THIS AGREEMENT IS BETWEEN BY SIA GRĀMATIŅŠ, A COMPANY REGISTERED IN LATVIA UNDER THE REGISTRY CODE: 40203475573, REGISTERED ADDRESS JŪRAS STREET 1 - 22, VENTSPILS, LV-3601 (“LICENSOR”) AND THE CLIENTS/USERS OF GRAMATINS SERVICES (THE “LICENSEE”). TO THE EXTENT THERE IS A CONFLICT BETWEEN THESE TERMS AND CONDITIONS AND ANY ORDERS, CONFIRMATIONS ISSUED BY THE LICENSOR, ANY ADDENDUMS AND/OR AMENDMENTS THE LICENSEE HAS AGREED TO WHILE USING GRAMATINS SERVICES, THE EULA, TERMS OF CONTRACTS, ORDERS, CONFIRMATIONS, ADDENDUMS, AND/OR AMENDMENTS WILL GOVERN.

This Agreement outlines the terms and licensing of Gramatins services (“Services”). Licensee agrees to and implements equal measures and principles to the Data Safety measures and measures followed by Licensor and uses the Services only in accordance with the Privacy Policy and Terms & Conditions of Licensor and Gramatins;

1. Definitions1.1. “Agreement” means this Agreement, Licensor’s Privacy Policy, Licensor’s Terms & Conditions, and any materials specifically incorporated herein by reference, as such may be updated by Licensor from time to time at its sole discretion.
1.2. “Customer Data” means any electronic data or information submitted or provided by Licensee to Licensor through the use of the Services.
1.3. “Services” means the services and features provided as part of Gramatins.
1.4. “Service Fees” has the meaning set forth in Section 5.
1.5. “Users” mean Licensee, Licensee’s employees, representatives, consultants, contractors, or agents who are authorized to use the Services on behalf of Licensee.

2. Services
2.1. Subject to the terms and conditions of this Agreement, including the payment of all applicable Service Fees, Licensor agrees to use commercially reasonable efforts to provide Licensee with the Services and make the Services available for use in accordance with this Agreement.
2.2. Licensor reserves the right to update or modify the Services at any time. Licensor or its partners will deliver the Services using infrastructure, which is designed to provide commercially reasonable levels of security and availability. By using the Services, Licensee consents to the transfer of Licensee’s Customer Data in accordance with Licensor’s Privacy Policy and Terms & Conditions available on Gramatins websites.
2.3. Licensor agrees to maintain administrative, physical, and technical controls designed to protect the security, confidentiality, and integrity of Customer Data.

3. Grant of License; Intellectual Property.
3.1. Grant of License. Subject to the terms and conditions of this Agreement, Licensor hereby grants Licensee a nonexclusive, non-transferable, non-sublicensable, revocable limited license (the “License”) to access and use the Services.  The use of the Services are solely for the use of Licensee and do not extend to third parties.
3.2. License Use Restrictions. Licensee agrees to (a) use the Services solely for its own purposes and agrees not to rent, lease, sublicense, time-share, or otherwise make the Services available to any third parties, and (b) to take appropriate actions to protect the Services and all parts thereof from unauthorized use.
3.3. Intellectual Property. Licensee hereby acknowledges that all right, title, and interest in and to the service and any and all licensed intellectual property rights therein, including patent, unpatented inventions, copyright, trademark, trade secret, proprietary information, and technology used in or comprising the Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Licensee to Licensor relating to the Services (collectively, the “Licensor’s Intellectual Property”) are owned by, and are vested in, Licensor. No license or other rights in the Licensor Intellectual Property are granted to Licensee and all such rights are hereby expressly reserved by Licensor. Licensor Intellectual Property does not include any Customer Data.
3.4. Aggregated Data Use. Licensor shall own all rights in de-identified aggregated and statistical data derived from the operation of the Services, including, without limitation, the number of records, the number and types of transactions, configurations, and reports processed using the Services, as well as the performance results of the Services (“Aggregated Data”). Nothing in this Agreement shall be construed as prohibiting Licensor from collecting, utilizing, transferring, or using Aggregated Data for purposes of enhancing Licensor’s products and services, internal reporting, and other activities.

4. Security; Acceptable use
4.1. Access and Security. Use of the Services is conditioned on Licensee obtaining and maintaining access to the internet, and all equipment necessary for proper operation of the Services. Licensee is required to maintain and use secure user names and passwords for the access and use of the Services. User names and other log-in credentials generated by the Services are for internal use only and will not be sold, transferred, or sublicensed to any other entity or person, and shall notify Licensor immediately of any unauthorized use or other known breaches of security. Licensee is responsible for all activities that occur under Licensee’s user names and passwords. Licensee shall immediately report to Licensor and use reasonable efforts to stop any known or suspected unauthorized use of the Services.
4.2. Acceptable Use. Licensee must comply with all applicable laws, treaties, regulations, and third-party agreements in connection with Licensee’s use of the Services, including those related to privacy, data protection, and transfer of personal data, especially Licensor’s Privacy Policy and Terms & Conditions. Licensor reserves the right to update any policies. Any use of the Services in violation of Licensee’s obligations under this Agreement shall be a material breach of this Agreement. Licensee agrees to defend, indemnify and hold Licensor harmless from and against any and all claims, losses, liability, costs, and expenses (including but not limited to attorneys’ fees) arising from Licensee’s violation of its obligation under this Agreement, applicable laws or regulations, or any third party’s rights, including but not limited to infringement of any copyright, other intellectual property rights, violation of any proprietary rights, invasion of any privacy rights or breach of any third party confidentiality obligation. This obligation will survive the termination of the Services. Notwithstanding anything contained in this Agreement to the contrary, Licensor accepts no liability for Licensee’s use of the Services to transmit Customer Data containing privileged or confidential information.
4.3. Customer Data. Licensee will be solely responsible for providing any Customer Data required for the proper operation of the Services and agrees to refrain from entering, submitting, or uploading any data or information of any Party that is not Licensee or has not granted Licensee the right to process their data. Licensee will also limit providing, entering, submitting, or uploading any data or information not necessary for the function or use of the Services. Licensee shall have sole responsibility for the accuracy, quality, integrity, reliability, appropriateness, and intellectual property ownership of or right to use all Customer Data or other data submitted during use of the Services. Licensor is under no obligation to review Customer Data or other submitted data for accuracy, acceptability or potential liability and shall not be liable or responsible for the content, accuracy or appropriateness of, or the right to use such data. Notwithstanding any provision contained in this Agreement to the contrary, Licensor has no liability and expressly disclaims all liability, loss or damage for or related to any Customer Data or information submitted to Licensor through use of the Services.  Licensee grants to Licensor all necessary licenses in and to its Customer Data solely as necessary for Licensor to fulfill its obligations under this Agreement.
4.4. Compliance with law. To the extent Licensee provides individually identifiable information about its Users or third persons in connection with the use of the Services, Licensee is responsible for and warrants that it will provide all necessary notices, obtain all required consents or authorizations, and otherwise comply with applicable laws, regulations, or contractual obligations.

5. Service Fees. The License's validity depends on the payment of all applicable fees. Licensor reserves the right to determine or modify the license fee without prior notice. If the Licensee does not wish to pay the license fee, it will be considered a renunciation of this agreement and the Licence, and the licensee is obligated to immediately cease using the service. Otherwise, the Licensor has the right to demand payment from the Licensee for the use of the service. Licensor may suspend the Services during any period in which any Service Fees are past due and/or terminate this Agreement in accordance with Section 6 of this Agreement.

6. Terms of Termination.
6.1. Termination. This Agreement may be terminated at any time Licensor. Licensor may suspend access to data or use of the Services upon breach of this Agreement by Licensee prior to termination.
6.2. No Warranties. Licensor makes no warranties regarding the services or the licensed program provided hereunder. Licensee acknowledges that licensor’s sole obligation is to provide the services in accordance with this agreement. Therefore, the services are provided and accepted by licensee “as is,” without any warranty whatsoever. All warranties, express or implied, including any warranties of merchantability or fitness for any particular purpose, are specifically excluded and disclaimed.

7. Feedback. During the course of this Agreement, Licensee agrees to provide and Licensor will solicit Licensee’s input regarding the Services, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of the Services, or input (collectively “Feedback”). Licensee acknowledges and agrees that any information disclosed by Licensor during discussions related to Feedback shall be considered Confidential Information and shall be protected from disclosure in accordance with the terms of this Agreement. In order for Licensor to utilize such Feedback, Licensee grants to Licensor a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license, with the right to sublicense to Licensor’s licensees and customers, under all relevant Licensee’s intellectual property rights, to use, publish, and disclose such Feedback in any manner Licensor chooses and to display, perform, copy, make, have made, use, sell, and otherwise dispose of Licensor's and its sub-licensees’ products or services embodying Feedback in any manner and via any media Licensor chooses, without reference to the source. Licensor shall be entitled to use Feedback for any purpose without restriction or remuneration of any kind with respect to Licensee and/or its representatives. Licensee acknowledges that the information related to the Services or Licensor, including any products, services, business or technology plans, disclosed to it under this Agreement, is only intended as possible strategies, developments, and functionalities of the Licensor’s products or services and is not intended to be binding upon Licensor to any particular course of business, product strategy, and/or development.

8. Quality and Accuracy of Available Information. Licensee acknowledges that the information available from the use of the Services may not be accurate. Licensor makes no representation or warranty of any kind, either express or implied, regarding the quality, accuracy or validity of Customer Data or any data or information available from or through use of the Services. Use of information obtained from or through the use of the Services are at Licensee’s sole and absolute risk.
9. Limitation of Liability. Licensor shall not be liable to licensee, its users, or any third parties for any incidental, indirect, special, punitive or consequential damages of any kind including, but not limited to, any loss of use, loss of business, loss of profit, loss or corruption of data, interruption of business, loss of goodwill or any and all other similar damages or loss whether in contract, tort, product liability, or otherwise in connection with or arising out of this agreement or the use of the services even if advised of the possibility of such damages. In no event shall licensor’s liability hereunder to licensee or a third party, from any cause of action whether in contract, tort, indemnity or otherwise, exceed in the aggregate the amounts paid to licensor for the services hereunder in the twelve month period immediately preceding the first event giving rise to the claim. All claims including subsequent claims shall be aggregated to satisfy this limit and multiple claims will not enlarge this limit. This is licensee’s sole and exclusive remedy for a breach of this agreement by licensor. Licensor shall not be liable for any loss resulting from a cause over which Licensor does not have direct control, including but not limited to failure of electronic or mechanical equipment or communication lines; telephone or other interconnect problems; bugs, errors, configuration problems or incompatibility of computer hardware or software; failure or unavailability of Internet access; problems with Internet service providers or other equipment or services relating to Licensee’s systems; problems with any intermediate computer or communications networks or facilities; problems with data transmission facilities, telephone or telephone service; or unauthorized access, theft, operator errors, severe weather, earthquakes or labor disputes.

10. Confidentiality.
10.1. Each Party may have access to information that is confidential to the other Party (“Confidential Information”) including, with respect to Licensor, business and marketing plans, technology and technical information, product plans, and designs, and any other proprietary business processes disclosed by Licensor; with respect to Licensee, Customer Data, and any other information which is not otherwise readily available in the public domain. Confidential Information also specifically includes all information marked “confidential,” and the pricing terms. The Parties agree to use the same degree of care to protect the other’s Confidential Information as they use to protect the confidentiality of their own (but never less than reasonable care). The Parties also agree (i) not to make each other’s Confidential Information available to any third party (other than employees and contractors who need access to perform the services specified under this Agreement), (ii) not to use each other’s Confidential Information except as otherwise permitted by this Agreement, and (iii) to hold each other’s Confidential Information in confidence during the term of this Agreement and for as long as they have custody or control of Confidential Information. The Parties also agree that no adequate remedy at law exists for breach of this Section 10, and any such breach would cause irreparable harm to the non-breaching Party who shall be entitled to seek immediate injunctive relief, in addition to whatever remedies it has at law or otherwise.
10.2. Either Party may disclose Confidential Information to the extent compelled by law to do so, provided the disclosing Party first give the other Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the disclosing Party’s cost, if the disclosing Party wishes to contest the disclosure. If the receiving Party is compelled by law to disclose the disclosing Party’s Confidential Information as part of a civil or criminal proceeding to which the disclosing Party is a Party, and the disclosing Party is not contesting the disclosure, the disclosing Party will reimburse the receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
10.3. Confidential Information shall not include Aggregated Data or information that (i) is in the public domain through no act or omission of the other Party, (ii) was in the other Party’s lawful possession prior to the disclosure, (iii) is lawfully disclosed to the other Party by a third party without restriction on disclosure, (iv) is independently developed by the other Party, or (v) is data or information not strictly required for the Services to function for which Licensor disclaims any and all liability and damages.

11. General Provisions.
11.1. Entire Agreement. This Agreement, together with the Privacy Policy of Gramatins, constitutes the entire understanding and agreement between Licensee and Licensor with respect to the subject matter hereof and supersedes all proposals and prior agreements and understandings.  
11.2. Severability. The provisions of this Agreement are severable and any provision determined to be void or unenforceable shall be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of this Agreement and such invalid provision shall be replaced with an enforceable provision which achieves to the greatest extent possible the Parties’ original intent.11.3. Governing Law. This Agreement will be governed by and construed in accordance with the laws and regulations of the Republic of Latvia and any disputes shall be resolved in the courts of the Republic of Latvia.

If you have any questions or concerns regarding these Terms and conditions, please contact us at: info@gramatins.lv