General Terms for Vainu Free
- Use of the Service
Vainu hereby grants to the Customer for free of charge a right for a non-exclusive, non-transferable, non-assignable license, solely for the Customer’s business purposes. Use of the Service for competitive purposes is strictly prohibited.
Use of the Service shall require a personal user identification and password (hereinafter “User ID”). The individual, using the Service on behalf of the Customer is obliged to keep secret the provided User ID. The Customer is responsible for all use of the Service under its User-ID and that the use of the Service in all respects complies with this Agreement, then current laws, regulations and orders issued by competent authorities. The Customer is responsible for Vainu and for any third parties for any damages and expenses caused by its acts or omissions which are against the Agreement, or any applicable laws or regulations. In addition, The Customer is responsible for all costs incurred from or related to the use of the Service, such as creating of Customer’s technical infrastructure and its maintenance, data connections and fees related thereto.
It is expressly stated, that the Customer shall have no right, to distribute, publish, copy, resell, transfer or otherwise make available to third parties any data, material or content related to or included in the Service.
- Ownership and intellectual property rights
Nothing in this Agreement gives, implies, confirms or is intended to require any change in the company ownership of either Party, and both Parties remain individual and separate companies and entities trading in their own right.
This Agreement does not transfer any intellectual right of any of the Parties’ products, services or solutions to either Party.
- Limitations of liability
Vainu offers the Service and its content as it is available at the time. Vainu has the right to change the functionalities and content of the Service without any approval of the Customer. Vainu and its cooperation partners shall take no liability for any errors in the content of the Service or any consequences of such errors.
The Service includes generic business information that is not by its nature any company-specific advice or consultation. The Customer exploits and uses the Service at its own risk. Vainu is not responsible for any indirect, consequential, or any similar damages or expenses caused to the Customer, including but not limited to cover purchase, loss of customership, loss of profits or damage caused due to decrease or interruption in production or turnover. It is expressly stated that Vainu shall not be liable for (a) defects, faults or errors in the Service, any solutions derived from the Service or any decreases in performance capacity arising implementation of the Service, or (b) any damages caused by material produced on the basis of the Service or its content and that is used in conjunction with any products or services acquired by the Customer from any third parties, or (c) any consequences arising from the transfer, copying or use of any such material. The aggregate total liability of Vainu is in all cases limited to the amount of 100 (one hundred) EUR.
Any request for damages must be made in writing within one (1) month since the Customer became aware or should have had knowledge for the basis of the claim for damages.
- Breach of the Agreement
If the Customer is in breach of the Agreement, Vainu has the right to discontinue the use of the Service. In case of a material breach of the Agreement or if the breach is concerning several User IDs, Vainu has the right to immediately stop providing the Service to the Customer and cancel the User IDs of the Customer.
- Assignment
The Customer may not assign the Agreement nor the rights based thereon to third party. Vainu shall have the right, without prior written notice to the Customer, to transfer its rights and responsibilities under the Agreement to such a third party to whom the business of Vainu related to this Agreement has been transferred or to any Vainu affiliate.
- Confidentiality
The Customer undertakes to keep in confidence all confidential information of Vainu and shall use such confidential information only for the purpose of the Agreement. The Customer shall have the right to a) copy confidential information of Vainu only to the extent necessary for the agreed purpose; and b) disclose confidential information of Vainu only to those of its employees who need to know such confidential information for the agreed purpose of the Agreement. The confidentiality obligations shall not apply to any material or information of Vainu, which: a) is generally available or otherwise public other than by a breach of the confidentiality obligations by the Customer; or b) the Customer has received from a third party without any obligation of confidentiality; or c) was in the possession of the Customer without any obligation of confidentiality prior to receipt of the same from Vainu; or, d) the Customer has developed independently without using material or information received from Vainu; or e) the Customer shall disclose pursuant to a law, decree, or other order issued by the authorities or judicial order. The obligations for confidentiality shall survive any termination or expiration of the Agreement.
- Governing Law and Venue
This Agreement shall be governed by the laws of Finland without reference to its choice of law rules and disputes arising from these shall be attempted to be settled amicably between the Parties.
If no agreement is reached between Vainu and the Customer, any dispute arising out of or relating to the Agreement will be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The arbitration shall take place in Helsinki, Finland. The arbitration shall be conducted, and the arbitration award shall be given, in English, if not otherwise agreed by the Parties. The Parties agree that the arbitration and all related material and information thereto shall be treated as confidential information.