SERVICE AND LICENSE AGREEMENT

BACKGROUND

The Customer is willing to obtain access to the Service offered by PTStudio. PTStudio is willing to provide such access rights to the Customer to subject the terms and conditions of this Agreement.

DEFINITIONS

"Customer" shall mean a person or a company that has purchased the PTStudio license or a number of PTStudio licenses for User(s).

“User” shall mean an identified person to whom the license is registered. You shall have only one user per one license.

“Intellectual Property Rights” shall mean copyrights and other similar rights and related rights (including database and catalogue rights), patents, utiliy models, trade marks, trade secrets, and know-how.

“Materials” shall mean the selection of materials available for the Customer in the Service.

“Service” shall mean the web-based service that PTStudio provides to allow Users to prepare training instructions for their clients.

ACCESS TO THE SERVICE

PTStudio grants to the Customer on and subject to the terms and conditions of this Agreement a limited, non-exclusive, non-transferable right to allow the Users to access the Service and to use the Service.

For avoidance of doubt, only identified Users to whom the license is registered shall be allowed to access and use the Service.

The rights granted herein shall not allow the Customer to allow its own clients to access or use the Service.

Each User will be granted its own user ID and password.

Customer has no right to sub-license, assign or transfer the rights granted to the Customer in this Agreement.

AVAILABILITY OF THE SERVICE

The Customer shall be responsible for acquiring of all equipment, software and data connections necessary to access the Service.

PTStudio aims to provide the Service on a continuous basis. PTStudio does not warrant the continued availability of the Service and it shall not be liable to compensate the Customer any downtime of the Service.

PTStudio has the right to interrupt the provision of the Service temporarily for maintenance of the Service. PTStudio strives to restrict and schedule the interruptions so that they do not cause unreasonable inconvenience to the User ́s or Customer’s activities.

CHANGES TO THE SERVICE

PTStudio may, from time to time, under its sole discretion, modify and update the Service provided that such changes do not materially change the functionality of the software or the Service.

RESPONSIBILITIES OF THE CUSTOMER

The Customer and the User shall be responsible for maintaining the secrecy and security of the Users’ IDs and passwords. The Customer and the User are fully responsible for all activities, transactions and other operations which are made through the Service by using the User IDs and passwords provided by PTStudio.

The Customer acknowledges that the Service is intended for assisting professional physiotherapist, other health professionals and professionals in fitness and sport industry in providing advice to their clients and is not intended to be used by non-competent persons. The Customer and the User acknowledges that it shall be solely responsible for any such advice, instructions or consultancy it provides to its clients, and in no case shall PTStudio be liable for error in such advice or for any damage incurred by Customer’s or User ́s client in any situations. The Customer shall indemnify and hold PTStudio liable for any such claims.

PRICES, FEES AND TERMS OF PAYMENT

The Customer shall pay an annual fee as agreed by the parties for the Service. PTStudio shall have the right to change any fee set out in this Agreement by notifying the Customer in writing at least thirty (30) days before the change taking effect.

All prices and fees in this Agreement are stated inclusive of income taxes, value-added taxes (VAT), sales or use taxes, duties and other charges by authorities when agreement is with a person client in European Union or with Finnish corporate client. If the agreement with PTStudio is with corporate client outside Finland or a person client outside European Unionall prices and fees in this Agreement will be stated exclusive of income taxes, value-added taxes (VAT), sales or use taxes, duties and other charges by authorities.

Any and all payments based on this agreement shall be in Euros, if not specifically stated otherwise. Interest shall be chargeable on any amounts overdue at the rate of fifteen (15) percent per annum.

SPONSORED PTSTUDIO

Sponsored version of PTStudio is free of charge for unlimited time. The Sponsor is justified to use customer's registration information.

INTELLECTUAL PROPERTY RIGHTS

All copyrights in and other Intellectual Property Rights to the Service and to the Materials are and shall at all times remain the sole and exclusive property of PTStudio. The Customer acknowledges that the development of the Materials has required substantial investment and work by PTStudio and the Materials forms the most valuable asset of PTStudio.

The Customer is granted a non-transferable license to download, print out and distribute individual copies of the Material for their own clients for the client’s own personal use. No other license to the Material is granted. The Materials may not be published or made available to the public in any way. The Material may not be used for any other purpose than for assisting individual or group of customers. For example, the Materials may not be utilised for training (whether external or internal), developing Customer’s own manuals or set of instructions for future reference.

The Customer shall retain the logos, trade names and trade marks affixed to the Material from time to time.

NO WARRANTIES

No warranty is given that the functions contained in the Service will meet Customer’s or User ́s requirements or the expectations of the clients of the Customer or User.

LIMITATION OF LIABILITY

The Parties shall not be liable for any indirect, special or consequential damages resulting from this Agreement. In no event shall PTStudio’s liability arising under this Agreement exceed the fees paid by the Customer hereunder in the previous twelve (12) month period.

CONTRACT CHANGES

PTStudio is entitled to change the terms of the agreements by notifying the Customer thereof with a notice period of thirty (30) days. The notification can be made by making the new terms available for the Customer . In case the Customer does not accept the new terms, the Customer has a right to terminate the agreement as set out in section 13.

TERM AND TERMINATION

This Agreement shall be in force for twelve (12) months’ contractual terms at the time, and shall not be renewed automatically.

Either party is entitled to terminate this agreement with immediate effect in case the other party is in material breach of the Agreement which remains unremedied (if remediable) for a period of 14 days from a notice served by the non-breaching party to the other party.

HANDLING OF PERSONAL DATA

PTStudio may collect and use personal data in order to provide the service. All personal data processing is subject to applicable data protection legislation.

PTStudio must take appropriate technical and organizational measures to protect personal data against unauthorized access and accidental or unlawful processing. When implementing security measures, PTStudio takes into account the latest technology and implementation costs, the nature, scope, context and purpose of processing, and the risks associated with the processing of personal data under the agreement. PTStudio must ensure that persons who have the right to process personal data are bound by the obligation of professional secrecy.

PTStudio has the right to use subcontractors to implement the Service and to process personal data. PTStudio is responsible for providing such subcontractors with obligations under the Agreement with regard to the processing of personal data and informing the Customer about the subcontractors of PTS and their modifications. The Customer has the right to object to changes in subcontractors by terminating the Service in writing at least one (1) month before the change takes effect. Subcontractors dealing with personal data used by PTStudio at this time are Linkapart.com and Mailgun.com. PTStudio does not transfer the Customer's personal data outside the European Economic Area without the enforcement of data protection mechanisms.

PTStudio assists the Customer in compliance with the applicable data protection legislation obligations, including in responding to requests made by registered and supervisory authorities under the data protection legislation. The customer is liable to compensate PTStudio for reasonable costs and expenses. The customer must make the requests in writing.

PTStudio provides the Customer with the reasonable information necessary to demonstrate compliance with the Privacy Policy. PTStudio allows audits by a Customer or Customer authorized by the auditor, who is not a PTStudio competitor and who commits to a standard confidentiality agreement, to participate in them in a reasonable manner. The customer must notify the audit at least 21 days in advance. The customer is responsible for the costs and expenses of the audit.

The nature of the processing of personal data by PTStudio on behalf of its Customers, purpose and meaning of the Service provided is a Computer Program in accordance with the Agreement. Types of personal data processed under the agreement are the person's contact details. Processing of personal data is, in principle, terminated at the end of the Agreement.

OTHER TERMS

PTStudio strives to back up the Service and the information contained therein to the best of its ability. Upon termination of the agreement or at the written request of the Customer, the PTS shall either remove or return the personal data processed to the Customer. At the end of the agreement, the PTStudio will delete the data. Each contract party undertakes maintain the confidentiality the other party’s received knowledge of trade secrets and any other confidential information.

DISPUTE RESOLUTION

Any dispute, controversy or claim arising out of or relating to this Agreement or any breach, termination or invalidity thereof shall be settled in the district court of Helsinki. This Agreement shall be governed by the laws of Finland