PLM-Zone Terms of Service

Last Updated: May 1, 2021

PLM-Zone Oy (the “Service Provider”) and the end customer (the “Customer”), an independent business entity with a valid business ID in the country, state, or locality where Customer resides hereby agree that the terms and conditions set forth in this agreement (the “Terms of Service” or the “Agreement”) shall govern Customer’s rights to use and access Service Provider’s application services, web site and other online service(s) (the “Online Service”) used by the Customer or ordered by the Customer by completing an online registration form (the “Registration”) or by signing a written purchase order/purchase agreement (the “Purchase Documentation”). The Terms of Service also apply when the Customer uses and accesses the Service Provider’s website prior to become a user of the Online Service. In this case “Online Service” refer to the Customer’s use and access of the Service Provider’s web site.

BY COMPLETING THE REGISTRATION FOR THE ONLINE SERVICE, SIGNING THE PURCHASE DOCUMENTATION, PAYING ANY SUBSCRIPTION FEE, USING THE ONLINE SERVICE, AND/OR INSTALLING ANY RELATED SOFTWARE, THE CUSTOMER IRREVOCABLY AGREES TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, WHICH CONSTITUTES THE TERMS OF SERVICE BETWEEN THE CUSTOMER AND THE SERVICE PROVIDER AND GOVERNS THE CUSTOMER’S USE OF THE ONLINE SERVICE.

IF THE CUSTOMER DOES NOT AGREE THE TERMS OF SERVICE, THE CUSTOMER AGREES NOT TO USE THE ONLINE SERVICE. IN PROVIDING THE ONLINE SERVICE, THE SERVICE PROVIDER IS RELYING ON THE CUSTOMER’S AGREEMENT TO THE TERMS OF SERVICE.

THE SERVICE PROVIDER RESERVES THE RIGHT TO UPDATE OR OTHERWISE MODIFY BOTH THE ONLINE SERVICE AND THE TERMS OF SERVICE. THE CUSTOMER IS RESPONSIBLE FOR CHECKING THE TERMS OF SERVICE PERIODICALLY FOR CHANGES. THE CUSTOMER’S USE OF THE SERVICE FOLLOWING POSTED CHANGE(S) WILL BE DEEMED AN ACCEPTANCE OF SUCH CHANGE(S).

1. Online Service user accounts

The Customer is entitled to name a number of users specified in Registration and/or Purchase Documentation to use Online Service. The Customer agrees that each named user (the “Named User”) act as the Customer’s representative. The Customer agrees to submit accurate, current and complete information about the Customer and Named Users and keep such information updated.

The Service Provider requires all the Named Users of the Customer to create a user account (the "User Account") in order to use the Online Service. Each User Account may not be used by more than one Named User.

The Service Provider reserves the right to suspend or terminate the User Accounts that are reasonably suspected to be used in contradiction to the Terms of Service and/or contain information that is untrue, inaccurate, not current or incomplete.

After the Customer agrees to be legally bound by these Terms of Service and Service Provider accepts Customer’s Registration and/or Purchase Documentation, User Accounts for Named Users of Customer will be established. The Customer is solely responsible for any and all activities that occur under the User Accounts of the Named Users, whether or not such use was authorized by the Customer.

2. Online Service content

The Named Users of the Customer may upload data, information, material, and documents to be stored and associated with the User Accounts on the Online Service (the "User Content"). Subject to these Terms of Service, the User Content may be used in any manner that has been authorized by the Customer. It is the Customer’s sole responsibility to determine what additional limitations, if any, are placed on the use of the User Content. If the Customer obtains unauthorized access to materials created or used by other end-customers in conjunction with the Online Service, the Customer has no right to use such materials in any way. The Customer also acknowledges and agrees that The Service Provider has no liability of any kind should the Customer’s Named Users or any other person whom the Customer has authorized access to the User Content or any third party modify, destroy, corrupt, copy, or distribute the User Content.

The Service Provider does not own any User Content and will not monitor, edit, or disclose any information regarding the Customer, the Named Users, the User Accounts, or the User Content, without the Customer’s prior permission except in accordance with these Terms of Service. The Service Provider does not review, inspect, edit or monitor any User Content stored by the Named Users of the Customer, including, without limitation, for viruses, worms, or any other similar contaminating or destructive features. However the Service Provider reserves the right, solely upon its own discretion, to refuse, remove or disable access to the User Content stored on the Online Service that the Service Provider learns may be illegal or may violate the terms of these Terms of Service, although it has no obligation to do so.

Although the Service Provider will use all commercially reasonable efforts to restrict access to the User Content to authorized persons, the Customer acknowledges and accepts that it may be possible for an unauthorized third party to access, view, copy, modify and distribute the data and files the Customer stores to the Online Service.

The Customer is solely responsible for protecting the information on the Customer’s devices for example, by installing anti-virus software, updating applications, password protecting files, and preventing third party access to devices.

The Customer acknowledges and accepts that the Service Provider is not responsible for any damage that may incur due to the User Content corrupted from viruses, software malfunctions or other causes.

3. Use of Online Service

The Customer agrees to use the Online Service only for purposes permitted by these Terms of Service as well as any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions. The Service Provider is not responsible for any violation of applicable law, rules, or regulations committed by the Customer or a third party at the Customer’s behest. It is the Customer’s responsibility to ensure that the Customer’s use of the Online Service does not contravene applicable laws, rules, or regulations. Specifically, the Customer agrees and warrants that in using the the Online Service, the Customer’s actions does not contravene the laws, rules, or regulations of (1) the country, state, or locality where the Customer resides, or (2) the country, state, or locality where the Service Provider is located or operates. This includes complying with applicable export and import restrictions as well as other restrictions.

Customer agrees:

• not to access or attempt to access the Online Service by any means other than through the means that are provided by the Service Provider;

• not to disrupt or interfere with the Online Service;

• not to access or attempt to access any of the Online Service by way of automated means;

• not to upload, post, or otherwise transmit through the Online Service any viruses or other harmful, disruptive, or destructive files;

• not to use or attempt to use the User Accounts of other end-customers;

• not to access or attempt to access any User Content, which the Customer is not authorized to access under the terms herein;

not to disrupt or interfere with the security of, or otherwise cause harm to, the Online Service, the User Content, the User Accounts, system resources, or underlying server and network infrastructure.

4. Online Service updates

The Customer recognizes and agrees to the condition that the Online Service will be updated and modified from time to time by the Service Provider. These modifications may take the form of bug fixes, enhanced functions, new modules, changes in the user interface, conformity to new regulations, or other forms. Such updates and modifications can be made without advanced notice.

5. Technical Support

The Service Provider will provide technical support for the Customer regarding the Online Service. The Customer must request such support by contacting the Service Provider and describing the nature of issue to be resolved. The Service Provider will make reasonable efforts to respond to such requests in a timely manner. The Customer will cooperate with the Service Provider by providing information necessary to diagnose or resolve the issue. The Customer acknowledges and accepts that the Service Provider cannot guarantee that the issue will be resolved.

The Customer and the Service Provider may negotiate and sign a separate service level agreement (the “Service Level Agreement” or “SLA”) to cover specific technical support needs of the Customer.

6. Online Service fees

All rights and privileges provided herein to the Customer under this Agreement are subject to the Customer’s payment of applicable fees (the “Fee(s)”) to the Service Provider. The Fees of the Online Service shall be defined and agreed during the Registration and/or in the Purchase Documentation. The Customer shall pay the Fee(s) in advance on a monthly-basis and all Fee(s) are non-refundable. There will be no refunds or credits for partial months of the Online Service. All Fee(s) are exclusive of taxes, levies, or duties imposed by taxing authorities; The Customer is responsible for paying any such applicable tax.

In case of non-payment for any reason, the Service Provider reserves the right to immediately bar The Customer’s and the Named Users’ access to the Online Service.

7. Term and Termination

The term of the Agreement (the "Term") shall begin when the Customer starts using the Online Service and shall continue until terminated by the Customer or the Service Provider by written notice. This Agreement will terminate automatically if the Customer fails to comply with this Agreement. Upon any termination or expiration of this Agreement, the Customer must immediately cease using the Online Service.

8. Intellectual Property

Copyright, trademark and all other proprietary rights of the Online Service and the software it includes rest with the Service Provider and/or its licensors. Unless otherwise specifically provided herein or authorized by the Service Provider in writing, all rights of the Online Service not expressly granted herein are reserved. The Customer agrees not to copy, republish, frame, make available for download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works based on the Online Service.

9. Warranties and Disclaimers

The Online Service is provided "as is" and "as available”. The Service Provider hereby expressly disclaims any representations or warranties of any kind, express or implied, including without limitation warranties of merchantability, fitness for any particular purpose, non-infringement, or as to the operation of the Online Service. The Service Provider gives no warranties as to the accessibility, performance, or availability of the Online Service. The Service Provider does not warrant or make any representations as to the security of the Online Service. The Customer acknowledges that any information sent may be intercepted in transmission or otherwise. The Service Provider does not warrant that the Online Service is free from viruses or any other harmful elements.

The use of the Online Service is done at the Customer’s own discretion and risk and with the Customer’s agreement that the Customer will be solely responsible for any damage to the Customer’s device, loss of data, or other harm that results from such activities. The Service Provider assumes no liability for any computer virus or other similar software code that is downloaded to the Customer’s device from the Online Service. No advice or information whether oral or written, obtained by the Customer from the Service Provider or from the Online Service shall create any warranty not expressly stated this Agreement.

The Customer understands and agrees that the Customer uses the Online Service at the Customer’s own risk. In no event shall the Service Provider be liable for any direct, indirect, consequential, punitive, special or incidental damages (including, without limitation, damages for loss of business, contract, revenue, data, information or business interruption), under any theory of liability, resulting from, arising out of or in connection with the use of, or inability to use the Online Service, the statements or actions of any third party on the Online Service, any unauthorized access to or alteration of the Customer’s transmission of data, any information that is sent or received, or not sent or received, any failure to store data, any loss of data, loss or damage to files, loss or damage to the content, any services available through the Online Service that are delayed or interrupted, even if the Service Provider has been advised of the possibility of such damages. Any action brought against the Service Provider pertaining to or in connection with the Online Service must be commenced and notified to the Service Provider in writing within one (1) year after the date the cause for action arose.

10. Customer’s Warranties

The Customer hereby warrants that: (i) all information provided by the Customer to the Service Provider in connection with the Online Service is true, accurate, correct, and up to date; (ii) the Customer has full power and authority to enter into the Agreement; (iii) the Customer is of legal age to form a binding contract with the Service Provider; (iv) the Customer will seek all necessary governmental approvals required to effectuate the Agreement; (v) the Customer shall perform all of the Customer’s obligations under this Agreement in accordance with applicable laws; and (vi) the Customer’s editorial, text, graphic, audiovisual, and other content do not (1) infringe any intellectual property rights of any third party, (2) constitute defamation, libel or obscenity, (3) result in any consumer fraud, product liability, breach of contract to which the Customer is a party or cause injury to any third party, (4) promote violence or contain hate speech, (5) violate any applicable law, statute, ordinance, or regulations, or (6) contain adult content or promote illegal activities.

11. Indemnification

The Customer hereby agrees to indemnify and hold harmless the Service Provider, its affiliates, officers, directors, agents, and employees, from any expense, loss, claim, damage, fine, penalty or liability, including reasonable fees for attorneys and other professionals, payable under any judgment, verdict, court order or settlement, to the extent resulting from any claim, demand, action, suit, arbitration, or other proceeding initiated by any third party, including the assessment, claim or demand by a governmental agency or entity, arising out of the Customer’s unauthorized use of the Online Service and/or breach of these Terms of Service.

12. Privacy

The Service Provider respects the Customer’s privacy and the use and protection of the personal information of the Named Users. The Online Service includes the current PLM-Zone Privacy Policy, a privacy policy statement (the “Privacy Policy”) that consists of important information and disclosures relating to the collection and use of personal information in connection with the use of the Online Service. The Customer acknowledges and accepts the Privacy Policy by using the Online Service. The Customer agrees to instruct all the Named Users to read, understand, and agree with the Privacy Policy. The Named Users acknowledge and accept the Privacy Policy by using the Online Service.

13. Assignment

The Service Provider may assign or delegate these Terms of Service, in whole or in part, to any business entity at any time with or without the Customer’s consent. The Customer, however, may not assign or delegate any rights or obligations under these Terms of Service without the Service Provider’s prior written consent, and any unauthorized assignment and delegation by the Customer is void and ineffective.

14. Force Majeure

The Service Provider will not be liable for any nonperformance, delay, error, data loss or other loss caused by any events or conditions that are beyond the reasonable control of the Service Provider, including but without limitation to war (whether declared or not), acts of government or European Union, export or import prohibitions, breakdown or general unavailability of transport, general shortages of energy, fire, explosions, accidents, epidemics, strikes or other concerted actions of workmen, lockouts, sabotage, civil commotion and riots.

15. Severability

These Terms of Service will be enforced to the fullest extent permitted by applicable law. If for any reason any provision of these Terms of Service is held to be invalid or unenforceable under applicable law to any extent, then (a) such provision will be interpreted, construed or reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision and (b) such invalidity or unenforceability will not affect any other provision of this Agreement.

16. Applicable Law

These Terms of Service shall be governed by and construed in accordance with the laws of Finland without regard to its conflict of laws rules. Customer agrees to the exclusive jurisdiction of the courts of Finland for any claim or cause of action arising out of, or relating to, or in connection with these Terms of Service or the Online Service, provided that such exclusivity does not apply to legal actions initiated or brought by the Service Provider.

The Service Provider does not bear any responsibility nor assumes any risks if by any reason the Online Service breaches national law of any country. Those who access the Online Service do so on their own initiative and are responsible for compliance with their national laws.

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