Effective date: 2023-06-01. Version 1.0.
1. DEFINITION
1.1 “Software” means all computer programs developed by Odooist OÜ and provided to Licensee by Odooist OÜ other than Third-party databases or services, any maintenance releases or updates thereto and the applicable Documentation. Software will be provided in object code form only.
1.2 “Documentation” means any user guide, manuals, technical or functional specifications and other similar materials provided to Licensee by Odooist OÜ on any media for use with the Software.
1.3 “Third Party Products” means those third party software products including but not limited to third-party proprietary database, middleware, application, server, operating system software procured through Odooist OÜ or any of its agents, or by a Third-Party vendor directly to Licensee.
1.4 “Partner” refers to the external agents of Odooist OÜ who direct their customers to the legal marketplace for the procurement of software subscriptions. Partners are not under the employment of Odooist OÜ and do not sell the software directly. They are independent entities who assist in guiding customers to Odooist OÜ’s offerings on the marketplace. They may be referred to as affiliates, advisors, or partners.
1.5. "Use" means to directly or indirectly load, activate the processing capabilities of the Software, load, execute, access, utilize, store, employ the Software, or display information resulting from such capabilities.
1.6. "User", "You", or "Your" refers to the individual or entity that has acquired and is using the Software under the terms of this Agreement.
1.7 "License" refers to the rights granted to the User under this Agreement to use the Software.
1.8 "Data" refers to any information, content, or material inputted, uploaded, or processed through the Software by the User.
1.9 “Billing System” refers to Odooist OÜ’s system responsible for user authorization and accounting of software usage. This system includes functionalities for automatically charging users via credit cards, managing subscription cancellations, and handling other related financial transactions.
1.10 "Effective Date" refers to the date on which the User agrees to the terms of this Agreement by installing the Software and registering the user's server instance in our Billing system.
2. ACCEPTANCE OF TERMS
2.1. Binding Agreement: By installing, accessing, or using the Software, you acknowledge that you have read, understood, and agree to be bound by the terms of this Agreement. If you do not agree to these terms, you must not install, access, or use the Software.
2.2. Representation: If you are entering into this Agreement on behalf of a company, organization, or another legal entity, you represent that you have the authority to bind such entity to these terms. If you do not have such authority or if you do not agree with these terms, you must not accept this Agreement and may not use the Software.
2.3. Updates: Odooist OÜ reserves the right to modify or update the terms of this Agreement at any time, with or without notice to the User. Your continued use of the Software after any such changes signifies your acceptance of the updated or modified Agreement. It is your responsibility to review this Agreement regularly.
2.4. Age Restriction: The Software is not intended for individuals under the age of 16. By using the Software, you represent and warrant that you are at least 16 years of age.
2.5. Electronic Acceptance: Your electronic assent or use of the Software constitutes your acceptance of this Agreement as of the Effective Date.
2.6 Compliance with International Laws: You acknowledge and agree that the Software may be subject to international laws and regulations. By accepting this Agreement, you commit to complying with all applicable international laws, including but not limited to privacy and data protection laws such as the General Data Protection Regulation (GDPR) for users in the European Union, and the California Consumer Privacy Act (CCPA) for users in California, USA. You also agree to adhere to any applicable export control laws and not to use or transfer the Software in violation of such laws.
3. LICENSE GRANT
3.1 License Type: Subject to your compliance with the terms and conditions of this Agreement, Odooist OÜ hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software for your internal business purposes.
3.2. Restrictions:
3.2.1. You shall not license, sell, rent, lease, transfer, assign, distribute, or otherwise commercially exploit the Software or make the Software available to any third party.
3.2.2. You shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile, or reverse engineer any part of the Software or any content therein.
3.2.3. You shall not access the Software in order to build a similar or competitive product or service.
3.2.4. Except as expressly stated herein, no part of the Software may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means.
3.2.5. Any future release, update, or other addition to the Software shall be subject to the terms of this Agreement, unless otherwise provided in terms associated with such addition.
3.2.6. Restrictions on Modifications: Users are not permitted to make modifications to the source code that affect the operation of the module with our billing system or impede its ability to function with it.
3.2.7. Subscription Cancellation and Application Blocking: In the event that a user cancels their subscription, the operation of the application is automatically blocked. This license agreement expressly forbids the user from removing such blocks by any software means.
3.3. Reservation of Rights:
Except for the limited license expressly granted in this section, Odooist OÜ reserves all rights, title, and interest in and to the Software, including all related intellectual property rights. No rights are granted to you hereunder other than as expressly set forth herein.
3.4 Compliance with Export Control Laws: You acknowledge that the Software may include technology and software subject to export controls imposed by the government of Estonia and other jurisdictions. By using the Software, you agree to comply with all applicable international and national laws that apply to such technology, including the U.S. Export Administration Regulations, as well as end-user, end-use, and destination restrictions issued by Estonia and other governments. You represent that you are not located in a country that is subject to a government embargo, or that has been designated by the Estonian government as a “terrorist supporting” country, and that you are not listed on any Estonian government list of prohibited or restricted parties.
4. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
4.1. Ownership: The Software, including all its components, original content, features, and functionality, is owned by Odooist OÜ and is protected by Estonian and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
4.2. Intellectual Property: All trademarks, service marks, graphics, logos, and domain names associated with the Software are the exclusive property of Odooist OÜ. Odooist OÜ's Intellectual Property Rights may not be used in connection with any product or service that is not provided by Odooist OÜ, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Odooist OÜ.
4.3. Protection of Rights: You acknowledge and agree that any unauthorized use, copying, or distribution of the Software, or the breach of this Agreement, would result in irreparable harm to Odooist OÜ, and in such event, Odooist OÜ will be entitled to equitable relief, including injunctions, in addition to any other remedies it may have at law.
4.4. Feedback: If you provide Odooist OÜ with any feedback or suggestions regarding the Software ("Feedback"), you hereby assign to Odooist OÜ all rights in the Feedback and agree that Odooist OÜ shall have the right to use such Feedback and related information in any manner it deems appropriate. Odooist OÜ will treat any Feedback you provide as non-confidential and non-proprietary.
4.5. No Other Rights: Except as expressly set forth in this Agreement, no license or other rights in or to the Software or Odooist OÜ's Intellectual Property Rights are granted to you, and all such licenses and rights are hereby expressly reserved by Odooist OÜ.
5. USER OBLIGATIONS
5.1. Compliance with Laws: You shall use the Software in compliance with all applicable local, state, national, and international laws, regulations, and treaties.
5.2. Prohibited Use: You shall not use the Software for any purposes prohibited by Estonian law or this Agreement. This includes, but is not limited to, any illegal activities or the promotion of illegal activities.
5.3. Account Information: The Software requires an account, you agree to provide accurate, current, and complete information during the registration process and to update such information to keep it accurate, current, and complete.
5.4. Account Security: You are responsible for safeguarding your account credentials. You agree not to disclose your account data to any third party and to take sole responsibility for any activities or actions under your account, whether or not you have authorized such activities or actions.
5.5. Responsible Use: You agree not to misuse the Software. For example, you must not interfere with our services or try to access them using a method other than the interface and the instructions that we provide.
5.6. Backup: You are responsible for maintaining and backing up any data that you use in conjunction with the Software. The Company is not responsible for any loss or corruption of data, lost communications, or any other loss or damage of any kind arising from your use of the Software.
5.7. Reporting Violations: If you become aware of any violation of this Agreement by any person, including other users, you must immediately report it to Odooist OÜ using the contact details provided in this Agreement.
5.6. Registration Requirement: To use the software functionality, it is mandatory for the client to register their Odoo instance in our billing system after the installation of the Software using the provided method. This registration must be maintained for the entire duration of the software usage.
5.7 Subscription Activation and Maintenance: After registration, the user is required to activate a monthly subscription and maintain it as active for the continued use of our software. It is prohibited for users to utilize our software without registration in our billing system and without an active subscription.
5.8 Access to Odoo Instance: As a user, you are required to allow our billing system access to your Odoo instance. This access is crucial for collecting software usage information which forms the basis of your subscription billing.
5.9. Non-Blocking of Access: You agree not to block or interfere with the access granted to our billing system. Should access to your Odoo instance be obstructed or denied, it will result in the immediate termination of your subscription.
5.10 Isolated Environments: In cases where your operating environment is isolated and does not permit external access, you are obligated to notify us. A negotiation for a special agreement will be initiated to accommodate your unique requirements. Upon successful negotiation, a special version of the software, designed to operate without our standard billing system, will be provided.
6. SUPPORT AND MAINTENANCE
6.1 Support Services: Odooist OÜ will provide technical support services for the Software under the terms of this Agreement. Support services include assistance with the use of the Software and identification and resolution of issues in the Software. Technical support will be available via email and is accessible during the business hours of 7:00 AM to 5:00 PM Eastern European Time (EET), Monday through Friday, excluding public holidays in Estonia.
6.2 Maintenance Services: Odooist OÜ will periodically provide updates and upgrades to the Software to enhance functionality, user experience, and security. These updates and upgrades will be made available to You at no additional cost as long as Your subscription is active and in good standing. Odooist OÜ commits to undertaking diligent efforts to inform You via email in advance of any update or scheduled maintenance that could impact the availability of the Software.
6.3 Exclusions: The support and maintenance services do not include:
Support for third-party applications or services not provided by Odooist OÜ.
Services for software modified by anyone other than Odooist OÜ, unless such modification is authorized in writing by Odooist OÜ.
Services for issues caused by Your misuse of the Software, failure to follow the Documentation, or unauthorized changes to the Software or system configurations.
6.4 Response Times: Odooist OÜ will use commercially reasonable efforts to respond to support requests within two (2) business days. Response times may vary based on the complexity of the issue and the volume of support requests.
6.5 Service Level Agreement (SLA): While Odooist OÜ aims to achieve a high level of service availability, this Agreement does not constitute a service level agreement. Specific service level commitments, if any, will be outlined in a separate document and agreed upon by both parties.
6.6 Customer Responsibilities: To receive support and maintenance services, You are responsible for providing detailed information about any issues encountered, including steps to reproduce the issue, and for cooperating with Odooist OÜ's personnel in the diagnosis and resolution of issues.
6.7 Termination of Support: Odooist OÜ reserves the right to terminate or modify the support and maintenance services provided hereunder at any time. However, Odooist OÜ will notify You at least thirty (30) days in advance of such termination or modification.
7. DATA AND PRIVACY POLICY
7.1 Data Collection and Use: In the course of providing the Software, Odooist OÜ may collect, store, and use certain data and information, including but not limited to, personal information, usage data, and other data provided by You or generated through Your use of the Software. The types of data collected and the purposes for which it is used will be detailed in Odooist OÜ's Privacy Policy, which is hereby incorporated by reference.
7.2 Privacy Policy: Odooist OÜ is committed to protecting the privacy and security of the data collected. The handling of all data collected through the Software shall be in accordance with Odooist OÜ’s Privacy Policy, available at https://odoopbx.com/privacy. By agreeing to this Agreement, You also agree to the terms of the Privacy Policy.
7.3 Data Processing Agreement (DPA): If the processing of personal data is subject to data protection laws like the General Data Protection Regulation (GDPR), both parties will enter into a separate Data Processing Agreement that reflects the parties' agreement with regard to the processing of personal data, in accordance with applicable data protection laws.
7.4 User Responsibilities: You are responsible for any personal data or other information you provide or upload to the Software. You agree to comply with all applicable laws and regulations regarding the privacy and data protection of such data.
7.5 Security: Odooist OÜ implements appropriate technical and organizational measures to protect the data against unauthorized or unlawful processing and against accidental loss, destruction, or damage. However, no method of transmission over the Internet, or method of electronic storage, is completely secure. Therefore, while Odooist OÜ strives to use commercially acceptable means to protect your data, we cannot guarantee its absolute security.
7.6 Data Breach Notification: In the event of a data breach that affects your data, Odooist OÜ will promptly notify you in accordance with the requirements of applicable laws and regulations.
7.7 Data Retention: Odooist OÜ will retain the collected data for as long as necessary to provide the Software and for legitimate and essential business purposes, such as maintaining the performance of the Software, making data-driven business decisions, complying with our legal obligations, and resolving disputes.
7.8 Access and Control of Data: You have certain rights regarding the data that is collected and processed by Odooist OÜ. These rights, including the right to access, correct, delete, or transfer your data, will be detailed in the Privacy Policy.
7.7 Changes to Privacy Policy: Odooist OÜ reserves the right to modify the Privacy Policy at any time. Such changes will be effective immediately upon posting the revised policy on Odooist OÜ's website. Your continued use of the Software indicates your acceptance of any revised terms.
8. WARRANTIES, DISCLAIMERS, AND LIABILITY
8.1 Warranties: Odooist OÜ warrants that the software will perform substantially in accordance with the functionalities described in the documentation provided with the software for a standard period of [insert time period], commencing on the date of your initial use. This warranty does not cover problems caused by your acts (or failures to act), the acts of others, or events beyond Odooist OÜ’s reasonable control.
8.2 Software as is: Beyond the express warranties stated in section 8.1, the software is provided "AS IS." Odooist OÜ makes no other warranties, express or implied, and hereby disclaims all implied warranties, including any warranty of merchantability and warranty of fitness for a particular purpose.
8.3 No Unlawful or Prohibited Use: You warrant that you will not use the software for any purpose that is unlawful or prohibited by these terms, conditions, and notices.
8.4 Disclaimer of Certain Damages: In no event shall Odooist OÜ be liable for any special, incidental, indirect, or consequential damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the software or the provision of or failure to provide support services, even if Odooist OÜ has been advised of the possibility of such damages.
8.5 Limitation of Liability and Remedies: Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of Odooist OÜ under any provision of this EULA and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by you for the software. The foregoing limitations, exclusions, and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
8.6 Indemnification: You agree to indemnify, defend, and hold harmless Odooist OÜ, its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to your use or misuse of the software or your breach of this Agreement.
8.7 Local Laws: Odooist OÜ makes no representation that the software is appropriate or available for use in all locations. You are responsible for compliance with all local laws and regulations, as applicable.
8.8. Force Majeure. Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure results from unforeseeable events beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials. In such circumstances, the affected party is excused from further performance or observance of the obligations so affected for as long as such conditions prevail.
9. TERMINATION
9.1 Termination by Odooist OÜ: This Agreement is effective until terminated. Odooist OÜ may terminate this Agreement at any time and for any reason. In the event that you fail to fulfill any of your obligations arising under this Agreement, and if such breach has not been remedied within 30 calendar days from the written notice of such breach, this Agreement may be terminated immediately by Odooist OÜ. Further, Odooist OÜ may terminate the Agreement immediately in the event you fail to pay the applicable fees for the Services within 21 days following the due date specified on the corresponding invoice, and after a minimum of 3 reminders.
9.2 Termination by User: You may terminate this Agreement at any time by first canceling your subscription to the software, ceasing all use of the software, and destroying all copies of the software in your possession or control. If you are dissatisfied with the software, its content, or any of these terms, conditions, and policies, your sole legal remedy is to discontinue using the software and cancel your subscription.
9.3 Effect of Termination: Upon termination or expiration of this Agreement for any reason:
a. All rights granted to you under this Agreement will cease immediately.
b. You must cease all use of the software and destroy all copies, full or partial, of the software.
c. Any payment obligations incurred by you prior to the date of termination will remain in effect until fully paid.
9.4 Survival: Sections of this Agreement that, by their nature, should survive termination of this Agreement will survive termination. This includes, but is not limited to, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.
9.5 No Liability for Termination: Odooist OÜ will not be liable to you or any third party for termination of your access to the software or deletion of your information or account data.
9.6 Notification: In the event of termination, Odooist OÜ will provide you with notice of termination when reasonably possible. You acknowledge that in certain circumstances, immediate termination may be necessary and Odooist OÜ may not be able to provide advance notice.
10. GOVERNING LAW AND JURISDICTION
10.1 Governing Law: This Agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractual disputes or claims) are governed by and construed in accordance with the law of Estonia.
10.2 Jurisdiction: The parties irrevocably agree that the courts of Estonia shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
10.3 Venue: The parties agree that any legal action or proceedings arising under or in connection with this Agreement shall be brought exclusively in the competent courts of Estonia. You hereby waive any objection to such jurisdiction and venue, including any objection based on a more convenient forum.
10.4 Compliance with Local Laws: While this Agreement is governed by the law of Estonia, you agree to comply with all local laws and regulations in your jurisdiction concerning your use of the software.
11. AMENDMENT AND MODIFICATION
11.1 Changes to the Agreement: Odooist OÜ reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material, we will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.
11.2 Notification of Changes: Any changes to this Agreement will be communicated to you by posting the revised Agreement on the website or through direct communication channels such as email. It is your responsibility to check periodically for any changes we may make to this Agreement.
11.3 Acceptance of Changes: By continuing to access or use the software after any revisions become effective, you agree to be bound by the revised Agreement. If you do not agree to the new terms, you are no longer authorized to use the software.
11.4 Historical Versions: Previous versions of this Agreement will be archived and made available upon request. Users may contact Odooist OÜ to obtain access to any previous version.