Maventa™ Customer Agreement
Updated February 27, 2014
1. Scope of the Agreement
This Maventa Customer Agreement (“Agreement”) is a binding agreement between Visma Solutions Oy, a legal entity organized and existing under the laws of Finland, Business ID 19675438 (“Maventa” or “We” or “Us”) and You as Maventa Customer (as defined hereinafter in the Section “Definitions”) and contains the terms and conditions under which You may use the Services and Site.
PLEASE READ CAREFULLY THESE TERMS AND CONDITIONS BEFORE YOU USE THE SERVICES OR SITE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT USE ANY OF THE SERVICES OR SITE, AND IF YOU DO NOT AGREE TO ANY MODIFICATION TO THIS AGREEMENT MADE IN ACCORDANCE WITH THIS AGREEMENT, YOU SHALL CEASE THE USE OF THE SERVICES AND SITE. BY CLICKING THE “ACCEPT” BUTTON FOR THIS AGREEMENT OR BY USING ANY PART OF THE SERVICES OR SITE INDICATES THAT YOU ACCEPT THESE TERMS OR ANY MODIFICATION TO THIS AGREEMENT. YOU AGREE THAT YOU WILL REGULARLY CHECK THE SITE AND THIS AGREEMENT FOR ANY CHANGES.
YOU AS AN INDIVIDUAL WHO COMPLETES THE REGISTRATION PROCESS AND/OR USES THE SERVICES OR SITE REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE LEGAL ENTITY OR ORGANIZATION, ON BEHALF OF WHICH YOU ARE ENTERING INTO THIS AGREEMENT, TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU MUST SELECT THE “DECLINE” BUTTON AND YOU MAY NOT USE THE SERVICES OR THE SITE.
THIS AGREEMENT INCORPORATES BY REFERENCE: SERVICES PRICE LIST; and
THE PRIVACY NOTICE AND PERSONAL DATA EXTRACT AND THE GENERAL CONDITIONS OF USE OF WEBSITE POSTED ON THE SITE (CURRENTLY WWW.MAVENTA.COM) (IN CASE OF CONFLICT THIS AGREEMENT SHALL PREVAIL)
all as they may be modified by Us from time to time in accordance with the process of modification in section 3.
2. Creation of Account
You on behalf of yourself as individual and on behalf of your entity or organization, represent and warrant that: (i) the information provided in connection with registration is accurate and complete; (ii) you as person are at least eighteen (18) years of age, and (iii) that your entity or organization is duly authorized to do business in the countries of operation, (iv) and you as individual accepting this Agreement are an authorized representative of your entity or organization to do so, and (v) your entity’s or organization’s employees, officers, representatives and other agents accessing the Services and Site are duly authorized to access the Services and Site and to legally bind entity or organization to this Agreement and all transactions conducted under this Agreement.
3. Modifications to this Agreement
We may modify this Agreement or any policy or other terms referenced in this Agreement or set new terms and conditions for any Service (collectively, “Revised Terms”) at any time by posting the Revised Terms on the Site. The Revised Terms shall be effective thirty (30) days after posting (unless other date is expressly stated when posting).You shall be responsible to check the Site regularly for changes to this Agreement. By using the Site or Services at any time after the Revised Terms becoming effective, You agree that You are bound by the Revised Terms. The pricing changes are in more detailed specified in Section 6.
In this Agreement the following terms shall have the following meanings, unless the context otherwise requires:
- shall mean unique account created by You on the Site for Your use of the Services.
- “Account Identifiers”
- shall mean unique account identifiers that will be issued to You in accordance with the Section 12.
- shall mean a computer program application that Maventa Partners have interfaced with the Services, and whose purpose can be a) offering You products and/or services (electronically or otherwise), b) offering the Application by the Maventa Partner for installation and use by You, or c) a web application offered by Maventa Partner as a service over the Internet to You. Applications are solely the applicable Maventa Partner’s responsibility.
- “Authorized Use Policies (AUP)”
- “Charging Information”
- shall mean information and data from the usage of the Services through Maventa API by Maventa Customers through Applications as identified by User API Key.
- “Maventa API”
- shall mean proprietary application programming interface for machine to machine interconnection with Services.
- “Maventa Associate”
- shall mean users who have been granted by Maventa the right to use the Site and Maventa GUI for the purpose of using the Direct Marketing Service.
- “Maventa Content”
- shall mean forms of digital content, data, text, images, logos, user interface designs and creative designs, audio and video, or materials that We may license for Your use under this Agreement at Our sole discretion at any time as part of the Services.
- “Maventa Customer”
- shall mean users who have been granted by Maventa the right to use the Site, Maventa API and Maventa GUI for the purpose of accessing and using the Services.
- “Maventa IPR”
- shall mean the Services, Marks, and any other technology, code, libraries and software that We use to provide the Services and Site, including, without limitation Maventa API and Maventa Content, and any modifications, amendments or derivatives thereof, but excluding Applications and excluding materials that that have been licensed to You by Maventa under different license terms that explicitly exclude the materials from the scope of Maventa IPR.
- “Maventa Graphical User Interface (GUI)”
- shall mean the Site visible through the designed (by Maventa) human user interface of the Site and shall exclude Maventa API.
- “Maventa Member”
- shall mean each of Maventa Partner, Maventa Customer and Maventa Associate, and Maventa’s other users granted the status of Maventa Member by Maventa from time to time.
- “Maventa Partner”
- shall mean companies or other legal entities which have interfaced Application(s) with any of the Services.
- shall mean any and all services that Maventa makes available for fee or no fee on the Site for the use of Maventa Customers. Direct Marketing Service is available only to Maventa Associates and is excluded from the license under this Agreement. The Services shall exclude any Applications that are not provided in the name of Us.
- “Service Description”
- shall mean the specification of Services and which are on the Site and updated from time to time.
- shall mean the Website that Maventa chooses to use at any time to offer the Services, including but not limited maventa.com website.
- “Your Content”
- shall mean data and/or content to the extent actually stored on Site by You or which You have sent to Us or used or transmitted as part of Your use of any Services, but excluding any Maventa IPR. For the avoidance of doubt it is agreed, that You may send content or data to Us only where the Services or other interface have been designed by Us to permit sending content or data to Us.
5. Use of Services and access to Applications
Subject to Your compliance with this Agreement and with the payment of fees for the Services We hereby grant You a limited, non-exclusive, non-transferable, non-sublicenseable right and license, for the term of the Agreement, to access and use the Site and Services and access Maventa API through Applications, solely in accordance with the terms and conditions of this Agreement including the applicable Authorized Use Policies in force from time to time.
Your use of any Application(s) is solely governed by the terms and conditions separately agreed between You and the Maventa Partner providing the Application(s) for Your use (“Application Terms”). You acknowledge that the Application Terms might, without limitation, concern the fees and Partner’s product or service delivery terms related to the use of the Application(s), and can include fees the Maventa Partner may charge on Your usage of the Services in accordance with Section 6.3. For the avoidance of doubt it is agreed that Your use of any of the Services is always subject to the terms of this Agreement, even if the Services are accessed through Applications or charged by Partner.
6.1 Service Fees
You shall be responsible for any fees assessed by Maventa for transactions that You (as identified by your Account Identifiers) submit to Maventa for further delivery or processing.
The Services may be charged from You either by Maventa in accordance with Section 6.2, or by a Maventa Partner in accordance with Section 6.3.
6.2 Service Fees Charged by Maventa
The Services charged by Maventa covered by this Agreement include both Services that Maventa make available for no fee (the “Free Services”), and Services that Maventa makes available for a fee (the “Paid Services”), both as specified from time to time in the Services Price List on the Site.
We may, in Our sole discretion, (i) begin charging fees for a previously Free Service, or (ii) cease charging fees for a previously Paid Service.
Fees for any new Service or new Service feature will be effective upon inclusion of the fee in the Services Price List on the Site.
We may increase or add new fees for any existing Service or Service feature, or implement a fee for any previously Free Service or Free Service feature, effective within thirty (30) days from revising the Services Price List on the Site.
All fees are exclusive of any national, federal, state, municipal, value-added, foreign withholding or other governmental taxes, duties, fees, excises, or tariffs, or similar payments or charges whatsoever which shall all be added to the fees. You shall provide to Us information as reasonably requested by Us for determination whether VAT has to be collected, or for other taxing purposes.
Invoices are payable within fourteen (14) days from the date of the invoice. Any overdue payment shall be subject to an overdue interest at the rate of fifteen (15 %) or, if higher, the rate set forth in the Finnish Interest Act per annum calculated from the due date to the actual date of payment.
The payment of the fees shall be made by wire transfer to the Maventa’s bank account or otherwise as instructed by Us from time to time. You shall bear all cost of making such payment and transfer. All amounts payable by You shall be made without setoff or counterclaim and without deduction or withholding. You shall notify Us in case any deduction or withholding is required by applicable law. You shall pay such additional amounts to Us as necessary to ensure that the net amount received by Us equals the amount We would have received without deduction or withholding. You shall give Us proof that the correct amounts have been paid to the tax authority.
6.3 Service Fees charged by Maventa Partner
Maventa Partner may choose to charge you directly for Your use of the Services when You use the Services through such Maventa Partner’s Application. In such case the Maventa Partner shall enter into an agreement with you separately for the fees and payment terms for the Services, whether separately for the Services or as a fee where fee for Maventa Partner’s services or products or other offerings (offered though the Application) and fee for Services are bundled. For the avoidance of doubt, when Maventa Partner charges You in accordance with this Section 6.3 for Your use of the Services, You shall not be liable to pay for the Service to Maventa in accordance with Section 6.2.
6.4 Use of Applications
Any fees related to the use of Applications (including but not limited to prices for products and/or services and other offerings of Partner through the Applications) shall be charged by Maventa Partner in accordance with separate terms and conditions between Maventa Partner and You.
7. Personal Data
We will process the information given or updated by You in Maventa user register such as (a) Identification Data: Your company/entity name, address and other contact information of Your entity, field of operations, volume and international scope of invoicing, and other profiling information on the entity such as products and services offered by Your entity, and name and contact information, such as telephone and e-mail address of Your contact person(s); (b) Profile Information: position, title, date of birth, salutation and country of residence of Your contact person(s); (c)Banking and payment information such as credit card information, account number, SWIFT and IBAN codes and other codes used by You to use the Site, Services and/or Applications, (1) for the purpose of and to the extent required by Us to provide the Invoicing Service, such as to include Your relevant banking and payment information into Your invoices, and, to the extent required to provide the Invoicing Service disclose the banking and payment information, such as to recipients of payments and invoices within the Invoicing Service, and (2) for the purpose for Us or third party on behalf of Us or other third parties who may charge You in accordance with this Agreement for Your use of the Services, Applications or other use of the Site for a fee.
For the purposes of such third parties’ invoicing Maventa will disclose to such third parties information and data from Your usage of the Services, Applications or other use of the Site for a fee.
For some of the Identification Data and Profile Information defined in in a) and b) in the first sub-paragraph of this Section You may be given an option not to give such information. By giving the information You agree that such information may be used and disclosed in accordance with the terms hereof.
For the purpose of providing the Invoicing Service to You either as recipient or sender of the invoices We need to process the information on the submitted invoices needed for Us to technically provide the Invoicing Service such as identification of the sender and recipient of the invoice and the details of the invoice and any binary or arbitrary files attached to the invoices and related technical information such as traffic data (data processed for the purpose of the conveyance of communications relating to the billing, such as the destination of the invoice, the origin of incoming invoices and any technical data in connection with any of incoming or outgoing invoices). The information registered about You may be used by Us to transmit invoices from You and to You. You agree that You may receive invoices from other Maventa Members through the Invoicing Service.
You give hereby Your explicit consent that We may display and transfer Your Identification Data and Profile Information defined in a) and b) in the first sub-paragraph of this Section to other Maventa Members.
You give hereby Your explicit consent to process and transfer of Your personal data in accordance with the Personal Data Extract Clause 8.2.
You give hereby Your explicit consent to the processing and transfer of Your personal data in accordance with the Finnish Personal Data Act 11 § to Maventa and its third party contractors (who may process the data in accordance with sub-paragraph 14 of this Section) for the purposes of providing Services to You in accordance with the purpose of the register in Clause 5 in the Personal Data Extract.
We may form groups of recipients of direct marketing on basis of Your Identification Data and Profile Information defined in a) and b) in the first sub-paragraph of this Section and give access to those groups and to such Your Identification Data and Profile Information to certain Maventa Associates for the purposes of direct marketing. We and the third parties who are Maventa Associates from time to time, may use the information for the purpose of submitting direct marketing to You, and You hereby give Your explicit consent to such direct marketing by electronic means such as e-mail, sms, multimedia message or telefax. You may be contacted also for the purposes of direct marketing by other than electronic means, by Us and such Maventa Associates, such as in printed format such as letter, and by contacting You by telephone. Also Maventa may forward such direct marketing to You on behalf of such Maventa Associates. You will have the right to opt out from any or all direct marketing at any time by the mechanisms provided by Us.
Maventa shall take organizational and technical measures required by law to protect the personal data and traffic data processed by it and its contractors on the Site. In case any materials such as invoices are directed through a third party network such as operator network that is not operated by Maventa or Our contractors, such third party operators shall be liable for information security in their network.
You agree that You may submit Your appropriate and reasoned opinions visible on the Site on the other Maventa Members’ action related to the use of the Site, and that other Maventa Members may submit appropriate and reasoned opinions visible on the Site on Your action related to the use of the Site.
We may process Your Content, for the purposes of providing the Services and Your other authorized use of the Site, but otherwise We will not use or disclose Your Content to other parties or use it unless explicitly consented by You herein or unless needed for purposes of the following sub-paragraph.
We may disclose or use registration information, Your Content, or information or data related to Your use of the Services or Site to the extent We need to enforce the terms of and monitor the compliance with the Agreement, at the request or order of court or a governmental or regulatory body or for other lawful purposes.
The information processed by Us in accordance with these terms may be disclosed to and operated by Our third party contractors to technically operate the Site or provide technical subcontracting in the provision of the Services, such as third party certificate authorities used in encrypting and digital signatures regarding the invoices.
Also general statistical data on the usage of the Services that does not identify the sender or recipient of individual invoices, will be collected, stored and may be disclosed to third parties to improve the Services and Site and for marketing purposes.
8. Maventa GUI
You shall have the right to use the Maventa GUI as has been described in more detail in the applicable Service Description. Maventa GUI is intended for only to be used through a web browser by individual users, and You agree not to use or access Maventa GUI using any other way by any other computer program.
9. Your Content and Data Storage
In connection with Your usage of the Services such as Invoicing Service, you may store, retrieve and serve Your Content, which may include without limitation invoices, attachments to the invoices, recipient directories, and product directories.
YOU ACKNOWLEDGE THAT NEITHER WE NOR OUR SUPPLIERS ARE RESPONSIBLE IN ANY MANNER, AND YOU ARE SOLELY RESPONSIBLE, FOR YOUR CONTENT. YOU, WHEN USING THE INVOICING SERVICE, AGREE AND WARRANT THAT YOU WILL FOLLOW THE APPLICABLE LAWS THAT REGULATE THE ELECTRONIC INVOICING, AND OTHER LAWS APPLICABLE TO THE INVOICING AND YOUR OPERATIONS.
You acknowledge, that You bear sole responsibility for adequate security, protection and taking backups of Your Content. We strongly advise that You use encryption technology to protect Your Content from unauthorized access. Without limitation of Sections 17 and 18, we will have no liability to You or any third party for any unauthorized access or use, corruption, deletion, destruction or loss of any of Your Content.
10. Creation Of Account
Maventa Customer accounts are associated with a) User API Key, which is used to access Maventa API, b) username (Your email address), c) password (selected by You upon account creation and changeable by You at any time), d) Maventa ID (globally unique invoicing ID generated by Maventa upon account creation).
Maventa ID is a unique identifier that can be used to refer to You as a recipient in connection with the use of Services.
You have the right to create sub-accounts entitling also other persons in Your organization or entity to administer the use of the Site and Services under the terms of the Agreement. Any use of any of the accounts and sub-accounts shall be sole responsibility of You and any and all actions by using the accounts and sub-accounts shall be deemed to have been made in Your name.
User API Key is created by Maventa and is an immutable unique identifier used to identify and authorize the use of Your Maventa account in connection with transactions submitted to Maventa API.
Username and Password pair is used to identify and authorize the use of Your Maventa account (and sub-accounts, if any) in connection with Your usage of the Maventa GUI.
Your a) Username and Password pair, and b) User API Key are referred to as “Account Identifiers”.
Account Identifiers (i) identify Your account (and sub-accounts, if any) and (ii) allow You to make requests to the Site and/or Services. The Account Identifier will always uniquely identify Your account (and sub-accounts, if any). Account Identifiers are for Your personal use only, and You may not sell, transfer, sublicense or otherwise disclose Your Account Identifiers to any third party. You are responsible for maintaining the secrecy and security of Account Identifiers. You are fully responsible for all activities that occur under Your Account Identifiers, regardless of whether such activities are undertaken by You or a third party. You shall contact Us immediately if You believe a third party may be using Your Account Identifiers, or if Your Account Identifiers are lost or stolen. You are responsible for maintaining up-to-date and accurate information (including contact information) for Your Maventa account (and sub-accounts, if any). We disclaim any liability for any unauthorized access to or usage of Your Content or the Services due to misuse of Your Account Identifiers.
11. Linking and References
Subject to the terms and conditions of this Agreement, You may generally publicize that You are a Maventa Customer and user of the Services and You may place a simple and clear hyperlink in text form: http://www.maventa.com on Your commercial or non-commercial Internet site. From time to time Maventa will release various graphical images, such as buttons or banners which You may use unaltered instead of a plain textual link. The image must link to http://www.maventa.com. Maventa may at any time and without presenting a reason require that You delete or modify the hyperlink. By allowing links with third party Websites Maventa does not intend to solicit business of any third party, unless explicitly agreed otherwise. You may not use any “deep-link”, “page-scrape”, “robot”, “spider” or any other automatic device, program, algorithm or methodology or any similar or equivalent manual process to access, acquire, copy or monitor any portion of the Site or any of its content.
You agree not to misrepresent the relationship between Us and You, for example by implying that We support, sponsor, endorse, or contribute money to You or Your business endeavors unless separately expressly agreed in writing between You and Us. We have no obligation to certify or endorse any of Your Content.
During the term of this Agreement, we shall have the right to use Your name for reference purposes.
We hereby grant You a limited, non-exclusive, non-transferable, non-sublicenseable right and license, during the term of the Agreement to use such trademarks, service marks and logos of Maventa and/or its licensors (“Marks”) as and in the form as granted from time to time in the Maventa™ Trademark Guidelines page, which are incorporated herein by reference, and as revised by Maventa from time to time, solely for the purpose of the reference purposes in Section 11.
You may not remove, obscure, or alter any notice of any Mark, or other intellectual property or proprietary right appearing on or contained within the Services or Site or on any Maventa IPR.
You may not use the Marks in any manner that disparages Maventa, its affiliates or its licensors, or that otherwise dilutes any Mark, and You agree to follow Maventa™ Trademark Guidelines and other directions given by Maventa from time to time, and to cease the use of any of the Marks immediately upon Maventa requiring You to do so. Any use by You of the Marks shall inure to the benefit of Maventa or its licensors and You hereby irrevocably assign to Maventa all right, title and interest in the same. In connection with Your licensed usage of the Marks hereunder, You shall conduct Your business in a professional manner and in a way that reflects favorably on the goodwill and reputation of Maventa.
Other than Your limited right to use the Marks as provided in this Agreement, We and our licensors retain all right, title, and interest in and to the Marks, and You may not use any trademark, service mark, trade name or other business identifier of Maventa or its affiliates or licensors or other Maventa Members unless You obtain Maventa’s and any applicable third party’s prior written consent.
You will not at any time now or in the future challenge or assist others to challenge the validity of the Marks, or attempt to register confusingly similar trademarks, trade names, service marks or logos. You may not use “Maventa,” any other trademark of Maventa or its affiliates, or variations or misspellings of any of them, in the name of an Application or in a URL (such as “.com”, “.net”, “.fi”, “.mobi” . For example, the following are expressly prohibited “maventa.mydomain.com”, “mavnta.fi” or “maventa.net”.
13. Downtime and Service Suspensions
The access to and use of the Site and Services may be suspended for the duration of any unanticipated or unscheduled or scheduled downtime or unavailability of any portion or all of Site and Services for any reason, without any liability to You or any third party, including (i) as a result of power outages, system failures or other interruptions; (ii) to conduct maintenance or make modifications to Site or any Service; (b) in the event of a denial of service attack or other attack on the Site or Service or other event that We determine may create a risk to the Site or applicable Service, to You or to any of Maventa Members or site users; or (iii) We determine that any content of the Site, Application or Service is illegal or We otherwise deem it necessary or beneficial prudent to do so for legal or regulatory reasons (collectively, “Service Suspensions”). Subject to also Sections 17 and 18, We shall not be liable for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that You may incur as a result of any such suspension.
“Maventa Confidential Information” shall mean any information disclosed by Us, our business partners or our or their respective agents or contractors that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Maventa Confidential Information includes, without limitation, nonpublic documentation, plans, materials, designs, specifications, drawings, trade secrets, processes, know-how, technologies and related test results ideas, techniques, or inventions, customer information, financial information and other business affairs which information is proprietary to Us or our affiliates or business partners and is disclosed to You, whether in writing, orally, electronically or otherwise .
Maventa Confidential Information shall not include information which (i) is publicly available at the time of disclosure or later becomes publicly available through no breach of confidentiality obligation under this Agreement; (ii) can be proved by documentation was known by You before receiving such information; (iii) is disclosed to You by without restriction as to use or disclosure, by a third party who, in making such disclosure or acquiring such information, did not violate obligation of confidentiality; (iv) You can prove by documentation has been independently developed by You without use, directly or indirectly, of the Maventa Confidential Information; or (v) You are obligated to disclose in accordance with law or a judicial or other governmental order provided that You, subject to what is permitted under applicable law, give Maventa reasonable notice prior to such disclosure and restrict disclosure of the information to the extent what is mandatory under the law.
You shall (i) not to disclose, distribute or otherwise make available Maventa Confidential Information to any third parties (ii) hold the Maventa Confidential Information in strict confidence; (iii) not to use or otherwise utilize for Your own or any third party’s benefit such Maventa Confidential Information for any purpose except for purposes as explicitly agreed in this Agreement.
The confidentiality obligation under this Agreement shall survive any expiration or termination of this Agreement.
In case You and We are parties to a separate signed non-disclosure agreement and there is a conflict between the terms of the signed non-disclosure agreement and the terms of this Section 14, the terms of the signed non-disclosure agreement shall prevail.
15. Intellectual Property Rights
Maventa IPR. You acknowledge that any and all intellectual property and proprietary rights, other rights, title and interest in and to the Maventa IPR are and shall remain the property of Us or our licensors. We reserve all rights not expressly granted herein, and, by virtue of this Agreement or otherwise, You do not acquire any ownership interest or rights in Maventa IPR, except for the limited non-exclusive license rights expressly granted to You in this Agreement.
Your Content. Other than the rights and interests expressly set forth in this Agreement, and excluding Maventa IPR, You or Your licensors shall retain all right, title and interest to any and all intellectual property and proprietary rights, other rights, title and interest owned by You in and to Your Content.
Feedback. In the event You elect, in connection with any of the Services, to communicate to Us suggestions for improvements to the Services, Site or other Maventa IPR (collectively, “Feedback”), We shall own all right, title, and interest in and to the same, even if You have designated the Feedback as confidential, and We shall be entitled to use the Feedback without restriction. You hereby irrevocably assign all right, title and interest in and to the Feedback to us and agree to provide us such reasonable assistance as We may require to document, perfect and maintain our rights to the Feedback.
Nothing in this Agreement shall be deemed to restrict Maventa’s right to, and Maventa reserves the right to develop any products or services that may compete with Your products or services; or appoint third parties as developers or systems integrators who may offer such competing products or services.
16. Representations and Warranties
You represent and warrant that You will not use the Services, Maventa IPR and Your Content: (i) in a manner that infringes, violates or misappropriates any rights of us or any third party; (ii) to engage impermissible spamming advertising, marketing or other such activities that, including, without limitation, violate anti-spamming laws and regulations; (iii) in any manner that constitutes or facilitates the illegal export of any controlled or otherwise restricted items, including, without limitation, software, algorithms or other data that is subject to export laws; and/or (iv) in a way that is otherwise illegal or promotes illegal activities, including, without limitation, in a manner that might be libelous or defamatory or otherwise malicious or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age.
You may not interfere or attempt to interfere in any manner with the functionality or proper working of the Services or Site.
16.2 Your Content and Feedback
You shall be solely responsible for Your Content, and You represent and warrant: (i) that You are solely responsible for the development, operation, and maintenance of Your Content, including without limitation, the accuracy, appropriateness and completeness of Your Content; and (ii) that You have the necessary rights and licenses, consents, permissions, waivers and releases to use and display Your Content.
You represent and warrant that Your Content (a) does not violate, misappropriate or infringe any rights of Maventa or any third party, (b) does not constitute defamation, infringement of privacy or publicity rules, laws and regulations, (c) is not designed for use in any illegal activity or promotes illegal activities, including, without limitation, in a manner that might be libelous or defamatory or otherwise malicious, illegal or harmful to any person or entity, or discriminatory based on race, sex, religion, nationality, disability, sexual orientation, or age; and (iv) does not contain viruses, worms, troijan horses, cancel bolts or any other computer code designed to disrupt computer or other systems.
You represent and warrant that any Your Feedback (as defined in Section 15), in whole or in part, contributed by or through You contains no third party software or any Open Source Software and does not violate, misappropriate or infringe any intellectual property rights of any third party.
Open Source Software. “Open Source Software” shall mean any software, documentation or other material that is subject to free software, open source software or similar licensing or distribution license or model, including but not limited to which meet the definition of open source software at site of the Open Source Initiative (now http://www.opensource.org/docs/osd) and free software on the site of Free Software Foundation (now http://www.fsf.org/), and include, without limitation, the licenses listed on the Open Source Initiative and the Free Software Foundation sites.
17. Warranty Disclaimer
THE MARKS, SERVICES, SITE AND THE UNDERLYING TECHNOLOGY AND SOFTWARE AND ANY AND ALL OF THEIR MATERIALS AND CONTENT, OR INFORMATION AND ADVICE PROVIDED BY US UNDER THIS AGREEMENT OR WHEN PROVIDING SERVICES OR WHICH CAN BE ACCESSED THROUGH THE SITE (COLLECTIVELY IN THIS SECTION “SITE MATERIALS”) ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. MAVENTA AND ITS LICENSORS HEREBY, TO THE EXTENT PERMITTED BY APPLICABLE LAW, DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE SITE MATERIALS, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR SATISFACTORY QUALITY OR QUIET ENJOYMENT OR IMPLIED WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. EVEN IF WE OR ANY THIRD PARTY GIVE YOU ADVICE OR INFORMATION OR YOU RECEIVE ANY ADVICE OR INFORMATION THROUGH THE SERVICES, IT SHALL NOT BE DEEMED TO CREATE ANY WARRANTY UNLESS EXPRESSLY STATED IN THIS AGREEMENT.
THERE IS NO WARRANTY THAT THE SITE MATERIALS SHALL BE FREE FROM ERRORS OR THAT THE USE OF THE SITE MATERIALS WILL BE UNINTERRUPTED OR SECURE, OR FUNCTION AS SPECIFIED, OR FREE FROM VIRUSES OR OTHER COMPUTER CODE DESIGNED TO DISRUPT COMPUTER OR OTHER SYSTEMS, OR THAT DATA WILL NOT BE LOST OR DAMAGED.
THERE IS NO WARRANTY BY US OR OUR LICENSORS THAT THERE WILL NOT BE ANY SITE OR SERVICE INTERRUPTIONS, INCLUDING, WITHOUT LIMITATION, POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS, INCLUDING THOSE THAT AFFECT THE DISPATCH, RECEIPT OR PAYMENT OF THE RESPECTIVE INVOICES SENT BY USING THE INVOICING SERVICE.
Links. Use of and access to any third party websites whereto the Site or Services may contain links are at Your own risk. We are not responsible for the contents or functionality of any such third party websites or any website that can be accessed via links on any such third party sites. The inclusion of any such links does not constitute or imply our endorsement or validation of any third party site.
18. Limitation of Liability
MAVENTA OR OUR LICENSORS SHALL UNDER NO CIRCUMSTANCES HAVE ANY LIABILITY TOWARDS YOU OR ANY THIRD PARTY IN CONNECTION WITH THIS AGREEMENT FOR DIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, PUNITIVE OR INCIDENTAL DAMAGES, OR ANY LOSS OF PROFIT, REVENUE, DATA, USE OR GOODWILL, OR COST OF SUBSTITUTE PRODUCTS OR SERVICES, WHETHER INCURRED OR SUFFERED AS A RESULT OF USE OF OR UNAVAILABILITY OF THE SERVICES OR OTHERWISE, EVEN IF MAVENTA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, MAVENTA’S AND ITS LICENSORS’ LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL UNDER NO CIRCUMSTANCES EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO US HEREUNDER FOR THE SERVICE IN QUESTION DURING PERIOD OF THREE (3) MONTHS PRECEDING THE CLAIM. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE AND MISREPRESENTATION AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY UNDER THIS AGREEMENT. IN CASE THE LAW APPLICABLE DOES NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, THE LIABILITY OF MAVENTA AND ITS LICENSORS SHALL IN SUCH CASE BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
WITHOUT LIMITATION OF THE FOREGOING IN THIS SECTION, THE FOREGOING IN THIS SECTION SHALL EXPLICITLY INCLUDE THE FOLLOWING DISCLAIMER OF LIABILITY: MAVENTA OR OUR LICENSORS SHALL UNDER NO CIRCUMSTANCES HAVE ANY LIABILITY TOWARDS YOU OR ANY THIRD PARTY FOR ANY THIRD PARTY APPLICATIONS, MATERIALS OR CONTENT SUCH AS MAVENTA PARTNERS’ APPLICATIONS, ACCESS TO THEM, MATERIALS OR CONTENT THAT MAY BE ACCESSIBLE THROUGH THE SITE OR SERVICES UNDER THIS AGREEMENT.
You shall indemnify, defend and hold Us, our affiliates and licensors, each of our and their business partners (including operators of websites operated on behalf of Us) and each of our and their respective employees, officers, directors and representatives, harmless from and against any and all claims, losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys fees), arising out of or in connection with any claim arising out of (i) Your use of the Services and Site and/or Maventa IPR in a manner not authorized by this Agreement, and/or in violation of the applicable restrictions, AUPs, and/or applicable law, (ii) Your Content including but not limited to any claim involving infringement or misappropriation of third-party rights and/or the use (in accordance with designed use), development, design, manufacture, production, advertising, promotion and/or marketing of Your Content, (iii) Your or Your employees’ violation of any term or condition of this Agreement, including without limitation, Your representations and warranties, or (iv) Your or Your employees’ willful misconduct.
We will notify You without unreasonable delay of any third party claim subject to indemnification. You shall defend against any such claim, provided that, however, We may at our option at Your expense defend (or for the avoidance of doubt to give the other indemnified third party to defend itself), until You to the reasonable satisfaction of Us start and continue to defend the claim. You may not settle any such claim without our prior written consent. We shall have the right, at any time, elect to take over control of the defense and settlement of the claim at Your expense, in case We reasonably determine that it is required to protect Our interest, rights or reputation.
20. Termination and Suspension
20.1 Termination by You for Convenience
You may terminate this Agreement at will at any time by (i) providing Us an e-mail notice of termination in accordance with Section 22 and (ii) closing Your main account for which We provide an account closing mechanism.
20.2 Termination or Suspension by Us Other than for Cause
We may, at our sole discretion, for any reason or for no reason, discontinue any Services at any time without incurring any liability towards You, under the following terms and conditions:
We may suspend Your right and license to use any or all Free Services or any associated Maventa IPR (if licensed to You), or, if You are only using Free Services, terminate this Agreement and provision of all Services to You, at any time, immediately by notice to You in accordance with the notice provisions set forth in Section 22 below, and
We may suspend Your right and license to use any or all Paid Services and any associated Maventa IPR (if licensed to You), or terminate this Agreement and provision of all Services to You, at any time by thirty (30) days’ advance notice to You in accordance with the notice provisions set forth in Section 22 below.
20.3 Termination or Suspension for Cause
We may suspend Your right and license to use any individual Service or any set of Services, or terminate this Agreement and Your right to use all Services and Site, for cause effective as set forth below:
Immediately by notice to You if: (i) You attempt a denial of service attack on the Site or any of the Services; (ii) You seek to hack or break any security mechanism on the Site or any of the Services or We otherwise determine that Your use of the Site or Services or Maventa IPR poses a security or service risk to us, to any user of services offered by us, to any third party sellers on any of our websites, or to any of our or their respective customers or may subject us or any third party to liability, damages or danger; (iii) You otherwise use the Services in a way that disrupts or threatens the Site or Services; (iv) there is an unusual spike or increase in Your use of the Services; (v) We determine, in our sole discretion, there is evidence of fraud with respect to Your account; (vi) You use any of the Maventa IPR other than as expressly permitted herein; (vii) We receive notice or We otherwise determine, in our sole discretion, that You may be using Services for any illegal purpose or in a way that violates the law or violates, infringes, or misappropriates the rights of any third party; (viii) We determine, in our sole discretion, that our provision of any of the Services to You is prohibited by applicable law, or has become impractical or unfeasible for any legal or regulatory reason; (ix) subject to applicable law, upon Your liquidation, commencement of dissolution proceedings, disposal of Your assets, failure to continue Your business, assignment for the benefit of creditors, or if You become the subject of a voluntary or involuntary bankruptcy or similar proceeding; or (x) You otherwise materially breach the Agreement.
Five (5) days following our provision of notice to You in accordance with the notice provisions set forth in Section 22 below if You are in default of Your payment obligations hereunder or breach any other provision of this Agreement and fail, to cure such breach to our satisfaction within such five-day period.
20.4 Effect of Suspension or Termination
Notwithstanding any suspension of Your use of Site or any Services or part thereof for any reason, the applicable Service Fees will continue to accrue for any Paid Services that are still in use by You, including Your continued storage of data on the Site or Service, and You shall remain liable for all fees, charges and any other obligations You have incurred through the date of suspension with respect to the Services, and all of Your rights with respect to the Services shall be terminated during the period of the suspension.
Upon termination of this Agreement for any reason You shall remain liable for all fees, charges and any other obligations You have incurred through the date of termination with respect to the Services; (ii) all of Your rights under this Agreement shall immediately terminate; and (iii) You shall immediately return, or if instructed by us, destroy all Maventa Confidential Information and any Maventa IPR then in Your possession.
In the event this Agreement is terminated for any reason, the Sections 4 Definitions, 6 Fees (with respect to payments that are accrued but unpaid at the time of termination), 14 Confidentiality, 15 Intellectual Property Rights, 16 Representations and Warranties, 17 Warranty Disclaimer, 18 Limitation of Liability, 19 Indemnification, 20 Termination and Suspension, 21 Disputes and 23 Miscellaneous will survive the termination of the Agreement.
20.5 Data Preservation in the Event of Suspension or Termination
20.5.1 In the Event of Suspension Other Than for Cause
In the event of a suspension by us of Your access to any Service for any reason other than a for cause suspension under Section 20.3, during the period of suspension, (i) We will not take any action to intentionally erase any of Your Content or other Your data stored on the Services and (ii) applicable data storage charges will continue to accrue.
20.5.2 In the Event of Termination Other Than for Cause
In the event of any termination by us of any Service or any set of Services, or termination of this Agreement in its entirety, other than a for cause termination under Section 20.3, (i) We will not take any action to intentionally erase any of Your Content or other Your data stored on the Services for a period of thirty (30) days after the effective date of termination; and (ii) Your post termination retrieval of data stored on the Services will be conditioned on Your payment of Service data storage charges for the period following termination (when applicable), payment in full of any other amounts due us, and Your compliance with terms and conditions We may establish with respect to such data retrieval.
20.5.3 In the Event of Other Suspension or Termination
Except as provided in Sections 20.6.1 and 20.6.2 above, We shall have no obligation to continue to store Your Content or other Your data any period of suspension or termination or to permit You to retrieve the same.
20.6 Post-Termination Assistance
Following the suspension or termination of Your right to use the Services by Us or by You for any reason other than a for cause termination You shall be entitled to take advantage of any post-termination assistance We may generally make available with respect to the Services, such as data retrieval arrangements We may elect to make available. We may also endeavor to provide You post-suspension or post-termination assistance, but We shall be under no obligation to do so. Your right to take advantage of any such assistance, whether generally made available with respect to the Services or made available uniquely to You, shall be conditioned upon Your acceptance of and compliance with any fees and terms We specify for such assistance.
This Agreement shall be construed in accordance with the laws of Finland (without regard to principles of conflicts of laws and the UN Convention on Contracts for the International Sale of Goods). All disputes arising out of or in connection with this Agreement shall be finally settled by one (1) arbitrator in accordance with the Rules of the Board of Arbitration of the Central Chamber of Commerce in Finland. The Arbitration shall be conducted in English language in Helsinki. The award of the arbitral tribunal shall be final and binding on the parties. Notwithstanding the above, nothing in this Agreement limits Maventa’s right to seek injunctive or other relief in any national court of competent jurisdiction for any actual or alleged infringement of Our or any third party’s intellectual property or proprietary rights and/or other rights under this Agreement or take legal actions concerning overdue payments.
You further acknowledge that our rights in Maventa IPR are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.
Except as otherwise set forth herein, notices made by Us to You under this Agreement regarding for example Revised Terms, AUPs and changes of fees will be posted on the Site.
Notices made by Us under this Agreement for You specifically (for example notices of breach and/or suspension) will be provided to You via the e-mail address provided to us in Your registration or in any updated email address You provide to us in accordance with account information update procedures We provide from time to time.
You shall to keep Your e-mail address information update and You will be deemed to have received any e-mail sent to any such email address latest informed to Us as detailed above, upon our sending of the e-mail, whether or not You actually receive the e-mail.
For notices made by You to Us under this Agreement and for questions regarding this Agreement or the Services, You may contact Maventa as follows (or any other address or contact information as updated by Maventa from time to time):
Visma Solutions Oy P.O. Box 934 FI-00101 HELSINKI, FINLAND
All communications and notices to be made or given pursuant to this Agreement shall be in the English language.
Transfer of the Agreement. Maventa may assign the Agreement wholly or partly to any party without Your consent. You may not assign the Agreement or any of Your rights or obligations under the Agreement to any third party without Maventa’s prior written consent. Subject to the above, this Agreement shall be binding upon and inure to the benefit of the successors and assignees of the parties hereto.
Independent contractors. The parties’ relationship shall be solely that of independent contractors and nothing contained in this Agreement, shall be construed to make either party an employee, agent, partner, joint venturer, or representative of the other for any purpose.
Third Party Activities. If You authorize, assist, encourage or facilitate another person or entity to take any action related to the subject matter of this Agreement, You shall be deemed to have taken the action Yourself.
Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law or unenforceable, such provision shall be interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law. The remaining provisions of this Agreement shall remain in full force and effect.
Headings. Headings in this Agreement have been provided for convenience only.
Waivers. No waiver shall be binding upon Us unless made in writing and signed by a duly authorized representative of Us. No failure or delay by Us in exercising any right, power, or remedy under this Agreement shall operate as a waiver of any such right. No waiver of any particular breach or any right or remedy by Us with respect to a breach shall preclude, affect or impair enforcement of any right or remedy with respect to any subsequent breach.
Entire Agreement. This Agreement incorporates by reference all policies and guidelines posted by Maventa on the Site, including all Authorized Use Policies, and constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof and supersedes all proposals, oral or written, all previous negotiations, understandings, and all oral and written agreements and all other communications between the parties with respect to the subject matter of this Agreement. However, this Agreement shall not supersede or terminate any signed written agreement in force between the parties, unless expressly agreed in written form.