If you are using any service as an employee, contractor, or agent of a corporation, partnership or similar entity, then you must be authorized to sign for and bind such entity in order to accept this TOU, and you represent and warrant that you have the authority to do so.
1.1 “Agreement” - is an agreement between LENTIQ and CLIENT, as amended and supplemented by subsequent addendum or updated with any schedules, exhibits, or amendments. If no such agreement is entered into, then these TOU shall constitute the Agreement.
1.2 “Content,” “CLIENT Data,” or “Data” shall mean any of the following: (i) data, application and information belonging to CLIENT, a beneficiary of LENTIQ Services, (ii) data supplied by the Users of the applications included in the Content, (iii) data from or used in connection with transactions at the level of the applications included in the Content such as, but without limitation to information related to transactions and sales, information related to End-User accounts, etc., (iv) any information generated by the use of the applications or configurations that are licensed, on a non-exclusive basis, to CLIENT for the duration of the Agreement.
1.3 “CLIENT” or “YOU” refers to the entity or person placing an order for or accessing the Services
1.4 “Freemium Mode” is a grace period granted to CLIENT, to benefit from the LENTIQ Services free of charge for an unlimited period of time, as long as the CLIENT does not exceed using more than 3 nodes for their account. CLIENT shall not be billed while in Demo Mode. LENTIQ is entitled to suspend Demo Mode at any time, without prior notice, by starting to issue invoices.
1.5 “Effective Date” of the Agreement is the date of Client’s initial access to the Service through any online registration or order process.
1.6 “End-User” or “User” means any person who uses, in any way, any application made available through LENTIQ Services, whether or not he/she has received a written or verbal authorization to this effect from CLIENT. CLIENT shall bear full responsibility regarding authorized End-Users, regardless of the way in which they have been authorized. The tacit acceptance, by CLIENT, of a particular action of the End-User, irrespective of the ways in which such action would materialize, is deemed an “authorization”.
1.7 “Infrastructure Provider” means the applicable third-party hosting provider which Client has separately contracted with which stores Client’s data pursuant to the agreement between Client and such Infrastructure Provider (such as LENTIQ Services, Google Cloud Platform, or such other pre-approved platform, as applicable).
1.8 “LENTIQ” refers to LENTIQ, INC. a corporation formed under the laws of the State of Delaware along with their subsidiaries and affiliates.
1.9 “Network” means the communications network under the direct control of LENTIQ, through which CLIENT accesses LENTIQ Services.
1.10 “On-Demand Interventions” means LENTIQ interventions on the Internet network or the Services, requested by CLIENT or by state institutions and bodies.
1.11 “Planned Interruption” - means any interruption due to maintenance, routine or upgrading works, which may affect the availability of the service. LENTIQ shall endeavour to send CLIENT, at least 2 business days in advance, a notice of any Planned Interruption that shall affect the availability of the Services that is outside of the standard maintenance windows of between 23:00 (UTC) on Saturdays and 06:00 (UTC) on Sundays, except during Emergency Intervention Works and On-Demand Repairs/Interventions.
1.12 “Privacy Notice” means the policy displayed on LENTIQ's website, which may be amended from time to time.
1.13 “Services” or “LENTIQ Services” - are the services provided by LENTIQ and used by CLIENT. Such Services may be customized for CLIENT. LENTIQ Services include LENTIQ EdgeLake Services, which are DataLake related services such as infrastructure management, data management, metadata management, workflow management offered as a service and controlled through a web interface and deployed on officially supported platforms.
1.14 “Service Suspension” means the period during which LENTIQ Services shall be unavailable at the initiative of LENTIQ, in the special cases provided for in this TOU.
2. ACCESS TO THE SERVICES. MANAGEMENT INTERFACE.
3. FEES, INVOICING AND PAYMENT TERMS.
3.1 Access to the Service or to certain features of the Service may now or in the future require the payment of fees (“Fees”). Fees shall be set forth on the Management Interface. The Fees may be set in pound sterling (GBP), Euro (EUR) or U.S. dollars (USD). Fees are VAT-exclusive. The payment of the Services shall be made observing exchange rate of the ECB or National Bank of the country where LENTIQ's registered office is located, valid on the previous day date of the invoice.
3.2 Except as otherwise provided herein, all Fees are non-refundable. LENTIQ may add features to the Service on a going forward basis at any time and may charge additional Fees separately for such additional features if Client elects to use such features. LENTIQ reserves the right to change the Fees charged.
3.3 Each invoice issued by LENTIQ shall be deemed due in 15 days of the billing date. If the Fee is not credited to LENTIQ bank account by the due date, then LENTIQ shall be entitled to charge interest on the overdue amounts for each day of delay in payment at a rate of 0.2%, as well as to proceed to the Suspension of LENTIQ Services or to restrict the CLIENT's access to all or part of the Services and/or public access to the Services. LENTIQ shall reactivate the Services only after the payment of the due amounts, as well as of the interest.
3.4 Any good faith dispute as to the amount owed must be in writing and delivered to LENTIQ within 5 (five) days of the delivery date of the invoice or of the notification sent via email that the invoice can be downloaded from the Management Interface. The parties have expressly agreed that the invoices issued by LENTIQ under this Agreement are automatically deemed accepted for payment, except when the CLIENT disputes the amount of the invoice within the above-mentioned term.
4. PURCHASE FROM PARTNER
If Client purchases any Service from an authorized partner of LENTIQ (“Partner”), Client’s use of the Service will be governed by these TOU, except that Client will pay Partner for the Service.
5.1 Subject to these TOU, LENTIQ grants to Client a worldwide, non-exclusive, non-transferable, terminable license to use the Service.
5.2 The Client grants to LENTIQ a worldwide, non-exclusive, royalty-free license, for the duration of this Agreement, to Client Data for the sole purpose of providing the Service to Client in accordance with this Agreement and LENTIQ’s Privacy Notice. LENTIQ shall not, now or in the future, sell any Client Data to any third party. Client is solely responsible for storing and maintaining backups and copies of all Data stored within Client’s applicable Infrastructure Provider. LENTIQ does not and is not responsible for storing any Data and disclaims all liability in connection with any claims that the Data have been lost, deleted, corrupted, or otherwise rendered unusable.
6.1 This Agreement shall come into effect on the Effective Date and shall continue for the entire Contractual Period until all Services have been validly terminated.
6.2 Each Service may have a distinct Contractual Period. The minimum term shall be of one (1) year. The commencement date of each Service under this Agreement shall be the date when the Service is delivered by LENTIQ.
6.3 The Term of the Services will automatically be renewed for successive Renewal Terms of one (1) year each (Renewal Term), unless terminated by either party on not less than 90 (ninety) days written notice of its intention to terminate before the expiration date of the Contractual Period.
7. CONFIDENTIALITY, PERSONAL DATA PRIVACY AND SECURITY
7.1 Both Parties shall keep in strict confidence all Confidential Information disclosed during the performing of this Agreement. Each Party shall ensure that the confidentiality obligation shall be applicable to its employees, agents or subcontractors as set forth in this Agreement.
7.2 Further details regarding the Privacy Notice are available on the website. Any provision stipulated therein forms an integral part of this Agreement.
7.3 LENTIQ shall at all times comply with industry standard security practices with respect to the Services. In order to protect CLIENT’s rights and interests, LENTIQ may disclose information regarding the CLIENT only if they are requested from the login address specified in the Management Interface or to the extent that the internal procedures of identification are complied.
7.4 Data Processing Addendum. To the extent Client Data constitutes Personal Data, Client and LENTIQ hereby agree that Client shall be deemed to be the data controller and LENTIQ shall be deemed to be the data processor as those terms are understood under the EU Regulation 2016/679 General Data Protection Regulation (“GDPR”). If Client Data is subject to the GDPR, then Client agrees to execute the LENTIQ Data Protection Addendum (“DPA”), available for download at lentiq.com, and to send the signed DPA to email@example.com. In the event that Client has executed the DPA, then, upon receipt of the executed DPA, LENTIQ shall process any applicable Client Data in accordance with the terms of the DPA, and the DPA shall control with respect to any conflict between this Agreement and the DPA.
8. RIGHTS AND RESPONSIBILITIES.
8.1 CLIENT shall have the following obligations:
a) To refrain from disclosing the access data (e.g. login credentials) to unauthorized persons;
b) To work with LENTIQ to ensure safe access to the Services and the Network and to notify LENTIQ of any circumstances of which CLIENT is aware that may jeopardize system security;
c) To immediately notify LENTIQ of any change of CLIENT's contact details;
d) To provide in CLIENT’s Account and connection with the Agreement complete and accurate information and documents if required to provide the Services;
e) To ensure that all data and information related to CLIENT Data observes the limits and the conditions necessary to comply with any applicable law or regulations and the Agreement;
f) To refrain from transmitting, using LENTIQ Services, any material that might cause any harm to a computer system owned by LENTIQ or other users of the Internet;
g) To use LENTIQ Services or the Network only in the manner permitted by any applicable law or regulations, best practice in the industry, or the Agreement;
h) To take all steps necessary to perform regular backups of CLIENT Data, of the configured infrastructure or of other settings required for LENTIQ Services to operate properly;
i) To take all actions necessary to ensure the security of any data, information, applications and passwords related to LENTIQ Services;
j) To co-operate with LENTIQ in all matters relating to Services;
k) To obtain and maintain all necessary licenses, permissions, and consents which may be required for CLIENT Data during the Agreement;
l) To agree to the specific licensing terms of the applications, operating systems, software licenses (Software) provided by LENTIQ or by a third party and this Software may only be used as part of LENTIQ Services
m) To ensure the prerequisites of third-party cloud providers before using LENTIQ Services. This prerequisite can be found lentiq.com. LENTIQ shall be not be held liable for any damages or loss resulted from the breach of any of the terms of the Pre-requisite.
n) To access the stored data and computing resources only through LENTIQ User Interface. The LENTIQ shall be not be held liable for any damages or loss resulted from the use of any other interface than Lentiq Management Interface (e.g. Google, AWS interface)
8.2 LENTIQ shall have the following obligations:
8.1 LENTIQ shall take reasonable steps to prevent and mitigate attacks originating from third parties on CLIENT Data and/or other users of LENTIQ Services, such as, but not limited to hacking, cracking, denial of service;
8.2 LENTIQ may implement measures for Service Suspension, with written notice, in the following situations:
8.2.1. failure to observe the obligations by the CLIENT, including the non-payment of the Fee, as set forth in this Agreement;
8.2.2. at the request of any institutions, courts, prosecutor's offices, national and international authorized bodies. In such case LENTIQ shall endeavour to give the CLIENT reasonable notice, unless this notice of the CLIENT is forbidden;
8.2.3. if the use of LENTIQ Services, including by compromising actions of a third or malicious party, in a manner that represents a security risk or may result in damages either for LENTIQ or for a third party;
8.2.4. if brought to its attention that the usage of the Services by the CLIENT or the Data are illegal or any facts or circumstances resulting in an activity or Data that might cause damage to the rights of a third party.
8.2.5 use of LENTIQ Services under these TOU in a manner that represents a security risk, either for LENTIQ Services or for a third party;
8.2.6 use of LENTIQ Services under these TOU in a manner that has detrimental effects to LENTIQ Services, to the Network or to CLIENT's Data or other LENTIQ's clients’ data;
8.2.7 use of LENTIQ Services under these TOU in a manner that result in the liability of LENTIQ, of its affiliated parties or of third parties;
8.2.8 Fraudulent or illegal use of LENTIQ Services under these TOU;
8.3 The Service Suspension does not have any effect against the obligations between the Parties. For the avoidance of doubt, the CLIENT shall fulfil all the obligations provided in this Agreement, including the payment obligation. The CLIENT shall not be entitled to any reimbursement of the payments made in advance for the Suspension Period, irrespective of the reason for Suspension.
8.4 LENTIQ reserves the right to change or modify features and functionalities of any of the LENTIQ Services, provided that CLIENT has been sent a notice thereof if such modification shall negatively impact CLIENT’s use of the Services. The CLIENT may terminate the subscription for the Service that has been modified within 30 days of such change, in writing. If LENTIQ does not receive, within 30 days of the change, a written notice of termination, the new terms shall be deemed accepted by CLIENT, as well as the new conditions of provision of LENTIQ Services and of the additional features, and any changes made;
8.5 LENTIQ may change, discontinue, or terminate any API in connection with the Services. LENTIQ shall take reasonable measures to support the previous version of the API for a period of six months after the change, discontinuation or termination, unless (a) it raises security issues or otherwise violates any intellectual property rights, (b) it is economically or technically difficult/cumbersome or (c) a legal requirement or a request of a competent body that must be fulfilled;
8.6 To limit the misuse of the Services and to ensure compliance with the Service Level Agreements to all CLIENTs, LENTIQ may temporarily limit certain parameters of the Services, such as data transfer speed, access to certain services, etc. for CLIENT.
8.7 On Demand Services may be subject to consumption limits. The consumption limit may be changed by LENTIQ depending on the guarantees provided or on CLIENT's creditworthiness and reliability.
9 PARTNERS OR THIRD PARTIES
9.2 CLIENT is solely responsible for the actions of its End-Users since LENTIQ is not able to control how the Services are used, and/or the End-Users' actions in what concerns the LENTIQ Services.
10 CLIENT DATA.
10.1 CLIENT is solely responsible for:
10.1.1 Any Content uploaded, i.e. texts, databases, sounds, music, graphics and video files, and the like that are held/located/uploaded or delivered through LENTIQ Services by CLIENT or by third parties;
10.1.2 The Content uploaded and its functionality, including in terms of compatibility with LENTIQ Services, APIs, software products or software applications provided by LENTIQ or by third parties;
10.1.3 Use of LENTIQ Services on its account by third parties whether authorized or unauthorized by the CLIENT;
10.1.4 Obtaining all permits and approvals for the Content (such as approvals for the connections or interaction of the Content with various types of third-party applications, authorizations or formalities required by the laws in force to provide certain on-line services or imposed to personal data operators);
10.1.5 Providing and maintaining the accuracy and legality of the information relating to the Content;
10.1.6 Ensuring that any information relating to the Content does not infringe any third-party rights or applicable laws or regulations;
10.1.7 Maintaining current Data backups to prevent and mitigate Data loss.
10.1.8 The security of the Data stored through LENTIQ Services both in terms of preserving its integrity against damage that may arise from the occurrence of physical faults of the equipment, and in terms of preserving its integrity against attacks using malicious software or exploiting hardware flaws or features which may be flawed from a security standpoint/perspective;
11. INTELLECTUAL PROPRIETARY RIGHTS
11.1 CLIENT warrants that it has all rights, including proprietary rights in relation to CLIENT's Data, such as copyright, trademark and patent rights, trade secrets, etc.
11.2 If the Content includes applications that allow for UGC (“user generated content”) such as forums, blogs, chat rooms, and other interactive features, CLIENT shall assume sole responsibility for all the actions of the End Users as if they were CLIENT’s own actions, whether they were taken with or without CLIENT's consent. CLIENT undertakes to act quickly to delete or block public access to illegal information or to information that might violate the rights of a third party, according to applicable laws or regulations.
11.3 Apart from the technical monitoring conducted at the level of LENTIQ Services, according to which LENTIQ may intervene to remedy or prevent certain failures, LENTIQ shall not interfere with the Content and shall not make any amendment thereto, except in Service Suspension situations, Emergency Intervention, and On-Demand Interventions. CLIENT is aware and accepts that the operation of certain procedures, at the level of LENTIQ Services, may involve certain technical interventions on the Content, for which CLIENT shall take full responsibility. LENTIQ acknowledges and respects the ownership of CLIENT in relation to the Content, undertaking to refrain from any action that might jeopardize the security and integrity thereof. In order to ensure a high level of security, LENTIQ shall take reasonable steps to use security solutions in accordance with internationally recognized standards in the industry. In addition to the security measures provided by LENTIQ, CLIENT shall maintain optimal security solutions, including encryption of the Content. CLIENT acknowledges and agrees that the privacy obligations related to the Content are borne exclusively by CLIENT.
11.4 The Service is owned and operated by LENTIQ. LENTIQ has all rights, including proprietary rights in relation to the Service. Except for any Client Data, all materials related to the Service are the property of LENTIQ or our third-party licensors. LENTIQ reserves all rights to the materials not expressly granted in this Agreement.
12. DISCLAIMER OF WARRANTY. LIMITATION OF REMEDIES AND DAMAGES.
12.2 LENTIQ does not warrant the uninterrupted operation or the compatibility with all types of equipment or configurations of the software supplied with a non-exclusive license for the Agreement. “Software supplied with a non-exclusive license” shall mean any computer program or software made available to CLIENT during the Agreement and which is related to an additional feature or to management applications, but not limited thereto.
12.3 LENTIQ does not guarantee that services shall be done in a certain amount of time.
12.4 LIMITATION OF REMEDIES AND DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS AFFILIATES SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, COSTS OF DELAY, LOST PROFITS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, LENTIQ’S AND ITS AFFILIATES’ ENTIRE LIABILITY TO THE CLIENT OR ITS AFFILIATES (FOR DAMAGES OR LIABILITY OF ANY TYPE), SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID (OR WITH RESPECT TO CLAIMS FOR FEES DUE, PAYABLE) BY THE CLIENT TO LENTIQ ATTRIBUTABLE TO THE PRIOR 1 MONTH UNDER THE APPLICABLE ORDER FORM. THE PARTIES AGREE THAT THE WAIVERS AND LIMITATIONS SPECIFIED IN THIS SECTION 12 WILL SURVIVE AND APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
13.1 CLIENT agrees to indemnify LENTIQ and hold it harmless against any claim made by any third party arising from CLIENT's use of the Services and against any loss (direct or indirect), costs, actions, suits, claims, expenses (including legal fees), loss of profit as a result of a breach by CLIENT of its obligations under this Agreement or arising from any intentional or negligent act or omission of CLIENT or of CLIENT's End-Users. CLIENT shall provide LENTIQ with all the information and assistance that are reasonably necessary for the defense against or settlement of such claims.
14.1. This Agreement may be terminated without the intervention of any court:
14.1.1. on the date on which the parties agree to terminate this Agreement. The Parties’ agreement on the termination may be proved by any means of evidence, including electronic correspondence;
14.1.2. on the date of expiry of the Contractual Period subject to the notification regarding the intention to terminate the Agreement provided within the term set forth at chapter 5 of this Agreement;
14.1.3. if one of the parties unilaterally terminates the Agreement by giving 30 days’ written notice, the CLIENT being held to comply within 30 days with the obligations under the terms and conditions of art. 10.3.
14.1.4. within 15 calendar days from the Service Suspension, by providing to the CLIENT a written notice of termination for breach;
14.1.5. within 30 calendar days from the notice of default, by giving a written notice of termination for breach by the entitled party, if the other party fails to perform or performs inadequately the contractual obligations, other than the ones provided at art. 10.1.4.
14.2. In the cases of termination under art. 10.1.4 and 10.1.5, the CLIENT shall be deemed in default as of right, if the remedy period expires and the CLIENT failed to remedy the breach within the term provided in the notice. The statement of fault termination shall be deemed as irrevocable from the communication date of the termination for breach notice and the termination of the Agreement shall operate at the same date.
14.3. In case of unilateral termination by the CLIENT without any reason or in case of termination of the Agreement by LENTIQ due to the CLIENT’s fault, the CLIENT shall be liable to pay damages equivalent to the entire value of the Agreement applicable until the end of the corresponding Contractual Period, given that for the provision of the Services, LENTIQ engages direct costs of the equipment and human resources, and the Contractual Period reflects such costs.
14.4. Any obligation and liability of the CLIENT shall be unaffected at the termination, including the obligation to indemnify LENTIQ for any damages in respect to any breach of the Agreement which existed at or before the date of termination for any reason.
14.5. The CLIENT shall immediately pay to LENTIQ all of LENTIQ's outstanding unpaid invoices and interest. Also, in respect of the Services supplied but for which no invoice has yet been submitted LENTIQ shall submit an invoice, which shall be payable by the CLIENT immediately on receipt.
From time to time, LENTIQ may modify the Agreement. Unless otherwise specified by LENTIQ, changes become effective for CLIENT after the updated version of this Agreement goes into effect. LENTIQ will use reasonable efforts to notify CLIENT of the changes through communications via Management Interface, email or other means. CLIENT may be required to click to accept or otherwise agree to the modified Agreement and in any event continued use of the Service after the updated version of this Agreement goes into effect will constitute CLIENT’s acceptance of such updated version. If CLIENT does not agree to the changes, CLIENT may terminate this Agreement in accordance with Section 14 (Termination).
15.1 Neither Party may assign this Agreement, in whole or in part, without the other Party’s prior written consent, which will not be unreasonably withheld, delayed, or conditioned.
15.2 The absence of a written agreement shall be deemed as a refusal to consent to the assignment or novation, in whole or in part, of the contractual rights or obligations.
15.3 However, either party may assign this Agreement in its entirety, without consent of the other party, to its Affiliates or in connection with a merger, acquisition, corporate reorganization, sale of all or substantially all of its assets or part of a transfer as a going concern, or to another company of equal or better credit quality, providing at least the same or better service; this operation shall be notified to the other party via email or in the Management Interface at least 5 (five) days prior to the date on which such assignment shall operate.
16.1 Conflict. Where these TOU expressly conflict with the terms and conditions of another signed, written agreement between CLIENT and LENTIQ, the terms and conditions of that other agreement shall be controlling and shall supersede this TOU only to the extent of the conflict.
16.2 Non-standard service. If CLIENT requests LENTIQ to implement a certain configuration (hardware or software) or services that are not included in the LENTIQ offer, LENTIQ may mark the configuration or service as “unacceptable”, “non-standard”, “best effort”, “reasonable efforts”, “one-off”, “end of life”, “no support” or any other similar term (referred to in this section as a “non-standard service”). LENTIQ may refuse to provide any guarantee in respect of a non-standard service. CLIENT agrees that LENTIQ shall not be liable for any loss or damage arising from the provision of a non-standard service. The LENTIQ Service Level Agreement (SLA) shall not apply to a non-standard service, or to services that are adversely affected by the non-standard service. CLIENT agrees that non-standard services might not be compatible with other LENTIQ services, such as the backup or monitoring services.
16.3 LENTIQ may offer Beta Services without any guarantees. If the CLIENT decides to participate in any beta test, pilot test, or similar test, then the Service shall be provided without any guarantees as a Beta Service.
Global Version 1.0: Last updated January 14, 2019