Terms of Services
COMES INTO FORCE: OCTOBER 18TH 2021
1. GENERAL CONDITIONS
1.1 These terms of service (“Terms of Service”) regulate the conditions of use of the platform located on Web Site www.avokaado.io and on its related and subdomains (hereinafter the Platform) and the services provided therein.
1.2 By accepting these Terms of Service, it forms a legally binding Software as a Service (SaaS) contract between Client and Avokaado. These Terms of Service are applied for regulating the relations between the Client and Avokaado, except in cases where Special Terms have been concluded between the Client and Avokaado. In such instances the Terms of Service are applied for cases the Special Terms do not cover. When Avokaado and Client agree on Special Terms, then these should be in a written format, signed and are also deemed as an inseparable part of the Service Contract.
2.1 Avokaado Store – Avokaado Model Documents marketplace.
2.2 Avokaado – Operator of SaaS platform at avokaado.io and its related and subdomains for Clients. Avokaado.com OÜ address is Pärnu mnt 31, Tallinn 10119, Commercial Register code 14015962, e-mail firstname.lastname@example.org.
2.3 Client Account: Accounts of Clients (Natural or Legal person) created by the Clients themselves or by their employees or representatives if the Client is a legal person.
2.4 Client Portal Account – Account created by the Client, where the Client has a Client Portal functionality.
2.5 Client User – employees and contractors of the Client and any other users that are connected to the Client and are using the Platform under the Client Account.
2.6 Client – natural or legal person who has concluded the Service Contract with Avokaado.
2.7 Collaborator Account: Account created upon invitation by the Client into the Avokaado Platform, with limited rights to use the Platform.
2.8 Content – any data, texts, files, etc. added to the Platform by the Client or Avokaado in any format. Data processing agreement, when required under Article 28 of the GDPR is included herein (section 6 below).
2.9 Model Documents – standardised documents created by the Publisher and made available on Avokaado Marketplace for a fee or for free for Platform Clients to self-serv.
2.10 Platform – SaaS platform at avokaado.io for the provision of Services, including applications, software, hardware, databases, interfaces, documentation, version updates and other related components like Client’s devices integrations to synchronise information with the Client’s solutions and systems.
2.11 Publisher Account – account with Publisher profile which is created by the Client to publish Model Documents on Avokaado Store after the Publisher is accepted by Avokaado.
2.12 Publisher – Natural or Legal person providing Model Documents on Avokaado Store.
2.13 Service Contract– “Special Terms”, “Terms of Service”, “Data Security”, “Service Level Agreement” and “Change Management Policy” if applicable.
2.14 Services – any services provided to Clients.
2.15 Special Terms – an agreement between Avokaado and Client by which Terms of Service are specified, amended or supplemented.
2.16 Subscription – Client’s agreement to use Platform according to the chosen plan or according to the Special Terms.
2.17 Terms of Service – standard terms of Service for using Platform and Web Site.
2.18 User – every natural or legal person who uses Avokaado according to its role and plan e.g Client, Client’s Client, collaborator.
2.19 Web Site – avokaado.io and its related subdomains with their content and documents that belong to Avokaado.
3. ENTRY INTO CONTRACT AND USING THE PLATFORM
3.1 To sign up, access and/or use the Platform, the Client must have an account and has to accept the Terms of Service.
3.2 The contract shall be deemed concluded with the creation of the Client account and acceptance of the Terms of Service.
3.3 The Client shall keep their account password secret and prevent falling into the possession of third parties.
3.4 Client User Accounts are administered by the Client, i.e Client has the right to create, change and deactivate Client User Accounts at its own discretion and upon the information about the Client User.
3.5 Avokaado may amend the Terms of Service unilaterally at any time by publishing the amendments on the Web Site. Avokaado will inform the Client of the amendments in the Terms of Service at the Web Site and by e-mail at least 14 days before the amendments enter into force. If a Client does not accept the amendments, he/she is entitled to cancel the Service Contract before the amendments enter into force. If a Client continues to use the Platform after the 14-day deadline has passed, it is considered that he/she/it has accepted the respective amendments to the Terms of Service. This paragraph does not apply to the processing of personal data.
3.6 By creating a user account at the Platform user confirms that all the information and representations provided by him/her are correct: he/she is a private person with full legal capacity (at least 18 years of age) or that he/she has all rights and authorisations for procuring the services on behalf of the Client. The aforementioned representations are presumed to be accurate and Avokaado is not obliged to verify these.
3.7 The platform may only be used to the extent and purposes for which the Platform is created for and for which similar platforms are usually used for. Client is obliged to use Platform in accordance with the Terms of Service and the tutorials of the Platform.
3.8 Client is obliged to immediately notify Avokaado of abuse of his/her account, the loss of his/her password or if it fell into the possession of third parties. In the aforementioned case, Avokaado shall do anything reasonably expected in order to renew the password, limit access to the account or delete the account.
4. CLIENT CONTENT
4.1 On the Platform, Clients and their Clients via the Client Portal can store and manage their Content. Client ensures that all of the Content added to the Platform is in accordance with the Terms of Service and legal acts and that the Client and Client User have all necessary permissions and approvals to add the Content to the Platform. Clients are prohibited to add to the Platform any Content that contains viruses etc. that damage or disturb regular functioning of the Platform.
4.2 Avokaado takes all reasonable security measures to protect Content from unauthorized persons and malware and to ensure the preservation and confidentiality of the Content. Both Avokaado and third persons have access only to the Content that the Client has shared with them (e.g. for customer support).
4.3 Avokaado has no responsibility and/or liability for the deletion and/or accuracy of any Content; the failure to store, transmit and/or receive transmission of Content by the Client.
4.4 Client hereby grants Avokaado a worldwide, perpetual, non-exclusive, royalty-free license to use, edit, modify, truncate, aggregate, reproduce, prepare derivative works of, display and perform the Content for purposes of providing the Platform and its functionalities. The Content will not be disclosed to third parties unless the Client has selected the Client Portal functionality or the Publisher account.
4.5 Avokaado will protect the confidentiality of the Content with at least reasonable care, will not use Content for any purpose outside the scope of the Service Contract and these Terms of Service and will not disclose Content to any third party (except third-party service providers agreed with the Client). Upon notice to the Client, Avokaado may disclose Content if required to do so under law, statute, rule or regulation or legal process.
5. SUPPORT, MAINTENANCE AND DEVELOPMENT SERVICES
5.1 To communicate with customer support, the Client can contact them via the conversation icon on the Platform or write to the e-mail email@example.com or firstname.lastname@example.org. Support is included during weekdays 9 AM to 5 PM EET and is included at no extra cost unless otherwise expressed in the Service Contract.
5.2 Avokaado will strive to reply to all requests received by the client support within a reasonable time but will not guarantee that the requests are replied to within a certain time or that the requests receive answers satisfactory to the inquirer.
5.3 Avokaado shall provide different helpful materials for the use of the Platform, available at the Platform and the Web Site.
5.4 Avokaado reserves the right to optimize and develop the Platform further. In case of significant changes in the Platform, Avokaado will send the Client a timely notification.
5.5 If the usage of the Platform is disturbed due to a disturbance or malfunction, Avokaado will do anything reasonably possible to eliminate the disturbance or malfunction as soon as possible, but no later than 48 hours after discovering the error.
5.6 Avokaado maintains the right to temporarily (for no longer than 30 minutes) restrict access to the Platform if it is needed for maintenance, development or updates. In extraordinary cases when the access restriction needs to last longer than 30 minutes, the Client will be notified in advance.
6. DATA PROCESSING AGREEMENT
6.1 Avokaado provides a Platform to the Client to host, manage and maintain its Content. The Client itself decides if and what kind of Content, including personal data, it wants to process on the Platform and for what purpose. As such, Avokaado processes any personal data in the Content on behalf of the Client solely to provide the Platform and acts as a data processor (“Data Processor”) regarding such personal data, whereas the Client acts as a data controller (“Data Controller”) regards such personal data.
6.2 The Client as a data controller is fully responsible for any personal data it processes on the Platform. The Client confirms that its personal data processing practices are fully compliant with the Data Protection Laws, including that it has a legal basis to process the personal data in the Content as stipulated herein and that it has properly informed the data subjects thereof. If a Client adds Content to the Platform, the Client shall ensure its accuracy, correctness, completeness, relevance and its compliance with the Service Contract, good practice, and legal acts.
6.3 Avokaado does not have access to Client content except the Client has requested and instructed to do so temporarily for providing to the Client the customer support or during the deployment.
6.4 The personal data processed by the Client is dependent on the Content added to the Platform, therefore the categories of data subjects and personal data are not defined herein.
6.5 The Client and Avokaado wish to duly observe all their respective obligations under the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (GDPR) and any other relevant applicable data protection regulations (together Data Protection Laws).
6.6 For the purposes of these Terms of Service, the terms “controller”, “processor”, “personal data”, “data subject”, “personal data breach” shall have the meaning given in the GDPR. “Sub-processor” shall mean another processor engaged by Avokaado to process the personal data in the Content.
6.7 Avokaado shall: (i) process the personal data in the Content only on lawful documented instructions from the Client and for the purposes of providing the Platform and the Services unless required to do so by the Data Protection Laws. In such case, Avokaado shall inform the Client of such requirement in advance, unless that law prohibits providing such information; (ii) ensure that persons authorized to process the personal data in the Content have committed themselves to confidentiality; (iii) taking into account the nature of processing and the information available to Avokaado, assist the Client in ensuring compliance with the Client’s obligations under Articles 32 to 36 of the GDPR; (iv) inform the Client if, in Avokaado opinion, the Client’s instruction infringes the Data Protection Laws.
6.8 Avokaado takes appropriate technical and organizational security measures taking into account (i) the state of the art, (ii) costs of implementation, (iii) nature, scope context and purposes of the processing, and (iv) risks posed to data subjects. Such security measures include, but are not limited to, encrypted storage and access controls. In deciding on those measures, Avokaado assumes that the Platform and services are used for their intended purposes (contract workflow automation).
6.9 Avokaado shall promptly notify Client of any facts known to Avokaado concerning any accidental or unauthorized disclosure or use, or accidental or unauthorized loss, damage or destruction of personal data by any current or former employee, contractor or agent of Avokaado or by any other person or third party. Avokaado shall cooperate fully with the Client to limit the unauthorized disclosure or use, seek the return of any personal data, and assist in providing notice if requested by the Client.
6.10 If Processor intends to engage sub-processors to help it satisfy its obligations in accordance with this DPA or to delegate all or part of the processing activities to such sub-processors, Processor must (i) keep an exclusive of the list of sub-processors Processor maintains online and in case of Controller objects to the use of specific sub-processor start negotiations to find a suitable solution for both sides. The Sub-processors list is updated at least 10 days before engagement of the new sub-processor and must be objected by Controller 5 days before engagement to be valid (ii) remain liable to Controller for the sub-processors’ acts and omissions with regard to data protection where such sub-processors act on Processor’s instructions; and (iii) enter into contractual arrangements with such sub-processors binding them to provide the same level of data protection and information security to that provided for in this DPA.
6.11 Avokaado shall inform the Client of any intended changes concerning the addition or replacement of other sub-processors. The Client may object to Avokaado’s use of a new sub-processor by notifying Avokaado promptly in writing within 10 working days after receipt of Avokaado’s notice. In the event the Client objects to a new category of sub-processors, Avokaado will use reasonable efforts to offer the Platform to the Client without such a category of sub-processors. If this is not possible, the Client may terminate the Contract. Avokaado shall impose the same data protection obligations as set out herein on the sub-processors. Notwithstanding any authorisation by the Data Controller within the meaning of the preceding paragraph, the Data Processor shall remain fully liable vis-à-vis the Data Controller for the performance of any such subprocessor that fails to fulfill its data protection obligations.
6.12 Avokaado and its sub-processors may transfer personal data outside the EU only where they have a lawful basis to do so, including to a recipient who is: (i) in a country that provides an adequate level of protection for personal data; or (ii) under an instrument which covers the EU requirements for the transfer of personal data to data processors outside the EU. More specific information about transferring personal data outside the EU is available upon request.
6.14 Upon the Client’s written request, Avokaado shall make available to the Client the information necessary to demonstrate its compliance with the obligations laid down in this section herein and in Article 28 of the GDPR, provided the requested information is in Avokaado’s possession or control. Should that prove to be insufficient for the Client, Avokaado shall cooperate with the Client, including allow for and contribute to reasonable audits, including inspections, conducted by the Client or another auditor mandated by the Client and accepted by Avokaado. The details of such audits and inspections shall be agreed upon between the Parties, however, the following applies:
- Avokaado will only be required to provide to the Client information, records and documents reasonably required to demonstrate its compliance with its obligations under this section 6 and Article 28 of the GDPR regarding the personal data in the Content;
- Avokaado will not disclose any information, records or other documents that are subject to its business secrets;
- Avokaado will not disclose any information, records or other documents that would place it in breach of its confidentiality obligations under applicable laws or agreements with other clients or persons;
- Avokaado will not disclose any information, records or other documents relating to a matter that is subject to a current, pending or threatened litigation or other dispute resolution mechanism between the Client and Avokaado;
- any information, records or other documents provided to the Client pursuant to this section 6 shall be treated as confidential by the Client;
- the Client may exercise its right to perform an audit under this section 6 not more often than once in any calendar year unless it has a reasonable doubt as to the compliance of Avokaado.
6.15 The Content, the personal data included in the Content or generated by using Platform (including Client Portal functionality) shall be stored during the validity of Service Contract.
6.16 Once the Client unsubscribes from the Service or the Service Contract will be terminated by Avokaado, the Content and the personal data included in the Content shall be stored for an additional period as specified in the Service Contract. In case there is a dispute between the Avokaado and Client the Content and the personal data included in the Content can be stored until the dispute period expires.
6.17 The Client shall delete the personal data included in the Content or generated during the use of the Platform (including Client Portal functionality) according to the retention period as specified and communicated by the Client to Client Portal users. Avokaado has no obligation to monitor the data retention period applicable for the Client; for example, if the sensitive data is aggregated via Client Portal functionality, the retention period shall be implemented and executed by the Client only.
7.1 Fees for using the Platform shall be paid monthly or annually as an advance payment according to the Subscription. If Avokaado provides a free trial period or the freemium plan, then the Client may use Avokaado functionality according to the freemium plan or until the free trial period is ended. If the Client wishes to continue using the Platform or use more functionality than provided in a free trial or freemium plan, then the Client shall select a suitable plan and make a prepayment for the next period. If the Client has not done so, Avokaado has the right to immediately close the Client account and Client User accounts upon the end of the free trial period or in case Avokaado stops providing the freemium plan. Unless agreed differently, the Client Content is in the trial or the freemium plan is retained for 60 days since the trial period is expired or the freemium plan is closed, in case the Client decides to continue using the Platform under a price package.
7.2 The Subscription is renewed automatically at the end of the Subscription period unless the Client has cancelled the subscription in self-service before the end of the current subscription period or according to the terms of Special Terms.
7.3 Avokaado maintains the right to change the prices of Subscriptions. Prices of the Subscription change at the beginning of the next subscription period after the changing of the price. Avokaado will inform the subscribing Clients of the changes in the Subscription prices a reasonable time ahead.
7.4 Client’s failure to pay the Subscription fees may result in termination of the Service Contract, which does not release the Client from the obligation to pay the license fees in full according to the Service Contract until the end of the Subscription Period.
7.5 Avokaado is not obliged to refund already made prepayments.
7.6 If the Client is paying by credit card, the Client authorizes Avokaado to charge their credit card or bank account for all fees payable for each payment period. The Client further authorizes Avokaado to use a third party to process payments.
7.7 If the Client is paying by invoice, Avokaado will issue an invoice at the beginning of each billing period if not agreed otherwise. All amounts invoiced are due and payable by the date marked on the invoice.
7.8 If the Client is paying directly to Avokaado partner, then the invoicing is agreed in the partner and Client agreement.
7.9 The Client can change its Subscription plan, activate add-ons if available and change the number of Client User Accounts on the Platform. The change of fee due to these changes shall be reflected on the prepayment invoice issued to the Client for the next period. The change of package to a higher-price done shall enter into force immediately after the Client confirms the change of the Subscription package. Changing to a lower-price package shall enter into force at the beginning of the next period.
8. LICENSE AND INTELLECTUAL PROPERTY
8.1 Avokaado hereby grants that during the Service Contract’s validity, the Client a non-exclusive, non-transferable, limited license to use Platform’s functionality according to the license type solely for the intended purpose and for internal needs, in compliance with the Contract. The Client shall not share data or the Content from the Avokaado products with Avokaado competitors.
8.2 Avokaado owns all intellectual property rights related to the Platform, Web Site and its services, including any and all software, tools, specifications, guidelines, domains, trademarks, business names and instructions provided by Avokaado to the Client. Client shall have no rights under this Terms of Service in or to the Avokaado trademarks, and shall not, during the term, represent that it is the owner or licensee of the Avokaado trademarks.
8.3 The Client owns all intellectual property rights related to the data and documents (Client’s Content) provided to and/or through the Platform. Avokaado shall not use Client’s intellectual property rights for its own business operations or make Client’s intellectual property rights available in any manner to any third party for use in the third party’s business operations, other than expressly permitted in this Service Contract and/or separately agreed with the Client for further partnerships.
8.4 Avokaado and the Client shall have the right to issue a written public statement with respect to the Service Contract using the logo, name and trademark of each other, if not agreed differently in the Special Terms,
8.5 Avokaado processes anonymized Client generated data and Content for machine learning purposes for delivering services to Client and for further development and continued improvement of Avokaado’s products. The Client´s Content will not be revealed to third parties during the machine learning process.
8.6 Web Site might contain references or links to third party websites. Avokaado does not control the linked sites in any way, nor does Avokaado monitor or check the linked sites. Avokaado is not liable for the contents, correctness, reliability or data security of the linked sites.
9. AVOKAADO STORE FOR PUBLISHERS
9.2 Publisher provides Model Documents to Avokaado Store as an independent business undertaking.
9.3 Before providing Model Documents on Avokaado Store a Publisher must register with Avokaado and create a Publisher profile. As part of the registration process, the applicant will need to supply Avokaado with information about the Publisher, previous experience, the field of expertise and other relevant information requested by Avokaado. All the information presented to Avokaado by the Publisher is and shall continue to be accurate, correct and complete.
9.4 After submitting the application, Avokaado will review the application and may approve the applicant to be a Publisher if the applicant meets the necessary quality standards (“Work Standard”).
9.5 Once the Publisher has an account to use Avokaado Store, the Publisher will not authorize any other person to use the Publisher account nor transfer it to any other person, without the express written consent of Avokaado. Once approved as a publisher on the Avokaado Store, Avokaado will contact Publisher for further details.
9.6 Publishers have to comply continuously with the Work Standard to keep the Publisher account active and use the Avokaado Store in accordance with the Service Contract. In any doubt of compliance with the Work Standard, Avokaado will contact Publisher for further explanations. Avokaado has a right to suspend the Publisher account if the Publisher does not become Work Standard compliant or sufficiently explain the deficiencies within 30 days of the first contact.
9.7 Avokaado processes all payments in relation to the Model Documents, including invoicing, collecting payment from buyers, reporting on payments, refunding buyers (where appropriate) and remitting payment to Publishers.
9.8 In exchange for the Avokaado Store, the Publisher agrees that Avokaado will retain a commission fee from any sale made in the Avokaado Store, based on each sale provided to a buyer (“Commission”). The amount of the Commission shall be agreed upon separately.
9.9 Publisher agrees that Avokaado will collect a fare on Publisher behalf for each completed Model Document purchased through the Avokaado Marketplace (“Purchase Fee”).
9.10 All payments for Model Documents and additional services take place via Avokaado
9.11 Upon purchase of a Model Document, Avokaado invoices the buyer and charges the buyer’s nominated credit or debit card for the amount of the Purchase Fee.
9.12 Avokaado and Publisher agree on the invoicing and reporting sequence separately. Avokaado transfers the amounts collected from the sales of the Publisher Model Templates, where the applicable Commission is deducted to the Publisher’s bank account according to the agreed sequence. Publisher acknowledges that Avokaado shall not be obliged to pay Publisher the Purchase Fee due in the event of non-payment for whatever reason or if the buyer’s payment failed because the buyer’s credit card payment is reversed, cancelled or is unsuccessful for any reasons not attributable to Avokaado.
9.13 Publisher grants Avokaado a worldwide, non-exclusive, royalty-free and perpetual licence to use, copy, reproduce, distribute, make available online, adapt, publish, license, sub-license, and exploit the Model Documents anywhere and in any form for the purposes of providing the Avokaado Store if not agreed differently in the separate license agreement between Avokaado and the Publisher. The Publisher must ensure that it can grant Avokaado the above licence for any content owned by a third party that Publisher includes in Model Documents. Avokaado is not responsible for any Model Documents in any way, but may monitor Model Documents and reject, refuse or delete any Model Documents where Avokaado considers that it breaches any of the Work Standard clauses. The license grants Avokaado the right to provide an unlimited number of sub-licenses to any Platform users.
10. AVOKAADO MARKETPLACE FOR BUYERS
10.2 Model Documents are provided by the Publishers as an independent business undertaking. Before purchasing the Model Documents from Avokaado Store You must register an account on the Platform.
10.3 Avokaado will provide the following as part of the service in connection with the Avokaado Store:
- (a) Verification of Publishers;
- (b) Processing payments made by You;
- (c) Invoicing
- (d) Platform functionality according to the plan chosen by You.
10.4 You shall pay for the Model Documents purchased by You on Avokaado Store if such are provided for a fee. The purchase process is integrated into the functionality of the Avokaado Store.
10.5 Model Documents are provided as open-source only for your private or corporate use. You are allowed to modify, decompile, disassemble, transmit, add your company styles and branding to Model Documents according to the selected plan and functionalities available, except if the Publisher has not restricted it explicitly. You will not have any right to republish or commercialize Model Documents its content or any related documents in any means other than the right to use it in accordance with these Terms of Service.
10.6 Once You have selected Model Documents, Avokaado will collect a fare from You on behalf of the Publisher for each Model Documents taken through the Avokaado Store (“Purchase Fee”). The Purchase Fee will be determined by the Publisher according to Avokaado Store standards and are made available to You on the Avokaado Store.
10.7 Once You have completed a purchase on Platform, Avokaado will invoice You on and charge your nominated credit or debit card for the amount of the Purchase Fee and then create a receipt.
10.8 If Avokaado is unsuccessful in collecting a Purchase Fee or any other amount from Your credit or debit card, Avokaado will inform You and Avokaado may suspend or temporarily disable all or part of your access to the Model Documents (without any responsibility to You), and Avokaado shall be under no obligation to provide any or all of the Model Documents while the amount concerned is unpaid.
10.9 All Publishers undergo verification before they are able to provide Model Documents on the Avokaado Store. However, You acknowledge that Model Documents are not legal services and Avokaado has no liability or responsibility to You in relation to any Model Documents provided by Publishers.
10.10 The Model Documents are provided on an “as is” and “as available” basis, and, to the fullest extent permitted by applicable law, Avokaado nor Publisher makes any promises, whether express or implied, with respect to the Model Documents or its content and fitness for use. If You need legal guidance for the usage of the Model Documents, You shall seek the necessary legal advice.
10.11 To the maximum extent permitted under applicable law, neither Avokaado nor Publisher will be liable to You in any way, whether for breach of contract, in tort (including negligence) or otherwise, for any damages, loss, costs or other liability.
10.12 If Avokaado or Publisher have any liability to You whether for breach of contract, in tort (including negligence) or otherwise, in connection with these Terms of Service, or as a result of You using the Model Documents, the maximum liability of Avokaado or Publisher (as applicable) will be EUR 100 in aggregate.
10.13 Should You have any dispute, conflict, claim or controversy with the Publisher relating to the Model Documents, then in the first instance, please contact Publisher and attempt to resolve the dispute informally. In the event that the parties have not been able to resolve a dispute informally, Avokaado will discuss and agree with You on an effective way of resolving the dispute, and any dispute shall be finally resolved in the courts of the applicable jurisdiction.
10.14 In the event, the Model Documents are purchased by the consumer, the 14-days withdrawal right does not apply to the digital delivery content (Model Documents) because the delivery has begun with the consumer’s prior express consent and the consumer’s acknowledgement that the consumer thereby loses the right of withdrawal.
11. CLIENT PORTAL
11.1 Subject to the Subscription Plan, the Client Portal enables the Clients to design and deliver for its clients legal Content (legal documents, consent forms, approvals, etc.).
11.2 The Content is solely provided by the Client. Avokaado claims no ownership in Content made available via Client Portal, and ownership (including copyright if applicable) will remain with the Client (or the relevant third-party owner).
11.3 The Client grants Avokaado a worldwide, non-exclusive, royalty-free and perpetual license to use, copy, reproduce, distribute, make available online, adapt, publish, license, sub-license, and exploit the Content anywhere and in any form for the purposes of providing the Client Portal.
11.4 The Client must ensure that it is able to grant Avokaado the above license for any Content owned by a third party that the Client uploads in Client Portal. Avokaado is not responsible for any Content made available via the Client Portal to the end-users.
12. LEGAL REMEDIES OF AVOKAADO
12.1 Avokaado is not obligated to check the Contents uploaded by Clients onto the Platform, nor Client activities on the Platform. Avokaado is also not obligated to monitor Client activity, information or the Contents they add to or transfer via the Platform, store in cache memory, or save. At the same time, Avokaado is obligated under the Information Society Services Act to inform competent supervisory agencies of possible illegal activity or of the information provided and identify the Client to whom it is providing the service of data storage.
12.2 If a Client breaches the Terms of Service, the good practice of the Platform, or the applicable legislation, Avokaado shall have the right to:
12.2.1 eliminate the violation or unlawful Contents;
12.2.2 request the elimination of the violation and require that the conduct or the Contents be brought into conformity with the Terms of Service, good practice or applicable legal acts;
12.2.3 temporarily restrict the Client’s access to the Platform or any of its parts, including close the Client account temporarily;
12.2.4 restrict the rights of use of the Client.
12.3 If the violation by the Client is repeated or material in some other way, Avokaado has the right to:
12.3.1 permanently forbid the Client from using the respective part of the Platform, including to delete the Client’s account;
12.3.2 terminate the Service Contract without notice.
12.4 Avokaado may restore the Contents that were removed from the Platform due to a complaint or re-establish access to them if Avokaado is presented with convincing evidence of the compliance of the Contents to the Terms of Service, good practice, or applicable legal acts.
13.1 Client is entitled to unilaterally terminate the Service Contract without cause at any moment by informing so by e-mail or by deleting the account unless otherwise regulated in the Special Terms. Client Users can terminate and delete their account by requesting the Client to do so, upon which the Client will get 7 days to download all their content and afterwards, the Client User’s account will be closed.
13.2 Avokaado is entitled to terminate the Contract with the Client without cause by informing the Client by e-mail or via the Web Site or Platform 30 days before the termination of the contract or following the term agreed in the Special Terms.
13.3 Avokaado is entitled to terminate the contract immediately without prior notice if:
13.3.1 Client has submitted false information about it;
13.3.2 a person who has used Platform in the name of the Client does not have the Client’s authorisation;
13.3.3 Client is in any other way in violation of the Terms of Service.
13.4 Upon the termination of the Service Contract, Avokaado will delete all Client content within the period of 60 days after the ServiceContract expires. The Client can download all Client Content by the end of the Service Contract. Avokaado does not guarantee the Client content availability after Service Contract expires. After the Subscription is ended, Avokaado may transfer all Client Users from the Platform connected to the Client to the freemium or free trial plan allowing them to either download their content or continue with using the Platform by choosing a suitable plan. Upon termination, upon the Client’s written request, or upon fulfillment of all purposes agreed in the context of the Services whereby no further processing is required, the Client shall, at the discretion of the Client, either delete, destroy or return all Personal Data to the Client and destroy or return any existing copies.
14. LIMITATION OF LIABILITY
14.1 Platform is provided to Client on an “as is” and “as available” basis, meaning that Avokaado is not giving any additional promises to the Client or entering into commitments to edit the Platform or develop it any further, except then the Parties have agreed otherwise. Avokaado makes no guarantee that the Platform will meet the Client’s requirements and/or will be constantly available, uninterrupted, timely, secure and/or error-free. Avokaado will not be liable and/or otherwise responsible for any failure and/or delay in updating the services and/or any content. No advice and/or information, whether oral and/or written, obtained by Client from Avokaado and/or through the use of the Platform shall create any warranty not expressly stated in Terms of Service.
14.2 Avokaado is not providing legal advice and is not a law firm. Part of the Platform may involve the drafting of legal documents using Model Documents created by the Publishers and although Avokaado attempts to ensure the accuracy and usefulness of the information, we recommend the Client to consult with a lawyer if they want legal advice.
14.3 Avokaado shall not be expressis verbis responsible for the damage and other consequences that have arisen due to the following reasons:
14.3.1 the Platform or Web Site does not function or functions improperly in some web browsers;
14.3.2 misunderstandings or disputes between the Client User added by the Client;
14.3.3 Client has added Content to the Platform which is not in compliance with or not being processed in compliance with the Terms of Service, good practice or applicable legislation;
14.3.4 changes in legal acts and in their interpretations, their impacts on the Client and implementing those changes in the Platform, unless it is obligatory to Avokaado under the law or a court decision made regarding Avokaado;
14.3.5 force majeure and other faults and disturbances not caused or affected by Avokaado which prevent the Client from using the Platform, Web Site or its services;
14.3.6 errors, damages or settings in the Client’s device that are unsuited for the use of the Platform or Web Site;
14.3.7 delays, disruptions or failures in the use of the Platform or Web Site due to maintenance or development works;
14.3.8 processing data by third persons to whom the Client has given the consent to forward the data by Avokaado;
14.3.9 disruptions and failures in third-party systems that affect the functioning and availability of the Platform and Web Site;
14.3.10 loss of the Client’s password or its falling into the possession of an unauthorized third party or its use by an unauthorized third party.
14.4 To the extent permitted by law, in no event shall either party be liable for any indirect, incidental, punitive, or consequential damages, or loss of profits, revenue, data or business opportunity. Except for the Client’s liability for payment of fees, obligations according to the indemnification clauses and under Client’s liability for violation of Avokaado’s intellectual property rights, if, notwithstanding the other terms of the contract, either party is determined to have any liability to the other party or any third party. Parties agree that the aggregate liability of the party will be limited to total amounts Client has actually paid for the use of the Platform and Services in the twelve (12) month period preceding the event giving rise to a claim (except for purchases made in Avokaado Store where the maximum liability is limited with the purchase price of the Model Document).
14.5 Avokaado shall not be liable for the management of the Client’s account, including any offences committed using the Platform, irrespective if it was committed by a person authorised to use the Platform or not.
14.6 Avokaado shall not be liable for the delay in sharing a document by the Client nor for any damage incurred thereby.
14.7 The Client and Avokaado shall defend, indemnify and hold each other harmless from and against any liabilities, allegations, claims, actions, suits, demands, damages, obligations, losses, settlements, judgments, costs and expenses (including without limitation attorneys’ fees and costs), including to third parties, data subjects and any administrative sanctions and penalties imposed by any national or international authority or court, due to the Client’s/Avokaado’s infringement or breach (intentional or negligent) of its obligations as a data controller under this Contract or any Data Protection Laws.
14.8 The Client is liable for any misuse committed by the Client User.
14.9 While Avokaado takes all reasonable steps to ensure a fast and reliable service, it does not guarantee that the use of the Platform, Web Site and Services will be interruption or error-free and will not be responsible for any disruption, loss of or corruption of any material in transit, or loss of or corruption of material or data when downloaded onto any computer system.
14.10 The Client may not assign or transfer any of the rights or subcontract any of the obligations under these Terms of Service except with the specific permission in writing from Avokaado.
14.11 Failure or delay of exercising any rights by any Party under the Service Contract will constitute a waiver of that right. No waiver under the Service Contract will be binding unless made in writing by the party granting that waiver.
14.12 Force Majeure – neither party will be responsible for failure or delay of performance if caused by an act of war, hostility, or sabotage, natural disaster, electrical, internet, or telecommunication outage that is not caused by the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
15. GOVERNING LAW AND JURISDICTION
15.1 This Contract is governed by the laws of the Republic of Estonia
15.2 The Service Contract is to be enforced to the fullest extent allowed under applicable law. Should any term of the Service Contract is found by the competent court under the applicable jurisdiction to be contrary to the law, the term will be amended by the court and will be interpreted as far as possible to achieve the intentions of the original term to the fullest extent allowed by law and the remaining of the Service Contract will remain effective. the Republic of Estonia.
15.3 If the Client is not satisfied with the activities of Avokaado, it has the right to file a complaint to Avokaado. Avokaado shall make efforts to settle the disputes by means of negotiations. Other contractual disputes between a Client and Avokaado shall also be sought to be settled by negotiations.
15.4 If the settlement of a complaint or other disputes by negotiation fails, it shall be resolved in Harju County Court in Estonia.