Laulau Learning - Terms of Use

Valid from March 1st, 2024

Dear Customer,

We are happy that you have wanted to join the joyful and inspiring world of art-based and active learning, and the digital material service provided by Laulau Oy (VATnr FI22188091) ("Laulau" or "we"). We would like to thank you for choosing to honour the contribution of Laulau and its partners by using Laulau products and services smartly and in accordance with these Terms of Use ("Terms of Use"). Your responsible way of using the Laulau products and services enable us to continue to provide high-quality content for the joy of our customers and for the benefit of children.

We appreciate that you have the time to read the Terms of Use carefully. Please remember that you can ask us any questions regarding the Terms of Use at any time. Please send any questions you may have by email to info (at) laulaulearning.com.

1. DEFINITIONS

For the purposes of these Terms of Use, the following definitions shall apply.

Customer means You who have ordered or are about to order Material from Laulau or its local reseller. Our Customer can be an organisation (e.g. a company, association, city or municipality, early childhood education center or similar) or an adult private person. Organizational customers are represented by a person appointed and authorised by the Customer. When the Customer orders Material and enters into a related License Agreement with Laulau, the Customer or a person acting as the Customer's representative declares that they are of legal age and competent and entitled to place an order for the Material and enter into a license agreement binding on the Customer.

User means either You as a Customer (in the case of individuals and self-employed persons) or a User within the Customer's organisation covered by the License.

Laulau Luggage account consists of a customer-specific username and password created by Laulau for its Customers, which allow our Customers to access the Content Service to utilise the Material they have ordered within the framework of the License Agreement. Laulau creates a customer-specific Laulau Luggage account for its Customers (the representative of organisational customers as the main user) in the Content Service as soon as possible after the conclusion of the License Agreement. The customer will receive the Laulau Luggage account information as an automatic email from info (at) laulaulearning.com. The Customer can change the password in the Content Service (Info > My account > Edit profile).

License Agreement means an agreement between the Customer and Laulau whereby Laulau grants the Customer a License to the agreed Material in exchange for a fee specified in the agreement. The license agreement consists of an order placed by the Customer either in Laulau's online store, by email, order form or by phone, confirmed by Laulau, and these Terms of Use.

License means a limited right to use the Material in accordance with the License Agreement and these Terms of Use. The Material made available to the Customer under the License may cover a Material available in the Content Service to a limited extent or in its entirety, depending on the content of the License. The right to use the Material may be restricted to one or more Users. In the case of organizational customers, the user restriction may be based, for example, on the personnel of a certain physical location, and the restriction may also be defined on the basis of the personnel's duties (e.g. the educational staff of a certain daycare centre). The restriction of the right of use referred to in the Licence may also be based on participation in certain training organised by Laulau or its certified partners. The validity of the License can be fixed-term for a certain period or valid until further notice. The Customer must note that when using and performing publicly (e.g. in daycare groups, school classroom, therapy or other similar means) audio and video files containing music from the Content Service ("Music"), the Customer must have a valid permission granted by the relevant copyright organization for the aforementioned use of the Music.

Material means Laulau's digital product content offered for the Customer's use under the License Agreement and through the Content Service. The Material may take the form of text, images, sheet music, audio files, videos and interactive functionalities or combinations thereof available in the Content Service.

Content Service means material resources at an Internet address luggage.laulaulearning.com controlled and owned by Laulau, through which Laulau makes Material available to Customer in accordance with the License Agreement.

2. GENERAL

We know that Laulau Customers are fair, honest and act smartly and in accordance with these Terms of Use, but if you as a Customer have any doubts about what to do, please email us at info (at) laulaulearning.com and let us sort out the situation together. The Terms of Use define the terms and conditions for the use of the Material and Content Service as well as the rights and obligations of the Customer and Laulau in this regard. The use of the Material and the Content Service requires that you, as the Customer, agree to comply with the License Agreement and these Terms of Use as part of it. In order to enter into a License Agreement, You as a Customer must have read these Terms of Use and accepted their content. In addition, mandatory legislation applies, such as the Consumer Protection Act for consumer customers.

Laulau is responsible for the Material and Content Service in accordance with these Terms of Use. As a Customer, you undertake, among other things, to pay the fees for the License and Material in accordance with the License Agreement and to use the Material, Content Service and Laulau Luggage Account in accordance with the License Agreement and these Terms of Use. As a Customer, you acknowledge that the granting of the right of use referred to in the License Agreement and these Terms of Use does not constitute a transfer of ownership of the Material and any copies thereof, unless expressly and in writing otherwise agreed. The Terms of Use shall apply immediately after the entry into force of the License Agreement and shall remain in force until the License Agreement expires and, where applicable, thereafter.

3. MATERIAL AND LICENSE

The Material produced by Laulau has been thoughtfully, joyfully and carefully designed, which is why we offer the Material to our Customers as it is in the Content Service at any given time. Unfortunately, Laulau does not grant exclusive licenses to the Material. Laulau always strives to ensure that the Customer is satisfied and that the Material is of the highest possible quality, and therefore Laulau has the right, if necessary and without notice, to modify the Material in the Content Service. We will notify the Customer either in the Content Service or by e-mail if the Material would be temporarily unavailable due to modifications or, for example, an interruption in the Content Service. We always strive to ensure that you as a Customer do not suffer any inconvenience from interruptions.

The terms supplementing these Terms of Use regarding e.g. the identification of the Licensed Material, pricing, scope, validity of the License, and termination can be found in the terms of the License Agreement. The Customer's right to use the Material and the Content Service is always based on the valid License Agreement and the License defined therein, as well as on these Terms of Use. Upon termination of the License Agreement, Customer's rights under the License Agreement shall terminate.

3.1. VALIDITY OF THE LICENSE

Licences are valid either for an indefinite period or for a fixed period. The subscription to an open-ended, seasonally priced License is automatically renewed seasonally and no separate notification is given to the Customer. An indefinite License based on a one-time fee is valid unless terminated. If the license is fixed-term, we will inform the Customer at the end of the term, at which time the Customer has the opportunity to renew their subscription to the License on separately agreed terms. If the Customer does not renew the License, the License and the rights based thereunder will expire at the end of the term.

Unless deviating notice periods have been agreed upon in the more detailed terms of the License Agreement, the notice periods of these Terms of Use shall apply to the termination of the License Agreements. An open-ended Licence based on a seasonal fee may be terminated to expire at the end of the current period. Unless otherwise indicated, the invoicing period is 12 months, starting from the date of the Licence Agreement. The Customer must send the notice of termination to the e-mail address info (at) laulaulearning.com no later than 30 days before the end of the period.

If there are changes in Laulau's business that create a need for Laulau not to extend the validity of the Licenses that are valid for an indefinite period, Laulau may terminate the seasonally paid License valid for an indefinite period with a written notice of termination, with a 60-day notice period. In this case, the License Agreement shall terminate at the end of the notice period. If, due to the aforementioned termination, the License Agreement terminates so that the current period referred to in the License Agreement has not expired, Laulau is obliged to refund the portion of the seasonal fee paid by the Customer corresponding to the remaining period. Correspondingly, Laulau may terminate an open-ended License based on a one-time fee subject to a 60-day notice period, but no earlier than 12 months from the conclusion of the License Agreement.

Section 6 of these Terms of Use deals with the termination of the License Agreement based on abuse and breach of contract. In addition, these Terms of Use provide for a special right of termination if the Customer does not accept the amendment of the Terms of Use by Laulau.

3.2. LICENSE PRICING

The pricing of the License ordered by the Customer can be found in the more detailed terms of the License Agreement. The pricing model may be based on a one-time subscription fee for an open-ended Licence, a fixed-term License based on a one-time or seasonal fee, or a Licence based on a seasonal fee valid until further notice.

Laulau reserves the right to change the pricing and validity terms of the Licenses that are valid until further notice and with seasonal fees. The change may be based, for example, on an increase in the production costs of the Material, or other similar justified reason. Laulau will notify the Customer of any change no later than 60 days before the entry into force of the new pricing and validity terms. In addition to what has otherwise been agreed on the right to terminate, the execution of the termination and the effects of the termination on the Customer’s payment obligation, the Customer has the option to terminate the License Agreement due to the pricing change described above, so that the License Agreement ends on the date when the change is to take effect in accordance with Laulau's notification. In this case, Laulau may charge the Customer only the part of the service fee that entitles the Customer to use the Material until the termination of the License Agreement.

3.3. USERS REFERRED TO IN THE LICENSE

As a Customer, you understand and agree that it is not allowed to transfer the License Agreement to a third party or extend the scope of License Users without the express and written consent of Laulau. As a Customer, You must ensure that the Material is only available to Users under the License. Please inform Laulau by e-mail (info (at) laulaulearning.com) if you wish to expand the amount of Users covered by the License. In the event of a change, Laulau reserves the right to update the terms of the License Agreement, such as pricing. If the Customer is an organisation and the License covers several Users, for an individual User the License terminates when the User resigns from the Customer organisation’s service. However, the Customer has the right to grant the right of use referred to in the License to a person who has replaced the User who has resigned. Please note that as a Customer you are responsible for the smart and honest behaviour of the Users covered by the License and for being aware of the content of the Terms of Use and for their compliance.

3.4. UNAUTHORIZED USE OF MATERIAL

Laulau has designed and produced the Material with a big heart and has used both financial and expert resources for it. It is therefore important that our Customers are particularly aware of the following restrictions on the use of the Material:

a) Unless otherwise agreed in the License Agreement or the provisions of the copyright laws do not allow it, the Customer is not permitted to record, modify, copy, perform publicly or to a limited audience (excluding the audience referred to in the License, such as a group of children in a daycare centre), transmit or forward or transfer to a third party the Material referred to in the License or any other Material or part thereof available from the Content Service.

b) Unless more extensive rights are expressly granted in the License Agreement, the Customer may print and use the Material or parts thereof (e.g. sheet music, images and texts) in accordance with the License Agreement only for the purpose of using it for the Customer's own and internal use as referred to in the License, even then with appropriate copyright references and retaining in all printouts and copies of the Material that it downloads and uses, the copyright and other rights notices they contain.

c) The Customer does not have the right to use the Material or parts thereof (e.g. song audios, sheet music, images, videos) for training purposes without the permission of Laulau, unless the Customer has completed a special training program certifying the training activities of Laulau content or has signed a trainer agreement with Laulau. The restriction on the use of training applies to all training activities from the Customer's internal training to free or paid training arranged for external target groups, as well as to teaching purposes in adult education.

d) You may not use the Material in a manner that infringes or is likely to infringe the copyright or other rights of Laulau or any third party.

e) The Customer does not have the right to grant access rights to the Material or Content Service free of charge or for consideration, for example by renting the Material, granting sublicenses to the License or transmitting the usernames or password of the Laulau Luggage Account to parties outside the Licence.

f) The transfer of the rights established by the Customer's License in the transfer of the business to the transferee requires the written and express approval of Laulau.

If applicable law or other terms of the License Agreement contain more specific restrictions or more extensive protections for Laulau, the restrictions specified above will not reduce this protection. Section 6 of these Terms of Use deals with the consequences of abuse and breach of contract.

4. USING YOUR LAULAU LUGGAGE ACCOUNT AND CONTENT SERVICE

The Laulau Luggage Account is the key to Laulau's digital ”treasure chest”, i.e. the Content Service. The Laulau Luggage Account is intended only for use in accordance with the License Agreement and for the group of Users limited by it, so the username or password of the Laulau Luggage Account may not be disclosed to third parties.

The username that is part of the Customer's Laulau Luggage Account can only be changed by Laulau. For data security reasons, Laulau has the right to change the username and/or password of the Laulau Luggage Account from time to time or require the Customer to change them. The Customer should be aware that the Customer is responsible for damages and costs caused by misuse of the Laulau Luggage Account. The Customer must immediately notify Laulau by email (info (at) laulaulearning.com) of the possible loss of the Laulau Luggage Account data. The Customer is responsible for the use of the Laulau Luggage Account until the above-mentioned notification has been made and Laulau has acknowledged that it has received the notification.

Laulau strives to ensure that the Content Service is available to the Customer around the clock every day. However, Laulau cannot guarantee that the Content Service and related software will continue to operate without interruptions or errors. Laulau has no obligation to change or update the Content Service and the software behind it, except for possible updates. Laulau strives to provide the Content Service with an appropriate level of data security. However, the Customer must understand that since not all information security threats can be completely prevented in the Internet environment, Laulau cannot guarantee to the Customer that the Content Service does not contain any security threats due to possible unauthorized actions by a third party. Furthermore, Laulau cannot guarantee that the Content Service will meet any special requirements set by the Customer. The Customer is responsible for all technical solutions related to its own IT environment and the requirements, costs and contractual obligations required by them.

The Customer shall always use the Content Service in accordance with these Terms of Use and refrain from using the Content Service unlawfully in any respect. The Customer is not permitted to add or attempt to add material produced by the Customer to the Content Service, regardless of its form, or to attempt to modify or remove Material in the Content Service or to influence the operation of the Content Service or its information content or technical structure in any way. Section 6 of these Terms of Use deals with the consequences of abuse and breach of contract.

5. COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS

The services and products provided by Laulau through the Content Service and also through its other websites (www.laulau.fi, www.laulaulearning.com, www.laulaulearning.co.uk) or otherwise, including the Material, include content that enjoys protection under copyright legislation and/or other laws protecting intellectual property rights. Accordingly, intellectual property rights relating to Laulau's products and parts thereof and to the websites owned and operated by Laulau (e.g. www.laulau.fi, www.laululaukku.fi, www.laulaulearning.com and luggage.laulaulearning.com) in a broad sense (including, but not limited to, copyrights, database rights, unregistered and registered trademark and design rights, patents and domain names) belong to Laulau and other possible right holders. All goodwill resulting from the use of Laulau's intellectual property rights belongs entirely to Laulau.

All rights not expressly assigned under the License Agreement are reserved by Laulau. Laulau does not grant the Customer or Users any rights to any intellectual property rights, either implicitly or silently. The names of Laulau and the products/services it offers are trademarks of Laulau and Laulau reserves all rights to them.

Access to the Content Service or the passivity of Laulau with respect to any of the activities of the Customer or User may not be implicitly or otherwise construed as granting a license or other right of use beyond the License Agreement without the prior and express written consent of Laulau or another right holder. In addition to what has been agreed on the liability relationship between the Customer and Laulau in these Terms of Use, the party guilty of unauthorized use of the copyrighted work or other infringement of intellectual property rights shall be liable towards the rightholders in accordance with applicable legislation. In this context, the Customer shall pay particular attention to the conditions specified in subsection "License" of the section 1 (Definitions) of these Terms of Use, regarding the validity of music licenses obtained from music copyright organizations.

6. CONSEQUENCES OF ABUSE AND UNAUTHORISED USE

The remedies specified in this section do not diminish or limit Laulau's protections under applicable law or remedies for possible abuse or breach of contract.

Laulau has the right to terminate the License Agreement and the Customer's rights based on it with immediate effect if (i) the Customer uses the Material, Laulau Luggage User Account or Content Service in a material manner in violation of the License Agreement (including these Terms of Use) or (ii) as a result of material late payment, if the Customer has not paid the overdue payments based on the License Agreement within 30 days of the date of the payment reminder sent to the Customer.

Laulau has the right to restrict or prevent the use of the Material and Content Service if (i) the Customer violates the License Agreement or these Terms of Use in a manner that cannot be considered a material breach or (ii) the Customer fails to fulfil its payment obligations but the delay is not material as described above. Unless the default is due to the above-mentioned material late payment, the Laulau Luggage User Account will be activated and access to the Content Service will be allowed when the Customer has made an overdue and unpaid payment.

If the License is terminated by Laulau as a result of the Customer's misconduct, Laulau is not obliged to refund the payment made in accordance with the License Agreement.

7. LIMITATIONS OF LIABILITY

Unless mandatory legislation gives rise to more extensive liability, Laulau's liability for the Material, its availability and usability, and the intellectual property rights, as well as availability and usability of the Content Service shall be governed by this limitation of liability clause.

Laulau shall not be liable for damages caused by the acts or omissions of the Customer or User or third parties, or for Laulau's inability to perform due to force majeure outside Laulau's sphere of influence and unforeseeable for Laulau. Under no circumstances shall Laulau be liable for indirect damages, such as customer losses and reputational damage. Laulau is not responsible for matters beyond its control or their consequences, such as the functionality of information systems and networks or disturbances/deficiencies in the operations of its partners, or claims made by third parties against the Customer. Laulau is also not responsible for any personal injuries that may occur during the use of Laulau's products and Materials.

In all cases, the maximum liability of Laulau shall not exceed either (i) the amount of service fees corresponding to the price of the License entitling to use for three (3) months, calculated from the seasonal fees of the Licence Agreements subject to a periodic fee, or (ii) in the case of Licence Agreements for a fixed term of less than one year, 50% of the fee referred to in the License Agreement.

8. CHANGES TO THE TERMS OF USE AND LICENSE

Laulau may need to change and modify the Terms of Use and Laulau may make such changes at its own discretion to the extent that the change does not materially affect the Customer's rights or obligations (for example, restrictions on the License of Material, changes in price or other similar changes).

If Laulau wishes to change the Terms of Use in a material way, Laulau must notify the Customer of this by e-mail 60 days before the change enters into force, and if the Customer does not accept the change, the Customer has the right to terminate the License Agreement to the date on which the change would enter into force according to Laulau's notification. In this case, Laulau may charge the Customer only the part of the service fee that entitles the Customer to use the Material until the termination of the License Agreement. Otherwise, changes to the Terms of Use made by Laulau will enter into force within 30 days after they have been notified to the Customer either by email or in the Content Service. For any changes, your use of the Content Service after Customer has been informed of the changes to the Terms of Use and the change has entered into force according to the notification constitutes acceptance of such changes.

If the Customer wishes to change the License Agreement, the change must be agreed in writing between the Customer and Laulau.

9. APPLICABLE LAW AND DISPUTE RESOLUTION

These Terms of Use and the License Agreement, of which these Terms of Use form part, shall be governed by Finnish law.

If Laulau and the Customer cannot reach an agreement through mutual negotiations in a possible dispute, the disputes shall be settled in the District Court of Helsinki as the first instance.

If the Customer is a consumer, the Customer may also submit the dispute to the general district court of his/her domicile and/or request the Consumer Disputes Board's recommendation for a resolution of the dispute (Consumer Disputes Board, Hämeentie 3/P.O. Box 306, 00531 Helsinki). Before submitting the matter to the Consumer Disputes Board for resolution, Laulau recommends that the Customer contacts the Consumer Advisory Services.

Laulau Oy (VAT no: FI22188091)
Pääpolku 3 B, 00590 Helsinki, Finland
info (at) laulaulearning.com| www.laulaulearning.com |