This Public SaaS Offer (“Offer”) is issued by Xolo Go OÜ – Aleksei Nesterenko (the “Provider”) and governs the terms of access to and use of the cloud-based software services provided via the website www.vlmcast.com (the “Website”).

This Offer is addressed exclusively to legal entities and professional users acting for business purposes.

“Services” means cloud-based software-as-a-service solutions for digital radio streaming, audio data processing, and radio analytics provided by the Provider, including any updates, enhancements, or modifications.

“Customer” means any legal entity or professional user acting for business purposes that accepts this Offer in accordance with Section 3.

“Authorized Users” means employees or contractors of the Customer authorized to access and use the Services.

This Offer constitutes a public offer.

By accepting this Offer, the Customer enters into a legally binding agreement with the Provider on the terms set forth herein.

The Services are provided exclusively for business purposes and are not intended for personal, household, or consumer use.

Acceptance of this Offer (“Acceptance”) is deemed to occur upon payment of any invoice issued by the Provider for the Services.

Payment of an invoice constitutes the Customer’s full and unconditional acceptance of this Offer without any reservations.

The Provider grants the Customer a non-exclusive, non-transferable, limited right to access and use the Services during the term of this Offer, subject to compliance with its terms.

No ownership rights to the Services or related intellectual property are transferred to the Customer.

Fees for the Services are determined in accordance with the tariffs published on the Website, which are an integral part of this Offer.

Fees may depend on the actual usage of the Services.

In case of usage exceeding the applicable tariff limits, the Provider may issue additional invoices.

All payments are made based on invoices issued by the Provider and are payable within 10 (ten) days from the invoice date.

In case of late payment, the Customer shall pay a penalty of 0.5% of the overdue amount for each day of delay, starting from the 11th day after the invoice date.

Prices published on the Website are exclusive of VAT and other applicable taxes.

Any applicable taxes, including VAT, are handled by the payment service provider in accordance with applicable law.

The Customer shall:

• ensure that Authorized Users comply with this Offer;
• maintain the confidentiality and security of access credentials;
• ensure that any data transmitted through the Services does not violate applicable law or third-party rights.

The Provider shall provide access to the Services using commercially reasonable efforts.

The total service downtime shall not exceed 60 minutes per calendar month, excluding scheduled maintenance.

If service downtime exceeds 1 hour, the Provider shall compensate the Customer in the amount of 1% of the invoice value for every 30 minutes of downtime.

Scheduled maintenance shall be communicated at least 6 hours in advance via email.

Each party undertakes to keep confidential any non-public information received from the other party and not to disclose it to third parties without prior consent, except as required by law.

Confidential Information does not include information that is publicly available or lawfully obtained from third parties.

All intellectual property rights in the Services belong exclusively to the Provider.

The Customer retains ownership of its own data transmitted through the Services.

Fees paid for the Services are non-refundable, except in cases where the Services were not provided due to the fault of the Provider.

Either party may terminate the agreement arising from this Offer in case of a material breach by the other party, if such breach is not cured within 30 (thirty) days from receipt of written notice.

Upon termination, the Customer’s right to access and use the Services shall cease.

Neither party shall be liable for any indirect, incidental, special, or consequential damages.

The Provider’s total liability under this Offer shall not exceed the amount paid by the Customer under the last issued invoice.

The Customer shall indemnify and hold the Provider harmless from any claims arising out of misuse of the Services or violation of this Offer.

The Provider shall indemnify the Customer against claims that the Services infringe third-party intellectual property rights.

This Offer and any agreement arising from it shall be governed by and construed in accordance with the laws of Estonia.

This Offer constitutes the entire agreement between the Provider and the Customer regarding the Services and supersedes all prior agreements and understandings.

Provider:
Xolo Go OÜ – Aleksei Nesterenko