Valota Oy (“Service Provider”) provides software as a service for Valotalive Workplace Digital Signage (“Service”). Pursuant to the terms of this Customer Agreement (“Customer Agreement”), Valota is licensing the Software to customer (“customer”) on a monthly basis in the form of a license specified in more detail in this agreement. This Agreement is entered into by the Customer and Service Provider. The Customer approves the terms hereof by using the service provided by Valota.
In these Terms:
“Content” means the content that is to be made available by Service Provider through Service to Customers as defined in the relevant Subscriptions.
“Customer” means such third party entity that is concluded a Customer Agreement with for provision of Content.
“Service Provider” shall mean Valota Oy, the licensor and an entity providing the service
”Customer Agreement” means an agreement between Service Provider and a Customer defining the terms and conditions for provision of Content to Customer and the related payment from Customer to Service Provider.
“Dashboard” means Valotalive’s user interface for accessing and administering the Services that Customer may access via the web Subscription
“Information” means all information, data, intellectual property, know-how and trade secrets, in whatever form, provided by one Party to the other, including but not limited, information relating to the Party’s businesses, operations, finances, planning, facilities, products, techniques and processes and information relating to Customers.
“Intellectual Property Rights” means patents, petty patents, utility models, design patents, designs (whether or not capable of registration), chip topography rights, database rights and other like protection, copyrights, trademarks, trade names, trade dresses, trade secrets, inventions and/or any other industrial and/or intellectual property rights, and applications, divisions, continuations, renewals, re-exams and reissues thereof.
“Service” means Valotalive Workplace Digital Signage service operated by Service Provider that allows certain Internet browsers to access the digital content made available through such service.
“Player Application” means such software that can be used for accessing Service and for displaying the retrieved Content.
“Territory Restrictions” means the territorial restrictions for the use of specific content items as specified through Service.
“User Account” means the unique user account that is created for Customer to access dashboard as the result of registration to Service allowing you to submit Subscriptions and otherwise use Service.
Where the context so admits, with respect to the above definitions, the singular will include the plural and vice versa.
2. PROVISION OF SERVICE AND CONTENT
2.1 Subject to Customer making the agreed payments to Service Provider, Service Provider will provide Customer Dashboard and access to Content through Player Application in accordance with the Subscriptions. Each Subscription will set forth the relevant payments and will be subject to the terms and conditions of Terms in addition to the terms and conditions set forth in the applicable Subscription.
2.2 Service Provider will have and maintain, at its own cost, everything necessary for providing access to Content through Player Application. Service Provider is responsible for delivering Player Application to the right Customer. Customer will be responsible for acquiring and maintaining other related software, services and hardware that are needed for displaying Content.
2.3 Service Provider will have the right to engage any third party for the provision of any part of Service. The engagement of such third parties will not relieve Service Provider of any of its obligations under the Terms. Service Provider has the sole responsibility and liability for the performance and non-performance of the engaged third parties.
2.4 It is hereby acknowledged that Content is provided by third-party content providers. Service Provider will reserve the right to change the source of Content (i.e. change content providers) at its sole discretion. Service Provider will continue to provide, regardless of a possible Content source change, Service and ordered Content items according to Subscriptions. Some content providers set Territory Restrictions for Content. Player Application is not allowed to be used for displaying Content in such countries or territories that are listed as restricted territories for Content in connection with your submission of Subscription. Furthermore, Service Provider will reserve the right to update Territory Restrictions for Content in such cases where and to the extent such changes are required by third party content providers. Service Provider will notify you of any such changes regarding Content.
3. USE OF SERVICE AND SUPPORTED BROWSERS
3.1 Customer will be able to submit Subscriptions only after registration to Service. Customer agrees to provide truthful and complete information when registering for Service and to keep that information updated. After Customer’s registration to Service, Service Provider will create a User Account and provide Customer the information (such as username and password) required to be able to use Service through User Account. Customer will be responsible for any and all use of Service through User Account. The customer agrees to take due care in protecting User Account and the received information against misuse and promptly notify Service Provider about any misuse Customer become aware of.
3.2 Service is network dependent. Service Provider reserves the right, in its sole discretion, to change, improve and correct Service at any time. Service and Content may be unavailable during maintenance breaks and other times.
3.3 Dashboard is compatible with certain Internet browsers. The Parties acknowledge and agree that at the time of registration Service is compatible with certain Supported Browsers but future changes to Service and/or Supported Browsers may cause incompatibility in future. Service Provider is responsible for maintaining and providing Customer with up-to-date list of Supported Browsers.
Service Provider shall be responsible for providing user support as described through Service.
4. FEES AND PAYMENT TERMS
4.1 Subject to Service Provider making available Service, Customer will pay the possible one-time service activation fees and the ongoing monthly or annual fees. The fees for the service are indicated in connection with your submission of the relevant Subscription. The subscriptions will be renewed automatically unless terminated by the customer.
4.2 Customer will select the invoicing frequency for the service from the available options when submitting a Subscription. Further payment terms will be as set forth in connection with your submission of Subscription. There is an invoice handling fee of 7 eur / invoice for billing customers. The default payment method is a credit card. There is no invoice handling fee for companies with Awesome annual subscription or Companies paying with a credit card.
4.3 Each Party will pay all taxes (including, but not limited to, taxes based upon its income) or levies imposed on it under applicable laws, regulations and tax treaties as a result of Terms and will furnish evidence of such paid taxes as is sufficient to enable the other Party to obtain any credits available to it. The Parties will comply with all applicable tax legislation.
4.4 Customer will not be liable for the monthly fees for the affected Content in case of the following events:; (i) Content becomes otherwise unavailable through Service, or (ii) new Territory Restrictions for Content materially impair Customer’s ongoing use of Service. In case one of the above-listed events takes place, Service Provider will compensate Customer such portion of the pre-paid monthly fees that can be allocated for the period of time that is remaining from the pre-paid term at the time of the event taking place by deducting the applicable portion from the future fees payable by Customer.
5. PERSONAL DATA
Service Provider warrants that:
(i) Service Provider has the right to make available Service and Content and grant Customer the rights set forth in Terms;
(ii) Service Provider will take reasonable measures to ensure that no viruses or other harmful software code is transferred to Customer through Service; and
(iii) Service Provider has paid and/or will pay all charges and payments due under the agreements between Service Provider and the third parties that have been or are engaged by Service Provider for provision of Service or Content and Customer shall have no payment obligations towards such third parties.
Customer warrants that:
(i) Customer will use Service solely as permitted by the Terms and allow Content to be used solely in accordance with the Subscriptions;
(ii) Customer will pay the agreed fees for Content in accordance with Terms;
(iii) Customer will conclude all Customer Agreements to comply with the Terms and Subscriptions and specifically pass the relevant Territory Restrictions on the use of Content to Customers in Customer Agreements and otherwise; and
(iv) Customer will take reasonable measures to ensure that no viruses or other harmful software code is transferred to Service through User Account or Player Application.
Disclaimer of Warranty:
Service is provided on “as is” and “as available” basis. Service Provider does not warrant that Service will be uninterrupted. No warranty of any kind, either express or implied, including but not limited to warranties of title, non-infringement, merchantability, or fitness for a particular purpose, is made in relation to the availability, accuracy, reliability, information or content of Service. Customer expressly agree and acknowledge that the use of the Service is at its sole risk and that it may be exposed to content from various sources.
7.1 Information may be disclosed to third parties and used by Service Provider solely to the extent necessary for provision of Service and Content Customer may disclose to third parties and use Service Provider’s Information solely to the extent reasonably necessary for Customer use of Service and Content.
7.2 Information (as defined) will not, however, include information which the receiving party can establish:
a) is in the public domain at the time of disclosure or later becomes part of the public domain without breach by the receiving party of the confidentiality obligations contained herein; or
b) was rightfully in the possession of the receiving party prior to disclosure hereunder and is not subject to confidentiality obligations between the parties; or
c) was or is disclosed to the receiving party by a third party who is not, to the best of receiving party’s knowledge, bound by any obligation of confidentiality to the disclosing party; or
d) was or is independently developed by the receiving party without use or reference to the Information.
The receiving party will have the right to disclose Information in accordance with a judicial or other governmental order.
7.3 Service Provider shall have a right to make general level reference to your use of Service for promotional purposes and use Customer logo in connection with such promotional activities.
7.4 The receiving party will use reasonable efforts to safeguard the received Information and keep it secure.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 All right, title and interest in and to all Intellectual Property Rights in or related to Service and Content, whether or not specifically recognized or perfected under applicable law, will worldwide and in perpetuity vest in and be the sole and exclusive property of Service Provider or the third party owners. No Intellectual Property Rights in or related to Service or Content is granted to you unless otherwise expressly stated in Terms.
8.2 Service Provider hereby grants Customer a limited, non-exclusive, non-transferable, royalty free and worldwide right and license (i) to use and exploit Service, and (ii) for the duration of the applicable Subscription to grant under Customer Agreements such Customers that are defined in the applicable Subscriptions the right to use and exploit Content in accordance with the Terms, Subscriptions and the applicable laws. Customer hereby acknowledge, that notwithstanding the foregoing worldwide right, the display of certain Content may be limited to certain territories in accordance with Territory Restrictions.
All rights not expressly granted to Customer are reserved by Valota and its licensors. Customer shall not:
- use (including making any copies of) the Software beyond the scope of the license granted herein;
- make use of the Software on more than one computer at a time, without prior purchases of additional licenses;
- rent, lease, lend, sell, resell, sublicense, transfer, assign, share, publish, distribute, commercially exploit or make available the Software in any manner whatsoever, to any other third party;
- modify, adapt, translate, create derivative works or improvements based upon any part of the Software other than what may be used in accordance with this License;
- reverse engineer, decompile, disassemble, copy, create derivative works, or otherwise modify the Software, any updates, or any part thereof, nor attempt to locate or obtain its source code;
- alter or remove any trademark, copyright or other proprietary notice of Valota contained within the Software;
- use the Software for purposes of competitive analysis of the Software, the development of a competing software product or service or any other purpose that is to Valota’s commercial disadvantage;
- build or create a competitive software product or service using similar ideas, features, functions or graphics of the Software or copy any such ideas, features, functions or graphics of the Software;
- combine the Software or any part thereof with, or incorporate the Software or any part thereof, in any other software or programs;
- use the Software in violation of any foreign, federal, state or local law, regulation or rule;or
- make use of the Software in any manner not stipulated within this Agreement or the documentation accompanying the Software.
Customer agrees not to use the Software to stream or show Content that is defamatory, obscene, indecent, violently graphic, or discriminatory against any class of persons. For purposes of this article, “Content” means the audio and visual information, graphics, text, images, music, software and documents made available in the course of using the Software.
10.1 There will be no indemnification provided by either Party under the Terms.
11. LIMITATION OF LIABILITY
11.1 Neither Party will under any circumstances be liable for any indirect, consequential or special damages, expenses, costs or other losses incurred by the other Party arising under or in connection with Terms, except where such losses are arising out of a Party breaching its confidentiality obligations set forth above in Clause 8.
11.2 The aggregate liability of each Party is limited to a total of the amount of aggregate payments due under Subscriptions during the previous year.
11.3 The limitations of liability provided above in Clauses 11.1 not apply to cases where there is injury or death to persons, intentional misconduct by the liable Party leading to the losses of the other Party or gross negligence by the liable Party leading to the losses of the other Party.
12. EXPORT CONTROL
12.1 The Parties acknowledge that Service and certain Content may be subject to export controls. Both Parties agree to comply with all applicable import and/or export control regulations.
13. CHANGES ON TERMS
13.1 Service Provider expressly reserves the right to modify the Terms at any time in its sole discretion without prior notice to Customer. If Terms are modified in a material, adverse way, Service Provider will provide a separate prior written notice advising of such modification. The customer is responsible for regularly reviewing Terms.
14. TERM AND TERMINATION
14.1 Customers may terminate their subscription if they no longer wish to have access to Service. After such termination, the Customer has access to the service and content until the end of the ongoing invoicing period.
Customer may terminate the monthly subscription for any or all Content under such Subscription effective at the end of the ongoing invoicing period.
Valotalive annual subscriptions will be invoiced with a customer-specific co-renewal date in order to simplify the subscription management. The co-renewal date is defined by the 1st order made by the Customer. The co-renewal date will be calculated 12 months onwards from the Customer’s 1st order date. The Annual subscriptions will be renewed automatically unless the Customer cancels the renewal 30 days prior to the co-renewal date.
14.2 Service Provider may terminate Customer’s registration with immediate effect and/or restrict its access to Service and/or Customers access to Content if there is an indication that you or Customers have breached Terms.
14.3 Service Provider may terminate Customer’s registration with three months prior written notice. After such termination, Customer will no longer have access to Service but will continue to have access to Content until end of the ongoing invoicing period.
14.4 Termination of the registration will be without prejudice to the rights and obligations of the Parties which have accrued up to the date of termination.
15.1 Entire Agreement: Terms form the entire agreement between the Parties regarding Service and supersede all prior communications unless there is a mutually signed agreement between the Parties regarding Service.
In the event of any conflict between the Terms and any Subscription, the provisions of Terms will prevail.
15.2 Assignment and Transfer: Except as set forth in Terms, neither Party will be entitled to assign or transfer all or any of its rights, benefits and obligations under Terms without the prior written consent of the other Party.
15.3 Partial Invalidity: If, at any time, any provision hereof is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, the legality, validity or enforceability of the remaining provisions will in no way be affected or impaired thereby. The invalid provision will be replaced by a valid one which achieves to the extent possible the original purpose and commercial goal of the invalid provision.
15.4 Force Majeure: Neither Party will be liable to the other for any delay or non-performance of its obligations hereunder in the event and to the extent that such delay or non-performance is due to an unforeseen event and which is beyond the reasonable control of the affected Party.
15.5 Applicable law and disputes: Terms will be governed by and construed in accordance with the laws of Finland, excluding its choice of law provisions.
Any dispute, controversy or claim arising out of or relating to Terms, or the breach, termination or validity thereof will be finally settled by Helsinki District Court of Justice.
15.6 Surviving Clauses: Any terms and conditions that by their nature or otherwise reasonably should survive the termination of the registration will survive.