Please read these terms and conditions carefully before using Our Services.
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in the singular or in the plural.
For the purposes of these Terms and Conditions:
These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.
Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users, and others who access or use the Service.
By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.
You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.
When you sign up for an Arvoan account, purchase subscriptions, or accept an invitation to use the Service in conjunction with an individual or team who already has an Arvoan account, You are agreeing to these Terms and Conditions in full on behalf of the organization you represent.
Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use, and disclosure of Your personal information when You use the Service or the Website and tells You about your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.
These Terms, including all attachments, addendums, exhibits, and any order form(s) hereto, are intended by the Parties as a final expression of their agreement and intended to be a complete and exclusive statement of the Agreement and understanding of the parties hereto in respect of the subject matter contained herein.
No terms or conditions stated in any Customer purchase order or similar documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be considered null and void. This Agreement supersedes all prior agreements and understandings between the parties concerning the subject matter hereof, whether written or oral. To the extent of any conflict or inconsistency between the provisions of these Terms and any order form, these Terms shall prevail.
To access the Service you must sign up for an Arvoan account by providing your full legal name, a valid email, and any other information required to complete the registration process.
You are responsible for ensuring that each of your End Users abides by these Terms at all times in connection with their use of the Service.
You and your End Users are responsible for all login credentials, including user names and passwords. Arvoan shall not be liable for any damages or losses that may occur as a result of your failure, or the failure of your End Users, to maintain the confidentiality of their login credentials.
Access to the Service can be given with an invitation by the Customer. You are responsible for ensuring that access to the Service is given only to individuals and legal entities that are entitled to access Your data and Customer Content. Arvoan shall not be liable for any damages or losses that may occur as a result of You, your personnel, or End Users giving access to the Service to any individual or legal entity.
All End Users must comply with the following rules regarding the acceptable use of the Service. End Users may not:
The service is provided on a subscription basis with fees calculated based on the Billing Criteria as detailed on the Website of the Service. Service fees are paid in advance using any acceptable payment mechanism detailed on the Website. A substitute payment mechanism can be used, if explicitly such has been agreed to by the Parties.
Fees are billed in advance and are non-refundable. The Billing Criteria cannot be decreased during the applicable subscription term. The Billing Criteria can be increased during the then-current monthly or annual subscription terms if agreed to by the Parties. No credits or refunds will be issued for usage that is less than the Billing Criteria. The subscription term for Your End Users begins on the date on which You sign up and pay for the Service (the “Subscription Start Date”), regardless of the date on which You provision Your individual End User Accounts.
Arvoan reserves the right to revise fees and Billing Criteria associated with the Service at any time upon not less than twenty (20) days prior notice to the Customer. Revised fees are to be applied to Customer upon Customer’s next monthly or annual subscription term.
Fees are based on annual or monthly periods that begin on Your Subscription Start Date and end on the annual or monthly anniversary thereof, depending on whether You choose an annual or monthly subscription.
The applicable term of payment is net fifteen (15) calendar days from the date of an invoice. Applicable penalty interest shall be in accordance with the Interest Act (633/1982). The Customer shall dispute all or part of any invoice within eight (8) calendar days from the date of the invoice at the latest. The Customer shall, however, pay the undisputed part of the invoice on the due date of the invoice at the latest. A separate fee shall be charged for any reminder.
VAT in effect at the time of an invoice shall be added to all of the notified prices.
For credit card payments, there is a credit card payment service offered through the Website which is operated and provided by an independent third-party payment service provider. The Company shall not be responsible for or have any liability concerning the said payment service. The Company does not process any credit card information of the Customer under or in connection with this Agreement.
If You fail to make payments (not disputed in good faith) when due under these Terms, and after continued non-payment for a period of fifteen (15) days after We provide You with written notice and an opportunity to cure, we may suspend the provision of the Service until payment is received. We are entitled to withhold the performance and suspend the provision of the Service until all disputed amounts due are paid in full.
Arvoan reserves the right to offer free trials of the Service to new Customers. Notwithstanding anything to the contrary herein, Arvoan shall have the right to terminate a Customer free trial at any time and for any reason. No organization or individual is entitled to receive more than one (1) free trial of the Service.
Arvoan reserves the right to provide special offers on the use of the Service for marketing and promotion purposes and give additional, exclusive discounts for Customers taking part in such special offers. Arvoan reserves the right to offer the Service using a Service fee and Billing Criteria that may differ from the ones described on the Website. Giving a special offer or discount to a Customer does not obligate Arvoan to revise the Service fees of any other Customer.
End Users may create, upload, send, submit, receive, store, and process content associated with the use of the Service (“Customer Content”). As between the Company and Customer, Customer retains all ownership and intellectual property rights in and to that Customer Content, and Arvoan shall not be responsible for the Customer Content or the way Customer or its End Users choose to use the Service to store or process any Customer Content.
Subject to these terms, You (on behalf of yourself and your End Users) hereby grant Arvoan a worldwide, limited, non-exclusive, and non-transferable license to access, use, copy, reproduce, process, adapt, distribute, publish, transmit, export, and display Customer Content as reasonably necessary 1) to provide, maintain, and update the Service; 2) to prevent or address service, security, support, and technical issues; 3) as required by law, and 4) as explicitly permitted by Customer in writing.
Arvoan is entitled to change the Service as it sees fit. The changes made to the Service shall not materially change the Service. The changes to the Service may involve the software, data connections, or other similar products or components used in the production of the Service. Arvoan will endeavor to inform the Customer of any material changes in advance, at least 30 calendar days prior to the change becoming effective. The responsibility to inform does not concern urgent changes (e.g. data security updates or other measures estimated as sudden needs of change by the Service Provider). If the Service changes materially from what has been agreed under this Agreement, the Customer shall have a right to terminate this Agreement on giving 30 calendar days written notice.
As between the Company and Customer, Arvoan owns all intellectual property rights in and to the Service, excluding only the Customer Content, and all trademarks, logos, and service marks utilized by the Company related to the delivery of the Service. Arvoan grants You a non-sublicensable, non-exclusive, non-transferable, limited license to use the object code version of the Service solely as necessary to use the Service in accordance with these Terms. All rights not explicitly granted by the Terms are hereby retained by Arvoan and You may not copy, modify, adapt, reproduce, distribute, reverse engineer, decompile, or disassemble any aspect of the service.
If Customer or any of its End Users, employees, or contractors sends or transmits any communications or materials to Arvoan by mail, email, telephone, video call, or otherwise, suggesting or recommending changes to the Service or related intellectual property, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Arvoan is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. Customer hereby assigns to Arvoan on Customer's behalf, and on behalf of End Users, Customer’s employees, contractors, and/or agents, all rights, titles, and interests in, and Arvoan is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Arvoan is not required to use any Feedback. Arvoan’s right to use Customer Feedback is unlimited, perpetual, irrevocable, sub-licensable, transferable, and royalty-free.
The Company shall be entitled to interrupt supplying the Service to the Customer completely or partly due to the following reasons:
a) Interrupting the Service is necessary for repairing or maintaining the Service or its part or other similar measures. Where reasonably possible, the Company shall notify the Customer of such interruption in advance;
b) The Customer has not paid its undisputed payments based on the Agreement despite being sent a reminder;
c) The Customer’s action or any matter for which it is responsible has caused or causes problems, threats, or damage to the Service or the other users of the Service;
d) There is a reason to suspect that the Customer’s user names or passwords are unlawfully in a third party’s possession and the Service is accessed via such user names or passwords;
e) According to the Company’s reasonable understanding the Service has been used or is used for operations violating law or authoritative regulations;
f) The Customer has entered into liquidation or been declared bankrupt or the Customer has been found insolvent in some other way; or
g) The Customer is in material breach of its obligations under this Agreement and has not corrected such breach of contract within thirty (30) calendar days from the Company’s written notice specifying the breach.
The Company shall notify the Customer in writing of the interruption of the Service without undue delay. If reasonably possible, the Company shall send the notice in advance. Any interruption to the use of the Service shall not suspend the Customer’s obligation to pay the applicable service charges.
Each Party shall be released from its contractual obligation and its obligation to pay damages if its compliance with a contractual obligation is prevented or delayed by a cause beyond its reasonable control (“Force Majeure”) including, but not limited to, unreasonable hardships in fulfilling a Party’s contractual obligations, national state of emergency, labor dispute, fire, thunder, storm, natural disaster, authoritative rule, damage in cabling caused by a third party, flood and water damage, overvoltage in the power-distribution network, a flaw or a disturbance in general data connection, disruption in the supply of energy or another substantial raw material or another unusual cause with similar effects not depending on the affected Party. An event of Force Majeure encountered by a Party’s subcontractor will also be regarded as a basis for release if the subcontracting cannot be acquired from elsewhere without unreasonable costs or a substantial loss of time.
This Agreement shall be governed by and construed in accordance with the laws of Finland.
Any dispute arising out of or relating to this Agreement shall be primarily settled by private negotiations between the Parties. If the negotiations do not result in an agreement, the dispute shall be finally settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce of Finland. The number of arbitrators shall be one. The arbitrator shall be nominated by the Arbitration Institute of the Finland Chamber of Commerce. The location of the arbitration shall be Helsinki, Finland, and the language shall be English. Notwithstanding the above, the Company shall always be entitled to bring matters pertaining to undisputed invoice claims to a district court.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), ATTORNEYS FEES AND COSTS, OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE EXCEED THE AMOUNT OF SIX (6) MONTHS SERVICE FEES PAID BY CUSTOMER FOR THE SERVICE WHICH GAVE RISE TO SUCH DAMAGES. IN CASE THE SERVICE HAS BEEN IN USE FOR A PERIOD UNDER SIX (6) MONTHS BY THE CUSTOMER, THE DAMAGES SHALL BE LIMITED TO THE AMOUNT PAID IN THE MONTHS FOR WHICH THE AGREEMENT HAS BEEN EFFECTIVE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, ATTORNEY'S FEES AND COSTS, BUSINESS INTERRUPTION OR LOSS OF PROFITS OR DATA, BUSINESS OPPORTUNITIES, OR GOOD-WILL.
IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DAMAGES IN THIRD-PARTY PRODUCTS OR SERVICES INTEGRATED INTO THE SERVICE OR FOR ANY DAMAGES RESULTING FROM THE SERVICE DUE TO REASONS ATTRIBUTABLE TO SUCH THIRD-PARTY PRODUCTS, INTEGRATIONS, OR SERVICES. THE COMPANY HEREBY ALSO DISCLAIMS ANY AND ALL LIABILITY FOR ANY DAMAGES RESULTING FROM THE SERVICE IN CASE THESE DAMAGES ARE ATTRIBUTABLE TO MODIFICATIONS MADE TO THE INTEGRATIONS OF THE SERVICE BY THE CUSTOMER.
THE FOREGOING LIMITATIONS APPLY EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of a course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems, or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the Company's providers make any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.
If You are a European Union consumer, you will benefit from any mandatory provisions of the law of the country in which you are resident in.
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require the performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.
We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the Website and the Service.
If you have any questions about these Terms and Conditions, You can contact Us by email: support@arvoan.com