Terms of Service
Equel Application is currently in beta. Our services are changing rapidly, and We can add new features or remove existing ones without a notice period.
This Agreement governs Your acquisition and use of Our Services in Our Application. In addition to this Agreement, when You use social media services related to Equel Application (including LinkedIn, Mastodon, or Threads), You will also have a user agreement with them, and their terms and conditions apply to You.
If You register for Free Services or a Free Trial, the applicable terms of this Agreement will also govern those Free Services or that Free Trial.
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 and its Affiliates to the terms and conditions of this Agreement, in which case the terms “You” or “Your” shall refer to such entity and all of its Affiliates.
If You do not have such authority or agree with the terms and conditions of this Agreement, You must not accept this Agreement and may not use the Application and the Services.
By accepting this Agreement, by clicking a box indicating Your acceptance or, for Free Services, by using such services, You agree to the terms of this Agreement.
This Agreement was last updated on January 17, 2024. It is effective between You and Us from the moment You accept this Agreement.
“Agreement” means this Master Subscription Agreement.
“We,” “Us,” or “Our” means Equel Oy, a company established and registered in Finland on September 27, 2021, with the business registration number 3237268-5.
“You” or “Your” means an individual who has created an account on the Equel Application. In the case of an individual accepting this Agreement on behalf of a legal entity, the legal entity for which you are accepting this Agreement and its Affiliates.
“User” means an individual who has created an account on the Equel Application. In the case of an individual accepting this Agreement on behalf of a legal entity, an individual who is authorized by You to use Our Application and Services, for whom You have purchased a subscription (or in the case of any Services provided by Us without charge, for whom a Service has been provisioned), and to whom You (or, when applicable, We) have supplied a user identification and password. Users may include, for example, Your employees, interns, and consultants working for You.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Application” means Our software applications running on browsers, desktop, and mobile environments, which perform specific functions for the User, through which Our Services are made available under the Equel brand.
“Services” mean the products and services within Our Application that You subscribed for or were provided to You free of charge or under a Free Trial.
“Beta Services” mean the Services or functionality that may be made available to You to try at no additional charge, clearly designated as beta, pilot, or by a similar description.
“Free Services” mean the Services that We make available to You free of charge. Free Services exclude Services offered as a Free Trial and Purchased Services.
“Purchased Services” mean the Services that You or Your Affiliate purchase, distinguished from Free Services or those provided based on a Free Trial.
“Free Trial” means the Purchased Services We make available to You exceptionally free of charge for a fixed period.
“Content” means Our materials made available as a part of the Services or otherwise at the Platform (e.g., generated post drafts).
“Documentation” means the applicable usage guides and policies, as updated from time to time, accessible in the Application.
“User Material” means documentation and other materials (such as but not limited to photos and videos) uploaded to the Platform by You and Your Users.
“Your Data” means electronic data and information submitted by or for You to the Application or generated during Your use of the Application and Services, excluding User Material.
“Non-Equel Application” means software, service, or other application provided to You by a third party through the Services.
“Malicious Code” means code, files, scripts, agents, or programs intended to harm, including, for example, viruses, worms, and Trojan horses.
“Force Majeure” means circumstances beyond Our reasonable control, including without limitation actions of government, accidents, fire, epidemic, pandemic, labor disputes, war, power or telecommunications failures, Internet service provider failure or delay, or denial of service attacks.
2.1. Free Services
We may make Free Services available to You. Use of Our Free Services is subject to the terms and conditions of this Agreement. In the event of a conflict between this Section 2.1 (Free Services) and any other portion of this Agreement, this section shall control. Possible Free Services are provided to You without charge up to certain limits defined in relevant Documentation.
You agree that We, at Our sole discretion and for any reason, may terminate Your access to the Free Services. You agree that any termination of Your access to the Free Services may be without prior notice, and You agree that We will not be liable to You or any third party for such termination.
You are solely responsible for exporting Your Data from the Free Services before Your access to the Free Services is terminated, except as required by law.
NOTWITHSTANDING SECTIONS 9 (REPRESENTATIONS, WARRANTIES AND DISCLAIMERS) AND 10.1 (INDEMNIFICATION BY US), THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND WE SHALL HAVE NO INDEMNIFICATION OBLIGATIONS WITH RESPECT TO THE FREE SERVICES. WITHOUT LIMITING THE FOREGOING, WE AND OUR AFFILIATES AND OUR LICENSORS AND PARTNERS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE FREE SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE FREE SERVICES WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 11 (LIMITATION OF LIABILITY), YOU SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO US AND OUR AFFILIATES FOR ANY DAMAGES ARISING OUT OF YOUR USE OF THE FREE SERVICES, ANY BREACH BY YOU OF THIS AGREEMENT AND ANY OF YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER.
2.2. Free Trial
If You register in the Application for a Free Trial, We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the Free Trial period for which You registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by You for such Service(s), or (c) termination by Us in our sole discretion. Additional trial terms and conditions may appear with the Free Trial registration. Any additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
YOUR DATA THAT YOU ENTER INTO THE APPLICATION AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE APPLICABLE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL; THEREFORE, IF YOU PURCHASE A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, YOU MUST EXPORT YOUR DATA BEFORE THE END OF THE TRIAL PERIOD OR YOUR DATA WILL BE PERMANENTLY LOST.
NOTWITHSTANDING SECTIONS 9 (REPRESENTATIONS, WARRANTIES AND DISCLAIMERS) AND 10.1 (INDEMNIFICATION BY US), DURING THE FREE TRIAL, THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND EQUEL SHALL HAVE NO INDEMNIFICATION OBLIGATIONS CONCERNING THE SERVICES FOR THE FREE TRIAL PERIOD. WITHOUT LIMITING THE FOREGOING, EQUEL AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN SECTION 11 (LIMITATION OF LIABILITY), YOU SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO EQUEL AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF YOUR USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY YOU OF THIS AGREEMENT AND ANY OF YOUR INDEMNIFICATION OBLIGATIONS HEREUNDER.
3.1. Provision of Purchased Services
We will (a) make the Services and Content available to You according to this Agreement, (b) provide applicable standard support and community support for the Purchased Services to You at no additional charge, (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for (i) planned downtime (of which We shall give advance electronic notice), and (ii) any unavailability caused by Force Majeure.
3.2. Beta Services
We may make Beta Services available to You at no charge. Beta Services may be subject to additional terms. We may discontinue Beta Services at any time at Our sole discretion and decide not to make them generally available. We will have no liability for any harm or damage arising from or in connection with a Beta Service.
Your use of Beta Services is voluntary. Beta Services are intended for evaluation purposes, not production use, and might not be supported. Beta Services are not considered “Services” under this Agreement. However, all restrictions, Our rights reservation, and Your obligations concerning the Services shall apply equally to Your possible use of Beta Services.
Unless otherwise stated, any Beta Services trial period will expire upon the earlier of the designated trial period end date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation.
3.3. Protection of Your Data
3.4. Our personnel
We will be responsible for the performance of Our personnel and their compliance with Our obligations under this Agreement, except as otherwise specified in this Agreement.
4.1. Usage limits
Services and Content may be subject to usage limits and restrictions. Unless otherwise specified, You may not share your password with others.
If You exceed a contractual usage limit possibly specified in Your Service, We may work with You to seek to reduce Your usage so that it conforms to that limit. If, notwithstanding Our efforts, You are unable or unwilling to abide by a contractual usage limit, You will execute an order for additional quantities of the applicable Services or Content promptly upon Our request and pay any invoice for excess usage following Section 6.2 (Invoicing and payment).
4.2. Your responsibilities
- a) be responsible for Your and Your Users’ compliance with this Agreement and Documentation,
- b) provide for Your account the same name that You use in everyday life, as well as accurate information about yourself,
- c) create only one personal account, Your own,
- d) be responsible for the accuracy, quality, and legality of Your Data and Your Material, how You acquired Your Data and Your use of Your Data and Your Material with our Services,
- e) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content and notify Us promptly of any such unauthorized access or use,
- f) use Services and Content only following this Agreement, Documentation, Community Rules, and applicable laws, government regulations and Your entity’s data security and other possible policies, and
- g) comply with additional terms and conditions of social media platforms.
4.3. User restrictions
You will not
- a) make any Service or Content available to anyone other than Users, or use any Service or Content for the benefit of, anyone other than You, unless expressly stated otherwise in an Order or the Documentation,
- b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content,
- c) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, or access or use any of Our intellectual property except as permitted under this Agreement or the Documentation,
- d) send spam in the form of bulk emails (You must be able to point to an opt-in form or show other evidence of consent for any commercial or marketing email you send, if required by applicable legislation),
- e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein,
- f) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights,
- g) use a Service to store or transmit Malicious Code,
- h) attempt to gain unauthorized access to any Service or Content,
- i) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof,
- j) copy Content except as permitted herein or in the Documentation,
- k) frame or mirror any part of any Service or Content, or
- l) disassemble, reverse engineer, or decompile a Service or Content, or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service or (4) determine whether the Services are within the scope of any patent.
- m) create an account if you are under 13 years old,
- n) create a new account without our written approval if your previous account has been removed from the Application for violations of this Agreement.
- o) misuse any reporting, flagging, dispute, or appeals channel, such as by making fraudulent, duplicative, or groundless reports or appeals.
Any use of the Services in breach of this Agreement or Documentation by You or Users that, in Our consideration, threatens the security, integrity, or availability of the Services may result in Our immediate suspension of the Services. We will, however, use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to such suspension.
4.4. Removal of Content
If We are required by a licensor or other 3rd party to remove Content or receive information that Content provided to You may violate applicable law or third-party rights, We may remove such Content from Your account.
If other Users of the Equel Application report Your Content for violations, hate speech, or indecency, We will review the Content and can remove it at our sole discretion. If other Users repeatedly report Your Content, we may suspend or terminate your Account.
4.5. Special terms for messaging inside the Service
We offer the Users the possibility to message each other inside the Application as part of Our Services (including but not limited to text, pictures, videos, and voice messages). In addition to the Agreement terms herein, additional specific terms apply when the User starts to use the messaging Services.
Messaging Services include the possibility of one-to-one messaging, creating groups, and messaging between several Users simultaneously in such groups. General User restrictions in section 4.3 also apply to creating and sending messages to other users.
The creator of a messaging group and other appointed admins have the right to delete messages in the group. We are not responsible for storing a copy of such deleted messages. Furthermore, any User with admin rights can decide which other Users to approve to join a group. Admins can also remove other Users from such groups. We are neither in charge nor liable for any actions of the User with Admin rights or other Users using the messaging Services.
We work hard to provide the best messaging Service We can. However, We cannot guarantee any minimum levels of Service quality and make no guarantees that Our messaging Services will always function without errors, disruptions, or delays.
We operate systems to constantly improve Our ability to detect threats, incidents, or vulnerabilities that may harm the usability and security of Our Service. If We learn of such activity, We will take appropriate action, such as removing that activity or contacting applicable law enforcement authorities.
We may modify, suspend, or terminate Your access to or use of Our messaging Services for the reasons described in this Agreement.
5.1. Non-Equel Applications and Your Data
If You choose to use a Non-Equel Application with Our Application and Services, You permit Us to allow the Non-Equel Application and its provider to access Your Data and Your Material as required for the interoperation of that Non-Equel Application with the Service. We are not responsible for any disclosure, modification, or deletion of Your Data or Your Material resulting from access by such Non-Equel Application or its provider.
5.2. Interoperability with Non-Equel Applications
The Services may contain features designed to interoperate with Non-Equel Applications. To use such features, You may be required to obtain access to such Non-Equel Applications from their providers and may be required to grant Us access to Your account(s) on such Non-Equel Applications.
We cannot guarantee the continued availability of such Service features. We may cease to provide them without entitling You to any refund or other compensation if, for example, and without limitation, the provider of a Non-Equel Application ceases to make the Non-Equel Application available for interoperation with the corresponding Service features in a manner acceptable to Us.
You will pay all fees specified in the subscription to Services. Except as otherwise specified herein, (i) fees are based on Services and Content purchased and not actual usage, (ii) payment obligations are non-cancelable, and fees paid are non-refundable, and (iii) chosen Service level cannot be decreased during the relevant subscription term.
6.2. Invoicing and payment
You will provide Us with valid and updated credit card information or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Purchased Services. Such charges shall be made in advance, either monthly or in accordance with any chosen different billing frequency.
If it is specified in the subscription that payment will be by a method other than a credit card, We or our payment processing partner will charge You in advance. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
6.3. Overdue charges
If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 10 % of the outstanding balance per month, or the maximum rate permitted by law, whichever is higher, and/or (b) We may condition future subscription and their renewals on payment terms shorter than those specified in Section 6.2 (Invoicing and payment).
6.4. Suspension of Service and acceleration
If any amount owing by You under this or any other agreement for the Services is 14 or more days overdue (or 7 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our Services to You until such amounts are paid in full. Other than for customers paying by credit card or direct debit whose payment has been declined, We will give You at least 10 days’ prior notice that Your account is overdue, in accordance with Section 13.1 (Manner of giving notice) for billing notices, before suspending Services to You.
6.5. Payment disputes
We will not exercise Our rights under Section 6.3 (Overdue charges) or 6.4 (Suspension of Service and acceleration) above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
Applicable taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”) will be added to the charged fees. You are responsible for paying all Taxes associated with Your purchases hereunder.
If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 6.6, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority.
For clarity, We are solely responsible for taxes assessed against Us based on Our income, property, and employees.
7.1. Reservation of rights
Subject to the limited rights expressly granted hereunder, We and Our Affiliates, Our partners, and other licensors reserve all of Our/their rights, title, and interest in and to the Services and Content, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
7.2. Access to and use of Content
You have the right to access and use the applicable Content subject to the terms of this Agreement and the Documentation.
7.3. License to use Your Data and Your Material
You grant Us, Our Affiliates, and applicable partners and contractors a worldwide, limited-term license to store, copy, display, process, and use any of Your Data and User Material, each as reasonably necessary for Us to provide, and ensure proper operation of, our Application and Services and associated systems following this Agreement. Subject to the limited licenses granted herein, We acquire no right, title, or interest from You or Your licensors under this Agreement in or to any of Your Data or User Material.
In addition, during this Agreement, We may use Your Data and User Material to create added value for You in the form of data analyses, recommendations, and predictions and for further development of our Services.
Your Data creates permanent effects on Our machine learning algorithms. We continue to use this derivative data generated from Your Data after the term of this Agreement.
7.4. License to use feedback
You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Our and Our Affiliates’ Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by You or Users relating to the operation of Our or Our Affiliates’ Services.
8.1. Definition of Confidential Information
“Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data and User Material; Our Confidential Information includes the Application, Services, and Content; and Confidential Information of each party includes the business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.
However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, partners and other contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with Us and the Receiving Party containing protections not materially less protective of the Confidential Information than those herein.
Neither party will disclose the terms of any additional client-specific agreement to any third party other than its Affiliates, subcontractors, legal counsels, and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, subcontractors, legal counsels or accountants will remain responsible for such Affiliates’, subcontractors’, legal counsels’ or accountants’ compliance with this “Confidentiality” section.
8.2. Compelled disclosure
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.
8.3. Client references and testimonials
Regardless of the above-specified confidentiality obligations, We may use You as Our public client reference in Our marketing and communications when You have used any of the Free Services or Purchased Services. Client reference may disclose that You are or have been a registered client of the Application and Services. We may contact You to agree upon a more detailed client testimonial.
Each party represents that it has validly entered into this Agreement and has the legal power to do so.
9.2. Our warranties
We warrant that during an applicable subscription term (a) this Agreement, the Documentation will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, (b) We will not materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable Documentation, and (d) subject to the “Integration with Non-Equel Applications” section above, We will not materially decrease the overall functionality of the Application.
For any breach of a warranty above, Your exclusive remedies are those described in the “Termination” and “Refund or payment upon termination” sections below.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
10.1. Indemnification by Us
We will defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that Our Application infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a settlement approved by Us in writing of, a Claim Against You, provided You
a) promptly give Us written notice of the Claim Against You,
b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and
c) give Us all reasonable assistance, at Our expense.
If We receive information about an infringement or misappropriation claim related to Our Application, We may in Our discretion
a) modify the Application at Our own cost so that it is no longer claimed to infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, or
b) otherwise enable Your continued use of the Services.
The above defense and indemnification obligations do not apply if
a) the allegation does not state with specificity that our Application is the basis of the Claim Against You;
b) a Claim Against You arises from the use or our Application or combination of our Services or any part thereof with software, hardware, data, or processes not provided by Us, if Our Application or use thereof would not infringe without such combination; or
c) a Claim Against You arises from User Material, Your Data, a Non-Equel Application or Your use of the Application or Services in violation of this Agreement or the Documentation.
10.2. Indemnification by You
You will defend Us and Our Affiliates against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that
a) any of Your Data or Your use of Your Data with our Services,
b) any of User Material or Your use of User Material with our Services,
c) a Non-Equel Application provided by You, or
d) the combination of a Non-Equel Application provided by You and used with Our Application,
infringes or misappropriates such third party’s intellectual property rights, or arising from Your use of the Application or Content in an unlawful manner or in violation of the Agreement or the Documentation (each a “Claim Against Us”), and You will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a settlement approved by You in writing of, a Claim Against Us, provided We
a) promptly give You written notice of the Claim Against Us,
b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability), and
c) give You all reasonable assistance, at Your expense.
10.3. Exclusive remedy
This Section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 10.
To be valid and enforceable, all claims for damages against Us must be made within one month from the date the damage was or should reasonably have been noticed by You and, in all circumstances, at the latest within 3 months from the damaging event.
IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
IN NO EVENT SHALL OUR AGGREGATE LIABILITY, TOGETHER WITH ALL OF OUR AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT, EXCEED THE TOTAL AMOUNT PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT YOUR AND YOUR AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.
IN NO EVENT WILL WE HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY DAMAGES CAUSED BY THE CONTENT, PERFORMANCE, AND DELIVERY OF OUR PARTNER(S).
12.1. Term of Agreement
This Agreement commences on the date You first accept it and continues until terminated in accordance with this Agreement. This Agreement is always valid until the end of a subscribed term of Purchased Services unless We terminate the Agreement for cause.
12.2. Termination for convenience
A party may terminate this Agreement upon 30 days’ written notice or another termination notification method available within the Service.
12.3. Termination for cause
A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
12.4. Refund or payment upon termination
All fees payable by You under this Agreement are non-refundable by Us, excluding fees for the Services in the event that this Agreement is terminated for a cause attributable to Us. In such a case We will refund You a portion of the fees for the period after the effective date of the termination. For clarity, in no event will any termination of this Agreement relieve You of Your obligation to pay any fees payable for the period prior to the effective date of the termination.
12.5. Your data portability and deletion
Upon request by You made within 30 days after the effective date of termination or expiration of this Agreement, We will make Your Data available to You for export or download as provided in the Documentation. After such 30-day period, We will have no obligation to maintain or provide any Your Data, and as provided in the Documentation will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, unless otherwise agreed in this Agreement or legally prohibited.
12.6. Surviving provisions
The sections titled “Free Services and Free Trial,” “Fees and Payment for Purchased Services,” “Proprietary Rights and Licenses,” “Confidentiality and Client References,” “Representations, Warranties and Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Term and Termination,” “Notices, Governing Law and Jurisdiction” and “General Provisions” will survive any termination or expiration of this Agreement.
13.1. Manner of giving notice
Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the fifth business day after mailing, or (c) except for notices of termination or an indemnifiable claim (“Legal Notices”), which shall be clearly identified as Legal Notices, the day of sending by email.
Billing-related notices to You will be addressed to the relevant billing contact designated by You. All other notices to You will be addressed to the relevant contact person designated by You. Our e-mail address for notices is firstname.lastname@example.org.
13.2. Agreement to governing law and jurisdiction
You agree that all disputes between You and Us shall be governed by the laws of Finland, regardless of conflict of law provisions.
Any dispute, controversy, or claim between You and Us arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be finally settled by arbitration following the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Helsinki, Finland, and the language of the arbitration shall be Finnish or English.
14.1. Entire Agreement
This Agreement is the entire agreement between You and Us regarding Your use of Services and Content. It supersedes all prior and contemporaneous agreements, proposals, or written or oral representations concerning its subject matter.
We are constantly developing the Application and the ways the Services are offered via the Application. In Our development work, We may find it necessary or mutually beneficial to amend the terms and conditions of this Agreement. In such a case We will notify You of the amendments, publish an updated version of this Agreement, and inform You of the effective date of the amendments. If You do not find the amendments acceptable, You should contact Us and inform Us of Your concerns within 7 business days, in which case We will consider Your enquiry in good faith and work to find a solution reasonably acceptable to You.
In other respects, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and approved by the party against whom the modification, amendment, or waiver is to be asserted.
14.3. Order of precedence
In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) this Agreement, (2) the Documentation.
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety, without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.
No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.