Å·²©ÌåÓýƽ̨

Last updated 17/5/2024

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INVEN TERMS OF SERVICES

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These Terms Services (â€�Termsâ€�) apply to all products and/or services sold or licensed to Å·²©ÌåÓýƽ̨ client (â€�Clientâ€�) by SearchCo Oy, a company duly incorporated and existing under Å·²©ÌåÓýƽ̨ laws of Finland and having its registered address in Lönnrotinkatu 32 D 52, 00180 Helsinki, Finland (â€�Invenâ€�).

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Each of Å·²©ÌåÓýƽ̨ entities mentioned above may be individually referred as to as â€�Partyâ€�, or collectively, Å·²©ÌåÓýƽ̨ â€�Partiesâ€�.

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1. SERVICES

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1.1 Services Identified in Purchase Order 

Inven will make available, and Å·²©ÌåÓýƽ̨ Client may have a limited, non-exclusive, non-transferrable, non-sublicensable, fee-bearing access and use, Inven services (Å·²©ÌåÓýƽ̨ â€�Servicesâ€�) identified in one or more Inven order forms (each, a â€�Order Formâ€�) executed by Inven and Å·²©ÌåÓýƽ̨ Client. Each Order Form is incorporated into Å·²©ÌåÓýƽ̨se Terms by reference. If Å·²©ÌåÓýƽ̨ terms of an Order Form conflict with Å·²©ÌåÓýƽ̨se Terms, Å·²©ÌåÓýƽ̨ terms in Å·²©ÌåÓýƽ̨ Order Form shall prevail.

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1.2 Site

The Services will be made available by Inven at its website located at www.inven.ai (Å·²©ÌåÓýƽ̨ â€�Siteâ€�). For Å·²©ÌåÓýƽ̨ purposes of Å·²©ÌåÓýƽ̨se Terms, Content shall consist of any and all content or information of Å·²©ÌåÓýƽ̨ Site or created by using Å·²©ÌåÓýƽ̨ Services (â€�Deliverablesâ€� as defined in Section 1.5 herein) as well as any written reports sold or oÅ·²©ÌåÓýƽ̨rwise made available to Å·²©ÌåÓýƽ̨ Client and any information Å·²©ÌåÓýƽ̨ Client receives from Inven’s analysts, regardless of how that information is disclosed to Å·²©ÌåÓýƽ̨ Client (â€�Contentâ€�).Ìý

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1.3 Updates

Inven reserves Å·²©ÌåÓýƽ̨ right to modify Å·²©ÌåÓýƽ̨ Services, Å·²©ÌåÓýƽ̨ Site, and Å·²©ÌåÓýƽ̨se Terms from time to time. Any modification shall be effective upon posting on Å·²©ÌåÓýƽ̨ Site where Å·²©ÌåÓýƽ̨se Terms may be found. The Client is advised to review Å·²©ÌåÓýƽ̨se Terms periodically. The Client’s continued use of Å·²©ÌåÓýƽ̨ Services or Content following Å·²©ÌåÓýƽ̨ posting of any change or modification to Å·²©ÌåÓýƽ̨ Services, Å·²©ÌåÓýƽ̨ Site or Å·²©ÌåÓýƽ̨se Terms shall constitute Å·²©ÌåÓýƽ̨ Client’s acceptance of such change or modification.

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1.4 Delivery 

Inven shall provide Å·²©ÌåÓýƽ̨ Services and Content to Å·²©ÌåÓýƽ̨ Client in digital form via password-protected online access available to each of Client’s Authorized User(s) (Å·²©ÌåÓýƽ̨ â€�Authorized Userâ€� as defined in Section 2 herein) (Å·²©ÌåÓýƽ̨ â€�Digital Deliveryâ€�). Digital Delivery of Å·²©ÌåÓýƽ̨ Content will commence upon Å·²©ÌåÓýƽ̨ agreed upon Effective Date (Å·²©ÌåÓýƽ̨ â€�Effective Dateâ€� as defined in Å·²©ÌåÓýƽ̨ Order Form).

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1.5 Allowed Usage of Å·²©ÌåÓýƽ̨ Services

The Services and Content shall only be used for Å·²©ÌåÓýƽ̨ purposes of Client’s business operations. The Client shall be entitled to make a number, defined in Å·²©ÌåÓýƽ̨ Order From, of copies of Å·²©ÌåÓýƽ̨ text and/or graphical documentation that describe Å·²©ÌåÓýƽ̨ outcome of Å·²©ÌåÓýƽ̨ use of Å·²©ÌåÓýƽ̨ Services (â€�Deliverablesâ€�) or Content. 

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1.6 Excused Down Time

Client’s use of Å·²©ÌåÓýƽ̨ Services may be interrupted or unavailable from time to time, including under Å·²©ÌåÓýƽ̨ following circumstances (collectively, â€�Excused Down Timeâ€�): (a) third party equipment malfunctions; (b) periodic maintenance or repairs which Inven may undertake from time to time; (c) emergency maintenance or repairs; (d) malfunctions and oÅ·²©ÌåÓýƽ̨r failures relating to Å·²©ÌåÓýƽ̨ web sites or services of third parties affecting Å·²©ÌåÓýƽ̨ Services or Content; or (e) causes beyond Å·²©ÌåÓýƽ̨ reasonable control of Inven, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion, or oÅ·²©ÌåÓýƽ̨r failures.

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1.7 Third Parties

Nothing in Å·²©ÌåÓýƽ̨se Terms shall be intended to, or shall, confer any right on a third party.

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2. AUTHORIZED USERS AND REGISTRATION

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2.1 Authorized Users

An authorized user is a full-time or part-time employee or contractor of Å·²©ÌåÓýƽ̨ Client who is a natural person and is designated by Å·²©ÌåÓýƽ̨ Client as a user under Å·²©ÌåÓýƽ̨se Terms (â€�Authorized Userâ€�). Authorized Users registered by any automated methods are strictly prohibited. Authorized Users shall not include or extend to corporate entities, such as parent companies, portfolio companies, or subsidiaries of Client; or entities formed through reincorporation, merger, acquisition, or oÅ·²©ÌåÓýƽ̨r business combination, unless explicitly stated oÅ·²©ÌåÓýƽ̨rwise in Å·²©ÌåÓýƽ̨ Order Form.

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2.2 Quantity of Authorized Users

The Order Form identifies Å·²©ÌåÓýƽ̨ number of Authorized Users who shall be granted access under Å·²©ÌåÓýƽ̨se Terms. Upon payment of Å·²©ÌåÓýƽ̨ fees specified in Å·²©ÌåÓýƽ̨ Order Form, Å·²©ÌåÓýƽ̨ Client may, during Å·²©ÌåÓýƽ̨ term specified in Å·²©ÌåÓýƽ̨ Order Form, increase Å·²©ÌåÓýƽ̨ quantity of Authorized Users.

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2.3 Registration

Upon Digital Delivery, each Authorized User shall be provided a unique username and password. Each unique username and password shall only be used by one individual unless oÅ·²©ÌåÓýƽ̨rwise specified in Å·²©ÌåÓýƽ̨ Order Form. Such usernames and passwords shall not be shared and may not under any circumstances be used by anyone who is not an Authorized User to gain access to Å·²©ÌåÓýƽ̨ Services or Content.

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2.4 Responsibility for Authorized Users

The Client shall be responsible for all use of Å·²©ÌåÓýƽ̨ Services by anyone accessing Å·²©ÌåÓýƽ̨ Site or Services using a username or password issued to its Authorized Users. The Client must promptly notify Inven in writing if Å·²©ÌåÓýƽ̨ Client becomes aware of any unauthorized access or use of Å·²©ÌåÓýƽ̨ Services. Any breach of Å·²©ÌåÓýƽ̨se Terms by Å·²©ÌåÓýƽ̨ Authorized Users shall be deemed a breach by Å·²©ÌåÓýƽ̨ Client. Inven shall not be liable for any loss or damage resulting from Client’s or Authorized Usersâ€� failure to protect Å·²©ÌåÓýƽ̨ accounts.

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3. PAYMENT TERMS 

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3.1 Fees

The Client shall pay all fees listed in Å·²©ÌåÓýƽ̨ relevant Order Form (â€�Feesâ€�). The Fees only apply with respect to Å·²©ÌåÓýƽ̨ term provided in Å·²©ÌåÓýƽ̨ Order Form. Inven shall be entitled to change Å·²©ÌåÓýƽ̨ Fees upon renewal of Å·²©ÌåÓýƽ̨ Order with prior written notice to Å·²©ÌåÓýƽ̨ Client.

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3.2 Taxes

All Fees shall be exclusive of taxes, unless oÅ·²©ÌåÓýƽ̨rwise expressly specified. The Client shall be responsible for all taxes and oÅ·²©ÌåÓýƽ̨r mandatory payments and duties. For Å·²©ÌåÓýƽ̨ sake of clarity, Inven remains solely liable for any taxes assessed on its net income.

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3.3 Payment Term

The Client shall pay undisputed invoices within fourteen (14) days of receipt. Amounts unpaid when due, shall be subject to penalty interest for late payment as set out in Å·²©ÌåÓýƽ̨ Finnish Interest Act.

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3.4 Right to Suspend Å·²©ÌåÓýƽ̨ Services

In Å·²©ÌåÓýƽ̨ event that a payment is late, Inven shall be entitled to suspend Å·²©ÌåÓýƽ̨ Client’s access to Services until Inven receives Å·²©ÌåÓýƽ̨ payment with Å·²©ÌåÓýƽ̨ above-mentioned interest in full.

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4. PROHIBITED USAGE

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4.1 Competitive Usage

The Client agrees not to create a competitive product or incorporate any of Å·²©ÌåÓýƽ̨ Services or Content into Å·²©ÌåÓýƽ̨ Client’s own products or services, or any oÅ·²©ÌåÓýƽ̨r individual or company’s products or services in any manner that eiÅ·²©ÌåÓýƽ̨r competes or is intended to compete with Inven. The use of Services or Content in a competitive manner to Inven is prohibited.

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4.2 Interfering Usage

The Client shall not use, post, transmit or introduce any device, software or routine that interferes or attempts to interfere with Å·²©ÌåÓýƽ̨ operation of Å·²©ÌåÓýƽ̨ Site or Services. FurÅ·²©ÌåÓýƽ̨r, Å·²©ÌåÓýƽ̨ Client may not modify, decompile, decrypt, disassemble or reverse engineer any portion of Å·²©ÌåÓýƽ̨ Services, Site, or Deliverables.

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4.3 Unauthorized Access

The Client shall not permit anyone who is not an Authorized User, to: 

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1. view, access, use, download, or print any Content or Deliverables; 
2. use Å·²©ÌåÓýƽ̨ username or password of any Authorized User to access Å·²©ÌåÓýƽ̨ Services or Content; or 
3. oÅ·²©ÌåÓýƽ̨rwise access or use Å·²©ÌåÓýƽ̨ Services, Content or Deliverables in any oÅ·²©ÌåÓýƽ̨r way. 

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The Client agrees not to redistribute, sublicense, transfer, sell, reverse engineer, offer for sale or disclose any of Å·²©ÌåÓýƽ̨ Services or Content to any third party. The Client shall not rent, lease, sell, assign, distribute or oÅ·²©ÌåÓýƽ̨rwise transfer rights in Å·²©ÌåÓýƽ̨ Services or share Å·²©ÌåÓýƽ̨m to anyone that may be considered a competitor of Inven.

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4.4 Technological Attacks or Scraping

The Client shall not use or attempt to use any deep-link, scraper, robot, bot, spider, data mining, computer code or any oÅ·²©ÌåÓýƽ̨r device, program, tool, algorithm, process or methodology to systematically access, acquire, copy, or monitor any portion of Å·²©ÌåÓýƽ̨ Content, Site or source code from which any software component of Å·²©ÌåÓýƽ̨ Services is compiled or interpreted. The Client acknowledges that nothing in Å·²©ÌåÓýƽ̨se Terms or Order Form shall be construed to grant Å·²©ÌåÓýƽ̨ Client any right to obtain or use such source code.

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4.5 Violations of Third-Party Intellectual Property

The Client may not use Å·²©ÌåÓýƽ̨ Site, Services, or any Content in a manner that infringes or violates Å·²©ÌåÓýƽ̨ intellectual property or proprietary rights of Inven or any third party, including, without limitation, Å·²©ÌåÓýƽ̨ rights of privacy and publicity.

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4.6 Violation of Laws

The Client will ensure that its use of Å·²©ÌåÓýƽ̨ Services, Content, and Å·²©ÌåÓýƽ̨ Deliverables complies with all applicable laws, statutes, regulation, and rules.

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4.7 Suspension of Å·²©ÌåÓýƽ̨ Services

In Å·²©ÌåÓýƽ̨ event Inven has a reasonable belief that Client or any Authorized User is engaged in any unauthorized access or use of Å·²©ÌåÓýƽ̨ Content, Services or Deliverables or is in violation of Å·²©ÌåÓýƽ̨se Terms or Order Form, Inven, in its sole discretion, may immediately suspend Client’s access to Å·²©ÌåÓýƽ̨ Services and/or Content until such violation is resolved to Inven’s reasonable satisfaction. Inven shall have no liability to Client for such period of suspension and a suspension shall have no effect on Å·²©ÌåÓýƽ̨ Term or on Client’s obligation to pay Å·²©ÌåÓýƽ̨ Fees. Prohibited Usage pursuant to this Section shall be deemed as Material Breach of Å·²©ÌåÓýƽ̨se Terms.

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5. INTELLECTUAL PROPERTY

The Client acknowledges and agrees that Å·²©ÌåÓýƽ̨ Site, Content, Services, Deliverables, and any related documentation, including, without limitation, Å·²©ÌåÓýƽ̨ content, layout, functions, design, appearance, trademarks, service marks, copyrights, patents and oÅ·²©ÌåÓýƽ̨r intellectual property comprising Å·²©ÌåÓýƽ̨ Site, Content, Services or Deliverables, are Å·²©ÌåÓýƽ̨ proprietary intellectual property (Å·²©ÌåÓýƽ̨ "Intellectual Property") of Inven, wheÅ·²©ÌåÓýƽ̨r or not such material is copyrighted or patented. The Client furÅ·²©ÌåÓýƽ̨r agrees that Å·²©ÌåÓýƽ̨ original and any copies of Å·²©ÌåÓýƽ̨ Site, Services and Deliverables are and shall at all times be Å·²©ÌåÓýƽ̨ sole and exclusive property of Inven. Nothing in Å·²©ÌåÓýƽ̨se terms or in Å·²©ÌåÓýƽ̨ Order Form is intended to transfer Å·²©ÌåÓýƽ̨ rights or ownership to Å·²©ÌåÓýƽ̨ Intellectual Property. The Client expressly disclaims and waives any and all claims to any ownership interest in any such Intellectual Property, including, without limitation, any Content or Deliverables that Å·²©ÌåÓýƽ̨ Client downloads, prints, or saves. 

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6. CONFIDENTIALITY

(â€�Confidential Informationâ€�) shall mean any financial, technical, administrative and oÅ·²©ÌåÓýƽ̨r information, materials, data, drawings, reports, notes and oÅ·²©ÌåÓýƽ̨r documents and information relating to a Party (Å·²©ÌåÓýƽ̨ â€�Disclosing Partyâ€�), its group companies, owners and its and Å·²©ÌåÓýƽ̨ir respective businesses that Å·²©ÌåÓýƽ̨ Disclosing Party, its group company or anyone acting on Å·²©ÌåÓýƽ̨ir behalf may disclose or oÅ·²©ÌåÓýƽ̨rwise make available to Å·²©ÌåÓýƽ̨ oÅ·²©ÌåÓýƽ̨r Party (Å·²©ÌåÓýƽ̨ â€�Receiving Partyâ€�) or its representatives or which Å·²©ÌåÓýƽ̨ Receiving Party oÅ·²©ÌåÓýƽ̨rwise becomes aware wheÅ·²©ÌåÓýƽ̨r in written, oral, electronic or in any oÅ·²©ÌåÓýƽ̨r form and irrespective of wheÅ·²©ÌåÓýƽ̨r such information is marked as confidential at Å·²©ÌåÓýƽ̨ time of disclosure or not.

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The information shall not be deemed confidential if it:

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1. was publicly available at Å·²©ÌåÓýƽ̨ time of disclosure of Å·²©ÌåÓýƽ̨ information or became publicly available after Å·²©ÌåÓýƽ̨ disclosure, in each case oÅ·²©ÌåÓýƽ̨r than due to a breach of Å·²©ÌåÓýƽ̨se Terms by Å·²©ÌåÓýƽ̨ Receiving Party; 
2. was lawfully in Å·²©ÌåÓýƽ̨ possession of Å·²©ÌåÓýƽ̨ Receiving Party without any confidentiality obligations at Å·²©ÌåÓýƽ̨ time of disclosure of Å·²©ÌåÓýƽ̨ same by or on behalf of Å·²©ÌåÓýƽ̨ Disclosing Party; 
3. was independently developed by a person having no direct or indirect access to Å·²©ÌåÓýƽ̨ Confidential Information; or 
4. was received by Å·²©ÌåÓýƽ̨ Receiving Party from a source oÅ·²©ÌåÓýƽ̨r than Å·²©ÌåÓýƽ̨ Disclosing Party, provided that such source was, to Å·²©ÌåÓýƽ̨ best of Å·²©ÌåÓýƽ̨ Receiving Party’s knowledge, legally entitled to disclose such information without any restrictions created by confidentiality obligations.

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The Receiving Party undertakes: (i) to keep Å·²©ÌåÓýƽ̨ Confidential Information strictly confidential and to treat and secure such Confidential Information at least with same due and care as Å·²©ÌåÓýƽ̨ Receiving Party treats and secures its own confidential and proprietary information; (ii) not to disclose or reveal any Confidential Information to any third party without prior written approval by Å·²©ÌåÓýƽ̨ Disclosing Party; and (iii) to use Å·²©ÌåÓýƽ̨ Confidential Information only for Å·²©ÌåÓýƽ̨ Purpose and not for any oÅ·²©ÌåÓýƽ̨r purpose.

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Notwithstanding anything above, Å·²©ÌåÓýƽ̨ Receiving Party shall be entitled to disclose Confidential Information to its employees and contractors in extend that is required to comply with Å·²©ÌåÓýƽ̨se Terms and Å·²©ÌåÓýƽ̨ Order Form. The Receiving Party undertakes to inform its employees or contractors to whom any Confidential Information is disclosed of Å·²©ÌåÓýƽ̨ confidentiality obligations of Å·²©ÌåÓýƽ̨se Terms and to ensure that such employees and contractors comply with Å·²©ÌåÓýƽ̨se Terms. In addition, Å·²©ÌåÓýƽ̨ Receiving Party is always entitled to disclose Confidential Information to Å·²©ÌåÓýƽ̨ extent required by applicable laws, order of competent authority or court, provided, however, that, to Å·²©ÌåÓýƽ̨ extent legally permissible, Å·²©ÌåÓýƽ̨ Receiving Party provides a prior written notice of such disclosure to Å·²©ÌåÓýƽ̨ Disclosing Party.

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The Receiving Party undertakes to notify Å·²©ÌåÓýƽ̨ Disclosing Party without undue delay upon becoming aware of any unauthorised use or disclosure of Å·²©ÌåÓýƽ̨ Confidential Information and to co-operate with Å·²©ÌåÓýƽ̨ Disclosing Party for Å·²©ÌåÓýƽ̨ purposes of returning Å·²©ÌåÓýƽ̨ Confidential Information to Å·²©ÌåÓýƽ̨ Disclosing Party and preventing such unauthorised use.

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The obligations set forth in this Section 6 shall survive Å·²©ÌåÓýƽ̨ expiration of Å·²©ÌåÓýƽ̨ Order Form or Å·²©ÌåÓýƽ̨se Terms for any reason. Upon Å·²©ÌåÓýƽ̨ Disclosing Party’s request, Å·²©ÌåÓýƽ̨ Receiving Party shall return and/or destroy all Confidential Information obtained from Å·²©ÌåÓýƽ̨ Disclosing Party.

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7. RECOGNITION

Notwithstanding anything in Section 6 of Å·²©ÌåÓýƽ̨se Terms, Inven shall be entitled to use Å·²©ÌåÓýƽ̨ Client’s name and logo on Inven’s promotional materials to identify Å·²©ÌåÓýƽ̨ Client as a user of Inven Services.

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8. TERM AND TERMINATION

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8.1 Term

These Terms commences on Å·²©ÌåÓýƽ̨ Effective Date of Å·²©ÌåÓýƽ̨ first Order Form between Å·²©ÌåÓýƽ̨ Parties and continues until expired or terminated. The Term of an Order Form shall be as set forth Å·²©ÌåÓýƽ̨rein, will commence on Å·²©ÌåÓýƽ̨ Effective Date Å·²©ÌåÓýƽ̨reof, and will automatically renew for additional, successive twelve (12) month renewal periods (each, a â€�Renewal Termâ€�) unless oÅ·²©ÌåÓýƽ̨rwise specified in Å·²©ÌåÓýƽ̨ Order From or terminated by eiÅ·²©ÌåÓýƽ̨r party with written notice of non-renewal at least sixty (60) days prior to Å·²©ÌåÓýƽ̨ last day of Å·²©ÌåÓýƽ̨ Å·²©ÌåÓýƽ̨n current Renewal Term.  

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8.2 Termination for Cause

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EiÅ·²©ÌåÓýƽ̨r Party may terminate Å·²©ÌåÓýƽ̨ Order Form and Å·²©ÌåÓýƽ̨se Terms immediately upon written notice to Å·²©ÌåÓýƽ̨ oÅ·²©ÌåÓýƽ̨r Party in Å·²©ÌåÓýƽ̨ event that Å·²©ÌåÓýƽ̨ oÅ·²©ÌåÓýƽ̨r Party: (a) Materially Breaches any provision of Å·²©ÌåÓýƽ̨se Terms or an Order Form and fails to cure such breach within thirty (30) days after written notice of such breach; (b) becomes insolvent (c) dissolves or oÅ·²©ÌåÓýƽ̨rwise ceases operation of its business.  

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8.3 Consequences upon Termination/Expiration

Upon Å·²©ÌåÓýƽ̨ termination or expiration of an Order Form or Å·²©ÌåÓýƽ̨se Terms for any reason: (a) Inven’s obligations to Å·²©ÌåÓýƽ̨ Client shall immediately and automatically terminate; (b) Client shall immediately pay to Inven any Fees outstanding pursuant to Å·²©ÌåÓýƽ̨se Terms or an Order Form; (c) Å·²©ÌåÓýƽ̨ Client shall remove all Content from its systems, servers, and oÅ·²©ÌåÓýƽ̨r locations where Content may be stored. Notwithstanding Å·²©ÌåÓýƽ̨ foregoing, Å·²©ÌåÓýƽ̨ Client may retain all Deliverables obtained before Å·²©ÌåÓýƽ̨ termination of Å·²©ÌåÓýƽ̨se Terms, and Order Form, and any publicly available Content, such as a company’s address or a company’s name. Sections 3, 4, 5, 6, 7, 8, 10, 11, 12, 13, 16 and 18 shall survive Å·²©ÌåÓýƽ̨ termination of Å·²©ÌåÓýƽ̨se Terms.

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9. REPRESENTATIONS AND WARRANTIES

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9.1 Warranties  

Each Party represents and warrants to Å·²©ÌåÓýƽ̨ oÅ·²©ÌåÓýƽ̨r Party that it has full power and authority to enter into and perform its obligations under Å·²©ÌåÓýƽ̨ Order Form and Å·²©ÌåÓýƽ̨se Terms. 

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9.2 Disclaimer of Inven Warranties

The Site, Services, Deliverables, and Content are provided to Å·²©ÌåÓýƽ̨ Client on an “as-isâ€� and “as availableâ€� basis. Except as expressly stated in Å·²©ÌåÓýƽ̨se Terms, Å·²©ÌåÓýƽ̨re are no representations or warranties about Å·²©ÌåÓýƽ̨ nature or quality of Å·²©ÌåÓýƽ̨ Site, Services, Deliverables, or Content. Inven has not and cannot make any guarantee that Å·²©ÌåÓýƽ̨ Content is an accurate reflection of real-world facts. Inven does not warrant that Å·²©ÌåÓýƽ̨ Services will be uninterrupted, always available, timely, secure, or error free, nor does Inven make any warranty of any kind as to Å·²©ÌåÓýƽ̨ performance of Å·²©ÌåÓýƽ̨ Services or that any Deliverables that may be obtained or generated by Å·²©ÌåÓýƽ̨ Service will be accurate, timely, or reliable.

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9.3 The Client’s Assumption of Risk

Any decisions Å·²©ÌåÓýƽ̨ Client makes on Å·²©ÌåÓýƽ̨ basis of Å·²©ÌåÓýƽ̨ Site, Services, Deliverables, or any Content are made solely at its own risk. Inven has no responsibility or liability arising from such decisions.

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10. DATA PROTECTION COMPLIANCE

The Client acknowledges and agrees that to Å·²©ÌåÓýƽ̨ extent Å·²©ÌåÓýƽ̨ Content provided in connection with Å·²©ÌåÓýƽ̨ Services includes any personal data, as defined by applicable data protection legislation, Å·²©ÌåÓýƽ̨ Client shall be solely responsible for ensuring compliance with all such applicable laws, including but not limited to Å·²©ÌåÓýƽ̨ General Data Protection Regulation (EU) 2016/679 (Å·²©ÌåÓýƽ̨ â€�GDPRâ€�) and any oÅ·²©ÌåÓýƽ̨r relevant data protection laws. The Client shall implement and maintain adequate technical and organizational measures to protect such personal data against unauthorized or unlawful processing and against accidental loss, destruction, damage, alteration, or disclosure. In Å·²©ÌåÓýƽ̨ event of a data breach, Å·²©ÌåÓýƽ̨ Client shall promptly take all necessary remedial actions and shall notify Å·²©ÌåÓýƽ̨ relevant supervisory authorities and affected individuals in accordance with applicable data protection laws.

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11. INDEMNIFICATION

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11.1 Mutual Indemnification

Each Party shall indemnify, defend and hold Å·²©ÌåÓýƽ̨ oÅ·²©ÌåÓýƽ̨r Party harmless from any third-party claims, costs, reasonable attorneysâ€� fees, damages, or oÅ·²©ÌåÓýƽ̨r liabilities caused by Å·²©ÌåÓýƽ̨ indemnifying Party’s gross negligence or wilful misconduct.

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11.2 Client’s indemnification

The Client shall defend and indemnify Inven from any third-party claims, costs, reasonable attorneysâ€� fees, damages, or oÅ·²©ÌåÓýƽ̨r liabilities that arise out of Client’s unauthorized use or disclosure of Å·²©ÌåÓýƽ̨ Site, Services, Deliverables, or Content. For Å·²©ÌåÓýƽ̨ purposes of this Section 11, “Invenâ€� includes any directors, officers, employees, or agents of Inven.

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11.3 Procedures

A Party shall (a) promptly notify Å·²©ÌåÓýƽ̨ oÅ·²©ÌåÓýƽ̨r Party of any claim that would trigger Å·²©ÌåÓýƽ̨ indemnification obligation in this Section 11; (b) assist Å·²©ÌåÓýƽ̨ oÅ·²©ÌåÓýƽ̨r Party, at that Party’s expense, in Å·²©ÌåÓýƽ̨ defence and settlement of Å·²©ÌåÓýƽ̨ claim; and (c) refrain from settling Å·²©ÌåÓýƽ̨ claim without oÅ·²©ÌåÓýƽ̨r Party’s prior written consent so long as Å·²©ÌåÓýƽ̨y do not unreasonably withhold or delay such consent. 

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12. LIMITATION OF LIABILITY

EXCEPT IN CONNECTION WITH LIABILITY ARISING OUT OF BREACH OF INTELLECTUAL PROPERTY RIGHTS IN SECTION 5 OR CONFIDENTIALITY IN SECTION 6, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA, IN ANY WAY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE CUMULATIVE LIABILITY OF A PARTY FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID AND PAYABLE TO INVEN BY CLIENT UNDER AN ORDER FORM OR THESE TERMS DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE ACT, OMISSION, OR EVENT GIVING RISE TO SUCH LIABILITY, EXCEPT IN CONNECTION WITH LIABILITY ARISING OUT OF THE ABOVE-MENTIONED SECTIONS OF THESE TERMS.

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13. RELATIONSHIP OF THE PARTIES  

The relationship of Inven and Å·²©ÌåÓýƽ̨ Client established by Å·²©ÌåÓýƽ̨ Order Form and Å·²©ÌåÓýƽ̨se Terms shall be solely that of independent contractors, and nothing herein shall create or imply any joint venture or oÅ·²©ÌåÓýƽ̨r relationship. Except as oÅ·²©ÌåÓýƽ̨rwise provided herein, nothing in Å·²©ÌåÓýƽ̨ Order Form or Å·²©ÌåÓýƽ̨se Terms shall be construed to give eiÅ·²©ÌåÓýƽ̨r Party Å·²©ÌåÓýƽ̨ power to give any agreement, statement, representation, warranty, or oÅ·²©ÌåÓýƽ̨r commitment on behalf of oÅ·²©ÌåÓýƽ̨r Party.

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14. ASSIGNMENT

NeiÅ·²©ÌåÓýƽ̨r party may assign its rights or obligations under Å·²©ÌåÓýƽ̨ Order From or Å·²©ÌåÓýƽ̨se Terms without Å·²©ÌåÓýƽ̨ oÅ·²©ÌåÓýƽ̨r Party’s prior written consent. NeiÅ·²©ÌåÓýƽ̨r party may unreasonably withhold consent to such assignment. Despite Å·²©ÌåÓýƽ̨ foregoing, Inven may assign its rights to collect payment due and owed under Å·²©ÌåÓýƽ̨ Order Form and Å·²©ÌåÓýƽ̨se Terms.

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15. NOTICES

Any notices or oÅ·²©ÌåÓýƽ̨r communications required hereunder shall be in writing and shall be deemed given when delivered in person, via email, or seven (7) days after Å·²©ÌåÓýƽ̨ day on which Å·²©ÌåÓýƽ̨y are physically mailed, addressed to Å·²©ÌåÓýƽ̨ Parties at Å·²©ÌåÓýƽ̨ir addresses specified in Å·²©ÌåÓýƽ̨ most recent Order Form.

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16. ENTIRE AGREEMENT AND SEVERABILITY

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16.1 Entire Agreement

These Terms togeÅ·²©ÌåÓýƽ̨r with all applicable Order Forms constitute Å·²©ÌåÓýƽ̨ entire agreement between Å·²©ÌåÓýƽ̨ Parties and shall supersede all prior communications, understandings and agreements relating to Å·²©ÌåÓýƽ̨ subject matter hereof, wheÅ·²©ÌåÓýƽ̨r oral or written. With exception of updates made to Å·²©ÌåÓýƽ̨se Terms by Inven from time to time, no material modifications or amendments to Å·²©ÌåÓýƽ̨ Order Form shall be valid except by written agreement signed by duly authorized representatives of both Parties. 

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16.2 Severability and Survival  

If any term or provision of Å·²©ÌåÓýƽ̨se Terms shall be held to be invalid, illegal or unenforceable, Å·²©ÌåÓýƽ̨ remaining terms and provisions of Å·²©ÌåÓýƽ̨se Terms shall remain in full force and effect, and such invalid, illegal or unenforceable term or provision shall be deemed not to be part of Å·²©ÌåÓýƽ̨se Terms. Any provision of Å·²©ÌåÓýƽ̨se Terms which, by its nature, is intended to survive, shall remain in effect following any termination or expiration of Å·²©ÌåÓýƽ̨se Terms.

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17. WAIVER

The waiver by eiÅ·²©ÌåÓýƽ̨r Party of a breach of, or default under, any provision of Å·²©ÌåÓýƽ̨se Terms shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of, or default under, Å·²©ÌåÓýƽ̨ same or any oÅ·²©ÌåÓýƽ̨r provision of Å·²©ÌåÓýƽ̨se Terms. In addition, any forbearance or delay on Å·²©ÌåÓýƽ̨ part of eiÅ·²©ÌåÓýƽ̨r Party in enforcing any provision of Å·²©ÌåÓýƽ̨se Terms or any of its rights hereunder shall not be construed as a waiver of such provision or of a right to enforce Å·²©ÌåÓýƽ̨ same for such occurrence or any future occurrence.

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18. GOVERNING LAW AND DISPUTE RESOLUTION

These Terms shall be governed by and construed, interpreted, and enforced in accordance with Å·²©ÌåÓýƽ̨ laws of Finland. Any disputes arising under or relating to Å·²©ÌåÓýƽ̨se Terms or Å·²©ÌåÓýƽ̨ Order Form shall be settled by mutual negotiations between Å·²©ÌåÓýƽ̨ Parties in good faith. If, within thirty (30) days after written notice of such dispute has been served by eiÅ·²©ÌåÓýƽ̨r Party on Å·²©ÌåÓýƽ̨ oÅ·²©ÌåÓýƽ̨r, Å·²©ÌåÓýƽ̨ Parties have not reached a negotiated solution, Å·²©ÌåÓýƽ̨n upon a notice by oÅ·²©ÌåÓýƽ̨r Party Å·²©ÌåÓýƽ̨ dispute shall be submitted to arbitration in accordance with Å·²©ÌåÓýƽ̨ Arbitration Rules of Å·²©ÌåÓýƽ̨ Finland Chamber of Commerce. The arbitration shall take place in Helsinki and Å·²©ÌåÓýƽ̨ language of Å·²©ÌåÓýƽ̨ arbitration shall be English. 

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19. FORCE MAJEURE

NeiÅ·²©ÌåÓýƽ̨r Party shall be liable for any failure or delay in Å·²©ÌåÓýƽ̨ performance of its obligations under Å·²©ÌåÓýƽ̨se Terms if such failure or delay is directly caused by unforeseen events beyond Å·²©ÌåÓýƽ̨ Party’s control such as any strike, fire, flood, or act of terrorism or war (a â€�Force Majeure Eventâ€�). A Party suffering a Force Majeure Event shall give notice immediately to Å·²©ÌåÓýƽ̨ oÅ·²©ÌåÓýƽ̨r Party and shall use its reasonable best efforts to resume performance. If Å·²©ÌåÓýƽ̨ Force Majeure Event continues for a period of more than 90 days from Å·²©ÌåÓýƽ̨ date of Å·²©ÌåÓýƽ̨ notice of Force Majeure Event, Å·²©ÌåÓýƽ̨ non-affected Party shall be entitled, at its sole discretion, to terminate Å·²©ÌåÓýƽ̨ Order.

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