Effective Date: 23.09.2024
This Terms of Service Agreement (the "Agreement") is entered into between NordXM Oy, a company registered in Finland with its principal place of business at Espoo, Finland ("Company" or "we"), and the entity or individual agreeing to these terms ("Customer" or "you"). This Agreement governs the use of NordXM's software-as-a-service platform ("Service").
By accessing or using the Service, you agree to be bound by the terms of this Agreement. If you do not agree to these terms, you may not access or use the Service.
1. Definitions
1.1 "Service" means the software-as-a-service platform provided by the Company, including updates, enhancements, and modifications.
1.2 "Customer" refers to the entity or individual who has subscribed to or accessed the Service.
1.3 "User" refers to any individual authorized by the Customer to use the Service.
1.4 "Content" refers to any data, information, or materials uploaded, submitted, or transmitted by the Customer or Users through the Service.
1.5 "Confidential Information" means any non-public, proprietary information disclosed by one party to the other, including, but not limited to, technical data, business information, and know-how.
2. Access to Service
2.1 License Grant: Subject to the terms of this Agreement, the Company grants the Customer a non-exclusive, non-transferable, revocable license to access and use the Service for its internal business purposes during the term of this Agreement.
2.2 Account Registration: The Customer must provide accurate information during registration and keep its account details up to date. The Customer is responsible for maintaining the confidentiality of its login credentials and is fully responsible for all activities under its account.
2.3 Restrictions: The Customer agrees not to:
- Use the Service for any unlawful purpose;
- Attempt to reverse engineer, decompile, or access the source code of the Service;
- Interfere with or disrupt the Service's integrity or performance;
- Misuse the Service to infringe on the rights of others or violate any laws.
3. Payment and Refund Policy
3.1 Fees: The Customer agrees to pay all fees in accordance with the pricing plan selected at the time of subscription. Fees are due in advance for the entire subscription period.
3.2 Recurring Billing: By subscribing to the Service, the Customer agrees to automatic recurring billing. The subscription will automatically renew at the end of the current billing period unless canceled by the Customer.
3.3 No Refund Policy: All fees paid are final and non-refundable. The Customer acknowledges that no refunds will be issued for unused services, partial periods, or early termination.
3.4 Late Payments: If payment is not received by the due date, the Company reserves the right to suspend or terminate access to the Service. Interest on late payments may be charged at 12% per year, or the highest rate permitted by law, whichever is lower.
3.5 Taxes: Fees do not include any taxes (including VAT). The Customer is responsible for paying any applicable taxes unless otherwise agreed in writing.
4. Automatic Renewal and Cancellation
4.1 Automatic Renewal: The subscription will automatically renew for successive periods unless the Customer cancels the subscription before the renewal date. Charges for the renewal will be made at the rate applicable at the time of renewal.
4.2 Cancellation: The Customer may cancel its subscription at any time through the account settings. Upon cancellation, the Customer will continue to have access to the Service until the end of the current billing period, after which access will be terminated. No refunds will be provided.
5. Intellectual Property Rights
5.1 Ownership: The Company retains all rights, title, and interest in and to the Service, including all intellectual property rights. No rights or licenses are granted to the Customer except as expressly provided in this Agreement.
5.2 Customer Data: The Customer retains all rights to its data and content uploaded to the Service. The Customer grants NordXM a limited, royalty-free, worldwide license to process, store, and transmit such data solely for the purpose of providing the Service.
5.3 Feedback: Any suggestions, comments, or feedback provided by the Customer regarding the Service may be used by the Company without obligation or compensation to the Customer.
6. Data Privacy and Security
6.1 Data Processing: The Company will process personal data in accordance with applicable data protection laws, including the GDPR. The handling of personal data is governed by the Company’s Privacy Policy.
6.2 Customer Responsibility: The Customer is responsible for ensuring that its use of the Service complies with all applicable data protection laws and regulations.
6.3 Data Security: The Company implements commercially reasonable technical and organizational measures to protect the confidentiality and security of Customer data, as described in the Privacy Policy.
6.4 Data Retention and Deletion: Upon termination or expiration of the Agreement, the Company will retain Customer data for a period of 90 days. After this period, the data will either be permanently deleted or stored in a manner that anonymizes and generalizes the information, ensuring it cannot be traced back to the Customer. The Customer is responsible for backing up its data prior to the end of the retention period.
7. Service Availability and Support
7.1 Uptime Commitment: The Company will use commercially reasonable efforts to correct any material error or deficiency in the Service. However, the Company does not guarantee uninterrupted or error-free operation of the Service. Scheduled maintenance may result in temporary unavailability.
7.2 Support: The Company offers support during business hours via [support contact method]. Response times may vary depending on the nature of the issue.
7.3 Service Credits: In the event of extended downtime, the Customer’s sole remedy is a service credit. The amount and availability of such credits will be at the Company’s discretion and will constitute the Customer's exclusive remedy for service unavailability.
8. Third-Party Services and Integrations
8.1 Third-Party Integrations: The Service may integrate with third-party applications or APIs. The Company makes no representations or warranties regarding the performance or availability of third-party services. The Customer's use of these services is governed by the respective third-party terms.
8.2 Disclaimer: The Company shall not be liable for any issues arising from third-party services, including downtime, errors, or data loss.
9. Confidentiality
9.1 Obligation of Confidentiality: Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the term of this Agreement.
9.2 Exceptions: Confidential information does not include information that:
- Was publicly known at the time of disclosure;
- Becomes publicly known through no fault of the receiving party;
- Is independently developed by the receiving party;
- Is rightfully obtained from a third party without breach of confidentiality.
10. Limitation of Liability
10.1 Limitation: To the maximum extent permitted by law, the Company’s total aggregate liability under this Agreement shall not exceed the lesser of (i) €1,000 or (ii) the total fees paid by the Customer for the Service in the twelve (12) months preceding the event giving rise to the claim.
10.2 Exclusion of Consequential Damages: The Company shall not be liable for any indirect, incidental, special, or consequential damages, including, but not limited to, loss of profits, business interruption, or data loss, whether in contract, tort, or otherwise, even if advised of the possibility of such damages.
11. Term and Termination
11.1 Term: This Agreement shall commence upon the Customer’s first use of the Service and shall remain in effect until terminated by either party.
11.2 Termination for Cause: Either party may terminate this Agreement if the other party breaches any material term and fails to cure such breach within thirty (30) days after receiving written notice.
11.3 Termination for Convenience: The Customer may terminate this Agreement at any time by canceling their subscription. No refunds will be issued upon termination.
11.4 Effect of Termination: Upon termination, the Customer’s right to use the Service will immediately cease. Any Customer data stored in the Service will be handled according to the Data Retention and Deletion policy.
12. Force Majeure
Neither party shall be liable for any failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including, but not limited to, acts of God, war, natural disasters, strikes, internet outages, or government actions.
13. Governing Law and Dispute Resolution
13.1 Governing Law: This Agreement is governed by the laws of Finland, without regard to its conflict of law principles.
13.2 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 Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Helsinki, Finland.
14. Modifications to the Agreement
The Company reserves the right to modify this Agreement at any time. Any material changes will be communicated to the Customer via email or within the Service. The Customer’s continued use of the Service after such modifications will constitute acceptance of the revised terms.
15. End of Agreement
If you have any questions or concerns regarding this Agreement, please contact us at info[at]nordxm.com