The undertakings of Customer set forth in this section 6.8 shall also be deemed to have been made by anyone who visits somno.co website or uses, accesses or attempts to access any part of the Service.
32. Any person that subscribes Customer to the Service or otherwise represents Customer upon the latter's entry into the Agreement shall by so doing be deemed to have personally represented and undertaken to Supplier that s/he has the authority to act on Customer's behalf and that the Agreement is binding on Customer. Each such representative hereby further undertakes to Supplier, and the latter agrees, that if this Agreement proves to be void due to the representative's lack or excess of authority or if it emerges that the representative has concluded this Agreement on behalf of a non-existent Customer then such representative shall be deemed to have entered into the Agreement on their own behalf and the Agreement shall be effective (ab initio) between Supplier and the aforesaid representative.
33. Customer shall be fully responsible for the activity that occurs under their User Account, including all acts performed through or by means of such User Account, and must notify Supplier immediately of any breach of security relating to or unauthorised use of their User Account.
34. With respect to Customer's usernames, passwords and authentication tokens, the Parties have agreed that Customer shall be responsible for: (i) maintaining the confidentiality of their usernames, passwords and tokens; (ii) all acts performed by the use of and all consequences of use or misuse of any such username, password or token.
35. Supplier shall not be responsible for any loss, damage or other consequences that may result from any unauthorised use of Customer's User Account, username, password or authentication token.
36. All Service-related Intellectual Property belongs and shall belong to Supplier. Customer shall not acquire any right thereto or interest therein or otherwise in connection with the Service, except for the limited rights of use expressly set forth in this Agreement. All rights not expressly granted herein shall be deemed withheld.
37. Neither the fact of concluding this Agreement, nor any provision contained herein, nor any breach by any Party of its obligations hereunder, shall be construed as creating in Customer or cause the latter to acquire any proprietary right, security interest, pawn or any other right of security with respect to any item or asset belonging to Supplier.
38. Supplier may, in its sole discretion, disable, close or restrict access to any User Account that is used to infringe on anyone's Intellectual Property or proprietary or personal rights.
39. With respect to any object of Intellectual Property or any other result of intellectual activity that is submitted, contributed or otherwise made available for inclusion in the Software, Content or any other part of the Service, Supplier shall be deemed to have been granted a non-exclusive, royalty-free, worldwide, perpetual, irrevocable and fully sub-licensable licence to use, distribute, reproduce, modify, adapt, publish, translate, transmit, publicly perform, display and make available the same (in whole or in part) and to incorporate it into other works in any format or medium now known or later developed. Any person making such a contribution warrants to Supplier that they have the right to do so and agrees that they will not be entitled to any compensation or reimbursement therefore.
40. All conditions, representations and warranties not expressly stated herein (including, without limitation, those relating to merchantability, fitness for a particular purpose, non-infringement and up-time as well as those that may arise from a course of performance, course of dealing or usage of trade) shall be deemed withheld by Supplier to the fullest extent permitted by law.
41. Supplier makes no representation or warranty (i) that the Service will meet Customer's or Third-party Users' requirements or expectations, (ii) that access to or use of the Service will be uninterrupted, timely, secure or error-free, (iii) that any defects in the Service will be corrected, (iv) that the Service or any means by which the Service is accessed or used is free of malware or other harmful components; or (v) with respect to any third-party software, content, material, information, infrastructure or other third-party resources or services that Customer or any Third-party User may acquire, use, access or be exposed to through or due to the Service.
42. Each Party acknowledges that the other Party has entered into the Agreement relying on the above disclaimers and that these disclaimers are an essential basis of the bargain between the Parties.
43. Supplier shall not be liable for any loss, damage, expenses or other consequences resulting from (i) anyone's use or inability to use the Service, (ii) the properties of the Service, (iii) the need to procure or the procurement of substitute goods or services or any other substitute benefit for the Service or for any information, service or other benefit received, owned, possessed or otherwise enjoyed through the Service, (iv) any message or other communication received or transaction entered into through or from the Service, (v) unauthorised access to or interruption, alteration, loss or deletion of Customer's or any Third-party User's transmissions or data, (vi) the statements or conduct of any person having access to the Service, (vii) any other matter relating to the Service; REGARDLESS of whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort or otherwise; PROVIDED, HOWEVER, that (a) this section shall not prevent claims for the compensation of direct financial (patrimonial) loss suffered by Customer due to Supplier's intentional or grossly negligent breach of this Agreement or financial (patrimonial) loss resulting from Supplier's causing personal injury to, or the death of, Customer, AND that (b) the total liability of Supplier, whether in contract, tort or otherwise, shall in no circumstances exceed the amount that Customer has paid to Supplier for the Service during the twelve months immediately preceding that month in which the event giving rise to Supplier's liability occurred.
44. No Party shall be liable to the other for breaching its obligations due to a circumstance it reasonably could not have foreseen and that is beyond its control, such as, for example, an "act of God", act of government, war, civil unrest, act of terror, strike, Internet service provider failure or any other circumstance qualifying as force majeure -- to the extent that the respective circumstance prevented or hindered the Party's performance.
45. Customer shall defend or settle, with no harm, cost or burden to Supplier, any lawsuit or other proceeding that is brought against Supplier based on or otherwise arising out of Customer's or any Third-party User's (i) use of the Service (including the acquisition, possession or processing of information through the Service), (ii) contribution to the Service, (iii) use, misuse or other processing of Personal Data, or (iv) infringement of Intellectual Property or any proprietary or personal right. Customer further agrees that upon Supplier's request Customer will reimburse Supplier for all reasonable costs (including reasonable attorneys' fees) that Supplier incurs in connection with any such lawsuit or proceeding.
47. Supplier shall not be considered a controller or processor (neither chief, responsible, authorised nor any other processor) of Workspace Data and has no obligation whatsoever in connection with any Workspace Data or the processing thereof. All Workspace Data shall be deemed to be processed by Customers and any inquiry, request, objection, complaint or claim that a Customer may have in connection with Workspace Data or any processing thereof should be addressed to their respective peers (generally, to the administrator of the relevant Workspace). Supplier is under no obligation to participate or take any action in such matters.
15.1. Customer acknowledges that, from time to time, circumstances may arise that in Supplier's judgment make it necessary or desirable to modify certain provisions of this Agreement. Such circumstances may include, but are not limited to, the following: (i) the launch of a new service or a modification to the Service; (ii) a change in Supplier's policy or in its legal or business environment; (iii) the entry of a judgment or an order against or in favour of Supplier; (iv) a significant corporate event, such as, e.g., Supplier's merger or acquisition or its reorganisation into a different type of entity; (v) the ambiguity, inconsistency, nullity, voidability or unenforceability of a provision herein or its becoming out of date. 15.2. Customer agrees that: (i) upon the occurrence of any of the circumstances referred to above, Supplier shall be entitled to make such changes to the Agreement as it reasonably deems appropriate; (ii) Supplier's ability to foresee a particular event or to prevent it from happening shall not affect its right to amend the Agreement due to the occurrence of that event; (iii) Supplier may amend the Agreement by posting a revised version on Somno.co and the revised version will take effect as of the time it is posted, unless otherwise stipulated herein; (iv) if the revised version of the Agreement includes a Significant Change, Supplier will provide Customer reasonable prior notice of such new version's entry into force by sending an email to the address Customer has associated with their User Account or by posting a prominent notice on the Service. 15.3. Notwithstanding anything herein to the contrary, Supplier reserves the right to modify the Service at any time for any reason, with or without notice. Unless explicitly stated otherwise, the use of any new features, versions, releases, updates or other modifications that Supplier may make available in connection with the Service shall be subject to the Agreement. Customer's continued use of the Service after any such modification(s) shall constitute Customer's consent to the respective modification(s). 15.4. If Customer does not agree with the changes, or any particular change, that Supplier has made to the Agreement or the Service, Customer's sole and exclusive remedy shall be to cancel the Agreement and terminate their use of the Service. 15.5. Supplier may discontinue providing the Service or any part thereof upon a month's notice and may, without notice, suspend or restrict access to the Service for any Customer whose payment for the Service remains overdue for more than a week or whose use of the Service conflicts with the provisions of this Agreement. 15.6. Supplier may suspend performance under the Agreement in whole or in part with immediate effect if it is required by law or by a competent court, tribunal or regulatory body to temporarily or permanently refrain from continuing to perform its obligations hereunder.
The Agreement between Supplier and Customer can only be terminated by closing Customer's User Account. In order to close one's User Account, Customer must log on to the Service, go to "My Profile", select "I wish to close my account" and click on "Close my Somno account".
16.2. Any unilateral termination of this Agreement shall be deemed to occur by way of cancellation, unless the Party terminating the Agreement has grounds to withdraw and notifies the other Party that it withdraws from the Agreement. 16.3. Either Party may cancel the Agreement at any time -- Customer with or without notice and Supplier upon a month's notice ("ordinary" cancellation). 16.4. Upon a Party's material breach of its obligations hereunder, the other Party may cancel the Agreement forthwith, i.e. without warning or advance notice ("extraordinary" cancellation). A material breach shall, inter alia, be deemed to have occurred if: (i) a Party is in breach of any of its obligations hereunder and fails to discontinue or remedy such breach within two weeks after notice from the other Party specifying the breach and requiring it to be discontinued or remedied; (ii) a Party is in persistent breach of any of its obligations hereunder and the respective breach cannot be remedied; (iii) a breach by one Party deprives the other of the whole benefit, or substantially all of the benefit, the latter was entitled to hereunder. Other provisions of this Agreement and those of applicable law may provide additional grounds for extraordinary cancellation. 16.5. Any natural person whose entry into or being a party to the Agreement or use of the Service or enjoyment of any other benefit in connection with the Agreement or the Service is not motivated by, useful for or otherwise related to their independent economic or professional activities, i.e. a "consumer", has the right to withdraw from this Agreement within 14 days of their becoming a party hereto. Notwithstanding anything herein to the contrary, upon a consumer's exercise of such right to withdraw, the consumer shall be entitled to a full refund of the amounts they have disbursed to Supplier for the Service during the term of the Agreement, provided that they also return to Supplier or compensate it for the value of everything they have received hereunder. 16.6. Any termination of the Agreement shall be without prejudice to the Parties' rights and remedies that have accrued prior to the termination. 16.7. Customer understands and agrees that upon any termination of this Agreement: (i) all rights that Customer has been granted hereunder will terminate; (ii) Customer shall cease all activities authorised by the Agreement; (iii) they shall immediately disburse to Supplier all sums that are due to the latter hereunder; (iv) all Customer content and other data associated with Customer's User Account will be deleted or otherwise made unavailable to Customer; (v) they will receive no refund, exchange or other compensation for any unused time on a subscription, for any licence or subscription fee, any content or other data associated with their account, or for anything else. 17. CHOICE OF LAW AND JURISDICTION 17.1. This Agreement and all matters relating to the Service shall be governed by Estonian law (without precluding the application of any relevant international treaty or convention or enactment of any international organisation that Estonia has acceded or accedes to; for the purposes of this section, the European Union shall be regarded as an international organisation). 17.2. Any dispute that may arise in connection with this Agreement, whether with respect to its existence, validity, interpretation, performance, breach, termination or otherwise, and any dispute concerning the Service or any part thereof, shall, if not settled by negotiation, be subject to the exclusive jurisdiction of Estonian courts. Each Party and anyone who visits Somno.co website or uses, accesses or attempts to access any part of the Service hereby irrevocably submits to the aforesaid jurisdiction and waives any and all objections they may have to such jurisdiction on the grounds of inconvenient forum or otherwise. 18. NOTICE 18.1. Customer agrees that Supplier may provide notice to Customer by posting it on the Service or by sending it to the email address Customer has associated with their User Account. All notices to Supplier must be sent to the email address (or postal address) specified in the first section of this Agreement under the term "Supplier". 19. MISCELLANEOUS 19.1. Having sufficiently considered each term of the Agreement both individually and in conjunction with other terms, each Party hereby confirms to the other that it finds the Agreement fair and not oppressive or harmful in any respect.
The full name of our company is Somno OÜ. Our registered address is Lõõtsa tn 8, Tallinn, Estonia. You can contact us by email to .if(ENVIRONMENT != 'development'): ?> endif; ?>