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Terms & Conditions

General

These Terms and Conditions shall apply to provision of the Oppex Services provided by the Finnish company Oppex Oy (business ID 2268416-7) or, as the case may be, its affiliate or distributor (hereinafter "Supplier") to the Customer under the subscription agreement (the "Agreement") that incorporates these General Terms and Conditions as well as to any other Oppex products or services provided by Supplier to the Customer. Any referral to "Agreement" shall include these General Terms and Conditions.

Definitions

As used in the Agreement, capitalized terms shall have the meanings ascribed to such terms in the following:

"Content" shall mean any information made accessible through Oppex Services

"Customer" shall mean the entity having subscribed to or purchased the Oppex Services under this Agreement.

"Customer Data" shall mean all Customer’s data that Customer, a Designated User or another party acting on Customer’s behalf processes, stores, generates in or submits to the Oppex Service. The Customer Data may include personal data.

"Designated Users" shall mean those employees, sales agents or contractors of Customer or designated by Customer who are entitled to use the Oppex Service under this Agreement the amount of which users shall be specified in the Order Form.

"Intellectual Property Rights" shall mean copyrights and other similar rights and related rights (including database and catalogue rights), patents, utility models, trademarks, trade secrets, know-how and any other form of registered or unregistered intellectual property rights as well as any applications for any of the foregoing.

"Oppex Service" shall mean the proprietary "Oppex" online software service as specified in the Order Form.

"Order Form" shall mean either a written and signed form or an electronically submitted form.

"Party" shall mean Customer or the Supplier (jointly the "Parties").

Free Trial

If Customer registers on Supplier’s website for a free trial, Supplier will make one or more Oppex Services available to Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for which the Customer registered to use the applicable Oppex Service(s), or (b) the start date of any Purchased Service subscriptions ordered by the Customer for such Service(s). Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.

Any data the Customer enters into the services, and any customizations made to the services by or for the Customer, during the free trial will be permanently lost unless the Customer purchases a subscription to the same services as those covered by the trial, purchase upgraded services, or export such data, before the end of the trial period. The Customer cannot transfer data entered or customizations made during the free trial to a service that would be a downgrade from that covered by the trial; Therefore, if the Customer purchases a service that would be a downgrade from that covered by the trial, the Customer must export its data before the end of the trial period or the data will be permanently lost. During the free trial the services are provided “as-is” without any warranty.

The Terms and Conditions listed in this document shall also apply to free trial subscription when applicable.

Services

Upon the subscription of the Oppex Service by the Customer, Supplier grants to Customer and any Designated Users, subject to the terms and conditions of this Agreement and the payment of the fees set out in the Order Form or in Supplier’s price list in force from time to time, a limited, non-exclusive and nontransferable license to access and use the Oppex Service solely for Customer’s internal use during the term of this Agreement.

Customer shall not on the basis of this Agreement have any rights to modify, decompile, reverse engineer, access the source code of or transfer, assign, sub-license or distribute the Oppex Services.

All Intellectual Property Rights in and to the Oppex Services are and shall at all times remain the sole and exclusive property of Supplier and/or any relevant third parties. Nothing in this Agreement shall constitute a transfer of any Intellectual Property Rights of Supplier or any third party to Customer. All rights not expressly granted to Customer shall be retained by Supplier.

Oppex Services are accessed by using common web browsers. Supplier shall use its commercially reasonable efforts to make the service compatible with most of the common browsers but does not guarantee interoperability with all of them. If Customer has not reported any claims for nonconformity, delay or deficiency relating to the Oppex Services or any contract breach within seven (7) days of delivery or from the moment when such deficiency was first visible or such breach occurred, all Oppex Services will be deemed accepted and delivered in accordance with this Agreement.

The Customer is responsible for acquiring any and all network, internet and telecommunications connections and all technical equipment required for using the Oppex Services.

Usage restrictions and usage limits

Usage Limits. Oppex Services and Content are subject to usage limits. Unless otherwise specified, a quantity in an Order Form refers to Users, and the Service or Content may not be accessed by more than that number of Users.

Usage Restrictions. Customer will not (a) make any Oppex Service or Content available to, or use any Oppex Service or Content for the benefit of, anyone other than Customer or Designated Users, (b) sell, resell, license, sublicense, distribute, rent or lease any Oppex Service or Content, or include any Oppex Service or Content in a service bureau or outsourcing offering, (c) use a Oppex Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Oppex Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Oppex Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Oppex Service or Content or its related systems or networks, (g) permit direct or indirect access to or use of any Oppex Service or Content in a way that circumvents a contractual usage limit, (h) copy a Oppex Service or any part, feature, function or user interface thereof, (i) copy Oppex Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Oppex Service or Content, other than framing on Customer’s own intranets or otherwise for Customer’s own internal business purposes or as permitted in the Documentation, (k) access any Oppex Service or Content in order to build a competitive product or service, or (l) reverse engineer any Service (to the extent such restriction is permitted by law).

Removal of Content. If Supplier is required by a third party to remove Content, or receive information that Content provided may violate applicable law or third-party rights, Supplier will promptly remove such Content without any prior notification.

Support

As a part of the Oppex Service provided herein Supplier shall use its commercially reasonable endeavors to provide general remote support and remote assistance to the Customer in using and setting up the Oppex Service subscribed to herein and provide consultation for the Customer’s reasonable questions related to the Oppex Service.

In addition to the general support services set forth above, Customer may order from Supplier additional setup, support, onsite support, consultancy and training services related to the use of the Oppex Services at the prices set out in Supplier’s price list from time to time.

Changes to the Oppex Services

Supplier may, from time to time, under its sole discretion, modify and update any of the Oppex Services or a part thereof and may cease to provide the same. If such changes of the Oppex Services require changes to be made to the Customer’s equipment or software, the Customer is responsible for carrying out such changes to its equipment or software at its own expense.

Any additional development work of the Oppex Services requested by Customer and any fees and prices payable thereof shall always be separately agreed upon with Supplier in writing.

Customer Data and Data Protection

Customer acknowledges that Supplier stores Customer Data only for a limited time determined by Supplier in its sole discretion.

Customer is solely responsible for the legality, accuracy and non-infringing nature of its Customer Data and of the means by which it acquired the personal data included in its Customer Data. When submitting personal data to the Oppex Service, Customer acts as data controller under applicable data protection laws.

Supplier shall implement appropriate technical and organizational measures in order to protect, secure and safeguard the personal data which is processed by Supplier on behalf of the Customer. Such security measures must at least reach a level of security equivalent of what is prescribed by applicable law. The Supplier shall immediately inform Customer of any threats to the security of the personal data processed under this Agreement.

Customer retains the title and all Intellectual Property Rights in and to the Customer Data. Customer grants Supplier a nonexclusive, sublicensable, transferable, worldwide, royalty-free license and permission to use, copy, process, store, modify and otherwise exploit (i) Customer Data for the purpose of providing the Oppex Services to Customer; and (ii) generalized and anonymised Customer Data for the purposes of, and subject to restrictions set by applicable data protection laws, developing the Oppex Services. The license granted to Supplier herein shall survive the expiry or any termination of this Agreement.

General Rights and Responsibilities of Customer

The person signing or otherwise accepting the Agreement represents that it has the authority to bind the organization indicated on the Order Form.

Customer must maintain confidential and secure all identifying codes, passwords and any other confidential information relating to the Oppex Services and the provision thereof and ensure that all Designated Users comply with the obligations set out herein. Customer must immediately inform Supplier regarding any threats or suspected threats against the security of Oppex Services and of any unauthorized disclosure of confidential information or personal data related to Oppex Services.

Fees and Payment

Fees. In return for the use of the Oppex Services under this Agreement, Customer shall pay Supplier the fees set forth in Supplier’s price list in force from time to time.

Payment methods. Customer will provide Supplier or Supplier’s payment operator with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Supplier. If Customer provides credit card information to Supplier, Customer authorizes Supplier to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Supplier will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Supplier and notifying Supplier of any changes to such information.

Late payment interest. Late payment interest for due but unpaid amounts shall be calculated in accordance with the Finnish Interest Act (633/1982, as amended).

Taxes and levies. All fees and prices set out in this Agreement are exclusive of any value-added taxes, sales or use taxes and any other taxes or levies. Customer shall be liable for any taxes and levies that may be imposed on the use or purchase of the Oppex Services.

Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with Clause "Term and Termination", Supplier will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Supplier, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve Customer of its obligation to pay any fees payable to Supplier for the period prior to the effective date of termination.

No Warranty

The Oppex Services provided by Supplier to Customer shall be provided on an “as is” basis. Supplier makes no representations, warranties or guarantees regarding the Oppex Services and disclaims all implied and express warranties and representations, including without limitation warranties of merchantability, fitness for a particular purpose and non-infringement.

Supplier does not warrant that the Oppex Services will meet or fulfil Customer’s requirements, expectations or purposes of use, or that the Oppex Services will be free of defects or errors or interruptions.

Limitation of Liability

Neither Party shall be liable for any indirect, special or consequential damages resulting from this Agreement, including but not limited to loss of profits or business or damage or loss caused as a result of interruptions in business.

Supplier shall not be liable for the destruction or loss of Customer Data, nor for any damages and expenses incurred to the Customer as a result. Supplier shall not in any way be liable for the Customer’s own use of the Oppex Services or any damages or losses resulting thereof.

Supplier accepts no liability whatsoever for any problems caused by network connections or electricity supply, or any other problems relating to any service or product provided by any third party service provider.

Supplier’s aggregate maximum liability for any damages arising out of or related to this Agreement shall not exceed fifty (50) per cent of the fees actually paid by Customer to Supplier for the Oppex Services during the last two (2) months preceding the receipt of the claim for damages.

Notwithstanding the above in this Clause, neither party seeks to exclude or restrict its liability for any matter in respect of which, by law, it is not permitted to restrict its liability, such as liability for damage caused by gross negligence or intent.

Confidentiality

The Parties each undertake and agree to keep secret the other Party’s confidential information including but not limited to technical, financial and commercial information (hereinafter referred to as Confidential Information”), unless such Confidential Information is required to be disclosed in order to comply with the obligations set out in this Agreement. The Parties are also liable to ensure that those of its employees and subcontractors who have access to the information, are bound by a similar confidentiality obligation.

The obligations set forth herein regarding Confidential Information shall not apply to information which is:

(i) in the public domain other than by a breach of this Agreement on the part of the receiving Party;

(ii) rightfully received from a third party not bound by any obligation of confidentiality;

(iii) rightfully known to the receiving Party, as shown by the records of the receiving Party;

(iv) required to be disclosed by law or an authority decision or by a court of competent jurisdiction.

Supplier shall have the right to use Customer’s company name and logo to promote its Services. This usage can be related to but is not limited to Supplier’s marketing or commercial efforts.

Term and Termination

Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.

Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 1 month before the end of the relevant subscription term.

The per unit pricing during any automatic renewal term will be the same as that during the immediately prior term unless Supplier has given Customer a written notice of a pricing increase at least one (1) month before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter.

Termination. A party may terminate this Agreement for cause (i) upon one (1) month’s written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

A Party may terminate this Agreement with immediate effect if the other Party substantially breaches the provisions of this Agreement and fails to correct the breach within fourteen (14) days of having received written notice of the breach. The Customer acknowledges that a failure by the Customer to pay the fees set forth in in this Agreement shall constitute a material breach of this Agreement and the Customer acknowledges that Supplier may cease to provide the Oppex Services to Customer due to such failure by the Customer without prior notice.

Supplier may terminate this Agreement with immediate effect, in whole or in part, if Customer becomes bankrupt, liquidated or insolvent or enters any proceedings in this regard which can reasonably be considered to weaken its ability to make payments.

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

Miscellaneous

Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of Finland, without reference to its conflict of laws or private international law provisions. Any dispute, controversy or claim arising out of or in connection with this Agreement or the breach, termination or invalidity thereof, shall be attempted to be amicably settled through negotiations between the Parties for a period of thirty (30) days and failing the same, shall be finally settled in arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce of Finland by one (1) arbitrator. The arbitration shall take place in Helsinki, Finland and shall be conducted in the English language. The award of the arbitration shall be final and binding on both Parties.

Notwithstanding the above, Supplier may always institute legal action in the District Court of Helsinki against the Customer.

Subcontractors. Each Party shall have the right to subcontract its obligations under this Agreement. Each Party shall ensure that his subcontractor shall comply with the provisions of this Agreement. Each Party shall be liable for the actions of its subcontractors as for its own.

Force Majeure. A Party shall not be deemed to be in breach of this Agreement as long as its failure to perform any of its obligations hereunder is caused solely by labour disturbance, fire, act of war or nature, information network or telecommunication network malfunction, government order or any other, similar cause beyond the Party’s reasonable control. If such event persists for over one (1) month, a Party may terminate this Agreement immediately upon written notice to the other Party.

Assignment. Unless expressly agreed otherwise herein, neither this Agreement, nor any interest hereunder shall be assignable by Customer without the prior written consent of the Supplier. Supplier shall be entitled to assign and transfer this Agreement to an affiliate or third party or as a part of a sale of its business operations pertaining to this Agreement or a part thereof.

Amendments. Supplier is entitled to amend the Agreement and any appendices including without limitation the fees charged for the Oppex Service by providing the Customer with a one (1) month prior written notice to the Customer’s address or email address indicated on the Order Form. If the Customer does not accept the change made by Supplier to this Agreement or its appendices, the Customer has the right to terminate the Agreement by notifying Supplier thereof in writing at least two (2) weeks prior to the effective date of such change.

No waiver. A failure by any Party at any time or times to require performance of any provisions of this Agreement shall in no manner affect its right to enforce the same, and the waiver by any Party of any breach of any provision of this Agreement shall not be construed to be a waiver by such Party of any succeeding breach of such provision or waiver by such Party of any breach of any other provision hereof.

Severability. If any term or provision of this Agreement is held to be illegal or unenforceable, the validity of the remainder of this Agreement shall not be affected.