1. ENTERING INTO THE AGREEMENT
THIS iPaaS SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS YOUR USE OF YOUREDI iPaaS SERVICES. IF YOU REGISTER FOR A FREE USE OF THE SERVICE, THIS AGREEMENT WILL ALSO GOVERN THAT USE.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER THAT REFERS TO THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, BY ACCEPTING THIS AGREEMENT YOU CONFIRM THAT YOU HAVE THE AUTHORITY TO DO SO AND THAT YOU SUBMIT TRUE, VALID AND ACCURATE INFORMATION IN THE CUSTOMER REGISTRATION DETAILS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT PROCEED TO ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.
2.1 IMPLEMENTATION SERVICE
In the beginning of the Service Youredi’s representative will contact the Customer representative to go through the basic set up steps to commence the use of the Service. Customer shall be responsible for all other necessary setup and implementation activities that will be performed by Customer or its third party service providers. Such activities may include instructions to Customer’s own organization how to setup the Service within Customer’s internal systems and ordering necessary third party services.
Youredi provides to the Customer User IDs and passwords for the Service and delivers the Service for Customer’s acceptance testing.
2.1 PROVISION OF SERVICE
Subject to Customer’s payment of the subscription fees due under this
Agreement, Youredi shall provide Customer with the Service specified in the Service Description for the duration of the Subscription Period. Additional subscriptions and Services may in the future be ordered via Youredi’s web site or by executing the applicable Order. Youredi may at any time perform a credit check on Customer and the right to become or continue as subscriber of the Service may depend on a positive result of the credit check.
2.3 PERMITTED USE
Subject to the terms and conditions of this Agreement, Customer is granted the following usage rights for the Service described in the Service Description:
2.3.1 Accessing User Accounts
Youredi will issue User IDs needed by Customer to access and use the Service features specified in the applicable Service Description during the Subscription Period. Customer may only access and use the Service through valid duly purchased User IDs issued in accordance with the prevailing ordering instructions of Youredi. Customer Personnel may not share User IDs with each other or with third parties. Youredi may rely on any User ID, instruction or information that meets the Service's automated criteria or which is believed by Youredi to be genuine. Youredi may assume the email addresses and contact information submitted upon online registration are accurate and current.
2.3.2 Type of Subscription
With respect to each Service feature referenced on a Service Description, and for which the applicable Subscription Fee is paid when due, Customer is granted a nonexclusive right to use to Service via data network and access the Service through the User IDs, to load Customer Data and to operate the features of the Service during the Subscription Period according to the Service Description.
Applicable Service Descriptions and other supporting documents published on Youredi’s web site will specify scope of the permitted use of the Service and applicable pricing metrics.
2.3.3 Intellectual Property Rights
Customer’s rights to the Service and its components are limited to a nonexclusive right to use the Service in accordance with this Agreement during the paid Subscription Period. Youredi expressly reserves all rights in the Service not specifically granted to Customer. It is acknowledged that all right, title and interest in the Service will remain with Youredi (or third party suppliers, if applicable) and that the Service is licensed on a subscription basis and not "sold" to Customer.
2.3.4 Rights to the Customer Data
Customer retains all rights in the Customer Data, except the limited right of Youredi to use the Customer Data in operating the Service features for Customer's benefit.
The paid subscription Service contains Youredi’s standard helpdesk support as from time to time published on Youredi’s web site. Premium support services are available upon separate order.
Helpdesk service does not contain the following services that will be charged separately in accordance with Youredi’s at the time valid consulting price list: problem clarification work caused by a failure in Customer's or third party's hardware, user training, problems related to internet connections and browser plug-ins, clarification work caused by operation or malfunction of Customer’s internal IT systems, changes related to Customer’s environment, such as services and clarifications required by systems supplied by third parties (e.g. building new interfaces to software products supplied by third parties), technical clarification work or support and consultation related to bank connection agreements or deployment services connected to the introduction of new features into production.
3.2 NEW VERSIONS AND MODIFICATIONS TO THE SERVICE
Youredi may, at its discretion, release new versions of the Service which may have additional or modified features or some features may be removed from the new version. Youredi shall notify Customer in advance in case new version of the Service will contain substantial changes in the features.
4. FEES AND PAYMENT TERMS
4.1 SUBSCRIPTION FEE
Subscription Fees for each Service, their pricing metrics and lengths of the initial and renewal Subscription Periods shall apply as specified in Youredi’s web ordering service for each subscribed Service. Subscription Fee for the specified invoicing periods will be invoiced in advance starting from the Subscription Start Date. Unless otherwise stated herein, the Subscription Fees are non-refundable.
4.2 PRICE INCREASES
Youredi may change fees of the Service upon 90 days prior written notice to the Customer.
4.3 PAYMENT TERMS
Subscription Fees for each Service can be paid by credit card or by electronic funds transfer. Payment term for all invoices is 14 days from the invoice date. Notice period is 10 days. Penalty interest for delayed undisputed invoice shall be based on Finnish Interest Rate Act (ECB base rate + 7 % per annum). All prices are stated in Euros or US dollars excluding applicable VAT. If any amount owed by Customer under this Agreement is more than 14 days overdue, Youredi may suspend the Service and other services to Customer until such amounts are paid in full. Youredi will give Customer at least 7 days’ prior notice that the account is overdue, in accordance with Section 9, before suspending its services.
5.1 CONFIDENTIALITY OBLIGATION
The Parties shall maintain confidentiality and refrain from disclosing or using for any other purpose than in connection with this Agreement all or any part of any information including, but not limited to, computer programs or files, reports, documents, specifications, blueprints, analyses, photographs or drawings or other materials provided by the other Party in connection with this Agreement.
5.2 REFERECE USE
Notwithstanding the provisions of this Article 5 Youredi is entitled to include the Customer in its reference list unless specifically forbidden by the Customer in writing. Nothing herein shall prevent the Parties from making any announcement of filing required by law, regulations or by the rules and regulations of any stock exchange on which it is listed.
5.3 CUSTOMER IDENTIFICATION INFORMATION
Notwithstanding the provisions of this Article 5 Youredi is entitled to draw up a register of Customer identification information (excluding user identifier) of the customers and users of Services necessary for their identification and to publish them in electronic listings to its other customers.
6. LIMITED WARRANTY
6.1 THIRD PARTY INTELLECTUAL PROPERTY RIGHTS WARRANTY
Youredi warrants that it has right to provide the Service to Customer in accordance with the terms of this Agreement. Customer shall notify Youredi in writing and without delay in case a third party claims that Customer’s use of the Service infringes third party’s intellectual property rights or Customer is aware of risk of potential claim. Upon receiving such notice from Customer Youredi may, at its discretion and at its cost either (a) procure Customer a continued right to use the Service; (b) replace the Service in part or in whole to another Service; or (c) modify the Service that it is no longer infringing. In case none of the options (a) – (b) are commercially reasonable for Youredi, Customer shall upon Youredi written request cease using the Service and Youredi shall refund Customer the fee paid for the Service less the proportion of the fee corresponding to the actual time of use. Youredi shall at its own expense defend the Customer against claims that Service infringes intellectual property rights of a third party provided that the Customer promptly notifies Youredi in writing of such claims and permits Youredi to defend or settle the claims and gives to Youredi all necessary information and assistance available and the necessary authorizations. Youredi shall pay all damages awarded in a trial to a third party, if the Customer has acted in accordance with the foregoing. This indemnification obligation does not apply to the extent: (a) Customer is controlling or under the same control as the company making a claim; (b) a claim is based on modifications to the Service made or commissioned by the Customer; (c) claims based on Customer using the Service in combination with third party software not supplied by Youredi; or (d) claims that could have been avoided if Customer had used another Service that Youredi had published and made available to Customer without additional fees.
6.2 LIMITED PERFORMANCE WARRANTY
Youredi represents and warrants during the Subscription Period that it will make in its support services all commercially reasonable efforts to ensure that the Service operates substantially in accordance with the applicable Service Description and is available to Customer; provided, that (a) the Service is operated in accordance with all instructions supplied by Youredi; (b) Customer notifies Youredi of any such defect without delay and in any case within ten (10) calendar days after the appearance thereof.
6.3 WARRANTY DISCLAIMER
EXCEPT AS SPECIFICALLY PROVIDED IN SECTIONS 6.1 -6.2 ABOVE
("WARRANTIES") YOUREDI HEREBY DISCLAIMS WITH RESPECT TO ALL SERVICES,
SUPPORT OR OTHER DELIVERABLES PROVIDED HEREUNDER, ALL EXPRESS AND
IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR
A PARTICULAR PURPOSE. YOUREDI DOES NOT WARRANT THAT THE SERVICE
WILL OPERATE ERROR FREE OR WITHOUT INTERRUPTION. YOUREDI DOES NOT WARRANT THAT CUSTOMER DATA CAN BE RESTORED FROM THE BACKUP COPIES TO THE STATE PRECEDING AN ERROR.
7. CUSTOMER RESPONSIBILITIES
7.1 USE FOR AUTHORIZED PURPOSES ONLY
Customer shall assure that Users and Customer use the Service only in compliance with this Agreement and only for lawful purposes in compliance with applicable laws. Customer shall indemnify and hold Youredi harmless of damages caused by Customers or Users breach of Agreement or use of the Service for any illegal purposes.
7.2 USER IDS AND PASSWORDS
Customer shall assure that Users will only access and use the Service through valid and duly purchased User IDs issued in accordance with the prevailing ordering instructions of Youredi and that users will not share User IDs with each other or with third parties.
7.3 CUSTOMER’S SUBCONTRACTORS, SERVICE PROVIDERS AND SOFTWARE VENDORS
Customer shall be liable for its subcontractors and service provider’s work as its own work.
8. LIMITATION OF LIABILITY
8.1 STANDARD LIABILITY LIMITATION
The total liability of either party to the other party for all claims relating to this Agreement shall not exceed the amount 15% of the annual Subscription Fee paid for the current subscription period for the Service in question.
8.2 INDIRECT DAMAGES
NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR
INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, LOSS
OF DATA, LOSS OF PROFITS, LOSS OF INTERNAL RESOURCES, ERRORS OR INTERRUPTIONS IN USE OR BUSINESS, EVEN IF THEY HAD BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
This Section 8 does not apply to liability arising from a gross negligence or willful misconduct; or either party’s violation of the other party’s intellectual property rights.
9. TERM AND TERMINATION
This Agreement shall be effective as of the date when it has been entered into in accordance with Section 1 above. The Agreement shall remain effective as long as any Subscription under this Agreement is effective.
9.2 TERMINATION DUE TO BREACH OF CONTRACT
A party may terminate this Agreement and all orders executed under this Agreement due to other party’s material breach of contract that has not been remedied within reasonable, at least 30 days’ time from the party’s written notice to the breaching party.
Youredi is entitled to terminate the agreement in writing with immediate effect in whole or in part, if:
- The Customer has caused interference to traffic of the Service or other users, or;
- Liquidation proceedings are commenced against the Customer, the Customer is filed for bankruptcy, the Customer has applied for a public summons for its creditors, or the Customer has otherwise been found insolvent.
9.3 TERM AND TERMINATION OF THE SUBSCRIPTION
Each Subscription shall become effective as of the agreed Start Date and shall remain effective until further notice. Either party may terminate a Subscription for convenience at any time on a sixty (60) days written notice. Termination by Customer of a Subscription for convenience so that it will end before the end of the invoiced period shall not entitle Customer to a refund of the remaining part of the invoiced period.
Eventual notices of termination and other notices under this Agreement shall be made in writing and sent to the latest valid business address provided by the receiving party for this purpose, or a customer web service address that may be in the future designated for such notices.
Notices to Youredi shall be sent to the registered address of Youredi as published in the trade register and Youredi’s web site. For notices to Customer, Youredi shall be entitled to rely on the address and other contact information set out in the Customer registration details submitted by Customer representative when subscribing to the Service on Youredi’s web site.
9.5 ACTIONS UPON THE TERMINATION OF A SUBSCRIPTION
Upon termination of a Subscription and in exchange for a reasonable compensation, Youredi commits to return all Customer Data stored in the Service to Customer and upon Customer’s request give reasonable assistance to Customer in issues relating to Customer stopping to use the Service.
10. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by the laws of Finland, excluding its choice of law provisions. Any dispute that cannot be settled in mutual negotiation shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finnish Central Chamber of Commerce. The place of arbitration shall be Helsinki and the proceeding shall be in English.
11. ENTIRE AGREEMENT
This Agreement shall constitute the entire agreement between the parties concerning its subject matter and supersedes all prior and contemporaneous agreements, proposals, offers, orders, descriptions and web contents. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. The party against whom the modification, amendment or waiver is to be asserted.