Lobster – Terms of Service – © Lobster.ist Oy

Lobster – Terms of Service

These Terms of Service govern the use and the provision of the Service by Supplier to Customer.

By accepting these Terms of Service as part of an Offer or electronically in the Service, Customer accepts the Agreement in its entirety as part of the subscription procedure and a binding contract is formed between the Parties. By finalising the subscription to the Service, the person accepting the Agreement warrants that it has the authority to subscribe to the Service and commit to the Agreement on behalf of Customer.

1. Definitions

“Aggregate Usage Data” means general usage, statistical or aggregate data regarding Customer’s or Users’ use of the Service (including the results of anonymous analysis of Customer Data performed by Supplier in accordance with the Agreement).

“Agreement” means collectively the Offer (if any) and these Terms.

“Confidential Information” is defined in Section 7.1.

“Customer Data” means any information, data and materials (including notes and documentation) that is entered, uploaded onto or stored in the Service in connection with Customer’s or any User’s use of the Service on behalf of Customer. Customer Data excludes the Service, Documentation, Feedback and Master Data.

“Documentation” means any manuals, user guides and other documentation related to the Service and its functionalities, such as service descriptions, user manuals and maintenance documentation, including modifications and updates thereto. The Documentation constitutes Confidential Information of Supplier in accordance with Section 7.

“Feedback” the results of any evaluation of the Service by Customer, including Customer’s opinions, comments and suggested improvements regarding the Service.“

“Intellectual Property Rights” means copyrights and related rights (including database and catalogue rights), patents, utility models, design rights, trademarks, tradenames, trade secrets, know-how and any other form of registered or unregistered intellectual property rights.

“Master Data” means any data, information or materials regarding public policy or policymakers compiled or generated by Supplier and used in the Service to provide its features as well as any other information provided by Supplier in the Service, which is not Customer Data.

“Offer” means a written offer or order between the Parties or another document specifying the Service to be provided by Supplier and referencing these Terms.

“Party” means individually Supplier or Customer (jointly the “Parties”).

“Service” means the current and any further developments, updates and versions of the Lobster.ist SaaS platform, including server hosting environment, back end and APIs, interfaces, user device native applications and web application.

“Service Fee” means the applicable fee payable by Customer for subscription to the Service.

“Subscription Period” means the prepaid term during which Customer is entitled to use and has access to the Service. The Subscription Period may be one (1) month or twelve (12) months, as agreed between the Parties from time to time.

“Supplier” means Lobster.ist Oy (Business ID: 2948426-4).

“Terms” mean these Terms of Service, as applicable from time to time in accordance with the Agreement.

“User” means any authorized user of the Service to whom Customer has granted the right to access the Service on behalf of Customer.

2. Use of the service

Access to the service

2.1 The Service and its functionalities become available to Customer through subscription to the Service and after the payment of the applicable Service Fees. As part of the subscription, Supplier will provide Customer with the standard Documentation regarding the use of the Service. Unless separately agreed between the Parties or explicitly agreed otherwise in an Offer, Customer is not entitled to receive custom Documentation, consultation services or integration or implementation services. In case such services are included in Supplier’s service offering, the Parties shall enter into a separate agreement regarding such services and Supplier shall have the right to collect the applicable fees and charges relating to these services.

2.2 Subject to the terms and conditions of the Agreement and the due payment of the Service Fees, Supplier hereby grants to Customer and Customer hereby accepts a limited, non-exclusive, non-transferable, and non-sublicensable right for Customer to use the Service and the Documentation for its internal business purposes and allow Users to do the same during the term of the Agreement.

2.3 Customer shall comply with the volume licenses and amount of user rights agreed between the Parties. Supplier may monitor Customer’s compliance with such volume licenses and user rights in the Service. In the event that Customer has underpaid Service Fees or that Customer has used the Service in excess of the licenses or user rights agreed between the Parties, Customer shall compensate such underpayment and/or excess usage based on the applicable Service Fee.

Usage Restrictions

2.4 Unless otherwise permitted in the Agreement, Customer may not and is not entitled to permit others (including Users) to do any of the following:

circumvent or attempt to circumvent any usage control or anti-copy features of the Service;
probe, scan or test the vulnerability of the Service;
use the Service and the content available through the Service in any manner that could damage, disable, overburden or impair the Service;
use any data mining, robots, scraping, or similar data gathering or extraction methods;
use, sell, rent, transfer, license or otherwise provide any third party with the Service and/or the content available through the Service, except as provided in the Agreement;
interfere with Supplier’s other customers’ use and enjoyment of the Service;
reverse engineer or decompile the Service or access the source code thereof, except as permitted by law;
use the Service for transmitting any unauthorized advertising, promotional materials, junk mail, spam, chain letters, contests, pyramid schemes, or any other form of solicitation or mass messaging;
use the Service in violation of applicable law;
use the Service in ways that violate intellectual property rights, business secrets or privacy of third parties; or
use the Service to transmit any material that contains adware, malware, spyware, software viruses, worms or any other computer code designed to interrupt, destroy, or limit the functionality of computer software or equipment.

2.5 Supplier shall have the right to deny Customer’s or a User’s use of the Service without prior notice if Supplier suspects that Customer or a User uses the Service in violation of the Agreement.

General Obligations of Customer

2.6 Customer is responsible for preparing its hardware, connections, software and data systems to meet the operating environment of the Service and for ensuring that the Service fulfils Customer’s intended purpose of use. The use of the Service requires a functioning connectivity to internet.

2.7 Customer shall ensure that Users use the Service in compliance with the Agreement and the acceptable use policy provided in the Service from time to time. Misuse of the Service by Customer or any User may lead to termination of the Agreement or suspension or denial of access to the Service.

2.8 Customer shall indemnify Supplier from and against, and, at Supplier’s option, defend Supplier from any claims, damages, liabilities, losses, costs and expenses (including reasonable attorney’s fees) arising from or in connection with: (i) Customer Data; or (ii) any violation of laws or regulations or rights of others by Customer’s or Users’ use of the Service.

Authorized Users

2.9 In connection with the subscription to the Service, Customer is granted an administrator account with a user name and a password. The named administrator is entitled to invite such number of individuals as agreed between the Parties on volume licenses or user rights both as administrator Users and regular Users by the invitation or sign-in methods provided in the Service. Only individuals authorized by Customer’s administrators are allowed to access and use the Service. Customer is entitled to invite Users from Customer’s own organization and such third parties that have an ongoing business or collaboration relationship with Customer, provided that Customer shall be responsible for any User’s compliance with this Agreement.

2.10 Unauthorized use of the Service is strictly prohibited. Customer shall use all reasonable endeavours to prevent unauthorised access to or use of the Service. Customer is responsible for any unauthorized use of the Service conducted with the accounts given to Customer. In the event of or if Customer has reason to suspect any unauthorised access or use of the Service, or if any account details have been revealed to a third party, Customer shall notify Supplier thereof.

2.11 Customer shall remove and manage Users’ access rights to the Service when necessary, for example in case of termination of employment of a User.

3. Availability, Security, Backups and Changes to the Service

Availability

3.1 Supplier will provide the Service to Customer materially in accordance with the features and functionalities set out in the Documentation. Supplier will use commercially reasonable efforts to make the Service available to Customer, subject to operational requirements, including maintenance and security. To the extent that the Parties have agreed on specific availability levels in a separate service level agreement (SLA) referencing the Agreement, such provisions prevail.

3.2 Notwithstanding the above mentioned, Supplier shall have the right to temporarily suspend the provision of the Service in accordance with the following Sections, without any obligation to compensate any damages or service level failures to Customer.

3.3 Supplier shall have the right to suspend the availability of the Service for a reasonable duration, if this is necessary in order to perform installation, change or maintenance work in respect of the Service. If Supplier suspends the Service for this reason, Supplier strives to inform Customer of the suspension and the estimated duration of the suspension in advance and strives to minimize any inconvenience resulting from the suspension.

3.4 Supplier shall have the right to suspend the availability of the Service due to severe data security risk to the Service or if required by law or public authorities. If Supplier suspends the Service for this reason, it shall inform Customer of the suspension and the duration of the estimated suspension in advance or, if this is not reasonably possible, without undue delay after Supplier has become aware of such occurrence.

3.5 Supplier shall have the right to deny Customer’s access to the Service without any prior notice to Customer, if Supplier suspects that Customer burdens or uses the Service in a manner which may jeopardize the availability of the Service to other users. Supplier shall without undue delay inform Customer of the reasons for such denial.

3.6 Customer acknowledges that interruptions to the availability of the Service may also occur due to no fault of Supplier, for example, in the event of data connection disruptions or interruptions to the availability of systems or components delivered by third parties.

Security and Backups

3.7 Supplier maintains a formal information security policy that is designed to protect against threats or hazards to the security of Customer Data and prevent unauthorized access to Customer Data. The information security policy is further described in the Documentation.

3.8 Subject to Section 10.2 below, Supplier is responsible for taking backup copies of Customer Data processed in the Service, for verifying the functionality of the backups and for ensuring that Customer Data can be recovered from the backups in accordance with Supplier’s service descriptions and backup policy included in the Documentation. Supplier will maintain the backups in a suitable manner in conformity with its service descriptions and backup policy. In all other respects, Customer shall be responsible for taking backup copies of Customer Data.

3.9 If Customer Data stored in the Service is destroyed, lost, altered or damaged by the actions of a User in the Service or if Customer has otherwise by its own action caused the destruction, loss or alteration of, or damage to, the Customer Data stored in the Service, Supplier shall have the right to charge for the recovery of such Customer Data on a time and materials basis in accordance with Supplier’s then current price for consulting services.

Changes to the Service

3.10 Customer acknowledges that the Service is provided in a multiuser environment. Supplier may therefore make modifications or changes to the Service at any time at its sole discretion and without notifying Customer thereof, provided that such changes do not materially affect Customer or Customer’s use of the Service. If Supplier introduces changes materially affecting the Service or Customer’s use of the Service, Supplier will notify Customer thereof in advance in writing and Customer is entitled to terminate the Agreement and the subscription of the Service by written notice to Supplier if Customer does not accept the changes.

4. Data

Master Data

4.1 Customer acknowledges that the Service is provided in a multiuser environment. Supplier may therefore make modifications or changes to the Service at any time at its sole discretion and without notifying Customer thereof, provided that such changes do not materially affect Customer or Customer’s use of the Service. If Supplier introduces changes materially affecting the Service or Customer’s use of the Service, Supplier will notify Customer thereof in advance in writing and Customer is entitled to terminate the Agreement and the subscription of the Service by written notice to Supplier if Customer does not accept the changes.

4.2 Subject to Customer’s compliance with the Agreement, Customer has the right to use the Master Data as incorporated in the Service in accordance with the license granted under Section 2.2. Customer is, however, not entitled to extract any Master Data from the Service or use it independently from the Service (including without limitation collecting Master Data for the purpose of compiling a separate database of any Master Data), unless separately agreed in writing between the Parties.

Customer Data

4.3 All Intellectual Property Rights and title to Customer Data and any improvements thereto shall belong to Customer or its licensors, as the case may be.

4.4 In connection with the use of the Service, Customer or its Users may submit Customer Data into the Service in accordance with its functionalities. Customer shall have the right to delete Customer Data from the Service at any time. Customer shall ensure that Customer Data do not infringe any third party Intellectual Property Rights or violate any applicable laws or legislation.

4.5 Customer shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. Customer shall not upload any illegal, offensive, threatening, libelous, defamatory, or otherwise inappropriate data, materials or content to the Service. Supplier shall have the right, but shall not be obliged to, monitor Customer Data in order to ensure compliance with the Agreement. In case Supplier believes, in its reasonable opinion, that any Customer Data violate the Agreement, Supplier shall have the right to delete such content, without assuming any liability for such content.

4. Supplier may use, copy, store and modify Customer Data during the term of the Agreement for the purpose of providing the Service to Customer in accordance with the Agreement. In addition, Customer hereby grants to Supplier the right to generate Aggregate Usage Data through anonymous analysis of Customer Data and combine the resulting Aggregate Usage Data with Master Data, provided that (i) data used to generate such Aggregate Usage Data is not based solely on Customer Data but on data obtained from various customers of Supplier; and (ii) any information pertaining to Customer, its Users or third parties are not recognizable from the resulting Aggregate Usage Data.

4.7 Supplier shall not publish or disclose to third parties any Customer Data and will treat Customer Data as Confidential Information in accordance with Section 7 below.

4.8 Upon termination of the Agreement, Customer shall primarily use the features of the Service for exporting and transferring Customer Data back to Customer in the standard file formats provided in the Service. After termination of the Agreement, Supplier will cease processing Customer Data in the Service and, if applicable, assist Customer in the transfer of Customer Data in accordance with the post-termination provisions set out in Section 12.8.

Aggregate Usage Data

4.9 All Intellectual Property Rights and title to Aggregate Usage Data shall belong to Supplier.

4.10 In addition to what is provided under Section 4.6 above, Supplier shall have the right to generate and obtain Aggregate Usage Data from Customer’s and its Users’ use of the Service for the purposes of e.g. developing and improving the Service and combine it with Master Data, provided that Supplier shall treat Customer Data in accordance with Section 4.7 above. Supplier may also obtain Aggregate Usage Data regarding Users’ use of the Service for security, availability and troubleshooting reasons to enable Supplier to provide the Service and support to Customer and the relevant User in accordance with the Agreement.

Personal Data

4.11 Supplier may collect and process data, including personal data, in relation to Customer’s subscription to the Service and Customer’s and Users’ use of the Service, such as contact details and identification data on Customer and Users. Supplier processes such personal data as a data controller in accordance with its privacy policy in force from time to time.

4.12 Supplier is the data controller of any personal data contained in the Master Data in accordance with its privacy policy in force from time to time. Supplier will ensure that it has a legal basis for processing of such personal data. Supplier is responsible for the applicable obligations under data protection regulations towards data subjects whose personal data is contained in the Master Data when such personal data is processed in the Service. To the extent that Customer utilizes personal data contained in the Master Data, Customer is responsible for ensuring that it also has a legal basis for the processing of such personal data as a data controller. If a data subject exercises its right under the applicable data protection regulations and such request concerns the Supplier or Supplier’s processing of the data subject’s personal data in the Service, Customer shall forward all relevant information regarding such request to Supplier without undue delay. Customer is not authorized to act or answer on Supplier’s behalf regarding the aforementioned requests. Customer is responsible for responding to those data subject requests that relate to Customer’s processing of the data subject’s personal data (whether or not those personal data originate from the Master Data or Customer Data).

4.13 If the Customer Data contain personal data to be processed by Supplier on Customer’s behalf as a data processor, such processing of personal data shall be governed by the Data Processing Agreement (DPA) attached to the Agreement or referencing the Agreement.

5. Third Party Content and Services

5.1 Certain parts of the Service and Master Data may contain third party content provided by and belonging to such third parties (“Third Party Content”), such as images or other works. Third Party Content is subject to copyright, trademark and other Intellectual Property Rights of the respective owners of the Third Party Content, who retain all rights therein. Any Third Party Content is subject to their own license terms and licensed for use in the Service only as further described in the Documentation or separate notices provided in the Service. To the extent Customer wishes to use any Third Party Content outside the Service, Customer is responsible for procuring any necessary rights for such use from the owner of the Third Party Content. Supplier expressly disclaims any liability in connection with Customer’s use of any Third Party Content outside the Service.

5.2 The Agreement covers exclusively the Service and the use thereof and any and all linked third party services and platforms are provided by the relevant third parties and covered by their terms of service or other agreement or licenses. Supplier does not assume any liability in regard to use of such third party services and platforms, whether or not they are linked to the Service.

5.3 Supplier may provide Customer with such interfaces and integration tools as developed and implemented by Supplier from time to time. Customer acknowledges that some interfaces or integration tools may be provided by third parties and/or may have connections or links to third party service providers’ software or systems. Supplier shall not, under any circumstances, be liable for the actions of such third parties or the parts of the interfaces or integration tools which are delivered, maintained or owned by third parties.

6. Service Fees and Payments

6.1 Customer shall pay the Service Fee for each Subscription Period in advance before the commencement of the applicable Subscription Period. Service Fees shall be paid against an invoice issued by Supplier or another payment method provided for the Service in accordance with Supplier’s payment policy applicable from time to time.

6.2 Without prejudice to its other rights, Supplier may disable Customer’s access to the Service if Customer has not paid the Service Fee for a Subscription Period.

6.3 All payments made in accordance with the Agreement are non-refundable, unless provided otherwise in the Agreement.

6.4 Supplier is entitled to change the Service Fees for each new Subscription Period by providing Customer with a written notice of the change before the end of the ongoing Subscription Period. Any change of Service Fees will only apply from the beginning of a renewed Subscription Period. Customer may terminate the Agreement by written notice to Supplier before the commencement of the new Subscription Period if Customer does not accept the changed Service Fees. In such case, the Agreement will continue in full force and effect until the end of the ongoing Subscription Period, after which the Agreement shall terminate.

6.5 All prices and payments relating to the Agreement are exclusive of any applicable taxes, customs and import duties, levies and charges of any kind. Any such taxes, customs and import duties, levies, and charges that may be imposed on or paid by Supplier shall be borne by Customer. Any sums to be paid to Supplier shall be net of any applicable taxes, duties and levies that might be levied or withheld on payments made by Customer to Supplier. Should any such taxes, duties or levies be levied or withheld by Customer on payments due to Supplier, then Customer shall gross up the net payments to Supplier by such an amount necessary to ensure that Supplier receives a net amount equal to the full amount Supplier would have received had such taxes, duties or levies not been withheld. In any case, Customer shall provide Supplier promptly with the official tax receipt, which confirms the tax payment on Customer’s behalf.

7. Confidentiality

7.1 Each Party agrees that it will maintain the confidentiality of all material and information, regardless of whether technical, financial or commercial, received in whatever form from the other Party, that are designated, or which should reasonably be regarded in the normal commercial view, as constituting confidential information, trade secrets, or proprietary information (“Confidential Information”). The receiving Party undertakes:

to maintain as secret and confidential all Confidential Information obtained directly or indirectly from the disclosing Party in the course of the Agreement and to respect the disclosing Party’s rights therein;
to use such Confidential Information only for the purposes of the Agreement; and
to disclose such Confidential Information only to those of its employees and contractors pursuant to the Agreement (if any) to whom and to the extent that such disclosure is reasonably necessary for the purposes of the Agreement.

7.2 The provisions of Section 7.1 shall not apply to any information that the receiving Party can demonstrate by reasonable, written evidence:

was, prior to its receipt by the receiving Party from the disclosing Party, in the possession of the receiving Party and at its free disposal; or
is subsequently disclosed to the receiving Party without any obligation of confidence by a third party who has not derived it directly or indirectly from the disclosing Party; or
is or becomes generally available to the public through no act or default of the receiving Party or its agents, employees or affiliates; or
is independently developed by the receiving Party by individuals who have not had any direct or indirect access to the disclosing Party’s Confidential Information; or
the receiving Party is required to disclose to the courts of any competent jurisdiction, or to any government regulatory agency, or financial authority, provided that the receiving Party shall: (i) inform the disclosing Party as soon as is reasonably practicable, and (ii) at the disclosing Party’s request seek to persuade the court, agency or authority to have the information treated in a confidential manner, where this is possible under the court, agency or authority’s procedures.

7.3 The receiving Party shall procure that all of its employees and contractors pursuant to the Agreement (if any) who have access to any of the disclosing Party’s information to which Section 7.1 applies shall be made aware of and subject to these obligations and shall have entered into written undertakings of confidentiality at least as restrictive as Sections 7.1 and 7.2 which apply to the disclosing Party’s Confidential Information.

7.4 Save as otherwise set out in the Agreement, the receiving Party shall immediately cease using Confidential Information obtained from the disclosing Party at the expiry or termination of the Agreement, and unless specifically agreed on, return all material and copies in question to the disclosing Party without undue delay after the expiry or termination of the Agreement or when the Confidential Information is no longer needed for the purposes of the Agreement. Both Parties are entitled to retain confidential copies required by applicable laws and authority orders.

7.5 Nothing in this Section 7 shall be construed as limiting Supplier’s right to generate and utilize any Aggregate Usage Data in accordance with the Agreement.

7.6 The provisions of this Section 7 shall survive expiration or termination of the Agreement for a period of five (5) years, subject to any longer confidentiality obligation provided by applicable law.

8. Intellectual Property Rights

Ownership of Intellectual Property Rights to the Service and Documentation

8.1 All Intellectual Property Rights in or related to the Service and the Documentation and all parts and copies thereof shall remain exclusively vested with and be the sole and exclusive property of Supplier and/or its subcontractors or licensors.

8.2 Except as expressly stated herein, the Agreement does not grant Customer any Intellectual Property Rights in the Service or Documentation and all rights not expressly granted hereunder are reserved by Supplier and its subcontractors or licensors, as the case may be.

Feedback

8.3 If Customer, acting in its sole discretion, provides to Supplier any Feedback, Customer hereby grants to Supplier a perpetual, irrevocable, royalty free, non-exclusive, worldwide license to use, copy and modify the Feedback for the purposes of: (i) supporting Customer in connection with the Agreement; and (ii) developing and improving the Service, which may incorporate the Feedback, including without limitation correction of errors and debugging the Service.

Infringement of Third Party IPR

8.4 Supplier will defend Customer against any claim that the Service or Documentation infringes the Intellectual Property Rights of a third party and pay any damages finally settled or awarded in a trial to the third party with respect to any such claim, provided that Supplier is notified promptly in writing of the claim and given sole control of the defense and all related settlement negotiations in relation to the claim as well as reasonable assistance and necessary authorizations from Customer to defend or settle the claims on behalf of Customer.

8.5 At any time, if Supplier reasonably deems that any part of the Service or Documentation infringes the Intellectual Property Rights of any third party, Supplier has the right at its own expense to (i) modify/replace the Service or Documentation to eliminate the infringement in such a manner that the modified Service or Documentation complies with the Agreement; or (ii) procure to Customer a right to use the Service or Documentation. If none of the aforementioned alternatives are reasonably possible, Supplier shall have the right to terminate the Agreement and Supplier shall refund to Customer the Service Fee paid by Customer for the then current Subscription Period less the part of the Service Fee corresponding the time Customer has been able to use the Service during such Subscription Period in accordance with the Agreement.

8.6 Supplier shall, however, not be liable for any infringement or claim thereof in the event the claim (i) is made by a User or any affiliate of Customer; (ii) has resulted from Customer’s or User’s use, modification, or addition to the Service or Documentation; or (iii) could have been avoided by using the latest version of the Service or Documentation provided by Supplier.

8.7 Sections 8.4 – 8.7 contain Supplier’s entire liability and Customer’s sole and exclusive remedy in case of infringement of third-party Intellectual Property Rights.

9. Limited Warranty

9.1 Supplier warrants that the Service will be provided as set forth in Section 3.1. If the Service fails to perform as warranted hereunder, Supplier’s sole obligation and Customer’s exclusive remedy will be (i) to use commercially reasonable efforts to restore the non-conforming Service so that it conforms to the warranty; or (ii) if such restoration may not be, in Supplier’s opinion, available within a reasonable time or with reasonable efforts, to terminate the Agreement and refund any prepaid Service Fees on a pro-rata basis for the remainder of the Subscription Period.

9.2 Except as specifically provided under the Agreement, the Service is provided “as is” and with the functionalities available at each time without warranty of any kind, either express or implied, including but not limited to the warranties of merchantability and fitness for a particular purpose.

10. Limitation of Liability

10.1 Neither Party shall be liable to the other Party for any indirect or consequential damages, including without limitation loss of profits or damage caused due to decrease or interruption in turnover, production or business.

10.2 Neither Party shall be liable for the destruction, loss, corruption or alteration of the other Party’s data or data files, nor for any damages or expenses incurred as a result, including expenses involved in the reconstruction of data files, save for the Parties’ responsibility to make backup copies of the data in accordance with Sections 3.8 and 3.9. Supplier’s liability for any destruction, loss, corruption or alteration of Customer Data is limited to recovery of the latest backups in accordance with the Sections 3.8 and 3.9.

10.3 Supplier’s total aggregate liability under or in connection with the Agreement shall be limited to the aggregate Service Fees paid by Customer for the Service for the last twelve (12) months preceding the occurrence for which damages are claimed.

10.4 The limitations of liability in this Section 10 shall not apply in cases of intentional misconduct or gross neglicence, or breach of confidentiality obligations in Section 7.

11. Force Majeure

11.1 Each Party shall be released from liability to compensate loss or from the obligation to perform certain obligations pursuant to the Agreement provided the loss or the omission is due to an event beyond the Party’s control (“Force Majeure Event”) and the event prevents, significantly obstructs, or delays the performance thereof. The same applies where the loss or the omission is due to omission or delay from a Party’s subcontractors caused by a Force Majeure Event.

11.2 Each Party shall without delay inform the other Party in writing of a Force Majeure Event. If the circumstances constituting a Force Majeure Event continue for more than three (3) months, either Party shall have the right to terminate the Agreement by written notice to the other Party.

12. Term and Termination

Term and Termination of the Agreement

12.1 The Agreement shall enter into force when Customer has finalised the subscription to the Service and accepted the Agreement as part of the subscription procedure.

12.2 The Agreement shall stay in effect for each Subscription Period. After the first Subscription Period, the Agreement shall be automatically renewed and continue for recurring Subscription Periods, unless a Party has provided the other Party with a written notice of termination at least thirty (30) days in advance before the end of the current Subscription Period. Customer shall continue to have access to the Service and Supplier is entitled to charge the Service Fee until the end of the notice period. For clarity, the Agreement may not be terminated for convenience before the end of the ongoing Subscription Period, save for what is provided in Section 12.3 below.

12.3 For the initial Subscription Period that Customer has ordered, Supplier grants Customer a three (3) months’ trial period. During such trial period, Customer may terminate the Agreement for convenience by written notice to Supplier and in such case Supplier will refund any prepaid Service Fees for the Service on a pro-rata basis for the remainder of the Subscription Period. In the absence of Customer’s termination in accordance with the foregoing, the Agreement will continue in effect as provided under Section 12.2 above.

12.4 Before the end of each Subscription Period, Customer is entitled to change the term of the next Subscription Period by written notice to Supplier to be given no later than thirty (30) days before the end of the current Subscription Period (e.g. change the Subscription Period from 12 months to a recurring 1 month Subscription Period). In such case, Customer acknowledges that the Service Fee is also subject to change.

12.5 In addition to other termination rights agreed in the Agreement, each Party may terminate the Agreement without liability to the other if: (i) the other Party commits a material breach of the Agreement and (if such breach is remediable) fails to remedy that breach within thirty (30) days of that Party being notified in writing of the breach; or (ii) the other Party is dissolved or liquidated, is declared bankrupt or otherwise becomes the subject to other insolvency proceedings.

Effects of Termination

12.6 On termination of the Agreement for any reason, subject to Section 12.8 below, Customer shall immediately: (i) cease using the Service; and (ii) return or, if instructed by Supplier, destroy or delete all Documentation and other Confidential Information of Supplier. Except as otherwise set out in the Agreement, Customer shall pay to Supplier all fees due at the time of termination and all fees paid by Customer to Supplier are non-refundable. In case of termination for cause by Customer in accordance with Section 12.5, Supplier will refund a reasonable portion of any prepaid Service Fees for the remainder of the Subscription Period.

12.7 The provisions of the Agreement which by their nature reasonably should survive the termination or expiration of the Agreement shall survive any expiration or termination of the Agreement.

Post-Termination Phase

12.8 After termination of the Agreement, Supplier will delete any Customer Data from the Service within thirty (30) days following the termination date, or immediately, if Customer so instructs in writing to Supplier. However, upon Customer’s request made within thirty (30) days following the termination date, Supplier will assist Customer in transitioning the Customer Data from the Service on a time and materials basis in accordance with Supplier’s then current price for consulting services, to the same extent that Supplier makes such services generally available to all its customers.

13. Miscellaneous

Notices

13.1 Any notice to be given by either Party to the other Party under the Agreement shall be provided in writing to the contact person of the other Party. If either Party is to change their respective contact details, the other Party shall be informed thereof in advance.

Reference Use

13.2 Supplier may use Customer’s name and logo as a reference in its promotion of the Service.

Subcontractors

13.3 Supplier is entitled to use subcontractors, including third party software and hosting suppliers, for the provision of the Service. Supplier shall be liable for its subcontractors’ work and services in the same manner as for its own work and services under the Agreement.

Entire Agreement

13.4 The Agreement supersedes all prior agreements, arrangements, and understandings between the Parties relating to the subject matter hereof, and constitutes the entire agreement between the Parties relating to the subject matter hereof.

Severability

13.5 If any part of the Agreement is held to be invalid or unenforceable by any court, tribunal or other authority having jurisdiction, this shall not affect the validity or enforceability of the rest of the Agreement. Instead, the Agreement shall be construed and interpreted so that its effect shall remain as close as legally possible to the effect it would have had without such invalidity or unenforceability.

Amendments

13.6 Supplier is entitled to amend the Agreement (including documents and terms referenced therein) with no less than thirty (30) days’ prior written notice to Customer before the effective date of the amendment. Such notice may be posted in the Service or provided otherwise in writing to Customer. If Customer does not accept the amended Agreement, Customer has the right to terminate the Agreement by notifying Supplier thereof in writing prior to the effective date of the amendment. In such case Supplier will refund any prepaid Service Fees for the Service on a pro-rata basis for the remainder of the Subscription Period. In the absence of Customer’s notice of termination in accordance with the above, Customer shall be deemed to have accepted the amended Agreement.

Assignment

13.7 Supplier shall be entitled to assign any of its rights or obligations under the Agreement in whole or in part to an affiliate or business partner or successor or to a purchaser or acquirer of its business assets relating to the Service without Customer’s prior consent.

13.8 Customer shall not be entitled to assign any of its rights or obligations hereunder in whole or in part without the prior written consent of Supplier.

14. Governing law and dispute resolution

14.1 The Agreement shall be exclusively governed by and construed in accordance with the laws of Finland without regard to its choice of law provisions.

14.2 Any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one (1). The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be Finnish or English. The arbitral proceedings and award shall be confidential.

14.3 Nothing in the Agreement shall be deemed to limit the Parties’ rights to seek interim injunctive relief or to enforce an arbitration award in any court of law. With respect to any violation by Customer of any Intellectual Property Rights and/or Confidential Information of Supplier and/or payment obligations under the Agreement, Supplier shall have the right, at its sole discretion, to seek remedies in public courts within any applicable territory.