Terms of Service for Amit

Service Description
Amit is a chatbot AI coaching service provided by COACH A Co., Ltd. (“COACH”) and Panda Training Oy (the “Supplier”) focusing on the individual goals under the bigger umbrella topic that is important to the Customer organization. These Terms of Service for Amit (the “Service Agreement”) outline the contractual terms between the Customer and the Supplier regarding the use of Amit. The contractual terms between the Customer and COACH will be governed by separate provisions established by COACH (the “COACH Agreement”).


1. DEFINITIONS

1.1. “Affiliated Company” of a party shall mean any Finnish or foreign legal entity that is (a) directly or indirectly controlling such party; or (b) which is under the same direct or indirect ownership or control as such party; or (c) which is directly or indirectly owned or controlled by such party for as long as such control lasts. For these purposes, an entity is considered as being controlled by another, if that other entity has fifty percent (50%) or more of the votes in such entity, is otherwise able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

1.2. “Customer Data” the data inputted by the Customer or the Named Users.

1.3. ”Force Majeure Event” is defined in Clause 9.1 of these general terms.

1.4. “Documentation” the documentation related to the Services including without limitation the Service Description, instructions and technical descriptions and requirements made available to the Customer by the Supplier.

1.5. “Intellectual Property Rights” means all copyrights, registered and unregistered trademarks and designs, patents, domain names, technical models and prototypes, know-how, trade and business secrets, database and catalogue rights, and any other intellectual property rights as well as applications for any of the foregoing respectively.

1.6. “Named Users” means the employees of the Customer who are using the Service.

1.7. “Services” means the services provided by the Supplier to the Customer under the Service Agreement, as further described in the Service Description.

1.8. “Service Agreement” means the service agreement for the provision of the Services as entered into between the Parties, consisting of the Service Description and these general terms.

1.9. “Service Description” means the Service Description as defined in the Service Agreement.

1.10. “Subscription Term” means the contractual term specified in the COACH Agreement.

2. SERVICES

2.1. The Supplier shall, during the Subscription Term, provide the Services “as is” in accordance with this Service Agreement and Documentation.

3. SUPPLIER'S RIGHTS AND OBLIGATIONS

3.1. The Services to be provided by the Supplier are described in the Service Description of the Service Agreement. Supplier shall perform the Services with due professional skill and care in accordance with Supplier’s own methods, procedures and the terms of the Service Agreement.

3.2. If the Services do not conform with the foregoing undertaking set forth in Clause 2.1, Supplier will use all reasonable commercial endeavours to correct any such non-conformance. Such correction constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in Clause 2.1.

3.3. The Supplier may, without liability to the Customer and without prejudice to any other rights and remedies of the Supplier, disable the Customer’s access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services in case (i) the Customer uses the Service against instructions provided by the Supplier in the Documentation or by other means or (ii) in a way that may adversely impact the Services or (iii) the Customer does not comply with these general terms.


3.4. If the Customer would require an audit, security overview, the Supplier will have 90 days to fulfil the request.

4. CUSTOMER’S RIGHTS AND OBLIGATIONS

4.1. The Supplier hereby grants to the Customer a non-exclusive, non-transferable right to permit the Named Users to access and use the Services and to use the Documentation during the Subscription Term.

4.2. The Customer shall not, except as may be allowed by applicable mandatory law:

a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or Documentation (as applicable) in any form or media or by any means; or

b) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Services; or

c) access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation.

4.3. The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of the Services and/or the Documentation.

4.4. In case of unauthorized access to, or use of the Services and/or Documentation, the Customer undertakes to inform the Supplier of the same immediately upon becoming aware of any such unauthorized access and/or use.

4.5. The Customer shall:
4.5.1. provide the Supplier with:

a) all necessary co-operation in relation to the Service Agreement, including but not limited to providing a measurable expectation of the result from using the Panda platform; and

b) all necessary access to such information as may be required by the Supplier in order to render the Services, including but not limited to Customer Data.

4.5.2. comply with all applicable laws and regulations with respect to its activities under the Service Agreement;

4.5.3. carry out all other Customer responsibilities set out in the Service Agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;

4.5.4. ensure that the Named Users use the Services and the Documentation in accordance with the terms and conditions of the Service Agreement and shall be responsible for any Named User’s breach of the Service Agreement;

4.5.5. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s systems, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet; and

4.5.6. otherwise contribute to the performance of the Services with respect to all matters within its control, in such a manner that the Supplier is able to perform its obligations in accordance with the Service Agreement.

4.5.7. The Customer shall (i) be liable for the accuracy of any information, materials, instructions, and orders given by it and for them not infringing any third-party Intellectual Property Rights; and (ii) give Supplier a licence to use any such materials given by Customer in which there are any Intellectual Property Rights held by Customer.

5. INTELLECTUAL PROPERTY RIGHTS

5.1. All Intellectual Property Rights to Customer Data shall belong to and remain with the Customer.

5.2. The Supplier shall have the right to use the Customer Data for the purposes of complying with its rights and obligations and other activities pertaining to the execution of the Service Agreement.

5.3. All Intellectual Property Rights to the Services, Documentation shall belong to and remain with the Supplier.

5.4. The Supplier grants the Customer a non-exclusive, limited and non-transferrable right to use the Services for the purposes of the Service Agreement.

5.5. The Customer shall have no right to register or apply for registration for any names or marks related to the Supplier, its company name, brand or product names or the Services. The Customer shall refrain from taking measures that are apt to endanger the value, goodwill or reputation of the Suppliers brand or Intellectual Property Rights.

5.6. In case the Customer provides to the Supplier any suggestions related to improvements to the Services, the Supplier will own all right, title, and interest in and to such suggestions. The Supplier will be entitled to use such suggestions without restriction.

6. LIMITATION OF LIABILITY

6.1. Neither party is liable for any indirect or inconsequential loss or damage, including without limitation loss of profit, loss or damage arising from reduction or interruption of production or turnover.

6.2. A party shall not be liable for the destruction of the other party’s files or information or any damages and costs incurred in consequence thereof, such as for the costs of recreating the files.

6.3. The limitations of liability shall not apply in the event the damage has been caused by wilful misconduct or gross negligence, or in the event of breach of Sections 5 or 7.

7. CONFIDENTIALITY

7.1. The parties shall keep confidential all materials and information received from the other party that is marked confidential or which should be understood to be confidential. The parties are entitled to use confidential information only for the purposes agreed on in the Service Agreement and only to the extent necessary for those purposes. The parties are entitled to disclose such materials and information to its employees only on a need-to-know basis. This aforesaid confidentiality obligation shall not, however, apply to materials or information, which (a) is generally available or otherwise public; (b) the receiving party or its Affiliated Company has received from a third party without any duty of confidentiality; or (c) which was in the possession of the receiving party or its Affiliated Company without any duty of confidentiality prior to receiving them from the other party; or (d) which the receiving party or its Affiliated Company has developed independently without using material or information received from the other party; or (e) which the receiving party or its Affiliated Company must disclose pursuant to law, decree or other order issued by a competent government authority or judicial order.

7.2. The parties’ rights and obligations under this Section 7 shall remain in effect even after the expiry or termination of the Service Agreement.

8. DATA PROTECTION

8.1. In order for the Named Users to be able to use the Services they must provide certain data to the Supplier, including but not limited to full name and e-mail address. Following receipt of such data, the Supplier will process the same using automatic data processing in order to enable the Supplier to administer and otherwise perform its obligations within the scope of the Services and to ensure that unauthorised persons do not gain access to the Services. As provided in Section 7, the Supplier will not disclose to any third party any personal information pertaining to the Named User..

9. FORCE MAJEURE

9.1. Neither party shall be liable for any delay or damage caused by an impediment beyond its control, which it cannot reasonably be required to have taken into account when concluding the agreement and the consequences of which it could not reasonably have avoided or overcome. Without limiting the generality of the foregoing, wars, riots, orders by competent civilian or military authorities, strikes, illegal work stoppages, fires and floods shall all be deemed to constitute force majeure events (together “Force Majeure Events”). Strikes, lockouts, boycotts, and other industrial action shall also be deemed to constitute a Force Majeure Event when a party hereto is target or party to such action.

9.2. A Force Majeure Event suffered by a subcontractor of a party shall also discharge such a party from liability if subcontracting from another source cannot be made without unreasonable costs or a significant delay.

9.3. The parties shall in writing inform the other party of a Force Majeure Event without delay. That party shall similarly inform the other party when the Force Majeure Event has ended.

10. TERM AND TERMINATION OF THE SERVICE AGREEMENT

10.1. The Service Agreement shall, unless otherwise terminated as provided in this Section 10, be effective during the Subscription Term.

10.2. Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Service Agreement without liability to the other if:

a) the other party commits a material breach of any of the terms of this Service Agreement and fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

b) the other party is declared bankrupt or is put into liquidation

10.3. At the date of termination of the Service Agreement for any reason:

a) all rights to use the Services under the Service Agreement shall terminate immediately;

b) each party shall return and make no further use of any Documentation and other items (and all copies of them) belonging to the other party;

c) the Supplier shall store the Customer Data in its possession for a period of 30 days of the termination during which period the Customer may retrieve any Customer Data. Alternatively, the Customer may request, during such period of 30 days that the Supplier provides the Customer Data to the Customer. The Supplier shall be entitled to invoice the Customer on its prevailing hourly rates for any work related to the provision of the Customer Data and any related expenses. After the said 30 days period the Supplier may destroy any Customer Data.

10.4. The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

11. ASSIGNMENT OF THE SERVICE AGREEMENT

11.1. Neither party may assign the Service Agreement or any of its rights or obligations thereunder to any third party without the prior written consent of the other party. The aforesaid notwithstanding, Supplier may assign its receivables under the Service Agreement to a third party.

11.2. The parties may nevertheless by written notice thereof assign the Service Agreement or their rights or obligations thereunder to such third party to which the business under the Service Agreement is transferred, provided that the assignee undertakes to be bound by the terms of the Service Agreement.

12. APPLICABLE LAW AND DISPUTES

12.1. The Service Agreement shall be governed by the laws of Japan without giving effect to any rules or principles on the conflict of laws.

12.2. All disputes arising out of or in connection with this Service Agreement shall be submitted to the exclusive jurisdiction of the Tokyo District Court at the first instance.

13. OTHER TERMS

13.1. Customer grants Supplier the right to publish Customer’s name and/ or logo and use it as a reference when marketing the Services and when demonstrating the use of the Services, taking, however, into account the confidentiality obligation under Section 7 herein. Customer may at any time cancel the Supplier’s right to use the name and/ or logo.

13.2. The failure of a party to insist upon the performance of one or more of the terms of the Service Agreement shall not be deemed to constitute a waiver of its right to enforce such terms in the future, or of any rights or remedies the party may have under the Service Agreement.

13.3. The Service Agreement constitutes the entire agreement between the parties with respect to the subject matter thereof and supersedes all prior agreements, proposals, undertakings, and other representations and communications between the Parties.

13.4. Any notices required under the Service Agreement shall be sent to the registered postal or email address or fax number provided by the other Party or to such new address or number as a party later in writing notifies the other party of. All deadlines with respect notices under the Service Agreement shall be calculated from the day the written notice was sent to aforementioned number or address.

13.5. Should any term of the Service Agreement be found invalid or unenforceable, the remaining provisions of the Service Agreement shall remain in force. The parties shall in good faith negotiate a new term to replace the term found invalid or unenforceable.

13.6. Should any term of the Service Agreement be amended, the Supplier shall notify the Customer in advance.