1. Subscription Agreement
This Subscription Agreement (“Agreement”) is a legal agreement between you (“you”) and VizTrend Ltd. (“VizTrend”) and applies to your use of VizTrend’s Service. This Agreement governs your access to and use of the Service and shall be applicable to all Users of the Service regardless of the consideration paid to use the Service, including but not limited to all free and payable versions of the Service. By accepting this Agreement or using the Service, you agree to be bound by and abide by its terms and conditions. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement. If you lack such authority, you may not accept this Agreement or use the Service.
“Customer Data” shall mean all data submitted by you to the Service.
“Intellectual Property Rights” shall mean copyrights and other similar rights and related rights (including database and catalogue rights), patents, utility models, trade marks, trade secrets, know-how and any other form of statutory protection of any kind and applications for any of the foregoing respectively.
“Service” shall mean VizTrend’s Yodiz application for project and team management.
“Main User” shall mean the employee within your organisation who manages the use of the Service.
“User(s)” shall mean your employees (including Main User) who are authorized by you (and designated by the Main User) to use the Service.
3. USE OF THE SERVICE
Upon and subject to the terms and conditions of this Agreement, VizTrend hereby grants to you a limited, non-transferable and non-exclusive right to allow the Users to access the Service and to use the Service solely for your internal business operations.
The rights granted to the Users in this Section 2 are limited to the number of the User subscriptions as chosen by you during the ordering process or during the term of this Agreement. The Main User is responsible for controlling the use of the Service within your organization. The Main User has the possibility to increase or decrease the number of the Users and their subscriptions on the Service.
You have no right to sub-license, assign or transfer the rights granted to you in this Agreement.
All copyrights and other Intellectual Property Rights in and to the Service are and shall at all times remain the sole and exclusive property of VizTrend and its licensors. VizTrend does not transfer any of its Intellectual Property Rights or third party Intellectual Property Rights to you under this Agreement.
All rights not expressly granted to you in this Agreement shall be retained by VizTrend.
4. TECHNICAL REQUIREMENTS
The technical requirements for your hardware, software and data connections (including the compatible Internet browsers) are set out on VizTrend’s website. VizTrend may, from time to time, make reasonable changes to such requirements. You are solely responsible for the acquisition and financing of any hardware, software and data connections that are necessary to use the Service.
5. CHANGES IN THE SERVICE
VizTrend shall have the right to update and change any part of the Service from time to time. If the changes or updates made require changes in your hardware, software and/or data connections, VizTrend shall notify you of such requirements (e.g. browser updates) one (1) month prior to the implementation of the necessary changes. You are solely responsible for all costs related to the changes of hardware, software and/or data connections.
Any modifications or development work requested by you shall always be separately agreed upon with VizTrend. Such services shall be invoiced on time and material basis.
VizTrend shall use reasonable endeavours to provide the Service on a continuous basis. The expected availability of the Service is 99.0 % or even more over a monthly period. For the avoidance of doubt, VizTrend does not warrant the continued availability of the Service and it shall not be liable to compensate you any downtime of the Service. VizTrend shall not be responsible for any failure to provide the Service which is due to problems with any aspects of your system or the network connections.
VizTrend has the right to interrupt the provision of the Service temporarily for maintenance of the Service.7. SUPPORT SERVICES
VizTrend shall provide email support to the Main User during the term of the Agreement.
8. YOUR RESPONSIBILITIES
You shall be responsible for maintaining the secrecy and security of the Users’ IDs and passwords. You are fully responsible for all activities, transactions and other operations which are made through the Service by using the User and Main User IDs and passwords.
You have no right to store, distribute or transmit any Customer Data through the Service that is unlawful or infringing or promotes any illegal activities.
9. CHARGES AND PAYMENT
You shall pay all fees and charges applicable to your subscription package in accordance with the fees, charges and billing terms in force at the time when the fee or charge is due and payable.
All payments are to be made in advance before the commencement of the respective Service period unless otherwise agreed between you and VizTrend. By accepting this Agreement, you understand that you may not cancel or revoke your payment and all payments are non-refundable.
All prices are stated exclusive of income taxes, value-added taxes (VAT), sales or use taxes, duties and other charges by authorities. Any and all payments hereunder shall be in Euros, if not specifically stated otherwise.
Interest shall be chargeable on any amounts overdue at the rate of ten (10) percent per annum.
10. CUSTOMER DATA
You shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
VizTrend acknowledges and agrees that the Customer Data and all data processed in relation to the provision of the Service may be your Confidential Information (as defined below), and VizTrend shall store such data only to the extent necessary for the provision of the Service and shall not use such data for any other purpose.
In case the Customer Data processed in accordance with this Agreement contains personal data, you must comply with all applicable personal data protection and privacy laws. You shall be the data controller and VizTrend the data processor as defined in the European Union’s Data Protection Directive 95/46/EC or in any national corresponding legislation. For the avoidance of doubt, you will retain full responsibility for the data processed on your behalf by VizTrend acting as data processor.
You acknowledge and hereby accept that for the purpose of providing the Service the whole or any part of your Customer Data may be processed by VizTrend’s affiliates, partners and subcontractors.
VizTrend (and those third parties subcontracted by VizTrend to perform services related to Service hosting, Customer Data maintenance and back-up) shall follow its standard archiving and back-up procedures for the Customer Data. In the event of any loss or damage to the Customer Data, your sole and exclusive remedy shall be for VizTrend to use reasonable commercial efforts to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by VizTrend or a third party subcontractor. For the sake of clarity, VizTrend shall not be responsible or liable for the deletion, damage, loss or failure to store any Customer Data.
You shall have at all times a right to request a delivery of a copy of the Customer Data. At receipt of such request VizTrend shall without unreasonable delay deliver a digital copy of the Customer Data in a format enabling a reasonable review of the data (e.g. Excel sheet or similar). VizTrend shall charge for the work related to the delivery in accordance with its then current price list.
Upon request by you made within fourteen (14) days after the termination or expiration of the Agreement for whatever reason VizTrend shall without charge deliver a digital copy of the Customer Data in a format enabling a reasonable review of the data (e.g. Excel sheet or similar).
Unless otherwise agreed in writing between the Parties, VizTrend shall destroy the Customer Data in its possession after such 14-day period.
For the purposes of this Agreement, "Confidential Information" shall mean all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing.
Both VizTrend and you agree to keep secret and confidential all Confidential Information provided by the Disclosing Party. The obligations and limitations set forth herein regarding the Confidential Information shall not apply to information which is:
(i) in the public domain other than by a breach of this Agreement on the part of the Receiving Party; or
(ii) rightfully received from a third party which has the right and transmits it to the Receiving Party without breaching any obligation of confidentiality; or
(iii) rightfully known to the Receiving Party without breaching any limitation on use or disclosure prior to receipt of the same from the disclosing Party, as shown by the records of the Receiving Party; or
(iv) generally made available to third parties by the Disclosing Party without any restriction concerning use or disclosure; or
(v) required to be disclosed by law or by a court of competent jurisdiction or by the rules or regulations of an applicable governmental or taxation or regulatory body or authority to whose jurisdiction the Receiving Party is subject.
12. LIMITATION OF LIABILITY
The Service is provided ”as is” without any warranties of any kind. You acknowledge and agree that any use of the Service is at your sole risk and liability. To the maximum extent permitted by applicable law, VizTrend expressly disclaims any and all representations and warranties, either express or implied, including, without limitation, any implied warranties of merchantability, fitness for a particular purpose and non-infringement, with respect to the Service.
No warranty or representation is given that the functions contained in the Service will meet your requirements, or that the operation of the Service will be uninterrupted or error-free, or that defects in the Service will be corrected. Furthermore, no warranty or representation is given regarding the use or the results of the use of the Service.
In no event will VizTrend be liable to you for any indirect damages arising from the use or inability to use the Service. Such damages include, but are not limited to, loss of profits, loss of revenue, loss of data or loss of use of the Service, even if VizTrend has been advised of the possibility of such damages.
In no event shall VizTrend’s aggregate liability arising out of or related to this Agreement exceed the total amount paid by you hereunder in one (1) month preceding the incident.
13. TERM AND TERMINATION
This Agreement will be effective as of the date upon which you accept these terms or start using the Service and continues until all User subscriptions have expired or been terminated. User subscriptions purchased by you commence on the start date specified in the subscription and continue for the subscription term specified therein.
The Agreement will also terminate automatically if you fail to comply with any of the restrictions or other requirements described herein. After the termination or expiration of this Agreement, you shall cease the use and utilisation of the Service.
Except as otherwise stated on the VizTrend’s website, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term, unless either party gives the other notice of non-renewal not less than three (3) days before the end of the relevant subscription term.
Either party to this Agreement may terminate the Agreement with immediate effect if the other party substantially breaches its obligations under this Agreement.
VizTrend may terminate this Agreement with immediate effect upon written notice in the event that your organisation is involved in any proceedings under any bankruptcy or other insolvency laws or is liquidated, dissolved, or its existence is terminated, or otherwise ceases payments.
The terms and conditions of this Agreement that by their nature or otherwise reasonably should survive the termination or expiration of the Agreement shall survive any termination or expiration of this Agreement.
14. MODIFICATIONS TO TERMS
VizTrend reserves the right to modify the terms and conditions included in this Agreement or relating to the Service and any such modifications shall become effective upon posting a new version of the terms and conditions. It is on your responsibility to review the terms and conditions applicable to the Service and continued use of the Service after the changes have become effective constitute your consent to the changes.
15. OTHER PROVISIONS
Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Finland Chamber of Commerce by one (1) arbitrator. The arbitration shall take place in Helsinki, Finland. The award of the arbitration shall be final and binding on both Parties. The arbitration shall be conducted in the English language.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Finland, without reference to the choice of law provisions thereof.
Severability. If any term or provision of this Agreement is held to be illegal or unenforceable, the validity of the remainder of this Agreement shall not be affected.
Force Majeure. VizTrend shall not be deemed to be in default under this Agreement as long as its failure to perform any of its obligations hereunder is occasioned solely by fire, labour disturbance, acts of civil or military authorities, or any similar cause not known to VizTrend at the time of execution hereof and beyond VizTrend’s reasonable control.
Assignment. Neither this Agreement, nor any interest hereunder shall be assignable by either party without the prior written consent of the other party. Notwithstanding the foregoing, VizTrend may assign this Agreement to its parent, subsidiary or affiliate company. VizTrend shall also have the right to assign this Agreement in case of a sale of the relevant business of VizTrend to a third party taking over such business.