TERMS OF SERVICE

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY CLICKING “ACCEPTED AND AGREED TO,” CUSTOMER AGREES TO THESE TERMS AND CONDITIONS.

These Terms of Service constitute an agreement (this “Agreement”) by and between Avanto Ventures Oy (“Vendor”) and the corporation, LLC, partnership, sole proprietorship, or other business entity executing this Agreement (“Customer”). This Agreement is effective as of the date Customer clicks “Accepted and Agreed To” (the “Effective Date”). Customer’s use of and Vendor’s provision of Vendor’s System (as defined below in Section 1.6) are governed by this Agreement.

EACH PARTY ACKNOWLEDGES THAT IT HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS, AND THAT THE PERSON SIGNING ON ITS BEHALF HAS BEEN AUTHORIZED TO DO SO. THE PERSON EXECUTING THIS AGREEMENT ON CUSTOMER’S BEHALF REPRESENTS THAT HE OR SHE HAS THE AUTHORITY TO BIND CUSTOMER TO THESE TERMS AND CONDITIONS.

1. DEFINITIONS

The following capitalized terms shall have the following meanings whenever used in this Agreement.

1.1 “Customer Data” means data in electronic form input or collected through the System by or from Customer, including without limitation by Customer’s Users.

1.2 “System” means Vendor’s cloud service which is an innovation ecosystem for corporations and startups.

1.3 “Term” is defined in Section 8.1 below.

1.4 “User” means any individual who uses the System on Customer’s behalf or through Customer’s account or passwords, whether authorized or not.

2. THE SYSTEM

2.1. Service Levels. Vendor is not responsible of any failure of the System. Vendor is not required to issue refunds or to make payments against such credits under any circumstances, including without limitation after termination of this Agreement.

3. SYSTEM FEES

Customer must pay Vendor the fee set forth in each Order (the “Subscription Fee”) for each Term. Vendor will not be required to refund the Subscription Fee under any circumstances.

4. CUSTOMER DATA & PRIVACY

4.1. Privacy Policy. The Privacy Policy applies only to the System and does not apply to any third party website or service linked to the System or recommended or referred to through the System or by Vendor’s staff. (Annex Privacy Policy GDPR)

4.2. Risk of Exposure. Customer recognizes and agrees that hosting data online involves risks of unauthorized disclosure or exposure and that, in accessing and using the System, Customer assumes such risks. Vendor offers no representation, warranty, or guarantee that Customer Data will not be exposed or disclosed through errors or the actions of third parties

5. CUSTOMER’S RESPONSIBILITIES & RESTRICTIONS

5.1. Acceptable Use. Customer shall not: (a) provide System passwords or other log-in information to any third party; (b) share non-public System features or content with any third party; c) provide to the System any misleading information; or d) provide any files which contain a virus or potentially unwanted software. The Customer underwrite that they only use the data of the System via the System. In the event that it suspects any breach of the requirements of this Section 5.1, including without limitation by Users, Vendor may suspend Customer’s access to the System without advanced notice, in addition to such other remedies as Vendor may have.

5.2. Unauthorized Access. Customer shall take reasonable steps to prevent unauthorized access to the System, including without limitation by protecting its passwords and other log-in information. Customer shall notify Vendor immediately of any known or suspected unauthorized use of the System or breach of its security and shall use best efforts to stop said breach.

6. IP & FEEDBACK

6.1. IP Rights to the System. Vendor retains all right in and to the System, including without limitation all graphics, user interfaces, logos, and trademarks reproduced through the System. This Agreement does not grant Customer any intellectual property license or rights in or to the System or any of its components. Customer recognizes that the System and its components are protected by copyright and other laws.

6.2. IP Rights to the attached files. Customer underwrite that the all data which the Customer attach or link to the System, they have intellectual property right to these files or these files does not breach anyone's intellectual property rights.

7. LIMITATION OF LIABILITY

7.1. Limitation. VENDOR IS NOT LIABILITY FOR ANY INDEMNITY ARISING OUT OF OR RELATED TO THIS AGREEMENT.

7.2. Exclusion of Consequential Damages. IN NO EVENT WILL VENDOR BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT.

8. TERM & TERMINATION

8.1. Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and continue until further notice.

8.2. Termination. Either party may terminate this Agreement by written notice, effective in 30 days.

8.3. Effects of Termination. Upon termination of this Agreement, Customer must cease all use of the System and delete, destroy, or return all copies of the Documentation in its possession or control. The following provisions will survive termination or expiration of this Agreement: (a) any obligation of Customer to pay fees incurred before termination; (b) Articles and Sections 6 (IP & Feedback), 7 (Limitation of Liability) and 9.6. (Choice of Law & Jurisdiction); and (c) any other provision of this Agreement that must survive to fulfill its essential purpose.

9.MISCELLANEOUS

9.1. Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other, and neither may make commitments on the other’s behalf. For the clarification the Vendor is not a party of the contract which each other party's concludes, even if the initiate was form the Vendor.

9.2. Notices. Vendor may send notices pursuant to this Agreement to Customer’s email contact points provided by Customer, and such notices will be deemed received 24 hours after they are sent.

9.3. Force Majeure. No delay, failure, or default, other than a failure to pay fees when due, will constitute a breach of this Agreement to the extent caused by acts of war, terrorism, hurricanes, earthquakes, other acts of God or of nature, strikes or other labor disputes, riots or other acts of civil disorder, embargoes, or other causes beyond the performing party’s reasonable control.

9.4. Assignment & Successors. Customer may not assign this Agreement or any of its rights or obligations hereunder without Vendor’s express written consent.

9.5. Severability. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of this Agreement will continue in full force and effect.

9.6. Choice of Law & Jurisdiction: This Agreement will be governed solely by the laws of the Republic of Finland. The parties consent to the personal and exclusive jurisdiction of District Court of Helsinki as a first instance.

9.7. Entire Agreement. This Agreement sets forth the entire agreement of the parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to its subject matter. Neither party has relied upon any such prior or contemporaneous communications.

9.8. Amendment. Vendor may amend this Agreement from time to time by posting an amended version at its Website and sending Customer written notice thereof. Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”).