Saidot Terms of Service

These Saidot Terms of Service (“Terms of Service”) apply to the Saidot platform available at saidot.ai, including, but not limited to, all content, Saidot Documentation, databases, professional services, AI registers provided by Saidot, as well as other features and capabilities offered as part of the Saidot platform (the “Services”).

By accessing, browsing, or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service. Acceptance of these Terms of Service constitutes a binding agreement by and between Saidot Ltd (“Saidot”)and the entity or person placing an order for or accessing any Services (“Customer” or “you”). If you accept these Terms of Service on behalf of a company or other legal entity, you represent that you are authorised to bind that legal entity to this agreement. All references to “you”, “your”, and “customer” refer to the person accepting the Terms of Service as an individual or the legal entity for which the representative is acting on behalf. Saidot may make modifications, deletions, or additions to these Terms of Services. The most up-to-date version of the Terms of Service can be viewed here. Continued use of the Services following any change constitutes your acceptance of the change. If you do not accept these terms in full, you must not use the Services.

This Agreement is effective on the earliest of (i) the date Customer signs up to the Services(as defined below); (ii) Customer entering into an Order Form or another similar separate agreement with Saidot referencing or otherwise incorporating this Agreement; or (iii) Customer’s use of the Services (the “Effective Date”).

BY INDICATINGYOUR ACCEPTANCE OF THESE TERMS OF SERVICE OR ACCESSING OR USING ANY SERVICES,YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED HEREIN. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THESE TERMS OF SERVICE ARE LEGALLY BINDING UPON IT. PLEASE READ THEM CAREFULLY.

1.     Services

1.1. The “Services” refer to the products and services that are provided and made available to Customer by Saidot, whether provided as free trial services or as paid services. Services cover all content, Saidot documentation, databases, professional services, AI registers provided by Saidot, as well as other features and capabilities offered as part of Saidot platform. Services may include templates, questionnaires, application programming interfaces (APIs),designs, and algorithms/use of algorithms. Services exclude any services or products provided by third parties, even if Customer has connected those services or products to the Services. Any updates, enhancements, new features, and/or the addition of any new Web properties to Services are subject to these Terms of Service.

2.    Definitions

“API” means any application programming interface made available by Saidot to Customer.

“Authorised Users” means Customer, its employees, consultants, or contractors.

“Customer Content” means any data, applications, files, materials, or information submitted by or on behalf of Customer or its Authorised Users to: (a) the Services; or (b) Saidot, in the course of performing any other services, Professional Services, Support, and other services set out in Order Form or another separate agreement with Saidot and the Customer.

“Intellectual Property Rights” means all intellectual property rights throughout the world.

“Order Form” means the signed order form between Saidot and Customer referencing these Terms of Service. The Order Form can be a form or a contract document.

“Paid Subscription” shall have a meaning given to it in Section 4.2.

“Professional Services” means the professional services provided by Saidot, which may include installation, activation, configuration, integration, optimisation, assessment, training, consulting services or other professional services.

“Saidot Documentation” means the user guides, templates, implementation guides, reports, forms, written release notes and any other technical documentation accessible through saidot.ai, including the Services, or shared by Saidot to Customer.

“Subscription Term” means, collectively, the initial term of Customer’s subscription to the Service, as specified in the Order Form or other separate agreement between Saidot and Customer, and each subsequent renewal period.

“Support” means the support services related to the Customer’s subscription set out in the Order Form or other separate agreement between Saidot and the Customer.

“Trial Subscription” shall have a meaning given to it in Section4.2.

“Upgrades” means the new releases for the Saidot platform, including upgrades, features, fixes, or patches.

3.     Provision of Services

3.1. License During the Subscription Term, Saidot provides the Customer with a limited, non-sublicensable, non-transferable, non-exclusive right to access and use the Services, as further specified in service agreements.

3.2. Equipment to access Services: Customer shall be responsible for obtaining and maintaining all hardware, software, and other equipment needed for access to and use of the Services and all charges related thereto.

3.3. Restrictions: Customer shall not: (a) provide access to the Services or sublicense, rent, or lease it to any third party or otherwise permit a third party to use or benefit from the Services other than as allowed by the features and functionality of the Services; (b) use the Services in violation of applicable laws or in a manner that is unethical; (c) use Services to provide, or incorporate Services into, any product or service provided to a third party, unless separately agreed by Saidot and Customer; (d) copy or modify Services or any related material, except to the extent expressly permitted by these Terms of Service, unless separately agreed by Saidot and Customer; (e) copy, modify, or reverse engineer the Services or otherwise discover the underlying source code, non-public APIs, structure, or technical information of the Services except to the extent expressly permitted by applicable law (and then only upon advance notice to Saidot); (f) disrupt, interfere with, or gain unauthorised access to the Services; (g) use any crawler, spider, data scraping, or extraction tool or similar mechanism with respect to the Services; (h) access, store, or transmit any spam, viruses, or any other material that is unlawful, unethical, abusive, harmful, or obscene;(i) use the Services to try to gain unauthorised access to any service, device, data, account or network; or (j) use Services in a manner or submit Customer Content that violates third-party Intellectual Property Rights.  

3.4. Accounts: Customer may access and use the Services solely for its own benefit and in accordance with the terms and conditions of these Terms of Service and any use restriction designated in the applicable Order Form or another similar separate agreement that the Customer has entered into withSaidot. Where Customer is given API keys or passwords to access the Services, Customer will require that Authorised Users on its account keep API keys, user ID, and password information strictly confidential and not share such information with any unauthorised persons. User IDs are granted to individual, named persons and may not be shared.

3.5. Responsibility: Except to the extent caused by a breach of the Terms by Saidot, Customer is responsible for: (a) all use and misuse of the Services by Authorised Users’ and for their compliance with the Terms of Service; (b)all activity occurring under Customer’s user accounts; and (c) Customer Content, and shall hold Saidot harmless and indemnify them from and against all losses, damaged, liabilities, costs (including legal fees) and expenses arising out of or relating to claims, actions, suits, or proceedings related to Customer Content.

3.6. Limitation: Saidot may change, suspend, or discontinue any aspect or feature of the Services at any time, including the availability of any feature, content, and equipment needed for access or use for scheduled or emergency maintenance. Saidot shall have the right to impose limits on certain features and services or restrict access to parts or all of the Services where Saidot believes that Customer's usage is in breach of these Terms of Service or may negatively affect the Services (or otherwise impose liability on Saidot).

3.7. Upgrades: Saidot may issue Upgrades which will be provided at no additional charge and will be automatically available. Customer consents to such automatic upgrading and agrees that its purchase of the Services is not contingent upon the delivery of any future functionality or features. Saidot may share roadmaps, plans or other information regarding future development of the Services, but these are always indicative, and Saidot does not commit to changes in Services, or any timelines related to changes in Services.

4.    Subscription and Subscription Terms

4.1. In order to gain access to and use Services, Customer must complete a registration process by providing Saidot with current, complete, and accurate information in the applicable Order Form. The Order Form can be a form or a contract document.

4.2. The Services are provided on a subscription basis for a set term designated in the Order Form (each, a “Subscription Term”). Customer must obtain one or more of the following subscriptions to the Services:

Paid Subscription: The Paid Subscription includes a service subscription to access and use the Services.

Trial Subscription: Saidot may, in certain circumstances and at its sole discretion, make available to Customer parts or all of the Services on a trial basis. Any Services that Saidot makes available to Customer on a trial basis and at no additional cost are provided under Trial Subscription. Trial Subscription is a limited trial service where the number of users, platform features, and registered AI systems per organisation (account) may be limited. Saidot will make such Trial Subscription available, until the earlier of: (a) the start date of the Paid Subscription for the Services; or (b) termination of the Trial Subscription by Saidot in its sole discretion.

4.3. The initial Subscription Term for the Service shall be as stated in the Order Form other separate agreement between Saidot and Customer. Unless otherwise specified on the applicable Order Form, Subscription Term of Paid Subscription will automatically renew for additional six (6) month periods unless either party gives the other written notice of termination at least thirty (30) days prior to expiration of the then-current Subscription Term.

5.    Fees and Payment

5.1. The prices for the Services and subscriptions shall be agreed between Saidot and the Customer separately by using Order Form or otherwise in writing.

5.2. Saidot will invoice Customer for any fees payable by Customer.

5.3. If Customer believes that Saidot has charged Customer incorrectly, Customer must contact Saidot no later than thirty (30) days after having been charged by Saidot. In the event of a dispute, Customer will pay any disputed amounts in accordance with the applicable payment terms, and the parties will discuss the disputed amounts in good faith in order to resolve the dispute, subject to Section 13.2.

5.4. If Customer's account is thirty (30) days or more overdue, in addition to any of its other rights or remedies (including but not limited to any termination rights set forth herein), Saidot reserves the right to suspend Customer's access to the applicable Services without liability to Customer until such amounts are paid in full. Saidot also reserves the right to suspend Customer's access to Services without liability to Customer if Customer's use of Services is in violation of these Terms of Service.

5.5. Saidot may change or impose new conditions and additional fees or charges for use of the Services. Unless otherwise specified by Saidot, changes become effective for Customer upon renewal of Customer's current Subscription Term or entry into a new Order Form. Saidot will use reasonable efforts to notify Customer of the changes through communications via Customer's account, email or other means.

6.     Limited Warranty and Warranty Disclaimer

6.1. Saidot warrants, for Customer's benefit only, that the Services will operate in substantial conformity with these Terms of Service. Saidot's sole liability (and Customer's sole and exclusive remedy) for any breach of this warranty will be, at no charge to Customer, for Saidot to use commercially reasonable efforts to correct the non-conformity reported by Customer in writing, or if Saidot determines such remedy to be impracticable, either party may terminate the applicable Subscription Term and Customer will receive as its sole remedy are fund of any fees Customer has pre-paid for use of such Services for the terminated portion of the applicable Subscription Term. The warranty set forth in this Section 6.1 will not apply: (a) unless Customer makes a claim within thirty (30) days of the date on which Customer first noticed the non-conformity; or (b) if the error was caused by Customers failure to use the Services in accordance with these Terms of Service, misuse, unauthorised modifications, or third-party hardware, software or services.

6.2. EXCEPT FOR THE LIMITEDWARRANTY IN SECTION 6.1, SERVICES ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PURPOSE, TITLE AND NON-INFRINGEMENT, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION OR MODIFICATION UNDER THE LAWS APPLICABLE TO THESE TERMS OF SERVICE. SAIDOT SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS, THIRD-PARTY PLATFORMS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF SAIDOT.

6.3. CUSTOMER EXPRESSLY AGREES THAT USE OF SERVICES IS AT CUSTOMER'S SOLE RISK. NEITHER SAIDOT, ITS AFFILIATES NOR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD PARTY CONTENT PROVIDERS OR LICENSORS WARRANT THAT ACCESS TO SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION OR MATERIALS PROVIDED AS PART THEREOF. FURTHER, SAIDOT DOES NOT WARRANT THAT IT WILL REVIEW ANY CUSTOMER CONTENT STORED ON THE SAIDOT PLATFORM FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN ANY CUSTOMER CONTENT WITHOUT LOSS OR CORRUPTION.

6.4. Each party is responsible for its own compliance with applicable laws. The Services or information provided by Saidot is not intended to constitute legal advice and should not be construed as such. All content, information, materials, products, features on the Services and information provided by Saidot are provided for general informational purposes only.

6.5. Saidot shall not be responsible for any Authorised Users’ use of third-party systems or software accessed from the Services.

6.6. The Services may contain hyperlinks to other websites and databases, the content of which have not been created or vetted by Saidot, and which are provided on an “as-is” and “as-available” basis.

7.     Limitation of Liability

7.1. IN NO EVENT SHALL SAIDOT, OR ANY PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING SERVICES, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA, CUSTOMER CONTENT, OR PROFITS, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING OUT OF OR ABOUT THE USE OF OR INABILITY TO USE ANY SERVICES, OR USE OR PERFORMANCE OF INFORMATION AVAILABLE THROUGH OR FROM SERVICES.

7.2. THIS DISCLAIMER OF LIABILITY APPLIES TO ANY DAMAGES OR INJURY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATION LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORISED ACCESS TO, ALTERATION OF, OR USE OF RECORD, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION.

7.3. SAIDOT'S AND ITS SUPPLIERS' ENTIRE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO SERVICES SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO SAIDOT DURING THE PRECEDING SIX (6) MONTH PERIOD.

7.4. NOTWITHSTANDING THE FOREGOING, THE USE OF TRIAL SUBSCRIPTION SHALL BE AT THE SOLE RESPONSIBILITY OF CUSTOMER AND SAIDOT GIVES NO WARRANTIES OR ACCEPTS LIABILITY ON THE AVAILABILITY, PERFORMANCE OR USE OF SERVICES UNDER THE TRIAL SUBSCRIPTION TOWARDS CUSTOMER OR ANY THIRD PARTY.

8.     Confidentiality

8.1. A Party (the “Receiver”) may receive Confidential Information of the other Party (the “Discloser”). The Receiver will protect the confidentiality of Confidential Information by using the same level of care and discretion that the Receiver uses with respect to its own confidential information, which shall in no case be less than reasonable care.

8.2. The Parties shall not use any Confidential Information of the Discloser for any purpose outside the Agreement. The Receiver shall not disclose Confidential Information of the Discloser to any person other than its Authorised Users who have a need to know that confidential information (where Customer is the Receiver), or subprocessors or subcontractors used by Saidot (where Saidot is the Receiver), provided that the Receiver remains responsible for such persons’ compliance with Receiver’s confidentiality obligations under this Agreement.

8.3. Notwithstanding the foregoing, either Party may disclose Confidential Information to a government authority where the disclosure is required by law, provided that: (a) the Receiver provides to the Discloser prior notice to enable the Discloser an opportunity to obtain a protective order, if such notice is permitted by law; or (b) the disclosure is necessary to exercise its rights or perform its obligations in this Agreement.

9.     Data Protection and Security

9.1. For information on the collection and processing of personal data as part of the Services, please refer to Saidot’s Privacy Policy.

9.2. Customer will be responsible for any and all actions taken using Customer's accounts and passwords. If any Authorised User who has access to a user ID of Customer is no longer an employee or personnel of Customer, then Customer will immediately delete such user ID and otherwise terminate such Authorised User's access to Services. Customer agrees to notify Saidot immediately of any unauthorised use of Customer’s account or any other breach of security.

9.3. Saidot will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Content. Those measures will include but will not be limited to measures designed to prevent unauthorised access, use, alteration or disclosure of any Services or Customer Content. However, Saidot will have no responsibility for errors in transmission, unauthorised third-party accessor other causes beyond Saidot's control.

10.  Intellectual Property

10.1. Customer acknowledges that it is obtaining only a limited right to Services and that irrespective of any possible use of the words «purchase», «sale» or like terms in any documentation or material related to Services, no Intellectual Property Rights or ownership rights to the Services or any part thereof are being conveyed to Customer. Customer agrees that Saidot or its suppliers retain all Intellectual Property Rights, including but not limited to, right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Services and any and all related and underlying technology and documentation as well as any modifications or improvements of any of the foregoing (collectively, “Saidot Technology”). Except as expressly set forth in these Terms of Service, no rights in any Saidot Technology are granted to Customer. Customer acknowledges that Services are offered as anon-line, hosted solution, and that Customer has no right to obtain a copy of any of Services.

10.2. Customer may utilise the Services to create Customer specific customisation of certain parts of the Services for which Saidot has enabled customisation. Such customised parts of the Services shall be considered derivative works of Services (collectively, “Derivative Works”).Customer hereby grants Saidot, a royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such Derivative Works (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material, provided, however, that the rights granted by Customer hereby do not extend to use of Customer’s name, trademark, or other proprietary information of Customer. Customer guarantees that Saidot is allowed to use Derivative Works without the names of their authors’ and/or right holders, including Customer’s name.

10.3. Saidot shall be the sole owner of any newly developed Intellectual Property Rights related in any way to the Services. The Customer hereby assigns to Saidot any of these newly developed Intellectual Property Rights that result from Customer’s feedback, requests, or ideas.

10.4. Customer Content shall remain the property of the Customer. Customer grants to Saidot: (a) non-exclusive, perpetual, irrevocable, worldwide license to exploit the Customer’s feedback, requests, or ideas in any manner; and(b) a worldwide and non-exclusive license to use the Customer Content in order to provide, maintain, improve, or optimise use of the Services and otherwise perform its obligations under the Agreement.

11.  Indemnity

11.1. Customer agrees to defend, indemnify and hold harmless Saidot, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys' fees, arising out of a breach or alleged breach by Customer of these Terms of Service.

12. Term and Termination

12.1. These Terms of Service are effective as of the start date of any applicable Subscription Term and expire on the date of expiration or termination of all Subscription Terms.

12.2. Either party may terminate Services (including all related Order Forms) if the other party: (a) fails to cure any material breach of these Terms of Service (including a failure to pay fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors' arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).

12.3. Upon any expiration or termination of Services, Customer will immediately cease any and all use of and access to all Services (including any and all related Saidot Technology) and delete (or, at Saidot's request, return) any and all copies of material delivered to Customer as part of the Services. Provided that termination was not due to Customer's breach, Customer may retain and use solely for its own benefit information, such as metadata of Customer's registered systems, exported from the Services within sixty (60) days after such expiration or termination. Customer acknowledges that following termination it will have no further access to any customer data stored on the Saidot platform, and that Saidot may delete any such data as may have been stored by Customer on the Saidot platform at any time. Except where an exclusive remedy is specified, the exercise of either party of any remedy under these Terms of Service, including termination, will be without prejudice to any other remedies it may have under these Terms of Service, by law or otherwise.

12.4. The following Sections (including any Subsections thereof) of these Terms of Service will survive, as applicable, any expiration or termination of this agreement: 3. (Provision of Services), 5. (Fees and Payment), 6. (Limited Warranty and Warranty Disclaimer), 7. (Limitation of Liability), 8. (Confidentiality), 10. (Intellectual Property), 11. (Indemnity), 12. (Term and Termination), 13. (Applicable Law and Dispute Resolution), 14. (Miscellaneous).

13. Applicable Law and Dispute Resolution

13.1. These Terms of Service shall be construed and interpreted in accordance with the laws of Finland, without regard to its conflict of laws rules.

13.2. In the event of any dispute, claim, question, or disagreement arising from or relating to these Terms of Service, whether arising in contract, tort or otherwise, (“Dispute”), the parties shall first use their best efforts to resolve the Dispute. If a Dispute arises, the complaining party shall provide written notice to the other party in a document specifically titled "Initial Notice of Dispute, "specifically setting forth the precise nature of the dispute ("Initial Notice of Dispute").

If an Initial Notice of Dispute is being sent to Saidot it must be emailed to legal@saidot.ai and sent via mail to:

Attn: Legal Department
Saidot Ltd (Saidot Oy)
Lapinlahdenkatu 16
00180 Helsinki, Finland

Following receipt of the Initial Notice of Dispute, the parties shall consult and negotiate with each other in good faith and, recognising their mutual interest, attempt to reach a just and equitable solution of the Dispute that is satisfactory to both parties. If the parties are unable to reach a resolution of the Dispute through the above-described process within thirty (30) days of the receipt of the Initial Notice of Dispute, then the Dispute shall subsequently be subject to the exclusive jurisdiction of the District Court of Helsinki, Finland.

14.  Miscellaneous

14.1. Force Majeure. Neither party will be responsible for any failure or delay in performance due to circumstances beyond its reasonable control, including, without limitation, strikes, industrial disputes, acts of God, war, riot, civil commotion, embargoes, acts of civil or military authorities, fire, floods, accidents, service outages resulting from equipment and/or software failure and/or telecommunications failures, power failures, network failures, failures of third party service providers (including providers of internet services and telecommunications). The affected Party will notify the other Party of such event and resume performance as soon as possible.

14.2. Waivers.  No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

14.3. Headings. The section headings used herein are for convenience only and shall not affect the interpretation or construction of these Terms of Service.

14.4. Disclosure.  Saidot reserves the right to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental request.

14.5. Assignment.  These Terms of Service will bind and inure to the benefit of each party's permitted successors and assigns. Neither party may assign this agreement without the advance written consent of the other party, except that either party may assign this agreement in connection with a merger, reorganisation, acquisition or other transfer of all or substantially all of such party's assets or voting securities. Any attempt to transfer or assign this agreement except as expressly authorised under this Section 14.5 will be null and void.

14.6. Severability.  If any provision of these Terms of Service will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that these Terms of Service will otherwise remain in effect.

14.7. Notices. Any notice or communication required or permitted under these Terms of Service will be in writing to the parties at the addresses set forth on the Order Form or at such other address as may be given in writing by either party to the other in accordance with this Section and will be deemed to have been received by the addressee (a) if given by hand, immediately upon receipt; (b) if given by overnight courier service, the first business day following dispatch, or (c) if given by registered or certified mail, postage prepaid and return receipt requested, the third business day after such notice is deposited in the mail.