Last modified: August 22, 2023
This license agreement is made and concluded between the Company and Customers.
Capitalized terms, unless expressly stated otherwise, have the meanings set out below:
1.1. Agreement – this license agreement;
1.2. Company – Satyrius OÜ, Estonian commercial registry code: 14537436, address: Juhkentali 8, 10132 Tallinn, Estonia
1.3. Customer – any user of Saanaru;
1.4. Party – The Company or the Customer, together referred to as Parties;
1.5. Saanaru – computer program that enables Customers to create their own custom-made language learning material.
1.6. Website – https://app.saanaru.com;
1.7. License – non-exclusive, non-transferable, non-sublicensable license to use Saanaru for non-commerical and personal language learning purposes;
1.8. Content – any information uploaded by the Customer to Saanaru and information created and stored on the Website by the Customer as a result of using Saanaru;
1.9. Fee – charges for the License payable by the Customer (if applicable);
1.10. Pricing Schedule – document outlining different options for usage of Saanaru, associated fees and features available therein. Available at https://saanaru.com/pricing;
2.1. Subject to the terms and conditions of this Agreement, and upon payment of the applicable Fee as per the Pricing Schedule, the Company shall grant the License to the Customer for the usage of Saanaru.
2.2. The Customer can access and use Saanaru through the Website by identifying him-/herself with his/her e-mail. Any person logging into the Website with Customer’s e-mail is deemed to be acting on behalf of the Customer.
2.3. The usage of Saanaru under a License is subject to a quota system, the terms of which are laid out in the Pricing Schedule. The Customer can always view their current quota usage under their profile on the Website.
2.4. The usage of Saanaru includes but is not limited to the core service of audio transcription and audio translation. The Company reserves the right to add or remove additional features as a part of the License.
2.5. For Customers on a subscription plan, their quota resets monthly at the beginning of their billing cycle. Any unused quota in a billing cycle does not carry over to the subsequent billing cycle.
2.6. Customers who have purchased audio quota packages before the implementation of the general quota system, may continue using their audio quota for audio transcription services. These customers may choose to switch voluntarily to the general quota system, and once switched, cannot return to the audio quota system.
3.1. The Customer may use the License free of charge for a trial period, during which the Company will provide resources necessary for the Customer to review the functionalities of Saanaru. The terms and duration of the trial period are at the discretion of the Company.
3.2. The Pricing Schedule defines different options for usage of Saanaru. After reviewing the functionalities of Saanaru and the Website, the Customer may choose an option from the Pricing Schedule. The associated Fee is payable to the Company as a prepayment and is non-refundable, unless otherwise provided in this Agreement.
4. REPRESENTATIONS AND WARRANTIES
4.1. The Customer represents and warrants that he/she has full legal capacity; he/she has read and understood this Agreement; and he/she agrees to this Agreement.
4.2. The Customer represents and warrants that his/her use of the License does not violate or conflict with any third party rights; and that he/she has and will have all requisite ownership, rights, and licenses to use, modify and store the Content.
5. DATA PROTECTION AND LIABILITY
5.1. The Company shall not disclose any information regarding the Customers without their prior consent, unless requested by any applicable law, regulation, legal process or governmental request.
5.2. Saanaru and the Website may be unavailable from time to time due to mechanical, telecommunication, software, and other failures. The Company cannot predict or control when such downtime may occur and cannot control the duration of such downtime.
5.3. Saanaru and Website are provided "as is" and with all faults. The Company does not make any representation or warranty whatsoever regarding the completeness, adequacy, suitability, functionality, availability, or operation of Saanaru or the Website, unless otherwise provided in this Agreement.
5.4. The Company does not warrant and will not have any liability or responsibility for the Content and the Customer’s use Saanaru and the Website. The Customer is liable for and agrees to indemnify and hold the Company and its subsidiaries, affiliates, officers and employees, harmless from and against any judgments, losses, deficiencies, damages, liabilities, costs, claims, demands, suits, and expenses (including, without limitation, reasonable attorneys’ fees, expert witness fees and expenses) incurred in, arising out of or in any way related to the Customer’s i) breach of this Agreement or applicable law (e.g. use of material without relevant copyrights); ii) use of Saanaru and Website; or iii) any other acts or omissions.
5.5. The Customer acknowledges that the Company does not have control over the Customer’s use of Saanaru and the Website, and the Company does not warrant the performance that may be obtained through the Customer’s use of Saanaru or Website. The Customer assumes all risks and responsibility for use of Saanaru and Website and for any loss of or errors in any data or information.
5.6. Notwithstanding the above, the Company shall use reasonable measures to back-up the Content. However, the Company cannot guarantee and is not liable for any loss of data, including Content.
5.7. Parties are not liable for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the affected Party's reasonable control. These acts include, without limitation: (a) acts of God; (b) acts by third parties, unless otherwise agreed in this Agreement; (c) flood, fire or explosion; (d) war, invasion, riot or other civil unrest; (e) government order or law; (f) actions, embargoes or blockades in effect on or after the date of this Agreement; (g) action by any governmental authority if not affected by the Party; (h) national or regional emergency if not affected by the Party; and (i) strikes, labor stoppages or slowdowns or other industrial disturbances.
6. ENTRY INTO FORCE, AMENDMENTS, SUSPENSION AND TERMINATION
6.1. The Agreement shall enter into force once the Customer creates an account on the Website and accepts this Agreement. The Agreement will remain effective until terminated or expired.
6.2. The Company may, at any time, revise this Agreement or the Fee Schedule if it necessary to ensure availability of Saanaru, update the Fees, modify the Pricing Schedule, add or remove features. The Company shall post the modification on the Website or otherwise provide the Customer with notice of the modification. If the Customer has made prepayment of the Fee, the Agreement shall not be deemed modified until the prepaid period has elapsed or the Customer resubscribes to a License.
6.3. The Customer may terminate the Agreement at any time without any reason. If the Customer has terminated the Agreement due to the Company’s material breach of the Agreement, the Customer may demand a refund of prepayment made for the period starting from the date of termination of this Agreement. For avoidance of doubt, in such case the Customer does not have any additional legal remedies other than the right to terminate the Agreement and demand refund of the prepayment.
6.4. The Company has the right to refuse to perform its duties or obligations under this Agreement (e.g. suspend License) or terminate the Agreement, if:
6.4.1. the Customer has failed to duly pay the Fee;
6.4.2. the Customer has submitted false, misleading and/or inaccurate information;
6.4.3. the Customer is in breach of this Agreement;
6.4.4. it is required by the law.
6.5. In case of termination of the Agreement, the Customer will no longer have access to its account at the Website and Content.
7. FINAL PROVISIONS
7.1. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior or contemporaneous representations, discussions, proposals, negotiations, conditions, agreements and communications, whether oral or written, between the Parties relating to the subject matter of this Agreement and all past courses of dealing or industry custom.
7.2. The Agreement shall be governed by and construed in accordance with the laws of the Republic of Estonia.
7.3. If any disputes arising out of or in connection with the Agreement cannot be resolved by negotiation it will be solved in the Harju County Court, Estonia as a court of first instance.
7.4. If any part of the Agreement is found to be unenforceable, the remaining portions of the Agreement will remain in full force and effect.