Saas agreement

This Software as a Service Agreement is entered into between the Customer and ThisIsTheCore LLC (DBA Corebook) (the “Company”), registered in the Commercial register of Latvia under No. 40203251855. The Company and the Customer agree that the following terms and conditions will apply to the services provided under this agreement and orders (“Order Forms”) placed thereunder.

1. Saas services and support

(a) During the subscription term, the Customer will receive a non-exclusive, non-assignable, worldwide right to access and use the internet-accessible service of the Company that provides use of Corebook online brand guidelines platform (“Services”) and made available to the Customer over a network. Services are provided solely for the Customer’s own business purposes subject to the terms of this agreement.

(b) If mutually agreed in confirmed Order Forms, the Company can provide the Customer with Implementation Services and additional Service adaptations, as described in the Order Form for Implementation Services in accordance with the terms therein.

(c) The use of the Services is governed by the Terms of service, and the Parties agree to be bound by them, to the extent that this agreement does not prescribe otherwise.

(d) The Customer acknowledges that this agreement is a services agreement and the Company will not be delivering copies of the Corebook software, platform or system to the Customer as part of the Services.

(e) Subject to the terms of this agreement, the Company will make commercially reasonable efforts to provide Services to the Customer.

(f) As part of the registration process, the Customer will identify an administrative user name and password for the Customer’s account in the Corebook platform. The Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

(g) Subject to the terms hereof, the Company will provide the Customer with reasonable technical support services in accordance with the Company’s standard practice.

2. Responsibilities of the customer

(a) The Customer is responsible for its access to and use of the Services. The Customer will be responsible for any additional users (user accounts) it creates within the Service, the number of user-rights granted to these users and the activities performed by the users while using the Service. The Customer has the rights to administer, create and cancel users within its subscription to the Service, by using the relevant functionality of the platform.

(b) The Customer shall ensure that the user accounts created by the Customer (the Customer`s administrative user) and persons who, on behalf of the Customer use or access the Service, comply with this agreement and the Terms of service.

(c) The Customer shall not permit a set of login credentials for a Service to be used by more than one user and shall not commercially sell, resell, license, sublicense, distribute, or frame the Services to a third party. The Customer shall access and use the Services in compliance with this agreement and applicable laws and regulations, and shall promptly notify the Company of any known unauthorized access or use.

3. Confidentiality; proprietary rights

(a) Each party (“Receiving Party”) understands that the other party (“Disclosing Party”) has disclosed or may disclose non-public business, technical or financial information relating to the Disclosing Party’s business (“Proprietary Information”) of the Disclosing Party. Proprietary Information of the Company includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of the Customer includes non-public data provided by the Customer to the Company to enable the provision of Services and while using the Services, including any personal information of the Customer’s or Customer’s affiliates’ employees and/or contractors who use the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

(b) The Customer will own all rights, titles and interest in and to the Customer Data, as well as the data based on or derived from Customer Data and provided to the Customer as part of the Services, however, limited to the following own data assets. The Company will own and retain all rights, titles and interest in and to (a) Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing.

(c) The Company will use reasonable efforts consistent with prevailing industry standards to ensure confidentiality of any Customer Data provided to the Company when using the Services, as set out in this agreement. The Parties are aware that any use of online Services has risks for confidentiality and privacy breaches. The Company accepts no liability for possible illegal actions of third parties.

4. Payment of fees

(a) The Customer will pay the Company any applicable fees described in the Order Form for Services and Implementation Services in accordance with the terms therein (“Fees”). If the Customer’s use of Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees (per the terms of this agreement or Terms of service), the Customer will be billed for such usage and the Customer agrees to pay the additional fees in the manner provided for herein. The Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of Initial Service Term or then-current renewal term, upon thirty (30) days’ prior notice to the Customer (which may be sent by email). If the Customer believes that the Company has billed the Customer incorrectly, the Customer must contact the Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to the Company’s customer support department.  Any payment shall be made in the currency indicated on the invoice.

(b) The Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by the Company thirty (30) days after the mailing date of the invoice. The Customer will be responsible for all taxes associated with Services other than the Company registration country’s taxes.

(c) Fees are non-refundable once paid except as otherwise expressly provided for in this agreement or applicable Order Form.

(d) Without prejudice to other rights, if no payment has been received on time, the Company may suspend the provision of Services in whole or in part, stop fulfilling the Company’s obligations and deny access to a Customer account on the platform.

(e) The Fees for lifetime and/or other indefinite period Services are non-refundable, except if due to the Company, the already paid Services has been provided for less than one (1) year. In this case, a proportional part of the already paid Fee is reimbursed, pro rata from one full year.

5. Additional services

(a) For any Implementation Services or additional Services, the Customer shall submit an Order Form to the Company. After reviewing, the parties mutually agree on the necessary functionality and costs (remuneration fees), and specify additional Services, Implementation services. The Company is not obliged to accept an Order Form received from the Customer.

(b) The submission and confirmation of the Order Form can be carried out via email correspondence between the Customer and Company or via exchange of signed documents by mail. When sending copies or scans of documents to the Company, the Customer is responsible for the authenticity and correctness of submitted documents.

(c) If the Company provides Implementation services, additional Services or other professional services to the Customer, the Customer’s rights to access and use customizations resulting from such services are subject to the limitations and restrictions set forth in this agreement.

(d) The Company can unilaterally cancel the fulfilment or provision of additional Services or Implementation Services if these are incompatible with the functioning of the platform, the stability of Services could be jeopardised or for any other reasons. Due to any suspension, refusal or cancellation of the additional or Implementation Services, the Company shall make a pro rata refund of any fees paid in advance by the Customer for the period during which the additional or Implementation Services were not rendered or made available by the Company due to any suspension, refusal or cancellation.

6. Term and termination

(a) Subject to earlier termination as provided for below, this agreement is for an Initial Service Term as specified in the Service subscription offer and/or Order Form and will be automatically renewed   for additional periods of the same duration as the Initial Service Term (collectively, “Term”), unless either party requests termination at least thirty (30) days prior to the end of the then-current term. At the time of the order or at any time later (in the Customer's portal or by submitting respective notification to the Company), the Customer may cancel the automated subscription renewal.

(b) In addition to any other remedies it may have, either party may also terminate this agreement upon thirty (30) days’ notice (or without notice in the case of non-payment), if the other party materially breaches any of the terms or conditions of this agreement. The Customer will pay in full for Services up to and including the last day on which Services are provided. All sections of this agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

(c) Upon any termination, upon the Customer’s request, the Company will make all Customer Data available to the Customer for electronic retrieval for a period of thirty (30) days (the Customer’s main user will be allowed read-only access to an online Service). Thereafter all Customer Data will be deleted.  Upon the Customer’s written request, the Company will certify the deletion of the Customer Data. Notwithstanding the foregoing, the Company may retain copies of Customer Data as part of records, documents, or broader data sets in accordance with the Company’s legal and financial compliance obligations, on the condition that the Company continues to comply with all the requirements of these Terms in relation to any such retained content.

7. Warranty and disclaimer

The Company will use reasonable efforts consistent with prevailing industry standards to maintain Services in a manner which minimizes errors and interruptions in Services and will perform Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control, but the Company will use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. HOWEVER, THE COMPANY DOES NOT GUARANTEE THAT SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT GIVE ANY GUARANTEE AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND THE COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. Indemnity

The Company will hold the Customer blameless from liability to third parties resulting from infringement by Service of any patent or any copyright invalid in the European Union or misappropriation of any trade secret, provided the Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defence and settlement; the Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of Service (i) not supplied by the Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by the Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where the Customer continues the allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where the Customer’s use of Service is not strictly in accordance with this agreement. If, due to a claim of infringement, Services are held by a court of competent jurisdiction to be or are believed by the Company to be infringing, the Company may, at its option and expense (a) replace or modify the Service to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for the Customer a license to continue using the Service, or (c) if neither of the foregoing is commercially practicable, terminate this agreement and the Customer’s rights hereunder and provide the Customer a refund of any prepaid, unused fees for the Service.

9. Limitation of liability

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR, (A) FRAUD OR DELIBERATE MISREPRESENTATION BY THE COMPANY; (B) THE COMPANY’S PAID FEE INDEMNIFICATION OBLIGATIONS; OR (C) THE COMPANY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 3, THE COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES WILL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE DATA, INTELLECTUAL PROPERTY, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND THE COMPANY’S REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY THE CUSTOMER TO THE COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Data protection

“Data Protection Laws“ means any applicable current and forthcoming privacy and data protection legislation, rules and regulations relating to the Processing of Personal Data and/or the protection of an individual's privacy as governed by GDPR and any related orders and/or binding guidelines or code of practice issued by a Supervisory Authority, courts or arbitrational tribunals, regulators or the EU Commission, regarding the processing of Personal Data, each as amended, supplemented, substituted or replaced from time to time; Terms “Data Controller“, “Data Processor“, “Personal Data“, “Processing“ shall have the same meaning as in GDPR.

(a) The parties are duly informed and do not object to the processing of personal data for the purposes of delivery of the Service and performance of this agreement, including for the purposes of ensuring the bookkeeping of the transaction, the fulfilment of obligations and the protection of their interests during the limitation period. The purpose of the processing of personal data is related to the processing of data of parties as performers of economic activity (professional users).

(b) Services are not intended to be used to mainly process personal data. Although the Customer is considered to be the Data Controller , if the Customer Data contains Personal Data.

The parties acknowledge that no Personal Data will be processed as part of the services. Where the Company processes personal data of Customer's personnel as Controller for the purposes of contract administration, it will do so strictly in accordance with Data Protection Laws. Such contact information shall not be used except as needed to provide and receive Service under this Agreement or as governed by applicable laws. Where the Company may also need to process Personal Data of Customer (alone or jointly with Customer) as Controller for any purpose other than contract administration under this Agreement, it will do so only as agreed by Customer and as set out in the relevant data protection schedule. In the event that the parties anticipate the addition of Services to this Agreement that would require the processing of Customer's Personal Data by the Company as a Data Processor or that the Services already provided require the processing of other Customer's Personal Data, the parties will negotiate in good faith to incorporate appropriate data protection provisions into this Agreement.

(c) The parties shall ensure that all their employees and any person who processes personal data in the performance of the agreement is committed to the confidentiality of personal data and that this obligation is of unlimited duration.

(d) The parties guarantee that, in their activities, each will continuously comply with the personal data protection rules applicable, including the implementation of adequate technical and organisational measures for the protection of personal data.

11. Publicity

(a) Unless the Customer has notified the Company to the contrary in writing (including via email), the Company may disclose the Customer as a customer of Services (the fact of cooperation between the parties and of the use of Services by the Customer) for advertising or publicity purposes, provided that no non-public Customer Data is disclosed by such actions.

(b) In the cases specified in this paragraph, for reference purposes the Company may use the name, the public trademarks and brand names of the Customer. The Customer agrees to reasonably cooperate with the Company to serve as a reference account upon request.

12. Miscellaneous

(a) This agreement shall become effective when expressly confirmed by both parties. In case of doubt, starting the use of paid Services and/or submitting the Order Form to the Company is considered to be the Customer's consent to this agreement.

(b) The Customer is responsible for complying with any other local laws and regulations which may impact the Customer’s right to access, or use the Services.

(c) A party is not liable for any delay or default under this Agreement if such a delay is caused by conditions beyond its reasonable control, and the party suffering from any such conditions uses reasonable efforts to mitigate against the effects of such conditions.

(d) If any provision of this agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this agreement will otherwise remain in full force and effect and enforceable.

(e) This agreement is not assignable, transferable or sublicensable except with the other party’s prior written consent or in the event that the Company sells its business as an entity. This agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this agreement, and that all waivers and modifications must be expressly accepted by both parties, except as otherwise provided for herein.

(f) No agency, partnership, joint venture, or employment is created as a result of this agreement and the Customer does not have any authority of any kind to bind the Company in any respect whatsoever. In any action or proceeding to enforce rights under this agreement, the prevailing party will be entitled to recover costs and legal fees.

(g) All notices under this agreement will be in writing and will be deemed to have been duly given and received, if personally delivered or sent by e-mail to the address indicated by the Customer in the Service (user account) or stated by the Company in the Service home page (when receipt is electronically confirmed). This agreement will be governed by the laws of the European Union and Latvia without regard to its conflict of laws provisions.