VALOSSA LABS LTD – GENERAL TERMS AND CONDITIONS

Last updated 28 September 2020.

1.    Valossa Service.

1.1     Valossa Software as a Service.

These Valossa Labs Ltd – General Terms and Conditions (“Agreement”) apply to any products or services provided to you by Valossa Labs Ltd, a company registered in Finland (“Valossa”), including any software, applications, APIs, algorithms, and documentation (collectively, “Service”). For clarity, the Service shall include Valossa’s proprietary software, the Valossa Core API, other Valossa APIs, and applications that are specifically licensed to you from time to time by Valossa.

By using the Service, you agree to be bound by this Agreement. Please read and review this Agreement carefully before accessing or using the Service to ensure that you understand and accept each provision.

If you are registering or using the Service on behalf of a company, entity, or organization (collectively “Client Entity”), you represent and warrant that you are an authorized representative of the Client Entity with the authority to bind such Client Entity to this Agreement, and you hereby agree to be bound by the terms of this Agreement on behalf of such Client Entity. References to “you” in this Agreement shall in the case of a Client Entity be construed to mean you, the Client Entity, and any other individual that uses the Service on behalf of the Client Entity.

1.2    License Grant.

Subject to all limitations and restrictions contained herein, Valossa grants you a non-exclusive and non-transferable subscription right to access and use the Service solely for internal business purposes and solely to perform the functions described in the Service description published by Valossa on its website or separately provided to you, as the case may be.

A customized deployment of the Service, such as an on-premises deployment made for your own server infrastructure, may require you to accept individual open-source license terms.

1.3     Use.

You shall not allow any website that is not fully owned by you to frame, syndicate, distribute, replicate, or copy any portion of your web site that provides direct or indirect access to the Service. Unless otherwise expressly permitted in writing by Valossa you shall not permit any subsidiaries, affiliated companies, or third parties to access the Service.

In no event shall you disassemble, decompile, or reverse engineer any software or Confidential Information (as defined in Section 9) related to the Service, or permit others to do so. Disassembling, decompiling, and reverse engineering include, without limitation: (i) converting software from a machine-readable form into a human-readable form; (ii) disassembling or decompiling software by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (iii) examining the machine-readable object code that controls the software’s operation and creating the original source code or any approximation thereof by, for example, studying the software’s behavior in response to a variety of inputs; or (iv) performing any other activity related to the Service that could be construed to be reverse engineering, disassembling, or decompiling. To the extent any such activity may be permitted pursuant to written agreement, the results thereof shall be deemed Confidential Information of Valossa subject to this Agreement. You may use Valossa’s Confidential Information solely in connection with the Service and pursuant to the terms of this Agreement.

1.4    Evaluation License.

You may also receive from Valossa a limited, non-exclusive and non-transferable right to access and use the Service for evaluation purposes, which right to access shall be for a term of thirty (30) days unless otherwise defined separately in writing. You may only use the Service for your internal evaluation purposes, and solely for making a decision on whether to purchase the Service.

2.    Ownership.

2.1    Intellectual Property Rights.

All intellectual property rights (“IPRs”) belonging to you or Valossa, as the case may be, prior to the execution of the Agreement shall remain vested in the party owning such IPRs and nothing in this Agreement will operate to assign or transfer any IPRs to the other party.

You acknowledge that you are obtaining only a limited license right to use the Service and that irrespective of any use of the words “purchase,” “sale” or like terms hereunder no ownership rights are being conveyed to you under this Agreement or otherwise. All modifications, upgrades, and enhancements of the Service are the sole and exclusive property of Valossa.

2.2    Valossa Property.

Except for the limited license rights granted to you as expressly provided herein, Valossa has and will retain all rights, title and interest in and to the Service (including, without limitation, all related patent, copyright, trademark, trade secret and other IPRs), and all copies, modifications and derivative works thereof.

Excluding the data explicitly provided as processing results data to you, Valossa will also retain all rights to scripts, algorithms, keywords or any data included in the Service (collectively, the “Valossa Data”). You shall not sell, license, distribute, assign or otherwise transfer Valossa Data as such, in whole or in part, modified or unmodified, to any third party or anyone else, or allow anyone to do so. Any use of Valossa Data not specified in this Agreement is expressly prohibited. Valossa Data is not redeemable for any sum of money or monetary value from Valossa at any time.

2.3    User Submissions.

You retain all right, title, and interest in and to any data, content, or other materials (including videos, images and audio files) that you provide to Valossa in connection with the use of the Service (“User Submissions”).

You are prohibited from uploading any User Submissions (i) that are in breach of confidence or privacy; or (ii) for which you have not obtained all necessary licenses and/or approvals; or (iii) which give rise to criminal or civil liability, or otherwise are contrary to the law or infringe the rights of any third party, in any country in the world; or (iv) which are technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data); or (v) which contain or disclose another person’s Personal Data (as defined in Section 12.1) without his or her written consent or another lawful basis for using such Personal Data in the context of the Service. In case Valossa has reason to believe that you have acted in breach any of the foregoing obligations, Valossa shall be entitled to immediately block your access to the Service and to terminate this Agreement for material breach.

By transmitting or allowing the transmission of any User Submissions via the Service, you grant Valossa a non-exclusive, irrevocable, royalty-free, worldwide license to (i) capture, maintain, transmit, display, observe, study and process the User Submissions in connection with Valossa’s provision of the Service; and (ii) compile aggregated statistics for internal, and marketing use (provided that no such use shall include any information that can identify you or any of your end users.

Furthermore, you grant Valossa a non-exclusive, irrevocable, royalty-free, worldwide, perpetual license to the User Submissions, including any related data and metadata generated by the Service, for purposes of internal training, data modeling and/or improving or enhancing the Service.

Except when expressly agreed otherwise in writing, Valossa shall not sell, license, distribute, assign or otherwise transfer User Submissions, in whole or in part, to any third party. However, unless otherwise agreed in writing, Valossa retains the right to transfer User Submissions to third-party partners in the context of providing the Service.

Except when expressly agreed otherwise in writing, Valossa shall store the User Submissions uploaded to the Service as long as Valossa deems necessary.

2.4    Suggestions and Improvements to the Service.

Notwithstanding this Section 2.4, unless otherwise expressly agreed in writing, all suggestions, solutions, improvements, corrections, and other contributions provided by you regarding the Service shall be owned by Valossa, and you hereby agree to assign any such rights to Valossa. Nothing in this Agreement shall preclude Valossa from using in any manner or for any purpose it deems necessary, the know-how, techniques, or procedures acquired or used by Valossa in the performance of the Service hereunder.

3.    Pricing and Payments.

Pricing applicable to the Service from time to time is stated on Valossa’s pricing page. All prices are exclusive of VAT or withholding taxes, which shall be charged in addition to the published prices. You shall be responsible for any other local sales taxes that may be applicable.

Valossa may at any time implement changes to the pricing of the Service. Prior to any increases in pricing, Valossa shall provide you with reasonable notice of such increase in accordance with Section 13.6.

Valossa reserves the right to restrict or block your access to the Service if any payment by you is overdue for more than fourteen (14) days.

4.    Term of Agreement.

4.1     Subscription Term.

You may use the Service pursuant to this Agreement on a month-to-month basis in consideration for the payments outlined in Section 3 hereof, or until this Agreement is terminated as provided herein (the “Term”).

4.2     Termination.

Either party may terminate this Agreement if the other party: (a) fails to cure any material breach of this Agreement within 30 days after written notice of such breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party (and not dismissed within 60 days thereafter). Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.

Upon any expiration or termination of this Agreement, you shall cease any and all use of the Service and destroy any copies thereof that you may be in possession of, and so certify to Valossa in writing upon request.

4.3     Survival.

Sections 1.3 (Use), 2 (Ownership), 5 (Disclaimer; No Warranties), 7 (Limitation of Liability), 9 (Confidential Information), and 13 (General) shall survive any termination or expiration of this Agreement.

5.    Disclaimer; No Warranties.

ALL SERVICES INCLUDING PROFESSIONAL SERVICES ARE PROVIDED BY VALOSSA ON AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, VALOSSA AND ITS AFFILIATES, LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM ANY WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, AND NON-INFRINGEMENT. VALOSSA DOES NOT WARRANT THE DATA, CONTENT, ANALYTICS, FEATURES, OR INFORMATION PROVIDED THROUGH THE SERVICE, INCLUDING WITHOUT LIMITATION USER SUBMISSIONS OR OTHER DATA PROVIDED BY OTHER USERS, TO BE UNINTERRUPTED, ACCURATE, USEFUL, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR EQUIPMENT, LOSS OF DATA, OR OTHER HARM THAT RESULTS FROM YOUR USE OF THE SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.

6.    Professional Services.

If separately agreed in writing, Valossa may provide professional consulting services (“Professional Services”) to the Customer. All Professional Services will be performed at Valossa’s standard time and materials rates.

7.    Limitation of Liability.

UNDER NO CIRCUMSTANCES WILL VALOSSA OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OR RELATED TO THE SERVICE, EVEN IF VALOSSA OR A VALOSSA AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL VALOSSA’S OR ITS AFFILIATE’S, CONTRACTOR’S, EMPLOYEE’S, AGENT’S, OR THIRD PARTY PARTNER’S OR SUPPLIER’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE SERVICE (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED 15% OF THE AMOUNT ACTUALLY PAID BY YOU TO VALOSSA UNDER THIS AGREEMENT.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

8.    Indemnification.

You (and your Client Entity, if applicable) agree to indemnify, defend, and hold Valossa, its affiliates, contractors, employees, agents and its affiliates, suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Service, your violation of the terms of this Agreement or any law or regulation, or any breach of the representations, warranties, and covenants made by you in this Agreement. Valossa reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Valossa, and you agree to cooperate with our defense of these claims. Valossa will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

9.    Confidential Information.

Each party agrees that all code, inventions, know-how, business, technical and financial information which it obtains (“Receiving Party”) from the disclosing party (“Disclosing Party”) constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Any software, documentation, performance information or technical information related to the Service shall be deemed Confidential Information of Valossa without any marking or further designation. The fact that you are a customer of Valossa shall not be Confidential Information. Except as expressly authorized herein, the Receiving Party will hold in confidence and not use or disclose any Confidential Information. The Receiving Party’s nondisclosure obligation shall not apply to information which the Receiving Party can document: (i) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (ii) is or has become public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the Receiving Party who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation, law or order and with advance notice to the Disclosing Party). The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that the Disclosing Party shall be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

10.    Co-Marketing.

Neither party shall make use of the other party’s name or any information acquired through its dealings with the other party for publicity or marketing purposes without the prior written consent of the other. Notwithstanding the foregoing, you agree that Valossa may refer to you as a customer, and in connection with such reference use your logo (if applicable), on its website and in its promotional material.

11.    Compliance and Information Security.

You agree to comply with all applicable laws, regulations, and ordinances relating to this Agreement. You shall not export, directly or indirectly, any technical data acquired from Valossa under this Agreement (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations, including United States export laws and regulations, to any country for which the government or any agency thereof at the time of export requires an export license or other governmental approval without first obtaining such license or approval.

You shall ensure that each website for which the Service is engaged contains or is linked to a privacy policy that governs its data collection and use practices under applicable laws.

You shall be obliged to keep your authentication credentials, including API keys, passwords and any other kinds of access tokens required for the use of the Service confidential, to keep them in a safe place, and to protect them against unauthorized access by third parties with appropriate precautions, and to instruct the users to observe copyright regulations.

In case Valossa has reason to believe that you have breached your obligations under this Section 11 or that a third party has gained unauthorized access to the Service using your credentials, Valossa shall be entitled to immediately block your access to the Service Software and to terminate this Agreement for material breach.

12.    Personal Data Processing (Agreement).

12.1    Introduction.

If User Submissions contain any personal data as defined in Article 4 of the European Union General Data Protection Regulation (“GDPR”), hereinafter referred to as “Personal Data”, you shall be the controller (determining the purposes and means of the Personal Data processing) and Valossa shall be the processor acting on your behalf.

By entering into this Agreement, you are instructings Valossa to process Personal Data submitted by you only in accordance with applicable law: (a) to provide the Service; (b) as further specified via your use of the Service; (c) as documented in the form of this Agreement and/or other agreements in effect between you and Valossa; and (d) as further documented in any other written instructions given by you and acknowledged by Valossa as constituting instructions for purposes of this Agreement.

12.2    Security.

Valossa shall implement appropriate technical and organizational measures in such a manner that processing will meet the requirements of GDPR and ensure the protection of the rights of the data subject.

Valossa ensures that persons authorized to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality. In addition, Valossa takes all measures required pursuant to Article 32 of GDPR.

If Valossa becomes aware of a security incident constituting of a security breach and/or unauthorized access to the Service resulting in loss, disclosure, or alteration of your Personal Data, Valossa will as soon as reasonably practicable notify you in writing of such security incident. Upon request, Valossa will promptly provide to you all information and documentation that it has available regarding the Service in connection with such incident.

You shall upon request have a right to audit Valossa’s processing of the Personal Data and such audit may be performed as agreed between Valossa and you.

12.3    Assisting the Data Controller.

Taking into account the nature of the processing, Valossa assists, if needed, the controller by appropriate technical and organizational measures, insofar as this is possible, for the fulfillment of the controller’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of GDPR.

If a data subject, the data protection authority, or any other third party requests information from Valossa regarding the processing of Personal Data, Valossa shall forward such request to you. You shall provide prompt and clear instructions to Valossa in respect of dealing with such request.

Valossa assists the controller, if needed, in ensuring compliance with the obligations pursuant to Articles 32 to 36 of GDPR taking into account the nature of processing and the information available to the processor.

12.4     Subcontracting.

You acknowledge and accept that Valossa may enlist sub-contractor(s) to provide limited services, such as providing server hosting, and that such sub-contractor may be considered a sub-processor of Personal Data.

The sub-processor shall only process Personal Data in accordance with your instructions and for the purpose of providing the Services and shall implement and maintain appropriate technical and organizational measures to protect the Personal Data. Valossa shall be fully liable for the sub-processor’s fulfillment of the aforementioned obligations. Except as set forth in this Section 12.4, or as you may otherwise authorize, Valossa will not transfer Personal Data to any third party. Personal Data shall only be processed in a country that has an adequate level of protection or special safeguards protecting the Personal Data and the rights of the data subject (such as model contractual clauses).

12.5    Instructions.

Subject matter: Valossa’s provision of the Service to you.

Duration of the Processing: the term plus the period from the expiry of the term until deletion of all customer data by Valossa in accordance with this Agreement.

Nature and Purpose of the Processing: Valossa will process your Personal Data for the purposes of providing the Service to you in accordance with this Agreement.

Categories of Data: data relating to individuals provided to Valossa via the Service, by (or at the direction of) you or by your end-users.

Data Subjects: data subjects include the individuals about whom data is provided to Valossa via the Service by (or at the direction of) you or by your end users.

12.6    Deletion or Returning of the Personal Data.

Valossa will, at the choice of the controller, delete or return all the Personal Data to the controller after the end of the provision of services relating to processing, and shall delete existing copies unless European Union or Member State law requires storage of the Personal Data.

12.7    Liability.

In relation to the data subjects as well as in relation to authorities, you are recommended to be lawful, fair and transparent. If any tangible or intangible damage is caused to a person due to a violation of GDPR, Valossa will be liable for the damage only to the extent that Valossa has not explicitly abided by the obligations of Personal Data Processors set forth in the GDPR. Both parties are obligated to pay only the part of the damages or administrative fine that corresponds to the liability for damage confirmed in the final decision of a data protection authority or a court of law.

13.    General.

13.1     Assignment.

This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. You may not assign this Agreement except with Valossa’s prior written consent. Any attempt by you to transfer or assign this Agreement without such written consent will be null and void. Valossa may assign this Agreement in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities.

13.2     Severability.

If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.

13.3     Governing Law; Jurisdiction and Venue.

This Agreement shall be governed by and constructed in accordance with the laws of Finland, excluding its conflict of laws principles. Any dispute, controversy or claim arising out of or relating to this 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 arbitration shall be conducted by one (1) arbitrator in Helsinki, Finland in the English language. The award shall be binding on the parties.

13.4     Attorneys’ Fees and Costs.

The prevailing party in any action to enforce this Agreement will be entitled to recover its reasonable attorneys’ fees and costs in connection with such action.

13.5     Notices and Reports.

Any notice or report to Valossa shall be in writing to the notice address set forth under Section 13.10 and shall be deemed given: (i) upon receipt if by personal delivery; (ii) upon receipt if sent by certified or registered mail (return receipt requested); or (iii) one day after it is sent if by next day delivery by a major commercial delivery service.

13.6     Amendments; Waivers.

From time to time, Valossa may change its pricing or modify, add, or remove portions of its General Terms and Conditions constituting this Agreement, and reserves the right to do so in its sole discretion. If Valossa modifies these terms, it shall make them available to you through its website, the Service, via email, or otherwise in writing, and shall indicate the date of the latest revision. Valossa encourages users to review these terms periodically for changes. In the event that the modifications shall materially alter your rights or obligations hereunder, Valossa will make reasonable efforts to notify you of the change. For example, Valossa may send a message to your email address (if it has one on file), or generate a pop-up or similar notification when you access the Service for the first time after such material changes are made. Unless otherwise stated in such terms, all amended terms shall automatically take effect thirty (30) days after they made available to you, except that (i) disputes between you and Valossa will be governed by the version of this Agreement that was in effect on the date the dispute arose and (ii) if you do not agree with any changes to this Agreement, you may terminate this Agreement by ceasing use of the Service. Your continued use of the Service after revised terms have become effective indicates that you have read, understood and agreed to the current version of the terms of this Agreement.

13.7     Entire Agreement.

Unless otherwise agreed in writing between the parties, this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.

13.8     Independent Contractors.

The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party will have the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

13.9     Force Majeure.

Neither party shall be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events which occur after the effective date of this Agreement and which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster or refusal of a license by a government agency.

13.10    Contact.

The Service is offered by Valossa Labs Ltd, located at Paavo Havaksen tie 5E, 90570, Oulu, Finland, VAT number FI27183214.

You may contact Valossa by email at info@valossa.com.