Software as a service agreement
Updated:
October 3, 2023
Software as a Service agreement is concluded by and between SIA ATOM Tech, registration number: 40203185808, address: Aldaru iela 10-4, LV-1050, Riga, Latvia (the ”ATOM”) and the Licensee (the “Licensee”) who has agreed to be bound by this Agreement (“Agreement”).
SIA ATOM Tech and Licensee both collectively also referred to as the Parties, each separately – Party,
Whereas:
(a) The ATOM develops software for the mobility and transportation industries (“ATOM App”).
(b) The Licensee needs a software concept to be used under its own brand, which is copying the existing concept of the ATOM App unless agreed otherwise by the Parties by making customised characteristics.
The ATOM will provide the software concept “ATOM App” and its service in accordance with the following terms and conditions:
1. The subject matter of this Agreement
1.1. The subject matter of the Agreement is Software as a Service (SaaS) – a software delivery model in which “ATOM app” software (the “Platform”) is delivered on a subscription basis to the Licensee and is centrally hosted, without permission to use ATOM brand name.
1.2. The Platform shall correspond to the specifications stipulated under Appendix 2 to this Agreement. Appendix 2 is an integral part of this Agreement.
1.3. The Licensee acknowledges that for the use of the Platform according to this Agreement, third-party software (including plugins and API-s) and services .g. payments services, maps are required. Third-party software and services are developed and distributed by third parties, and ATOM bears no responsibility or liability over the functioning of such software, including any errors or damages caused by such third-party software and services.
1.4. The Platform is and remains the property of the ATOM (including copyright concerning the source and binary code; software, design, applications, databases, trademark concerning the branding; guidelines). The Licensee is not acquiring intellectual property rights or any kind of property as a result of this Agreement, but solely the right to use the Platform in accordance with this Agreement. Licensee does not have the right to change or, in any way, modify the Platform.
1.5. The Platform provided under this Agreement does not include transfer or access to the source code of the software. The Licensee acknowledges that the source code is and remains ATOM´s trade secret and intellectual property.
2. Platform
2.1. The Licensee acquires the plain right to use the Platform subject according to this Agreement for its business purposes in its own vehicle sharing Platform, operating under the Licensee’s own brand.
2.2. The subscription right under this Agreement is provided without permission to edit, sublicense or distribute the Platform.
2.3. During the deployment of the Platform, the Licensee undertakes to refer to ATOM as a provider of the Platform. Likewise, the ATOM can use Licensee’s business name and branding as a reference.
2.4. The Licensee acknowledges and agrees to the specifications provided by the ATOM at the date of signature. Adaptations, modifications and improvements are provided by the ATOM only as far as mentioned in Appendix 2.
2.5. Plain shortcomings of the Platform must be noticed by the Licensee at the latest two weeks after discovering the shortcomings. The notice has to include a comprehensible description of the defect. If no notice is provided within the period stipulated herein, it shall be considered the License subject has no defects.
2.6. The availability of the Platform has to be 99.8% or better (SLA).
3. Fees and payment conditions
3.1. The Licensee pays the ATOM a set-up fee and monthly subscription fee, volumes and payment conditions of which are stipulated under the payment schedule in Appendix 1 of this Agreement.
3.2. The ATOM shall provide the Platform to the Licensee, and the Licensee shall pay for the provision of the Platform in accordance with the subscription plan selected by the Licensee. If additional costs need to be incurred by the ATOM for the provision of the Platform, The ATOM shall notify the Licensee before incurring such costs, and the distribution of such costs shall be agreed upon between the ATOM and the Licensee separately in a format that can be reproduced in writing.
3.3. Depending on the selected subscription plan, the ATOM invoices the Licensee on a monthly basis for the Platform used by the Licensee in the preceding month unless the ATOM and the Licensee have explicitly agreed otherwise in a format reproducible in writing. There will be no refunds or credits for partial volumes and months or refunds for volumes and months unused. The invoice shall be sent to the e-mail address indicated by the Licensee, and the payment term is indicated in Appendix 1 unless a different payment term is indicated on the invoice or unless the ATOM and the Licensee have explicitly agreed otherwise in a format that can be reproduced in writing.
3.4. As one or more invoices under this Agreement are overdue for more than 10 days, ATOM may suspend the Licensee's access to the Platform. The ATOM is considered a B2B service, a 14-day withdrawal right is not provided for Licensees.
3.5. As one or more invoices under this Agreement are overdue for more than 30 days, ATOM may add a penalty fee of 1% of the late payment amount per each due day but not more than 50% of the total debt amount.
4. Disclaimer of Warranties
4.1. ATOM provides the Platform on an “as is” and “as available” basis, without warranty of any kind. Without limiting this, ATOM expressly disclaims all warranties, whether express, implied or statutory, regarding the Platform, including without limitation any warranty of merchantability, fitness for a particular purpose, title, security, accuracy and non-infringement.
4.2. ATOM endeavours to ensure the continuous and uninterrupted operation of the Platform. However, ATOM does not warrant that the Platform will always meet the Licensee’s requirements; that the Platform will be uninterrupted, timely, secure, or error-free; that the information provided or obtained through the use of the Platform is accurate, reliable or correct; that any defects or errors will be immediately corrected; that the Platform will be available at any particular time or location; or that the Platform are free of viruses or other harmful components. The Licensee assumes full responsibility and risk of loss resulting from the Licensee's use of the Platform.
5. Liability
5.1. The ATOM is not liable for any damages to life, body or health resulting from the use of the Platform by the end-users. The ATOM is an information service provider and does not provide transportation services or vehicle rental services. The Licensee shall maintain and resolve any disputes and liability issues with the end-users. The Licensee must discharge the ATOM from all third-party claims concerning trademarks, patents and copyrights resulting from items transferred to the ATOM by the Licensee.
5.2. All claims related to the performance of the Agreement must be submitted to the other party without undue delay in a format that can be reproduced in writing.
5.3. In no event shall the aggregated amount of liability of the ATOM (including all respective costs, expenses and attorneys' fees paid or incurred by the Licensee in connection therewith) exceed the subscription fees paid by the Partner during three months prior to the date the breach is committed.
5.4. A party has the right to demand compensation from the other party for damage caused by breach or non-performance of their obligations under the Agreement, unless this Agreement provides otherwise or unless the parties have explicitly agreed otherwise in a format that can be reproduced in writing.
5.5. The Licensee understands and agrees that ATOM will not be liable to the Licensee or any third party for any loss of profits, use, goodwill, or data, or any incidental, indirect, special, consequential or exemplary damages, however arising, that result from
5.5.1. the Licensee's use or inability to use the Platform;
5.5.2. any modification, price change, suspension or discontinuance of the Platform;
5.5.3. the Platform generally or the software or systems that make the Platform available;
5.5.4. unauthorised access to or alterations of the Licensee's transmissions or data;
5.5.5. any other matter relating to the Platform.
6. Protection of staff against head-hunting
6.1. The Licensee will not compete against the ATOM in the line of comparable software business during the duration of this Agreement and for an additional 2 years after termination. The Licensee is allowed to use an internal software solution. This will not relieve of the duty to fulfil this Agreement.
6.2. The Licensee will abstain from contracting the ATOM´s employees and freelance collaborators during the duration of this contract and for an additional 2 years after termination, whether as employees or, freelance collaborators or contractors for services or purchase software from them.
6.3. The Licensee acknowledges that each act of violation shall be considered a single violation and that the regular damage of a single violation is EUR 15 000 (fifteen thousand euros).
7. Duration
7.1. The regular duration of the Agreement is 12 (twelve) months and will begin when the License subject is delivered for use to the Licensee.
7.2. The duration of the Agreement is automatically extended to a new 12 (twelve) month period unless terminated by either of the Parties by sending prior written notice to the other party at least 6 (six) months in advance.
7.3. After the regular duration of the Agreement as stipulated under the 7.1. is expired, either Party can unilaterally terminate the Agreement by sending a termination notice to the other party at least 6 (six) months in advance.
8. Confidentiality
8.1. The parties shall maintain and keep confidential and shall not disclose directly or indirectly to any third party the other party’s Confidential Information (as defined below) and shall prevent the third parties’ access to such information (hereinafter Confidentiality Obligation). The Confidentiality Obligation includes the prohibition to use confidential information for any other purposes than the provision and receipt of the Platform. The Confidential Information shall mean all information (including oral and visual information, information recorded in writing or electronically, or in any other medium or by any other method) related to a party, inter alia, including:
8.2. The Agreement and any other internal regulations and documents of the parties.
8.3. All the data and documentation related to the businesses and clients of the parties, including client information and databases, financial information, any information about the methods of cost estimation, volumes of any of the parties’ purchase or sales activities, market shares, business partners, marketing plans, cost and price structuring, sales strategies, development of the Platform, information about commercial and other agreements (including the economic situation, accounting information, structure, internal administration and data about the shareholders), information affecting the work of management bodies, business plans, budgets, etc.;
8.4. IT systems and software belonging to or licensed by the parties; usernames and passwords issued or generated for using such IT systems or software.
8.5. Any other information about the business activities of the parties, the disclosure of which may affect any of the parties in a negative manner or any information which a party might reasonably expect that a party would regard as confidential.
8.6. In case of any reasonable doubt, whether the particular information shall be treated as confidential and whether and to what extent it might be disclosed to third parties, the parties shall consider such information as Confidential Information.
8.7. The relevant party remains the owner of the Confidential Information, regardless of any disclosure. A disclosing party may at any time request that the receiving party returns any media containing Confidential Information.
8.8. The Confidentiality Obligation shall remain effective for an indefinite term after the termination of the Agreement due to whatever reason.
9. Choice of law and choice of jurisdiction
9.1. This Agreement is executed under and shall be governed in accordance with Latvian law.
9.2. In case of any disputes, parties pledge to resolve them in mutual negotiations. In the event Parties are not able to resolve the dispute by way of negotiations, Parties may bring the claim to be resolved in courts of the Republic of Latvia.
10. Final provisions, written form and severability clause
10.1. The Agreement and its performance notices shall be made in written form, as well as any other communication provided under this Agreement. The notices shall be provided:
If addressed to ATOM: to support@atommobility.com
If addressed to Licensee: to ___________________
10.2. The provisions given in this Agreement are comprehensive, final and exclusive. All changes, supplements and amendments require a written form.
10.3. Ineffective, ambiguous or missing provisions do not result in the ineffectiveness of the Agreement or its Appendices and shall be replaced by mutual agreement of the Parties, acting in good faith.
10.4. This Agreement is executed in two identical counter pieces, one for the ATOM and one – for the Licensee.
Appendices:
Appendix 1: Payment Schedule
Appendix 2: Technical specifications available at:
https://atommobility.com/pricing
Appendix 3: Data Processing Agreement available at