Terms of the Agreement

Note: For E-Glas d.o.o. we differ between two addresses:

Office & Mailing Address: Rubeši 18B, 51215 Kastav, Croatia, European Union

Headquarters: Ratka Petrovića 54, 51000 Rijeka, Croatia, European Union

This Kokolingo SaaS (Software as a Service) Agreement (hereinafter referred to as “Agreement”) is entered into between

E-Glas d.o.o., Ratka Petrovića 54, 51000 Rijeka, Croatia, European Union, VAT No. HR 01085855307 (hereinafter referred to as “Company”) as owner of Kokolingo software for online practicing of speech disorders that is being used as the SaaS and provider of related professional services (hereinafter referred to as “Platform”) and Customer, as of Effective Date.

Customer is exclusively an adult with whose full consent and responsibility (with all provisions of Agreement) and under whose supervision the service to a minor (person under the age of full legal responsibility) user is provided.

These Terms and Conditions, together with Order Form entered between Customer and Company (or their respective Affiliates), constitute the “Agreement” between the parties.

The Customer wishes to obtain access to the SaaS Services from the Company, which the Company agrees to provide as per the terms of Agreement.

1. Platform (Kokolingo software and services)

Purpose: Company agrees to provide Platform with Agreement to Customer.

Platform consists of a subset or all of the following, based on the subscription model selected by Customer:

i. Access to Kokolingo software, available at app.us.kokolingo.com, app.kokolingo.co.uk or app.kokolingo.hr, depending of market
ii. Software maintenance
iii. Technical support
iv. Speech disorder therapy support
v. Training-the-trainers support
vi. Webinars, seminars, conferences, workshops and events
vii. Information support through emails, newsletter, blog and web articles
viii. Other services related to the optimal use of Kokolingo software.

If Customer is a parent or a guardian of a minor, the use of Platform shall exclusively be for personal use to benefit the minor. In that case, Customer is considered to be Authorized User.

If Customer is an organization or a speech disorder therapist, the use of Platform is exclusively for managing and providing service to their own customers who are then considered to be Authorized Users. The number of such Authorized Users per Customer shall not exceed the number specified by the subscription model for organizations or speech disorder therapists.

Customer has the right to use Platform for the subscription term tied to selected subscription model, if the fee has been paid for the subscription model to Company in full.

Changes to Platform: Company may, in its sole discretion, make any changes to any Platform that it deems necessary or useful to:

1. Maintain or enhance:
i. The quality or delivery of the Company’s products or services to its customers.
ii. The competitive strength of, or market for, the Company’s products or services.
iii. Platform’s cost efficiency or performance.

2. Comply with applicable law.

2. Platform Access and Authorized User

Authorized User: Authorized User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User, but may be reassigned to new Authorized User with Company’s permission.

Authorized User Conditions to Use:

As a condition to access and use of a Platform

i. Each Authorized User shall agree to abide by the terms of the Company’s end-user terms of use which it may adopt from time to time.
ii. Customers shall agree to abide by the terms of Agreement, or a subset thereof.
iii. Customers shall immediately notify the Company of any violation of the terms of any of the foregoing by any Authorized User upon becoming aware of such violation.

Account Responsibility:

Customer shall be responsible for:

i. All uses of any account that Customer has access to, whether or not the Customer has authorized the particular use or user, and regardless of Customer’s knowledge of such use. ii. Securing the account and passwords.

The Company shall not be responsible for any loss of information due to any irresponsible act such as loss of the password by Authorized User.

3. Confidentiality

All confidential information that is communicated to and obtained by the Company from the Customer in connection with providing Platform shall be held by the Company in full trust. At no time the Company shall use any confidential information obtained through conducting this Agreement either directly or indirectly, for personal benefit, or disclose or communicate such information in any manner.

4. Proprietary Rights

Ownership: Company (and/or its licensors) is the sole and exclusive owner of all rights, title and interest in and to Platform and Company reserves all rights, title and interest in and to the stated services not expressly granted under the Agreement. No ownership right is conveyed to Customer, irrespective of the use of terms such as “purchase” or “sale” in any Order Form. The Company shall own and retain all rights, title, and interest in:

i. Any kind of software, applications, inventions, services or other technology developed in connection with the Platform;
ii. All intellectual property and proprietary rights in and related to any of the foregoing subscription models.

Customer Data: Customer hereby grants the Company a non-exclusive, transferable, sublicensable, worldwide, and royalty-free license to use and otherwise exploit Customer (as well as Customer’s Authorized Users’) data to provide the Platform to Customer hereunder and as necessary or useful to monitor and improve Platform during and after Agreement period. To avoid any doubt, the Company shall use, reproduce and disclose Platform, information, data, and material that is anonymized, de-identified, or otherwise rendered not reasonably associated or linked to Customer, all of which information, data, and material, shall be owned by Company.

Intellectual Property: The Company shall retain all the subscription models, including all documentation, modifications, improvements, upgrades, derivative works, and all other Intellectual Property rights in connection with Platform, including the Company's name, logos and trademarks reproduced through Platform.

5. Payment Terms, Fees

The Customer shall pay the Company the then-applicable fees described in an Order Form, in accordance with the terms set forth therein (“Fees”).

i. Free Trial: If Customer has registered for a trial use of Platform, Customer may access Platform for the free trial period specified by Company. Access to Platform during this period are free on offered plan.
ii. Fees: The Client agrees to pay all fees or charges to its account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable as a consideration for the provided Platform. If Customer does not pay the amounts due within 7 days of the due date, Company may suspend or terminate Platform, or both.
iii. Term and Renewal: Platform is valid for the subscription term described in the Order Form from Effective Date. At the end of the subscription term or after the expiration of the free trial period, Customer will be contacted by Company with a subscription renewal offer. However, Customer does not need to renew nor pay any fee unless Customer wishes to renew the subscription.
iv. Customer choses to pay the subscription from month to month or in advance for three, six or nine months, receiving 5%, 10% and 15% discount respectively. Company will automatically generate an invoice or bill the Customer’s credit or debit card.
v. Refunds: A refund is possible for the Customer’s last payment. For example, if Customer has paid subscription in advance for 6 months and is not satisfied with Platform, after contacting Company, it shall refund the full amount that Customer has paid with the last payment to Company. The deadline for requesting a refund is 30 days from the date of payment.
vi. Upgrade/Downgrade: For any upgrade or downgrade in subscription model, Customer will automatically be charged the new rate on the next billing cycle within the same subscription term.
vii. Payment by Credit or Debit Card: If Customer is paying by credit or debit card, Customer authorizes Company to charge credit or debit card or bank account for all fees payable at the beginning of the subscription term and any renewal subscription term(s), including upgrades. Customer further authorizes Company to use a third party to process payments, and consent to the disclosure of payment information to such third party.
viii. Payment by Invoice: If Customer is paying by invoice, Company will invoice Customer at the beginning of the subscription term and at the beginning of each subsequent billing term through email. All amounts invoiced are due and payable within seven (7) days from the date of the invoice.

6. Software service level commitment, Communications

i. Technical Support: Technical support is included in the fee and available to Customer and its Authorized Users. Live chat and email support is available from 8 am to 11 pm Eastern Standard Time (EST), Monday through Saturday, excluding US national holidays.

ii. Communications: By creating a user account on Platform, Authorized User shall receive emails or postal letters as part of the selected subscription model. Customer shall also be asked to subscribe to newsletters, marketing or promotional materials and other information Company may send. Customer may opt in or opt out of receiving any, or all, of these communications from Company by following the subscribe/unsubscribe link or instructions provided in email.

7. Termination

i. Customer may terminate Agreement for any reason ant any given moment.
ii. The Company may terminate agreement with immediate effect by delivering notice of the termination to the Customer if the Customer fails to pay the invoice amount on time.

8. Indemnification

Company and Customer each agree to indemnify and hold harmless the other party, its respective affiliates, employees, and permitted successors and assigns against any losses, claims, damages, penalties, liabilities, punitive damages, expenses, reasonable legal fees of whatsoever kind or amount, which result from the negligence of or breach of Agreement by the indemnifying party, its respective affiliate or successors and any assign that occurs in connection with Agreement. This section remains in full force and effect even after the termination of Agreement.

9. Limitation of Liability, Disclaimer

To the maximum extent permitted by applicable law, in no event will Company (nor any of its agents, affiliates, licensors or suppliers) be liable for any indirect, punitive, incidental, special, or consequential damages, or cost of procurement of substitute goods, services or technology, arising out of or in any way connected with the use of Platform or anything provided in connection with Agreement.

Customer shall be aware that the Platform cannot replace medical and professional services, nor it is guaranteed that Platform will be effective, unharmful or able to resolve issues of users with speech disorders.

Customer shall also be aware that Platform may not be uninterrupted or error-free.

To the maximum extent permitted by applicable law, in no event will Company’s total liability under Agreement (including all Order Forms), whether based in Agreement, tort (including negligence or strict liability), or otherwise, exceed, in the aggregate, the fees paid to company hereunder in the twelve (12) month period ending on the date of the first event giving rise to liability under Agreement.

Disclaimer. Company makes no representations or warranties, express or implied, and Platform is provided “AS IS.”

Company hereby disclaims all other warranties, including but not limited to any:

i. implied warranty of merchantability or fitness for a particular purpose or non-infringement;
ii. implied warranty arising from course of performance, course of dealing, or usage of trade.

Customer acknowledges that Company does not control the transfer or transmission of data over communications facilities, including the internet, and that the services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.

10. Miscellaneous

i. Assignability: Neither party may assign Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which shall not be unreasonably withheld.
ii. Notices: Any notice required to be given to the Customer shall be delivered by certified email or postal address.
iii. Force Majeure: Neither party shall be liable for any failure in performance of the obligation under Agreement due to cause beyond that party’s reasonable control (including and not limited to any pandemic, fire, strike, act or order of public authority, and other acts of God) during the pendency of such event.
iv. Modification: No modification of Agreement shall be made unless in writing, signed by both parties.
v. Severability: If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, all other terms will remain in full force and effect until the Agreement termination.
vi. Governing Law and Jurisdiction: Agreement shall be governed by the laws of the Republic of Croatia (EU). If the disputes under Agreement cannot be resolved by Arbitration, they shall be resolved by litigation in the courts of the Republic of Croatia including the federal courts therein, and the parties all consent to the jurisdiction of such courts, agree to accept service of process by mail and hereby waive any jurisdictional or venue defences otherwise available to it.
vii. Legal and Binding Agreement: Agreement is legal and binding between the parties as stated above. The parties each represent that they have the authority to enter into Agreement.
viii. Entire Agreement: Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements and contracts between the parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to Agreement. Agreement shall take precedence over any other documents which may conflict with Agreement.

Effective Date: 11/19/2024