Subscription specified in the Order Acknowledgement and in accordance with the included Support Plan. Unless otherwise agreed, the Subscription Period will commence no later than 30 days after issuance of an Order Acknowledgement.
2.2. Use of Software and Software Subscriptions.
2.2.1. Customer will use the Software Subscription and Software only for Customer’s internal use.
2.2.2. Distributing the Software or any portion of the Software Subscription for the benefit of a third party is a material breach of the Agreement even though the open source licenses applicable to individual software packages may give Customer the right to distribute those packages (and this Agreement is not intended to interfere with Customer’s right under those individual licenses).
2.2.3. Any unauthorized use of the Software Subscriptions is a material breach of this Agreement, such as (i) providing Software access or Software maintenance to third parties, and/or (ii) using the Support provided under the Software Subscriptions to provide support to third parties. For the avoidance of doubt, use of the Software Subscriptions for their intended purpose shall not constitute unauthorized use.
2.2.4. The use case determines which Software Subscription is required and what fees are charged. If Customer uses or deploys the Software in a manner contrary to a supported use case, Customer is responsible for purchasing the appropriate Software Subscription(s) to cover such usage.
2.2.5. By using a trial subscription, Customer understands that Customer will be using the Software Subscriptions for trial purposes only and Customer understand that Datalounges is relying on the accuracy of Customer representation in providing Customer with access to the trial subscription(s). If Customer uses the Datalounges trial subscription(s) for any other purposes, Customer is in violation of this Agreement and is required to pay the applicable subscription fees in addition to any and all other remedies available to Datalounges under applicable law. Examples of such violations include, but are not limited to, using the Software Subscriptions provided under a trial subscription for production purposes, offering support to third parties, or complementing or supplementing third party support with Software Subscriptions received through a trial subscription.
2.2.6. Datalounges may at any time without notice or liability, limit availability to the Software Subscriptions in order to perform maintenance activities.
2.2.7. End of Availability. Datalounges may, at its discretion, decide to retire Software and/or Software Subscriptions from time to time (“End of Availability”). Datalounges shall notify Customer 60 days in advance. Datalounges shall have no obligation to provide Software Subscriptions for retired Software or to provide retired Software.
2.3. Subscription Purchase Requirements.
2.3.1. The subscription term shall be quarterly or annually, based on the user’s selection. Unless either party gives the other written notice that it does not intend to renew the subscription, this Agreement will be automatically renewed on a quarterly or annual basis.
2.3.2. Customer must purchase and/or renew Software Subscriptions at the same Services Level for all implementations of the same Software in a given environment, such as Test, Development, or Production.
2.4.1. Software Subscriptions do not cover problems caused by the following: (i) unusual external physical factors such as inclement weather conditions that cause electrical or electromagnetic stress or a failure of electric power, air conditioning or humidity control; neglect; misuse; operation of the Software with other media not in accordance with the manufacturer’s specifications; or causes other than ordinary use; (ii) use of the Software that deviates from any operating procedures as specified by Datalounges; (iii) third party products, other than the interface of the Software with the third party products; (iv) Modified Code; (v) any customized deliverables created by Datalounges, Datalounges partners or third party service providers specifically for Customer as part of consulting services. Customer may request assistance from Datalounges for such problems, for an additional fee.
2.4.2. In the event that Datalounges suspects that a reported problem may be related to Modified Code, Datalounges, may, in its sole discretion, (i) request that the Modified Code be removed, and/or (ii) inform Customer that additional assistance may be obtained by Customer directly by engaging Datalounges professional services for an additional fee.
2.5. Customer Responsibilities. Datalounges obligations regarding Software Subscriptions are subject to the following:
2.5.1. Customer agrees to receive from Datalounges communications via e-mail, telephone, and other formats, regarding Software Subscriptions (such as communications concerning support coverage, Issues or other technical issues and the availability of new releases of the Software and training options).
2.5.2. Customer is solely responsible for the use of the Software by its personnel and shall properly train its personnel in the use and application of the Software.
2.5.3. Customer shall promptly report to Datalounges all problems with the Software and shall implement any corrective procedures provided by Datalounges reasonably promptly after receipt.
2.5.4. Customer shall provide Datalounges with all information, access, and full good faith cooperation reasonably necessary to facilitate the provision of the Software Subscriptions and will do anything that is identified in the relevant Order Acknowledgement as the Customer’s responsibility. Customer’s failure or delay in its performance of any of the foregoing relives Datalounges of its obligations under this Agreement to the extent that such obligations are dependent upon Customer’s performance.
2.5.5. Customer shall provide Datalounges a list of contacts (including names, email addresses and phone numbers) of those individuals authorized to open Support Requests on Customer’s behalf. These authorized contacts must have the access and authority to administer or configure the Software as required by the nature of the Support Request.
2.5.6. Customer is solely responsible for protecting and backing up the data and information stored on Customer computers on which the Software is used and should confirm that such data and information is protected and backed up in accordance with any internal or regulatory requirements as applicable, before contacting Datalounges for Technical Support. Datalounges is not responsible for lost data or information in the event of errors or other malfunction of the Software or Customer computers on which the Software is used.
2.5.7. If deemed necessary by Datalounges, Customer will have dedicated resources available to work 24X7 on Issues (as defined in section 11.1 below).
2.5.8. Customer is solely responsible for maintaining procedures external to the Software for reconstruction of lost or altered files, data or programs to the extent that it deems necessary and for performing any such reconstruction.
2.5.9. Customer is responsible for obtaining and maintaining appropriate equipment and ancillary services needed to connect to, access or otherwise use the Software, including, without limitation, computers, computer operating systems, data storage, network devices and web browsers.
Your Order is subject to these General Terms and Conditions. No Orders are binding on Datalounges until Datalounges have issued an Order Acknowledgement. Orders issued to Datalounges do not have to be signed to be valid and enforceable
Datalounges will not accept the return of supplied subscriptions unless such returns are admissible as per the Datalounges return policies. If the licenses received are not those detailed in the Contract, Company shall inform Datalounges no later than 10 business days of delivery.
REPORTING AND AUDIT RIGHTS
5.1. Reporting – Excess Usage. Customer will, without any undue delay, notify Datalounges if the actual number of images to be monitored utilized by Customer exceeds the number of images to be monitored for which Customer has paid the applicable Fees. Such notice shall include the number of additional images to be monitored and the date(s) on which such were first utilized. Datalounges will invoice Customer for the images to be monitored exceeding the number of images to be monitored that the Customer was entitled to use and Customer will pay for such services no later than thirty (30) days from the date of invoice.
5.2. Audit Rights. Datalounges, or its third party auditor, may, upon fourteen (14) days notice to You, verify that You have (i) used the Software solely in the manner authorized herein; (ii) paid all applicable license fees; and (iii) otherwise complied with these General Terms and Conditions and all Order Acknowledgements. Audits will be conducted during normal business hours and Datalounges will use commercially reasonable efforts to minimize the disruption of Your normal business activities. You will reasonably cooperate with Datalounges and/or its third party auditor and will promptly pay directly to Datalounges any underpayments revealed by such audit.
6.1. Limited Software Warranty. Datalounges warrants to You that the Software will, for a period of ninety (90) days following delivery (“Warranty Period”), substantially conform to the applicable features as presented to Customer through the product documentation, provided that the Software (a) has been properly installed and used at all times and in accordance with the applicable instructions; and (b) has not been modified or added to by persons other than Datalounges or its authorized representative. Datalounges will, at its own expense and as its sole obligation and Your exclusive remedy for any breach of the foregoing warranty, either replace the applicable Software or correct any reproducible error in the Software reported to Datalounges by You in writing during the Warranty Period. If Datalounges determines that it is unable to correct the error or replace the Software, Datalounges will refund to You all Subscription fees actually paid by You, in which case the License for the applicable Software and Your right to use such Software will terminate.
6.2. Disclaimer of warranties. The warranties in section 6.1 above are in lieu of and, to the maximum extent permitted by applicable law, Datalounges disclaim, all other warranties, whether express, implied, or statutory, including any implied warranties of merchantability and fitness for a particular purpose, title, non-infringement and any warranties arising from course of dealing or course of performance) regarding or relating to the software or any materials furnished or provided to you under these General Terms and Conditions. Datalounges do not warrant that the software will operate uninterrupted or that it will be free from defects or that the software will meet, or is designed to meet, Your business requirements.
LIMITATION OF LIABILITY
7.1. Limitation of liability. In no event will Datalounges be liable for any lost profits or business opportunities, loss of use, loss of revenue, loss of goodwill, business interruption, loss of data, or any other indirect, incidental, or consequential damages under any theory of liability, whether based in contract, negligence, product liability, or otherwise. Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the preceding limitation may not apply to you. Datalounges liability under these General Terms and Conditions will not, in any event, regardless of whether the claim is based on contract, strict liability, or otherwise, exceed the license fees you paid for the software, if any. The foregoing limitations shall apply regardless of whether You have been advised of the possibility of such damages and regardless of whether any remedy fails of its essential purpose.
7.2. Further Limitations. Datalounges liability with respect to any third party software embedded in the Software shall be subject to Section 7.1. You may not bring a claim under these General Terms and Conditions more than twelve (12) months after the cause of action arises.
8.1. These General Terms and Conditions will terminate in its entirety upon the termination of the Subscription Term, unless terminated earlier under this Section 7.
8.2. Termination for Breach. Datalounges may terminate these General Terms and Conditions in its entirety effective immediately upon written notice to You if: (i) You breach any provision in Section 3 and do not cure the breach within ten (10) days after receiving written notice thereof from Datalounges; (ii) You fail to pay any portion of the fees under an applicable Order Acknowledgement within ten (10) days after receiving written notice from Datalounges that payment is past due; (iii) You breach any other provision of these General Terms and Conditions and don’t not cure the breach within thirty (30) days after receiving written notice thereof from Datalounges; or (iv) You commit a material breach that is not capable of being cured.
8.3. Termination for Insolvency. Datalounges may terminate these General Terms and Conditions in its entirety effective immediately upon written notice to You if You: (i) terminate or suspend your business; (ii) become insolvent, admit in writing Your inability to pay Your debts as they mature, make an assignment for the benefit of creditors; or become subject to control of a trustee, receiver or similar authority; or (iii) become subject to any bankruptcy or insolvency proceeding.
8.4. Effect of Termination. If Datalounges terminates these General Terms and Conditions under this Section 8: (i) all Licensed rights to all Software granted to You under these General Terms and Conditions will immediately cease to exist; and (ii) You must promptly discontinue all use of all Software, and return, or if requested by Datalounges, destroy, any related Datalounges Confidential Information in Your possession or control and certify in writing to Datalounges that You have fully complied with these requirements. Sections 1 (Definitions), 2.3 (Open Source Software), 3 (Restrictions; Ownership), 5.2 (Audit Rights), 6.2 (Disclaimer of Warranties), 7 (Limitation of Liability), 8 (Termination), and 9 (General) will any survive termination of these General Terms and Conditions.
Waiver. No waiver of any right under this Agreement will be effective unless in writing, signed by a duly authorized representative of the party to be bound. No waiver of any past or present right arising from any breach or failure to perform will be deemed to be a waiver of any future right arising under this Agreement
10.1. Assignment. These General Terms and Conditions and any Orders, and any of Your rights or obligations thereunder, may not be assigned, subcontracted or transferred by You, in whole or in part, whether voluntary, by operation of contract, law or otherwise, without the prior written consent of Datalounges. Any attempted assignment or transfer in violation of the foregoing will be null and void. Subject to the foregoing, these General Terms and Conditions will be binding upon and will inure to the benefit of the parties and their respective successors.
10.2. Severability. If any provision of this Agreement is held invalid or unenforceable for any reason but would be valid and enforceable if appropriately modified, then such provision will apply with the modification necessary to make it valid and enforceable. If such provision cannot be so modified, the parties agree that such invalidity will not affect the validity of the remaining provisions of the Agreement.
10.3. Compliance with Laws; Export Control; Government Regulations.
You may not use or otherwise export or re-export any Product(s) except as authorized by Finnish law and the laws of the jurisdiction in which You obtained the Product(s). In particular, but without limitation, the Product(s) may not be exported or re-exported (a) into any U.S. embargoed countries or (b) to anyone on the U.S Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List. By using the Product(s), you represent and warrant that you are not located in any such country or on any such list.
10.4. Governing Law and Jurisdiction. This Agreement and any dispute or claim arising out of or in relation to or in connection with it is governed by the laws of Finland.
10.5. Order of Precedence. In the event of conflict or inconsistency among these General Terms and Conditions, EULA and the relevant Order Acknowledgement, the following order of precedence shall apply: (a) EULA, (b) Order Acknowledgement and (c) Datalounges General Terms and Conditions.
10.6. Entire Agreement. These General Terms and Conditions, including Hosting Addendum, Order Acknowledgements and EULA, contain the entire agreement of the parties with respect to the subject matter of these General Terms and Conditions and supersede all previous or contemporaneous communications, representations, proposals, commitments, understandings and agreements, whether written or oral, between the parties regarding the subject matter hereof. These General Terms and Conditions and the Licensing Policy can be updated from time to time, in Datalounges sole discretion and will be made available at www.datalounges.com. This agreement can only be modified with a written addendum signed by both parties.
12.1. “Issue” means a failure in the Software to operate substantially in accordance with given instructions.
12.2. “Modified Code” means any modification, addition and/or development of code scripts deviating from the predefined product code tree(s)/modules developed by Datalounges for production deployment or use. Configuration of Software options which are intended to be altered is not considered a modification of the Software.
12.3. “Support Plan” means the Support Plan included in the Software Subscription accepted by Datalounges in an Order Acknowledgement. Datalounges Support Plans are set out at the, from time to time, current website https://www.Datalounges.com
12.4. “Subscription period” means the period for which Customer has purchased the Software Subscriptions and unless otherwise agreed, the Subscription Period will commence no later than 30 days after issuance of an Order Acknowledgement. Any subsequent renewal periods and shall commence on the date of purchase of the Software Subscriptions, unless otherwise is set out in an Order Acknowledgement
12.5. “Support” means the provision of telephone or web-based technical assistance by Datalounges to Customer’s technical contact(s) with respect to installation, Issues and technical product problems, in accordance with the Support Plan included in Software Subscription purchased by Customer, as further defined on Datalounges from time to time current website https://www.Datalounges.com/….
12.6. “Support Request” means any written or electronically written request for any Support by a Customer.
Datalounges Oy, 2663514-3, Kankurinkatu 4-6, 05800 Hyvinkää, FINLAND, tel. +358 40 7567929, email: firstname.lastname@example.org
HOSTING TERMS AND CONDITIONS
Hosting terms and conditions depend on your services and are subject to your contract. Please refer to your contract or contact Datalounges to review your terms.
CONSULTING TERMS AND CONDITIONS
Consulting terms and conditions depend on your services and are subject to your contract. Please refer to your contract or contact Datalounges to review your terms.
R4DAR END USER LICENSE AGREEMENT
Please read this agreement carefully. By purchasing, installing, downloading or otherwise using the software (including its components), you agree to the terms of this agreement. If you do not agree with these terms, you are not permitted to download, install or use the software and you should notify the party from which you purchased the software to obtain a refund. An individual acting on behalf of an entity represents that he or she has the authority to enter into this agreement on behalf of that entity.
This End User License Agreement (“Agreement”) is a legal agreement between You (an entity or a person) and Datalounges Oy (“Licensor”). The software products identified in the title of this Agreement for which You have acquired licenses, any media or reproductions (physical or virtual) and accompanying documentation (collectively the “Software”) is protected by the copyright laws and treaties in Finland and other countries and is subject to the terms of this Agreement. Any addon, extension, update, mobile application, module, adapter or support release to the Software that You may download or receive that is not accompanied by a license agreement is Software and is governed by this Agreement. If the Software is an update or support release, then You must have validly licensed the version and quantity of the Software being updated or supported in order to install or use the update or support release.
LICENSES. The Software and each of its components are owned by Licensor or other licensors and are protected under copyright laws and other applicable laws.
Subject to compliance with the terms and conditions of this Agreement, Licensor grants to You a, non-exclusive, non-transferable, worldwide license to use the Software according to Customers purchased quantity of Monitored Items (as defined below) within Your Organization (as defined below).
“Monitored Item” means data source according to Customers Order Acknowledgement.
ORGANIZATION. “Organization” means a legal entity and any entity which directly or indirectly controls, is controlled by, or is under common control with the legal entity.
THIRD PARTY/OPEN SOURCE. Nothing in this Agreement shall restrict, limit or otherwise affect any rights or obligations You may have, or conditions to which You may be subject, under any applicable open source licenses to any open source code contained in the Software. The Software may include or be bundled with other software programs licensed under different terms and/or licensed by a third party other than Licensor. Use of any software programs accompanied by a separate license agreement is governed by that separate license agreement.
SUBSCRIPTION SERVICES. Licensor has no obligation to provide maintenance or support unless You purchase a subscription offering that expressly includes such services.
MARKS. No right or license, express or implied, is granted under this Agreement with respect to any trademark, trade name or service mark of Licensor or its affiliates or licensors (“Mark”). This Agreement does not permit you to distribute the Software or its components using Licensor’s trademarks, regardless of whether the copy has been modified. You may make a commercial redistribution of the Programs only if (a) permitted under a separate written agreement with Licensor authorizing such commercial redistribution, or (b) you remove and replace all occurrences of any Mark.
License Restrictions. The Software and each of its components are owned by Licensor and/or its licensors and are protected under copyright law and under other laws as applicable. Title to the Software and any component, or to any copy, modification, or merged portion shall remain with Licensor and other licensors, subject to the applicable license. Licensor reserves all rights not expressly granted to You. The Software is licensed for Your internal use only. Except as this Agreement expressly allows, You may not (1) remove any patent, trademark, copyright, trade secret or other proprietary notices or labels on the Software or its documentation; or (2) disclose the results of any performance, functional or other evaluation or benchmarking of the Software to any third party without the prior written permission of Licensor.
Outsourcing Requirements. Your license to use the Software may be used under the terms of this Agreement by a third party acting on Your behalf, such as a third party cloud provider or outsourcing vendor who manages or hosts (either remotely or virtually) the Software for You, subject to and conditioned upon Your adherence to the following: (1) You remain responsible for all of Your obligations under this Agreement and enter into an enforceable agreement with the third party that contains terms and conditions to protect Licensor’s rights in the Software that are no less restrictive than those contained in this Agreement, including without limitation the Verification section below; (2) You prohibit use of the Software by the third party for any purpose other than Your sole benefit; (3) You are solely responsible to Licensor for any and all breaches of this Agreement by the third party; and (4) You are and will remain current on subscription purchases that cover all installations and deployments of the Software by the third party on Your behalf.
No title to or ownership of the Software is transferred to You. Licensor and/or its third-party licensors retain all right, title and interest in and to all intellectual property rights in the Software and Services, including any adaptations or copies thereof. The Software is not sold to You, You acquire only a conditional license to use the Software. Title, ownership rights and intellectual property rights in and to the content accessed through the Software are the property of the applicable content owner and may be protected by applicable copyright or other law. This Agreement gives You no rights to such content.
Non-Licensor Products. The Software may include or be bundled with hardware or other software programs or services licensed or sold by an entity other than Licensor.
Licensor does not warrant non-licensor products or services. Any such products or services are provided on an “as is” basis. Warranty service if any for nonlicensor products is provided by the product licensor in accordance with their applicable warranty. Except as otherwise restricted by law, licensor disclaims and excludes any and all implied warranties including any warranties of merchantability, fitness for a particular purpose, title or non-infringement nor are there any warranties created by course of dealing, course of performance or trade usage. Licensor makes no warranty, representation or promise not expressly set forth in this limited warranty. Licensor does not warrant that the software or services will satisfy your requirements, be compatible with all operating systems, or that the operation of the software or services will be uninterrupted or error-free. The foregoing exclusions and disclaimers are an essential part of this agreement and formed the basis for determining the price charged for the products. Some jurisdictions do not allow certain disclaimers and limitations of warranties, so portions of the above limitations may not apply to You. This limited warranty gives You specific rights and You may also have other rights which vary by state or jurisdiction.
Term. This Agreement becomes effective on the date You legally acquire the Software and will automatically terminate if You breach any of its terms.
Entire Agreement. This Agreement, together with any other purchase documents or other agreement between You and Licensor, sets forth the entire understanding and agreement between You and Licensor and may be amended or modified only by a written agreement agreed to by You and an authorized representative of Licensor. No third-party licensor, distributor, dealer, retailer, reseller, sales person, or employee is authorized to modify this agreement or to make any representation or promise that is different from, or in addition to, the terms of this agreement.
This EULA contains amendments and/or additions from Datalounges General Terms and Conditions, located here: http://Datalounges.com/terms-conditions/
Order of Precedence. In the event of conflict or inconsistency among this EULA, Datalounges General Terms and Conditions and the relevant Order Acknowledgement, the following order of precedence shall apply: (a) this EULA, (b) Order Acknowledgement and (c) Datalounges General Terms and Conditions
Datalounges Oy, 2663514-3, Kankurinkatu 4-6, 05800 Hyvinkää, FINLAND, tel. +358 40 7567929, email: email@example.com