TERMS AND CONDITIONS

1. Acceptance

The Software of EDICO is provided as a service from the cloud (the "Cloud Service"). These terms and conditions ("Terms") govern your use of the Cloud Service operated and provided by CURIOSITAS LTD OY ("CURIOSITAS") or its affiliates (collectively "CURIOSITAS"). If you do not agree to these Terms, you may not use the Cloud Service.

CURIOSITAS expressly reserves the right to modify the Terms at any time at its sole discretion, and without prior notice to the Customer, by including such modification in these Terms with notification of the effective date of such modified Terms. Modifications to these Terms are notified at the Cloud Service's website.

CURIOSITAS has the right to close a Customer's account if the Customer is in breach of these Terms.

2. The service

The Cloud Service will be available for the Customer through an Internet connection arranged by the Customer, and will be hosted on servers appointed by CURIOSITAS. The Cloud Service may not be available in some countries and may be provided only in selected languages. The Customer is aware of and acknowledges that the Customer's access to the Internet cannot be guaranteed and that CURIOSITAS shall not, under any circumstances, be liable for any deficiencies or errors in the Customer's own Internet connections and/or network.

CURIOSITAS may from time to time update the Cloud Service in accordance with reported errors, reported user needs and/or according to CURIOSITAS's development plans for the Cloud Service. The Service may not be available during maintenance breaks and other times. Maintenance breaks are kept as short as possible and are notified beforehand when possible, but breaks may also occur unnotified.

CURIOSITAS does its best but assumes no responsibility or liability of the Cloud Service's functionality or fit for purpose. CURIOSITAS does not warrant nor guarantee that the Cloud Service will be completely error free, completely safe to use or uninterrupted or that CURIOSITAS will correct all errors or faults discovered by the Customer. The Customer approves the Cloud Service as it is.

3. Activation of the service

In order to use the Cloud Service, the Customer are required to register a company account ("Account") or use the existing company account. When the Customer register the Account, the Customer must provide true, accurate and current information. Upon granted Account, the Customer is able to add new users under the Account with individual user names and passwords. The Customer is responsible for any use of the Account and the Cloud Service with the Customer's usernames and passwords.

Upon proper Account registration and subscription, CURIOSITAS grants to the Customer a right to use the Cloud Service. CURIOSITAS does not grant any other right or licence, whether express or implied, to the Customer to exploit the Cloud Service in any other manner than expressly specified in these Terms. All other rights are expressly retained by and reserved to CURIOSITAS.

The Could Service may be used only by humans. Activating or using the Cloud Service through "bots" or otherwise automatically if forbidden and such logins and/or sessions will be terminated.

4. Fees

The right to use the Cloud Service is always granted for a fixed term. The Customer pays the chosen duration beforehand and after said period the Customer can stop using the Cloud Service or renew their licence for a new period.

CURIOSITAS is not obliged to return any payment made by the Customer at any situation unless the Cloud Service has been out of use for an unreasonably long time for a reason other than noted in chapter 9.

All prices (including free of charge services) will be reviewed on an annual basis and are subject to change upon CURIOSITAS's prior notice, which will be notified at the Cloud Service's website. Current prices can be found at the Cloud Service's website.

5. Intellectual property

All Intellectual Property Rights to the Cloud Service and the Documentation or other Authorship Works, or materials created, developed or provided by CURIOSITAS under these Terms shall be and remain the exclusive property of CURIOSITAS. All information and data received from the CURIOSITAS databases are exclusive property of CURIOSITAS.

For the avoidance of doubt, the Customer's Intellectual Property Rights which exist at the Effective Date of the Terms shall remain vested in and be the exclusive property of the Customer. Any material that is subject to Intellectual Property Rights may only be uploaded to the Cloud Service if the Customer is legally entitled to use such material.

6. Confidentiality and data protection

Should the Customer and/or its subsidiaries collect and process any personal data, identification data or other such data (e.g., location data) (together "Customer Group Personal Data") and insert such data into the Cloud Service, the Customer and its subsidiaries shall confirm that they have collected and processed and will collect and process such Customer Group Personal Data in accordance with applicable legislation and regulations and these Terms.

The parties agree that CURIOSITAS shall only process the Customer Group Personal Data to the extent necessary to provide the Cloud Service to the Customer. In addition, CURIOSITAS has a right to use the Customer Group Personal Data processed through and by the Cloud Service for the statistical purposes and business and product development purposes. This usage is executed so that the Customer's identity or detailed information is not disclosed to third parties.

CURIOSITAS may use subcontractors to provide certain Services on its behalf for the Cloud Service. The subcontractors are therefore entitled to use, process and transfer the Customer Group Personal Data in the same extent as CURIOSITAS.

Any data uploaded to the Cloud Service by the Customer will be deleted upon expiration of the Customer's paid licence unless otherwise demanded by applicable legislature or competent authorities.

7. Customer's undertakings

The Customer agrees and undertakes not to use the Cloud Service in any other manner than permitted by these Terms. The Customer is obliged to comply with all applicable jurisdiction. Uploading any kind of illegal, illegally obtained or illegally used material to the Cloud Service is strictly prohibited. CURIOSITAS shall not be liable and cannot be filed any claims against due to material uploaded to the Cloud Service.

CURIOSITAS does not inspect the material prior to being uploaded to the Cloud Service. CURIOSITAS reserves the right but is not obliged to delete any illegal material, material that infringes Intellectual Property Rights or these Terms from the Cloud Service without prior notice.

The Customer further agrees not to intentionally or negligently introduce any viruses, worms, Trojan horses or any other malicious code, programs, scripts or files (collectively "viruses") into the Cloud Service. CURIOSITAS reserves the right to cancel the Customer's licence if aforementioned terms are breached.

The Customer is obliged to take care that there are no Viruses that could possibly harm the Cloud Service on the Customer's own device.

The Customer is responsible for all devices and telecommunication connections linked to its network (especially its Wi-Fi network) and for sufficient technical protection of said devices, telecommunications connections and network in order to secure data security.

The Customer is responsible for the back-up of material uploaded to the Cloud Service.

8. Limitation of liability

CURIOSITAS shall be liable only for a direct damage that is proved to have resulted from CURIOSITAS's own intentional or grossly negligent actions. All direct damages must be claimed from CURIOSITAS within one (1) month from the date of the intentional or grossly negligent action, on which the claim is based, was detected or should have been detected.

CURIOSITAS's total aggregate liability to the Customer, including its subsidiaries, arising out of a breach of CURIOSITAS's obligations under these Terms, shall be limited to eighty per cent (80 %) of the total value of the Cloud Service fees paid by the Customer under these Terms during the immediately preceding twelve (12) month period for the Cloud Service from which the claim arose.

CURIOSITAS shall not be liable for loss of use, loss of production, loss of profit or loss of any contract, or for any indirect, special, punitive or consequential loss or damage (collectively "Indirect Damages") nor the destruction, loss or alteration of the Customer's data or data files, nor for any damages and expenses, including expenses involved in the reconstruction of data files (collectively "Data Loss"). CURIOSITAS shall not be liable either for any interference, unauthorized use, attempted unauthorized use, or a parallel or similar issue affecting the Customer or an information system, including hardware and its installed software, whether originating from an information network or another source.

9. Force Majeure

CURIOSITAS shall not be obliged to perform any obligation nor liable to the Customer for any failure of performance hereunder, if CURIOSITAS is prevented from doing so for causes beyond CURIOSITAS's reasonable control and occurring without CURIOSITAS's fault or negligence including, but not limited to, natural disasters, acts of government, flood, fire, civil unrest, acts of terror, strikes or other industrial actions, computer attacks or malicious acts, such as attacks on or through Internet (a "Force Majeure Event"). The Force Majeure Event shall also include a situation of Force Majeure Event for CURIOSITAS's subcontractors or licensors.

 

10. Validity and Termination

These Terms shall become effective upon Activation of the Cloud Service and shall continue to be effective as long as the Customer has a valid licence to the Cloud Service. All disclaimers, representations and covenants, which due to their nature are intended to survive termination of these Terms, shall remain in force after termination of these Terms.

Customer's right to use the Cloud Service is automatically terminated upon expiration of the paid licence. Customer may terminate these Terms and cease to use the Cloud Service by not renewing the licence or by contacting CURIOSITAS customer support service in written.

CURIOSITAS may terminate the Customer's Account(s) or restrict the Customer's access to the Cloud Service if there is an indication that the Customer has breached these Terms.

CURIOSITAS is entitled in whole or in part to assign and transfer these Terms and any of its rights and obligations under said Terms to any subsidiary or affiliated company or to any third party in connection with any business transaction, including but not limited to, a merger, demerger, acquisition, company reorganization, joint venture, or sale of assets.

These Terms are governed by and construed in accordance with the laws of Finland. Any dispute, controversy or claim arising out of or relating to these Terms shall be finally settled by arbitration by one (1) arbitrator in accordance with the Arbitration Rules of the Finland Chamber of Commerce.