MeetingRoomApp Cloud Licence Terms and Conditions
Last updated: October 23, 2020
1. Introductory Provisions
1.1. These licence terms and conditions ("Terms") are issued by Letsgood.com s.r.o., Company Reg. No.: 02565684, having its registered office at Polska 1716/54, Vinohrady, 120 00 Prague 2, Czech Republic, registered in the Commercial Register maintained by the Municipal Court in Prague under File no.: C 220957 ("Letsgood").
1.2. Letsgood is the rightsholder to the software solution MeetingRoomApp, which consists of server application and client application and it is provided as software as a service subject to term and conditions hereof ("Software").
1.3. These Terms represent the licence agreement ("Agreement") between Letsgood and the rightful user of the Software ("Licensee"), which specifies the scope of the licence, payment conditions and other rights and obligations of Licensee and Letsgood.
1.4. A person entering into this Agreement on behalf of a company or other entity which is not a natural person with intention to bind such entity as a Licensee, confirms that he/she is authorized to act on behalf of such company or entity and undertakes to indemnify Letsgood for any harm and costs incurred by Letsgood as a result of untruthfulness of this confirmation.
1.5. To avoid any doubts, the parties expressly confirm that if there is any other written agreement concluded between the parties, it shall apply alongside with this Agreement, unless expressly agreed otherwise. In case of any conflict between the provision of these Terms and any other written agreement made between the parties, the conflicting provisions of these Terms shall be deferred.
1.6. Licensee and Letsgood conclude this Agreement upon confirmation of valid e-mail address of Licensee during registration in accordance with Article 4 hereof.
1.7. Licensee acknowledges that the Software and these Terms are intended for business use only and are not suited for consumers. Should the Licensee wish to use the Software as a consumer, he/she is obliged to inform of such Letsgood and shall not use the Software for consumer purposes unless a special consumer licence agreement is concluded.
2. Subject Matter of the Agreement
2.1. Letsgood hereby provides Licensee with the limited right to use the Software in compliance with this Agreement ("Licence"), as specified in Article 3 hereof.
2.2. Licensee undertakes to pay the subscription fee pursuant to this Agreement and to use the Software within the scope of the Licence and in compliance herewith.
3. Scope of the Licence
3.1. Unless expressly stipulated otherwise herein, Letsgood grants to the Licensee, subject to the payment of the subscription fee, a Licence to use the Software, which is:
3.1.3. available for the term of this Agreement only, provided there is no delay with payment of the subscription fee.
3.2. The Licence allows the Software to be used world-wide, except for territories in which the use of the Software is forbidden by applicable export regulations or by decision of Letsgood.
3.3. Licensee is entitled to use the Software in the quantitative scope corresponding to the number of connections of the client application (room displays) prepaid by the Licensee hereunder.
3.4. Licensee is only allowed to use the Software for its internal purposes in compliance with the purpose of the Software and this Agreement and within the scope of the Licence as defined herein, with no right to disclose the Software to third parties in any way or to provide third parties with services of the Software, unless stated otherwise in the Agreement or unless agreed otherwise in writing between the parties. Licensee is not obliged to use the Licence, and this shall have no impact on its obligation to pay the subscription fee as defined herein.
3.5. Unless expressly stated otherwise herein, Licensee is not authorised to change, amend or translate the Software including its machine and source code, or include it in a collective work (collection), either alone or via third parties, to copy source code of the Software or its part and/or develop its own products or allow third parties to do so, based on source code or other intellectual property rights embodied in the Software or to do any kind of decompilation or reverse engineering with regard to the Software. In no way shall this Agreement be considered as entitling Licensee to access the source code of the Software or any part of it or modify it in any possible way.
3.6. Licensee is not entitled to sublicence or assign the Licence or any part of the Licence to a third person without prior consent of Letsgood. Licensee is not entitled to offer or resell any services based on the Software to third parties without prior consent of Letsgood. The Licence does not pass to legal successor(s) of the Licensee without prior consent of Letsgood. Any consent pursuant to the previous sentences may be provided only by an authorisation letter from Letsgood, which may be issued upon request of the Licensee sent via e-mail to email@example.com. Such consent may be given or withheld upon Letsgood's sole discretion.
3.7. The Licence also includes the right to use user documentation relating to Software as and if provided to Licensee hereunder for the purpose of rightful use of the Software.
3.8. The Software includes software available under open source licence ("Open Source SW"). Open Source SW is designated as such in the source code and Licensee may use the Open Source SW separable from the Software subject to terms of the applicable open source licence. List of the Open Source SW and the terms and conditions of applicable licenses and authors is available at the "About" section of appropriate application.
4.1. Licensee acknowledges that the use of the Software hereunder requires registration by creation of an owner account via cloud.meetingroomapp.com or client application ("Owner Account"). Licensee undertakes to provide Letsgood with valid, accurate and complete information when creating the Owner Account, particularly valid e-mail address which will be verified by Letsgood. Should Letsgood discover that Licensee breached its obligation under previous sentence, Letsgood shall be entitled to suspend the Licence and / or terminate this Agreement upon delivery of notice of termination to Licensee, whereas obligation of Licensee to pay the subscription fee shall remain intact.
4.2. Licensee shall be solely liable for safeguarding its access data to the Owner Account, especially the password. Licensee undertakes to inform Letsgood of any breach of security or unauthorized use of the Owner Account. Letsgood shall not be in any case liable for any breach of security or unauthorized use of the Owner Account.
4.3. During the term hereof, Licensee undertakes to inform Letsgood about any changes to its data without undue delay by updating them in the Owner Account.
4.4. Letsgood stores data of Licensee or provided by Licensee, including personal data, in the EU or in the USA, with its business partners. The processing of the personal data is carried out pursuant Article 10 hereof. Licensee acknowledges that for the due operation of the Software it is necessary for Letsgood to store calendar data entered by Licensee in the client application and cache calendar data from the third-party calendar services used by Licensee, if they are linked to the Software by Licensee. Unless specified otherwise in the Article 10 hereof the data shall be stored for a period that is necessary for normal operation of client application of the Software. Licensee may also choose to store calendar data using the Software (without the third-party calendar services), if such option is offered by Letsgood. In such case, the calendar data will be processed by Letsgood until manually deleted by Licensee or until termination of the Owner Account.
5. Licence Fee
5.1. Licensee undertakes to pay the subscription fee to Letsgood in accordance with Letsgood's current price list available at meetingroomapp.com, which represents the fee for the Licence provided hereby ("Licence Fee").
5.2. The Licence Fee is paid monthly or annually upfront, based on the choice of Licensee, as a recurring payment. Monthly payment of the Licence Fee shall cover thirty (30) days of use of the Software and annual payment of the Licence Fee shall cover three hundred sixty-five (365) days of the use of the Software as of the day when payment is credited with Letsgood's bank account.
5.3. The Licence Fee shall be calculated as multiplication of monthly/annual fee for connection of a client application and of number of such connections chosen by Licensee (connections may be designated in the Owner Account as "number of licenses"). Licensee may change the number of connections in the Owner Account (which may be designated in the Owner Account as "Upgrade Plan"). Such change shall apply immediately. The scope of the Licence shall correspond to the number of connections paid by Licensee.
5.4. Licensee may pay the Licence Fee in the following currencies: EUR, CZK, USD, GBP. The applicable currency is based on the registered seat or other place of business of Licensee. Any change of the currency is subject to approval of Letsgood.
5.5. The Licence Fee is paid by card via third-party payment providers chosen by Letsgood. Letsgood does not store or anyhow process any card or payment details and shall not be responsible for any difficulties connected with provision of incorrect payment data to payment portal. Licensee agrees that Letsgood is entitled to charge the Licence Fee once Licensee provides to Letsgood with its card details or other billing information via the Owner Account or by other means. After the card payment is processed, Letsgood provides Licensee with confirmation of the payment.
5.6. The parties may agree that the payment of the Licence Fee is made via wire transfer to the bank account of Letsgood. In such case, Letsgood issues an invoice or a pro forma invoice for the Licence Fee (to be decided upon Letsgood sole discretion). Licensee undertakes to provide Letsgood with valid and complete information necessary for the issuance of the invoice, including but not limited to full name, billing address, state, postal code, technical contact information, telephone number and valid payment method information via the Owner Account. Licensee having its registered seat in the EU shall provide Letsgood also with valid value added tax number (VAT number). The Licence Fee is due and payable within fourteen (14) days as of the delivery of invoice or pro forma invoice to Licensee. The parties agree that Letsgood may send invoices and pro forma invoices via email without electronic signature. For the avoidance of doubt the decision to allow payment method described in this clause is solely upon Letsgood's discretion.
5.7. Licensee is not obliged to pay the Licence Fee for the trial period as defined herein below.
5.8. Should Licensee not pay the Licence Fee for the next period according to clause 5.2 hereof, Letsgood is entitled to either suspend the Licence or terminate this Agreement by a written notice delivered to Licensee. Licensee is not allowed to use the Software when the Licence is suspended as well as for the period, for which Licensee did not pay the Licence Fee. Licence shall be restored on the day, upon which Licensee pays the Licence Fee to Letsgood hereunder.
5.9. Any Licence Fee paid to Letsgood is non-refundable, unless explicitly decided by Letsgood otherwise based on case-by-case basis. If Licensee is of the opinion that there’s been an error in billing, it shall contact support team of Letsgood to find a solution.
5.10. The date of payment shall be considered the date of the chargeable event for the accounting and tax purposes.
5.11. Licensee is solely responsible for any local taxes, duties or other charges connected to use of the Software subject to term of the Licence — the Licence Fee does not include such charges and, if Letsgood becomes liable to pay such charges in the country of the Licensee's registration, such charges shall be added to the Licence Fee. In case the Licensee is registered as a value added tax payer, the parties agree that the Licence Fee does not include value added tax (VAT), which shall be added to the Licence Fee in accordance with the legal regulations applicable on the date of payment, if applicable.
6. Trial Period
6.1. Licensee may try the Software for a limited period of time of ten (10) days ("Trial Period") for up to three (3) connections of the client application (room displays) free of charge subject to registration in accordance with Article 4 hereof. Letsgood hereby grants to Licensee the right to use the Software in the same extent as under the Licence for the Trial Period for up to three (3) connections of the client application. Such right expires together with the expiration of the Trial Period.
6.2. In case Licensee wishes to use the Software after the Trial Period or use the Software on more than three (3) connections of the client application during Trial Period, Licensee shall set the amount of connections of the client application required (via "Upgrade Plan") and insert complete billing information according to Clause 5.5 or 5.6 hereof via the Owner Account. Such use of Software is not considered to be a part of a Trial Period use and Licence Fee applies in accordance with these Terms.
6.3. Repeated registration with intention to use of Trial Period repeatedly is not allowed. If this behaviour is detected by Letsgood, the Licensee shall pay a Licence Fee for every period exceeding the first Trial Period (a monthly Licence Fee applies to any repeated use of Trial Period), unless agreed otherwise by Licensee and Letsgood; such agreement is always in Letsgood's sole discretion and Licensee is not entitled to demand any prolongation of the Trial Period or increase of number of the connections of the client application.
7. Warranties and Liability (Disclaimer)
7.1. Letsgood hereby informs Licensee that the Software is not free of errors or malfunctions, even though reasonable care is taken to eliminate any such errors or malfunctions without undue delay. Licensee therefore accepts the Software as it is provided by Letsgood and shall use the Software at its own risk only.
7.2. Licensee undertakes to ensure all protective measures for its data, systems, environments, personnel, incl. back-up, anti-virus and anti-hacking protection, trainings of its staff, on Licensee's cost.
7.3. Letsgood provides no warranties or guarantees for the Software, its availability or function, and excludes in particular (without limitation) any guarantee that the Software will be fit for any purpose pursued by Licensee, or that it will function in a certain way, without interruptions, secure or that it will be available at any particular time or location. Letsgood is not liable for any errors or malfunctions of the Software or that the results of using the Software will meet requirements of Licensee.
7.4. Unless and to the extent such limitation is prohibited by law, the parties have agreed that the liability of Letsgood for any harm arising out of each and any potential breaches of the Agreement by Letsgood will be limited to 20% of the overall sum paid by Licensee to Letsgood in the period of 4 months preceding the occurrence of a breach, and if there is several breaches, the period of 12 months preceding the first of them. Any exceeding damage is not a subject of a compensation and the Licensee agrees not to claim such exceeding damage.
7.5. The parties hereby expressly agree that losses of profits, loss of orders, loss of clientele, operating losses, damage to goodwill or all actions directed against Licensee by a third party are indirect damages and therefore shall not grant entitlement to any right to compensation by Letsgood.
7.6. No limitation of Licensee's liability shall apply if there is any breach of Article 3, Article 8 or Article 9 hereof by Licensee.
8. Intellectual Property Rights
8.1. Unless specifically agreed hereunder, all intellectual property and any rights related to the Software shall remain solely with Letsgood.
8.2. The Software and other products and services of Letsgood are protected by trademark owned by Letsgood. Licensee is not allowed to use trademark of Letsgood in connection with any products or services of Licensee. Moreover, Licensee is not allowed to remove trademark from the Software or any products or services of Letsgood used by Licensee.
9.1. Confidential information hereunder is deemed by the parties to be any information disclosed by one party to the other party, whether wilfully or accidentally, in oral or written form, namely any information learnt by the party in connection herewith, as well as any know-how including any information of a business, production, technical or economic nature relating to the activities of the party, having a real or at least potential value, not being commonly available in the respective business community and as such being supposed to be kept confidential. In addition, the Software, its source code and any ensuing documentation, computer programs, diagnostics, documents and any other information classified as confidential are considered the confidential information hereunder.
9.2. The parties hereby undertake to protect the confidential information provided by the other party. In particular, they undertake:
9.2.1. not to disclose or reproduce any of the confidential information of the other party to any third party, or to use them in the party's own benefit or for benefit of anyone else, or to use them in any other way, which may impair rights and rightful interests of the other party,
9.2.2. not to use any of the confidential information of the other party in contradiction with the purpose for which were disclosed the party and to allow such use by any third party, unless explicitly stated herein otherwise.
9.3. The obligation to maintain confidential the confidential information of the other party does not apply to circumstances where:
9.3.1. The party proves that such information is publicly available and as such has not been made available by the party in question or in breach of law;
9.3.2. The party is approved by the disclosing party in writing to disclose such information and do so even subsequently;
9.3.3. The disclosure of such information is required by law, decision of the authorised state authority or general measure;
9.3.4. The party uses such information for the purpose of protection of its right in the court or other proceedings governed by the public law regulations;
9.3.5. The party discloses such information to lawyers, tax advisors or similar advisors, if such persons are bound by statutory or contractual obligation of secrecy.
10. Personal Data Processing Agreement
10.1. The parties acknowledge that use of the Software may include data processing. In case any data transferred, stored or otherwise disclosed to Letsgood by Licensee include personal data, the processing of them shall be subject to following provisions hereof.
10.2. The parties acknowledge and agree that any personal data disclosed to Letsgood in the course of use of the Software ("Personal Data") by Licensee belongs to Licensee and Licensee is a controller of such Personal Data and Letsgood is their processor within the meaning of Article 4(8) of the General Data Protection Regulation (EU) 2016/679 ("GDPR").
10.3. Licensee hereby authorizes Letsgood to carry out processing of the Personal Data on behalf of Licensee in the extent necessary for performance of this Agreement.
10.4. Letsgood undertakes to process Personal Data based on documented instructions from Licensee, which may be delivered via the Owner Account. The parties agree that processing of Personal Data within use of the Software subject to this Agreement is deemed as carried out in accordance with Licensee's documented instructions.
10.5. Letsgood also undertakes to provide Licensee with cooperation subject to the Terms.
10.6. Unless agreed by the parties separately, processing of Personal Data is provided free of charge as an inseparable part of use of the Software.
10.7. Letsgood processes following categories of Personal Data: identification data, contact data and meeting details including any data which are part of meeting description. Personal Data are related to meeting organizers and invitees as data subjects. Licensee is not allowed to pass to Letsgood special categories of Personal Data within the meaning of Article 9 of the GDPR and personal data relating to criminal convictions and offences within the meaning of Article 10 of the GDPR.
10.8. Duration of processing of Personal Data shall be the same as term of this Agreement.
10.9. The parties agree that the nature and purpose of the processing according to this Agreement will always follow and be limited by the nature and purpose of the Software.
10.10. Licensee undertakes to ensure that Personal Data to be processed by Letsgood are always accurate, up-to-date and collected in accordance with the GDPR and other applicable Personal Data protection laws.
10.11. Licensee declares that it was informed of the Letsgood's technical and organisational measures for processing and protection of Personal Data before conclusion of this Agreement and that it considers them to be sufficient for meeting the requirements of the GDPR and for ensuring protection of the rights of the data subjects, taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons.
10.12. Letsgood is obliged to act in accordance with documented instructions from Licensee in connection with the processing of the Personal Data. Letsgood is also obliged to follow the Licensee's instructions with regard to transfers of Personal Data to a third country or an international organisation, unless required not to do so by Union or Member State law to which Letsgood is subject. In such a case, Letsgood shall inform Licensee of that legal requirement before processing, unless applicable law prohibits such information on important grounds of public interest.
10.13. Letsgood undertakes to take all measures required pursuant to Article 32 of the GDPR to prevent accidental or unlawful destruction of Personal Data, their loss, alteration, unauthorised disclosure or access of such data. In case Letsgood finds out about security breach concerning Personal Data, it will inform Licensee about it without undue delay using modern technologies and procedures, with which Licensee was familiarised and which Licensee deems sufficient.
10.14. Letsgood undertakes to take into account the nature of the processing, assist Licensee by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of Licensee's obligation to respond to requests for exercising the data subject's rights laid down in Chapter III of the GDPR.
10.15. Letsgood undertakes to assist Licensee in ensuring compliance with the obligations pursuant to Articles 32 to 36 of the GDPR taking into account the nature of processing and the information available to Letsgood. For the avoidance of doubt, the parties agree that these obligations fall upon Licensee and the assistance of Letsgood will consist in providing cooperation, with consideration of adequacy of such cooperation and the nature of the performance hereof and within the framework of the Software's functionality.
10.16. Letsgood undertakes at the choice of Licensee and upon the termination of this Agreement to delete or return all Personal Data to Licensee after the end of the Agreement and delete existing copies unless applicable laws require storage of the Personal Data.
10.17. Letsgood undertakes to make available to Licensee all information necessary to demonstrate compliance of Letsgood with the obligations laid down in Article 28 of the GDPR and allow Licensee for audits, including inspections, conducted by Licensee or another auditor mandated by Licensee, and contribute to such audits by provision of assistance. Licensee undertakes to inform Letsgood of its intent to conduct an audit or inspection at least 30 days beforehand and limit such audits to once a year occurrence only. Costs of an audit or inspection (including those of Letsgood) shall be borne by Licensee exclusively, unless the parties agree otherwise in writing. Letsgood is entitled to refuse access to its systems, premises or data to third parties, unless they conclude a non-disclosure agreement with Letsgood, protecting Letsgood's data, know-how and copyrighted works adequately. Letsgood is entitled to substitute the audit cooperation with provision of a certificate of compliance with GDPR or by disclosing of results of Personal Data processing audit, provided such certificate or audit results are not older than 12 months and the certification or audit was carried out by an independent third party.
10.18. Letsgood undertakes to ensure that its employees and other persons authorised to process Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. In case of termination hereof, Letsgood, its employees and authorized persons are not relieved from confidentiality obligation related to processing of Personal Data. In such case, confidentiality obligation lasts also after the termination hereof, without prejudice to duration of relationship of respective persons towards Letsgood, in accordance with applicable laws.
10.19. With regard to clause 10.17 of the Terms, Letsgood shall immediately inform Licensee if, in its opinion, an instruction from Licensee infringes GDPR or other applicable data protection laws.
10.20. Licensee hereby provides Letsgood with a general authorization to engage another processor and empowers Letsgood to conclude on behalf of Licensee a contract on processing of Personal Data ("Contract on Processing of Personal Data by non-EEA-based subprocessor (another processor)") with other processors located outside the European Economic Area, provided such subprocessing is necessary under the sole discretion of Letsgood and on the condition the Contract on Processing of Personal Data by non-EEA-based subprocessor (another processor) template as set out in Annex No. 1 to the Terms is included in the agreement with the subprocessor. Letsgood undertakes to respect conditions for engaging another processor under Article 28 (2), (4) of the GDPR, namely impose on the subprocessor by way of contract the same data protection obligations as set out for Letsgood in Article 10 of the Terms. As of effective date of these Terms, Letsgood engages Amazon Web Services EMEA SARL 38 avenue John F. Kennedy, L-1855 Luxembourg, as subprocessor.
10.21. Letsgood undertakes to inform Licensee of any intended changes concerning the addition or replacement of subprocessors, thereby giving Licensee the opportunity to object to such changes.
11.1. Unless agreed otherwise in this Agreement, this Agreement may be terminated by each Party upon a written notice delivered to the other Party. For the purposes of this clause the notice of termination may be delivered via e-mail of the party without electronic signature. Licensee may terminate this Agreement by selecting and confirming "cancel subscription" in the Owner Account and/or cancelling the Owner Account completely by selecting and confirming "delete account".
11.2. Letsgood is entitled to delete the Owner Account which is inactive for more than ninety (90) days from its last activity, whereas by such deletion the Agreement concluded by registration of such Owner Account shall be considered terminated.
11.3. Letsgood may also terminate this Agreement with immediate effect in case Licensee breaches the Licence hereunder or in any other case as specified hereunder.
11.4. Upon the termination of effectiveness of the Agreement, Licensee shall be obliged to cease to use the Software and any other item in its possession derived from the Software.
11.5. Termination of this Agreement shall not impact the effectiveness of its provisions that due to their subject shall remain effective, in particular provisions on confidentiality and liability.
12. Final Provisions
12.1. Licensee's rights hereunder shall not pass to its/his/her legal successor.
12.2. Letsgood may change these Terms as well as price list containing the Licence Fee rate from time to time. In such case Letsgood shall notify Licensee of such change no later than fifteen (15) days before such change takes effect. In case Licensee does not agree with such change, Licensee may terminate this Agreement. If Licensee continues to use the Software after the effectiveness of such change, it is deemed that Licensee agrees with new version of these Terms and amendment of this Agreement.
12.3. Unless stated otherwise in this Agreement, it may only be amended by written amendments, signed by both parties. The parties expressly exclude possibility to enter into this Agreement or to amend it with an addendum or a variation which does not substantially alter the terms of an offer.
12.4. The parties hereby agree that the legal relationship created hereunder shall be governed by the law of the Czech Republic, especially the Civil Code and Copyright Act, without its rules of conflict of laws.
12.5. In case any term or phrase in these Terms allows various interpretations, it should be interpreted in accordance with purpose hereof. The parties explicitly exclude interpretation to the detriment of the person who used the term first.
12.6. The parties hereby expressly exclude use of any other commercial or licensing terms or business habits than these Terms in connection with the Software.
12.7. Unless agreed otherwise in the Agreement, any dispute arising in connection with the Agreement shall be finally decided by Czech courts.