DataFigured Oy
These Terms Services ("Terms") apply to all products and/or services sold or licensed to the client ("Client") by DataFigured Oy (a Finnish limited liability company with a business ID 3519376-2 "DataFigured") Finland ("DataFigured").
Each of the entities mentioned above may be individually referred as to as "Party", or collectively, the "Parties".
DataFigured will make available, and the Client may have a limited, non-exclusive, non-transferrable, non-sublicensable, fee-bearing access and use, DataFigured services (the "Services") identified in one or more DataFigured order forms (each, a "Order Form") executed by DataFigured and the Client. Each Order Form is incorporated into these Terms by reference. If the terms of an Order Form conflict with these Terms, the terms in the Order Form shall prevail.
The Services will be made available by DataFigured at its website located at www.datafigured.com (the "Site"). For the purposes of these Terms, Content shall consist of any and all content or information of the Site or created by using the Services ("Deliverables" as defined in Section 1.5 herein) as well as any written reports sold or otherwise made available to the Client and any information the Client receives from DataFigured's analysts, regardless of how that information is disclosed to the Client ("Content").
DataFigured reserves the right to modify the Services, the Site, and these Terms from time to time. Any modification shall be effective upon posting on the Site where these Terms may be found. The Client is advised to review these Terms periodically. The Client's continued use of the Services or Content following the posting of any change or modification to the Services, the Site or these Terms shall constitute the Client's acceptance of such change or modification.
DataFigured shall provide the Services and Content to the Client in digital form via password-protected online access available to each of Client's Authorized User(s) (the "Authorized User" as defined in Section 2 herein) (the "Digital Delivery"). Digital Delivery of the Content will commence upon the agreed upon Effective Date (the "Effective Date" as defined in the Order Form).
The Services and Content shall only be used for the purposes of Client's business operations. The Client shall be entitled to make a number, defined in the Order From, of copies of the text and/or graphical documentation that describe the outcome of the use of the Services ("Deliverables") or Content.
Client's use of the Services may be interrupted or unavailable from time to time, including under the following circumstances (collectively, "Excused Down Time"): (a) third party equipment malfunctions; (b) periodic maintenance or repairs which DataFigured may undertake from time to time; (c) emergency maintenance or repairs; (d) malfunctions and other failures relating to the web sites or services of third parties affecting the Services or Content; or (e) causes beyond the reasonable control of DataFigured, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion, or other failures.
Nothing in these Terms shall be intended to, or shall, confer any right on a third party.
An authorized user is a full-time or part-time employee or contractor of the Client who is a natural person and is designated by the Client as a user under these Terms ("Authorized User"). Authorized Users registered by any automated methods are strictly prohibited. Authorized Users shall not include or extend to corporate entities, such as parent companies, portfolio companies, or subsidiaries of Client; or entities formed through reincorporation, merger, acquisition, or other business combination, unless explicitly stated otherwise in the Order Form.
The Order Form identifies the number of Authorized Users who shall be granted access under these Terms. Upon payment of the fees specified in the Order Form, the Client may, during the term specified in the Order Form, increase the quantity of Authorized Users.
Upon Digital Delivery, each Authorized User shall be provided a unique username and password. Each unique username and password shall only be used by one individual unless otherwise specified in the Order Form. Such usernames and passwords shall not be shared and may not under any circumstances be used by anyone who is not an Authorized User to gain access to the Services or Content.
The Client shall be responsible for all use of the Services by anyone accessing the Site or Services using a username or password issued to its Authorized Users. The Client must promptly notify DataFigured in writing if the Client becomes aware of any unauthorized access or use of the Services. Any breach of these Terms by the Authorized Users shall be deemed a breach by the Client. DataFigured shall not be liable for any loss or damage resulting from Client's or Authorized Users' failure to protect the accounts.
The Client shall pay all fees listed in the relevant Order Form ("Fees"). The Fees only apply with respect to the term provided in the Order Form. DataFigured shall be entitled to change the Fees upon renewal of the Order with prior written notice to the Client.
All Fees shall be exclusive of taxes, unless otherwise expressly specified. The Client shall be responsible for all taxes and other mandatory payments and duties. For the sake of clarity, DataFigured remains solely liable for any taxes assessed on its net income.
The Client shall pay undisputed invoices within thirty (30) days of receipt. Amounts unpaid when due, shall be subject to penalty interest for late payment as set out in the Finnish Interest Act.
In the event that a payment is late, DataFigured shall be entitled to suspend the Client's access to Services until DataFigured receives the payment with the above-mentioned interest in full.
The Client agrees not to create a competitive product or incorporate any of the Services or Content into the Client's own products or services, or any other individual or company's products or services in any manner that either competes or is intended to compete with DataFigured. The use of Services or Content in a competitive manner to DataFigured is prohibited.
The Client shall not use, post, transmit or introduce any device, software or routine that interferes or attempts to interfere with the operation of the Site or Services. Further, the Client may not modify, decompile, decrypt, disassemble or reverse engineer any portion of the Services, Site, or Deliverables.
The Client shall not permit anyone who is not an Authorized User, to:
The Client agrees not to redistribute, sublicense, transfer, sell, reverse engineer, offer for sale or disclose any of the Services or Content to any third party. The Client shall not rent, lease, sell, assign, distribute or otherwise transfer rights in the Services or share them to anyone that may be considered a competitor of DataFigured.
The Client acknowledges and agrees that the Site, Content, Services, Deliverables, and any related documentation, including, without limitation, the content, layout, functions, design, appearance, trademarks, service marks, copyrights, patents and other intellectual property comprising the Site, Content, Services or Deliverables, are the proprietary intellectual property (the "Intellectual Property") of DataFigured, whether or not such material is copyrighted or patented. The Client further agrees that the original and any copies of the Site, Services and Deliverables are and shall at all times be the sole and exclusive property of DataFigured. Nothing in these terms or in the Order Form is intended to transfer the rights or ownership to the Intellectual Property. The Client expressly disclaims and waives any and all claims to any ownership interest in any such Intellectual Property, including, without limitation, any Content or Deliverables that the Client downloads, prints, or saves.
EXCEPT IN CONNECTION WITH LIABILITY ARISING OUT OF BREACH OF INTELLECTUAL PROPERTY RIGHTS IN SECTION 5 OR CONFIDENTIALITY IN SECTION 6, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA, IN ANY WAY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE CUMULATIVE LIABILITY OF A PARTY FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID AND PAYABLE TO DATAFIGURED BY CLIENT UNDER AN ORDER FORM OR THESE TERMS DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE ACT, OMISSION, OR EVENT GIVING RISE TO SUCH LIABILITY, EXCEPT IN CONNECTION WITH LIABILITY ARISING OUT OF THE ABOVE-MENTIONED SECTIONS OF THESE TERMS.
These Terms shall be governed by and construed, interpreted, and enforced in accordance with the laws of Finland. Any disputes arising under or relating to these Terms or the Order Form shall be settled by mutual negotiations between the Parties in good faith. If, within thirty (30) days after written notice of such dispute has been served by either Party on the other, the Parties have not reached a negotiated solution, then upon a notice by other Party the dispute shall be submitted to arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The arbitration shall take place in Helsinki and the language of the arbitration shall be English.