Volument Terms of Service
Effective Date: March 22, 2023
These Terms and Conditions are between VOLUMENT OY located at Kolmas linja 21 D 65, 00530 Helsinki, Finland (“Volument” or “Licensor” or “We,” “Us,” “Our”) and USER (“User” or “You,” Your,” “Yours”).
For purposes of these Terms and Conditions, User and Licensor each will be referred to individually as a “Party“ and together as “the Parties.“
The latest version of these Terms and Conditions, as available at https://www.volument.com/legal/terms or at such other URL that Volument may provide from time to time (“T&C”), govern User’s use of the Service and incorporate
The latest pricing and subscriptions terms published to the Volument website at https://www.volument.com/pricing or at such other URL that Volument may provide from time to time (“Pricing Page”),
Volument’s latest Data Processing Addendum available at https://www.volument.com/legal/dpa or at such other URL that Volument may provide from time to time (“DPA”), and
Together, the “Agreement.”.
For valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
a. “Agreement” shall mean the T&C ; Pricing Page; DPA, and Policy Documents;
b. “Account” shall mean the account for the Service;
c. “Application” shall mean the Licensor-developed application used to access the Service;
d. “Applicable Data Protection Law” means all laws and regulations applicable to and binding on the processing of User Data by a party, including, as applicable, the GDPR;
e. “Authorized Users” shall mean User’s employees and independent contractors working for User in the ordinary course of User’s business who: (i) agree to be bound by the terms of this Agreement; and (ii) are specifically authorized by User to access the Service;
f. “Data Processing Addendum” or “DPA” shall mean Licensor’s latest Data Processing terms, set out at http://www.volument.com/legal/dpa or such other URL that Licensor may provide from time to time that governs the sharing of personal data between Licensor and User in accordance with any and all applicable data protection laws;
g. “Data Subject” shall mean an identifiable natural person, one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;
h. “Display Devices” shall mean any display device used to access and display the Service;
i. “Captions” shall mean the summaries and explanations that guide a reader of these T&C through the document but have no legal significance or effect and, as with the other headings and organizational features of this document have no bearing on the interpretation of these T&C;
j. “Personal Data” shall mean any information relating to a Data Subject;
k. “Pricing Page” shall mean the latest pricing and subscriptions terms published to the Volument website at https://www.volument.com/pricing or at such other URL that Volument may provide from time to time
l. “Sensitive Personal Data” shall mean Personal Data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, and the processing of genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health or data concerning a natural person’s sex life or sexual orientation;
m. “Service” shall mean Licensor’s applications based on User’s product usage;
n. “Start Date” shall mean the first day that the User accesses the Services.
o. “Social Authentication” shall mean signing into the Application using a pre-existing Third-Party account offered by Licensor to access the Application or Service, including but not limited to GitHub.
p. “Fees” shall mean the fees payable pursuant to Section 4 hereof;
q. “T&C” the latest version of these Terms and Conditions, as available at https://www.volument.com/legal/terms or at such other URL that Volument may provide from time to time.
r. “Third-Party” shall mean any natural or legal person, public authority, agency or any other body other than the User and the persons working under the direct authority of the User;
s. “User” shall mean an entity registered to access and use the Services and Application, extending to any authorized or unauthorized users who access or use the User’s Account.
t. “User Data” means the “personal data” (as defined in Applicable Data Protection Law) that is uploaded to, collected by, or processed or stored using the Services under User Accounts.
u. “Volument Website” shall mean Licensor’s website at https://www.volument.com or such other website as Licensor may maintain from time to time.
v. “Volument Network” means the servers, networking equipment, and host software systems (for example, virtual firewalls) that are within Volument’s control and are used to provide the Services.
Captions like these or other explanatory texts such as headings don’t have legal effect and cannot be used to interpret this Agreement. They help guide You through the Agreement. They are not meant to be comprehensive. Therefore, please be sure to read this Agreement in its entirety, including all its incorporated parts, before using Our Application or Service.
This section is about how to read these T&C.
a. Any Caption, clause, schedule or other headings in this Agreement is included for convenience only and shall have no effect on the interpretation of the Agreement;
b. A reference to a ‘Party’ includes that Party’s personal representatives, successors and permitted assigns;
c. Any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
d. A reference to ‘writing’ or ‘written’ includes any method of reproducing words in a legible and non-transitory form (including email);
e. A reference to legislation is a reference to that legislation as amended, extended, re-enacted or consolidated from time to time; a reference to legislation is a reference to such legislation as amended or re-enacted includes all subordinate legislation made from time to time under that legislation as amended or re-enacted.
3. General conditions.
Volument provides Services to You on an “as-is’‘ basis; this means “take it or leave it.”
a. Licensor disclaims any and all warranties, representations and conditions, whether express, implied or statutory regarding the services to the full extent permitted by law. Without limiting the generality of the foregoing, the services are provided “as-is” and without warranties of any kind, including, without limitation, any warranties of performance or implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Further, Licensor does not make, and has not made, any representation or warranty that the Services are accurate, complete, reliable, current, error-free, or virus-free or that the operation of the Services will be uninterrupted. Some jurisdictions do not allow exclusion of an implied warranty; this clause will operate to the fullest extent permitted by the law;
You are responsible for how You use Your Account and for anyone else using Your Account, except us.
b. User is solely responsible for any and all activities that occur under User’s Account. Any and all activity associated with the Account, including the activity of Authorized Users or any unauthorized use will be attributed to User for the purposes of this Agreement, not including any Licensor access or activity. User is solely responsible for the compliance of any and all activity associated with its Account with the Agreement. User is solely responsible for keeping its Account secure and for preventing unauthorized use of its Account. User is solely responsible for ensuring that anyone who accesses the Account has read and understood this Agreement;
You are responsible for everything You tell us. Amongst other things, be honest, clear, accurate, and appropriate in everything You tell us, including about who is using Your Account and any risks associated with Your Account.
c. User will have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Data. User will use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Licensor promptly of any such unauthorized access or use. User will use commercially and technically reasonable means to ensure that neither User nor Authorized Users Services provide, share, forward, link, collect, process Sensitive Personal Data of any kind while using the software in any manner;
This Agreement is a living document, it changes as its parts change. Whenever You use Our Service or Application, You are agreeing to the latest version of this Agreement, which includes the latest versions of the T&C ; the Pricing Page; the DPA, and the Policy Documents.
d. When User uses the Service or Application, now or in the future, User agrees to the latest version of the Agreement, including the latest version of each incorporated document as they apply to any existing and future products and all features added to the Service over time. If User or any of its Authorized Users or any third-parties do not agree to the latest version of the Agreement, they should not use this service;
You should always follow the law–and help us follow the law.
e. User shall comply with all applicable local, state, federal, and foreign laws in using the Service. Licensor shall provide User with access to the Service in accordance with the terms and conditions of this Agreement executed by the Parties on the Effective Date. If any modification to the Service is required by law or by governmental regulation, Licensor will use commercially reasonable efforts to comply with such law or governmental regulation. If Licensor is unable to comply within ninety (90) days and at that time the Service remains in violation of such law or regulation, then User may immediately terminate this Agreement for cause by providing written notice to Licensor.
We don’t lose any of Our rights to take action under this Agreement just because we choose not to act.
f. Licensor does not waive any rights or provisions in choosing not to exercise or enforce any right or provision of the Agreement. Further, any delay in exercising its rights under this Agreement will not constitute a waiver for any reason or for any purposes unless expressly agreed otherwise in writing;
If You violate this Agreement, we can terminate Your Account and deny You Service and access to the Service and Application.
g. Violation of any of the terms of the Agreement may result in the termination of the Account and immediate denial of access to the Service or the Application.
You pay Our Payment Processor based on how You use Our Service, according to the latest terms on Our Pricing Page, which may change from time to time. You pay in Euro and any payment You make is non-refundable. You can upgrade or downgrade Your services at any time–but at Your own risk. If You don’t pay us or You are late to pay us for two calendar months, we will freeze Your account. If Your account has been frozen for 90 days, we will cancel it and queue it for deletion.
a. In exchange for the Service, in accordance with any other commercial terms contained in the Agreement, User shall pay Fees as required by the Pricing Page and as amended by any terms and conditions in subsequent written notifications from Licensor about the Fees, T&C, Plan Levels, or this Agreement.
b. Unless otherwise stated, all fees are quoted in Euro. Fees paid are non-refundable.
c. Licensor may change its fees and payment policies for the Service from time to time. New Payment Policies will be noticed on the Pricing Page. The changes to the fees or payment policies are effective upon User’s continued use of the Service. User is solely responsible for consulting the Pricing Page for any changes in pricing or terms and conditions.
d. Upgrades and Downgrades. User can upgrade or downgrade their plan level at any time. Changing plan levels may cause the loss of features or capacity of an Account. It may also cause the loss of Fees or the accrual of additional fees, based on the terms and conditions set out in the Pricing Page. Licensor does not accept any liability for any such losses or changes that result from User’s upgrading or downgrading its account.
e. Failure to Pay. If User does not pay or is late in payment by two calendar months, User’s account (including access for all authorized users) will be frozen and will become inaccessible payment of all amounts then or thereafter due and payable are paid through the Payment Processor. If a User account has been frozen for 90 days, it will be automatically canceled and queued for deletion.
f. Payment Processor. Payment is processed by the Licensor's Payment Processor. Licensor’s Payment Processor supplies the Service to User and is solely responsible for facilitating product fulfillment by Licensor to User; providing order support and for all aspects of Sales Tax as between Licensor and User. User has visited the Pricing Page and located information about Licensor’s current Payment Processor, including by carefully reading and understanding said Payment Processor’s terms of service. Licensor is not liable for any failures on the part of its Payment Processor to the fullest extent permitted by applicable law.
If You do not cancel Your account, it will renew automatically for the same period of time, on the same or similar terms.
If not sooner terminated, this Agreement shall renew at the end of the Initial Term for subsequent like or periods of time and for like or similar until terminated by either party.
You access Our Application and Service by providing us with registration information. You can also access Our Application and Service by authenticating Your identity through a social media platform, such as GitHub. You accept delivery of Our Service on the first day You access Our Application or Service. You accept any updates, bug fixes, or upgrades on the day they are delivered. You are responsible for protecting Your passwords and for ensuring that all your Authorized Users protect their accounts and passwords. You are responsible for making sure that You access Our Application and Services safely and securely–and that You take reasonable steps to ensure that You do not expose us or Our Service or Application to security risks. If something goes wrong or looks like it might go wrong, You should let us know. You give us permission to access Your Account, including Your Authorized User logins, including to investigate or fix anything that doesn’t look right.
a. User Account, Password, and Security. To register for the Service, User must complete the registration process by providing Licensor with current, complete and accurate information as prompted by the registration form, including but not limited to User e-mail address (username), password, and valid and up to date financial information.
b. Social Authentication. Licensor provides certain facilities that allow for Social Authentication. User and its Authorized Users may use Social Authentication to access the Services but they do so solely at their own risk. Users and Authorized Users who use Social Authentication to access the Service remain, at all times, solely responsible for ensuring that their accounts and devices are reasonably configured to avoid security breaches, that they use best practices to ensure the security of their Account, and that they use Social Authentication in compliance with this Agreement.
c. Delivery and Acceptance. The Service will be deemed accepted upon the Start Date. Any updates, bug fixes, or upgrades (Corrections) to the Service will be deemed accepted by User on the day such Corrections are delivered.
d. Password Protection. User will protect their passwords and take full responsibility for any use of the User's Account, including but not limited to any and all use by Authorized Users.
e. User Infrastructure. At all times, User shall acquire, install, operate and maintain at User’s expense all communications lines, equipment, software, services, and related technology necessary to receive the Service and to use the Service securely, employing sufficient and reasonable measures to prevent unauthorized access to the Service.
f. Account Activity. Given that User is solely responsible for any and all activities that occur under User’s Account, User will notify Licensor immediately upon learning of any unauthorized or risky use of or access to User’s Account or any other related issues, including but not limited security breaches.
g.Licensor Access to Accounts. Licensor or its assignees may, from time to time, log in to the Service using User’s or Authorized Users’ login credentials, including password, in order to maintain or improve service, including to provide User assistance with technical or billing issues.
7. Authorized Users.
You can authorize specific people who work for You, either as employees or independent contractors, to use Your Account, including by issuing them log-in access. However, any Authorized User has to be bound by this Agreement and has to be specifically authorized by You to access the Service.
a. Users may, at their discretion and at their sole risk authorize its employees and independent contractors working for User in the ordinary course of User’s business to Access the Service, so long as any such individuals (i) agree to be bound by the terms of this Agreement; and (ii) are specifically authorized by User to access the Service.
You are solely and strictly responsible for Your Authorized Users’ use of Our Application and Service.
b. User is solely responsible for ensuring that any and all Authorized Users comply with this Agreement and uphold User’s obligations hereunder and for ensuring that no unauthorized users access the Service or Application.
8. License to Receive the Service.
We are giving you the right to use Our Application and Service. You can’t give this right away. You can’t let unauthorized users access Our Application or Service. You cannot sell or otherwise transfer Our Application or Service. You have to use Our Application and Service as they are provided to you. You can’t, for example, edit, change, or modify them.
a. Grant. Licensor hereby grants the User a limited, nonexclusive and non-transferable license, without right of sublicense, during the Term, to access the Service via the Volument Platform and to permit Authorized Users to use the Service, subject to the terms and conditions of this Agreement.
b. Scope. The license granted to User hereunder is limited to Authorized Users. User shall have no right pursuant to this Agreement to distribute the Service in whole or in part over the internet, or via email or instant messaging via an intranet, personal digital assistant, wireless application protocol, short message service or radio system. Nothing in this Agreement shall obligate Licensor to continue providing access to any Service beyond the date when Licensor ceases providing such Service to Users generally.
c. Restrictions on Use. User shall not edit, alter, abridge or otherwise change in any manner the content of the Service, including, without limitation, all copyright and proprietary rights notices. User may not, and may not permit others to:
(i) reverse engineer, decompile, decode, decrypt, disassemble, or in any way derive source code from, the software or Service;
(ii) modify, translate, adapt, alter, or create derivative works from the Service;
(iii) copy (other than one back-up copy), distribute, publicly display, transmit, sell, rent, lease, or otherwise exploit the Service; or
(iv) distribute, sublicense, rent, lease, loan, or grant any third party access to or use of the Service.
d. Rights Reserved. All rights in the Service not expressly granted herein are reserved to the Licensor.
9. Suspension, Termination, Cancellation, and Deletion.
In the best interests of protecting Your online safety, offering a reliable, well-functioning Service and ensuring a respectful environment, We reserve the right to suspend or terminate Your Account at any time, for any reason; we reserve the right to refuse Service to anyone, for any reason. Please ensure that Your conduct remains courteous at all times while accessing the Application or Service.
a. Suspension or Termination. Licensor reserves the right to suspend or terminate User’s Account or the activity of any Authorized User and refuse any and all current or future use of the service for any reason at any time, in whole or in part. Such termination of the service will result in the deactivation or deletion of Your account or Your access to Your account and site stats. Licensor reserves the right to refuse service to anyone for any reason at any time. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any service User, company employee or officer may result in immediate account termination.
b. Rights and Obligations on Termination or Expiration. Termination or expiration of this Agreement shall not release Subscriber from the obligation to make payment of all amounts then or thereafter due and payable. Upon termination or expiration of the Agreement, Licensor will within ninety (90) days return to User or destroy User Data, unless required to retain the data to comply with or demonstrate compliance with a legal obligation or other legitimate grounds.
You can cancel Your subscription at any time. Please review Our Pricing Page for full details. Whether Your account is canceled, suspended, or terminated, You might still have to pay any amount You owe.
c. Cancellation. User can cancel at any time without additional penalty as indicated on the Pricing Page. User is solely responsible for properly canceling User Accounts. An email to cancel an Account is not considered cancellation. Cancellation of this Agreement shall not release Subscriber from the obligation to make payment of all amounts then or thereafter due and payable. Upon Cancellation, all of User Data will be inaccessible from the service after the time paid for expires. Within ninety (90) days thereafter, User Data will be queued for deletion from Licensor’s backups. Data is not recoverable once it has been permanently deleted.
You can choose to Delete Your Account at any time. We will delete everything that we are legally required to delete. We will not delete whatever we are legally required to preserve and whatever we require for legitimate purposes.
d. Deletion. User can choose to delete its Account at any time. When User requests Account Deletion or when an Account is queued for Deletion, Licensor will destroy User Data, unless required to retain the data to comply with or demonstrate compliance with a legal obligation or based on other legitimate grounds.
10. Intellectual Property.
Our ideas and inventions belong to us. You are responsible to help ensure they are not stolen, through careful and compliant use of Our Application and Services.
a. User agrees that the Service, including without limitation, the editorial coding and metadata contained therein, are the property of Licensor or Licensor’s licensors. The works and databases included in the content of the Service are protected by applicable copyright laws. User agrees that only Authorized Users shall be permitted access to the Service. Except as set forth herein, no clients or other persons or entities who are not legal employees of User or independent contractors consulting for User in the ordinary course of User’s business may be Authorized Users. User shall not reverse engineer, decompile or disassemble any part of the Service. User further agrees that neither User nor any Authorized User shall store (except as permitted under this Agreement for retrieval and display purposes only), copy, reproduce, retransmit, disseminate, sublicense, sell, distribute, publish, broadcast, circulate, create derivative works (including, without limitation, trading algorithms), test algorithms in conjunction with, or distribute by any means the Service in whole or in part to anyone, including, but not limited to, other employees of User, without Licensor’s express prior written consent; provided, however, that Authorized Users may on an occasional basis in the normal course of business include limited portions of the Service
i. in oral and (with proper attribution to the respective Service) non-electronic written communications with clients and other employees, and
ii. in email and instant messaging communications with other employees and/or securities professionals.
Without limiting the foregoing, under no circumstances shall distribution under this Section by User be permitted if such distribution may be viewed as a substitute for a subscription to the Service itself.
b. User agrees that when using the Service, the facts, content, and intent of the Service will not be changed in form or in spirit or otherwise in any way be prejudicial to the integrity of the Service, Application, or Licensor. Other than as expressly set forth in this Agreement, no license or intellectual property rights owned or licensed by Licensor are granted to User, and all such rights are hereby expressly reserved.
We will honor Your trademarks and will use them only as You agree. You agree we can use Your trademarks on our website to inform people about our Users.
c. Use of User Marks Generally. Licensor acknowledges and agrees that (i) User owns certain Trademarks; and (ii) User owns or has certain merchandising and commercial rights in and to the User Trademarks and all goodwill associated with or symbolized by the User Trademarks; and (iii) such User Marks have secondary meaning. Licensor shall not act inconsistently with regard to ownership of the User Marks and appurtenant goodwill. Nothing contained in this Agreement shall be deemed to constitute or result in an assignment of any of the User Trademarks or the creation of any equitable or other interests in them. User hereby grants Licensor a non-exclusive, non-transferable (except in connection with an assignment of this Agreement), royalty-free right to use User Trademarks in order to provide the Services, for marketing and communication purposes, and as otherwise set forth in this Agreement. User undertakes to indemnify Licensor from and against any claim that Our proper use of the Trademarks under such license infringes any third party rights. Licensor shall not use User Trademarks as part of its own trademarks, service marks or trade names or in any other manner that would tend to imply that Licensor has an affiliation with User other than as set forth in this Agreement.
d. Rights in the Service not expressly granted herein are reserved to the Licensor.
11. User Data.
You own data associated with Your account. We can use any non-personal data in aggregated form so long as such data does not include any data or information that can be used to identify You or any Data Subject. You are prohibited from using Our Service or Application to collect Personal Data, especially Sensitive Personal Data, as defined in this Agreement.
a. User Data submitted by User to the Service or collected by User’s use of the Service on User’s Property, whether generated by User or otherwise, remains the sole property of User. Notwithstanding any other provision in this Agreement, Licensor may access User's User's Accounts, including, without limitation, User Data. Licensor may avail of User Data in aggregate form provided that such information does not include Personal Data.
b. User is prohibited from using the Service or the Application for collecting or processing Personal Data, other than User and Authorized User Personal Data required to register for or use the Service.
c. User is strictly prohibited from using the Services to collect, process, store, or otherwise use personal data revealing racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data or biometric data for the purpose of uniquely identifying a natural person, data concerning health or a person’s sex life or sexual orientation, or data relating to criminal convictions and offenses (“sensitive data”). If any such data is inadvertently collected, processed, or stored, the Controller shall inform the processor and the processor shall apply specific restrictions and/or additional safeguards.
12. Professional Services.
We offer You technical support at our discretion and we will respond to Your emails as soon as we are able. We pride ourselves on providing the highest level of support and will do the best We can to support You.
During the term of this Agreement, User may request Licensor in writing to perform computer professional services in the nature of software development, customization add-in, documentation and/or integration services (hereinafter, Professional Services). Any Professional Services are provided solely at the discretion of the Licensor. Email responses are provided on a reasonable effort basis without guaranteed response time. User grants Licensor the right to access User Data to help User with support requests and to maintain and safeguard the Service to ensure the security of User data and the service as a whole.
13. Limitation of Liability; Indemnification.
We limit our liability to the fullest extent permitted by law.
a. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR AND ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND LICENSORS WILL NOT BE LIABLE (JOINTLY OR SEVERALLY) TO USER, AUTHORIZED USERS, OR ANY THIRD PARTY, FOR INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS AND LOST REVENUES (COLLECTIVELY, THE “EXCLUDED DAMAGES”), WHETHER OR NOT CHARACTERIZED IN NEGLIGENCE, TORT, CONTRACT, OR OTHER THEORY OF LIABILITY, EVEN IF LICENSOR OR ITS SUBSIDIARIES, AFFILIATES, SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN ANY OF THE EXCLUDED DAMAGES, AND IRRESPECTIVE OF ANY FAILURE OF AN ESSENTIAL PURPOSE OF A LIMITED REMEDY. IN NO EVENT WILL THE LIABILITY OF THE PARTIES ARISING OUT OF ANY CLAIM RELATED TO THIS AGREEMENT EXCEPT FOR INTELLECTUAL PROPERTY INFRINGEMENT OR THE SUBJECT MATTER HEREOF EXCEED THE AGGREGATE AMOUNT PAID BY USER HEREUNDER IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN THE PARTIES’ LIABILITY WILL BE LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY APPLICABLE LAW. USER WILL INDEMNIFY, DEFEND AND HOLD HARMLESS LICENSOR FOR ANY LOSS, DAMAGE OR COST IN CONNECTION WITH ANY CLAIM OR ACTION WHICH MAY BE BROUGHT BY ANY THIRD PARTY AGAINST LICENSOR RELATING TO ANY BREACH OF THIS AGREEMENT BY UER.
You will defend, indemnify, and hold Us harmless if any Party or both Parties are sued, for example, for using our Service to violate intellectual property rights.
b. User, at its expense, will defend, indemnify, and hold Licensor harmless from and against any and all third-party claims for damages (whether ordinary, direct, indirect, incidental, special, consequential, or exemplary), judgments, liabilities, fines, penalties, losses, claims, costs, and expenses including, without limitation, reasonable attorney’s fees, finally awarded by a court of competent jurisdiction, after all rights of appeal are exhausted, against Licensor which directly relate to a claim, action, lawsuit, or proceeding made or brought against Licensor by a third party alleging the infringement or violation of such third party's registered patent, trade secret, copyright, or trademark (each a “Licensor Claim”) by way of Licensor's use of any User content that User provides to Licensor and Licensor uses in the provision of any Services. The indemnification obligations set out in this Section 10 shall not limit any other rights and remedies that the Licensor may have under this Agreement.
14. Modifications to Terms of Service and Other Policies.
We reserve the right to modify or change this Agreement, which includes incorporated documents. Please review this Agreement, in its entirety, regularly.
Licensor may modify these terms or any additional terms that apply to the Service to, for example, reflect changes to the law or changes to the Service. A User should review this Agreement regularly. Licensor will post notice of modifications to these terms at https://volument.com/legal/terms, the Policies Documents at https://www.volument.com/privacy, or other policies referenced herein at the applicable URL for such policies. Changes will become effective on the date they are posted. If User does not agree to the modified terms for the Service, User should discontinue use of the Service immediately.
Please keep our secrets; we will keep Yours.
User and Licensor understand and agree that in the performance of this Agreement each Party may have access to private or confidential information of the other Party which either is marked as “confidential” or the receiving Party should reasonably know under the circumstances that such information is confidential and/or proprietary information of the other Party. Each Party shall hold such information in confidence and not, without the consent of the other, disclose it to a third party or use it for any purpose other than in performance of this Agreement.
This obligation of confidentiality shall not apply to information that is generally available to the public through no act or omission of the receiving Party or becomes known to the receiving Party through a third party with no obligation of confidentiality, or is required to be disclosed by law, court or by any government or regulatory authority. If any confidential information is required to be disclosed by statute, rule, regulation or order of any court of competent jurisdiction, before any such disclosure the receiving Party will provide notice to the disclosing Party reasonably sufficient to allow the disclosing Party the opportunity to apply for a protective order or other restriction regarding such disclosure. If either Party elects to file this Agreement with the U. S. Securities and Exchange Commission or any other securities exchange or market, regulatory authority or other body, the filing Party will provide the non-filing Party, no less than five (5) business days before the expected date of the filing (the “Filing Date”), a copy of the Agreement marked to show the sections for which the filing Party plans to seek confidential treatment. The filing Party agrees to expand its confidential treatment request to include those provisions of this Agreement reasonably indicated by the non-filing Party before the Filing Date as provisions for which the non-filing Party requests confidential treatment. All confidential information will remain the exclusive property of the owner. No public announcement, press release or communication concerning this Agreement shall be made without the prior consent of the other Party.
We send and receive important information via email. Be sure to keep Your email address on file with us up to date and look out for notices and notifications from us in Your inbox.
All notices to a Party hereunder shall be in writing, and delivered by email. The only allowed email address is the one used by Parties for communication and billing purposes. If either Party stops using an email address that was being used for communication and billing purposes, such a Party must promptly provide the other Party with a new email address for giving Notice set out herein. Unless a Party provides a more current email address to serve for receipt of Notice, the other Party is authorized to continue using the most recent email address provided for that purpose.
17. Choice of Law and Venue.
Since we are a Finnish company, this Agreement is governed by the laws of Finland and disputes settled by Finnish arbitration, in English.
This Agreement, as well as any and all tort claims arising from this Agreement or arising from any of the proposals, negotiations, communications or understandings regarding this Agreement, will be governed by and construed in accordance with the laws of Finland, applicable to contracts made entirely within Finland and wholly performed in Finland, without regard to any conflict or choice of law principles. The sole jurisdiction and venue for any litigation arising out of this Agreement will be an appropriate federal or state court located in Helsinki, Finland. Any dispute, controversy or claim arising out of or relating to this Agreement 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. The language of the proceedings shall be English.
a. Independent Contractor. Licensor is acting in performance of this Agreement as an independent contractor.
b. Assignment. This Agreement is not transferable, assignable, delegable, or sublicensable by User in whole or in part, without the prior written permission of Licensor. This Agreement will be binding upon and inure to the benefit of the Parties and their respective successors, trustees, administrators, and assigns.
c. Binding Effect and Third-Party Beneficiary. Except if specifically stated in this Agreement, neither Party, nor any of their respective employees or agents, will have the power or authority to bind or obligate the other Party. No third party is a beneficiary of this Agreement.
d. Waiver of Rights. Except where specifically stated to the contrary, all remedies available to either Party for breach of this Agreement under this Agreement, at law, or in equity, are cumulative and nonexclusive. A waiver or failure of either Party at any time to require performance by the other Party of any provision hereof will not affect the full right to require such performance at any time thereafter.
e. No Reliance. Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in the Agreement. No party shall have any claim for innocent or negligent misrepresentation on the basis of any statement in this Agreement.
f. Legal Obligations. Each party shall comply with all laws, enactments, regulations, regulatory policies, guidelines and industry codes applicable to it and shall maintain such authorisations and all other approvals, permits and authorities as are required from time to time to perform its obligations under or in connection with this Agreement.
g. Representations and Warranties. User represents and warrants to Licesor that all information User has provided to Licensor is accurate and up to date; that User’s use of the Service under the Agreement does not and will not conflict with or violate any agreement or other instrument with a third party applicable to User or otherwise infringe upon the rights of any third party (including Intellectual Property Rights); that User has complied and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including, without limitation, any relevant data protection or privacy laws); and User will at all times comply with all applicable Licensor policies and the DPA.
h. Injunctive Relief. If User breaches Section 3 or Section 4 of this Agreement, Licensor will be entitled, in addition to any other rights available under this Agreement or at law or in equity, to apply for immediate injunctive relief without any requirement to post a bond or other security and User acknowledges and agrees to not contest such application.
i. Force Majeure. Any failure or delay by Licensor in the performance of its obligations pursuant to this Agreement will not be deemed a default or breach of the Agreement or a ground for termination to the extent such failure or delay is due to computer or internet or telecommunications breakdowns, denial of service attacks, fire, flood, earthquake, elements of nature or acts of God, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, and quarantines, acts of war, terrorism, riots, civil unrest, rebellions or revolutions in the United States or any nation where the obligations under this Agreement are to be executed, strikes, supplier and third-party failure, lockouts, or labor difficulties, or any similar cause beyond the reasonable control of Licensor.
20. Entire Agreement.
The Agreement covers everything You and Us have agreed to about
a. This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto. No course of dealing or usage of trade will be used to modify the terms under this Agreement.
b. Severability. If any provision or portion thereof of this Agreement or its application in a particular circumstance is held to be invalid or unenforceable to any extent in any jurisdiction, such provision or portion thereof will, as to such jurisdiction only, be ineffective to the extent of such unenforceability. All other provisions and portions of them hereunder will not be affected by the invalidity and will be valid and enforced to the fullest extent permitted by law.
c. Survival. The following obligations of the Parties will survive termination or expiration of this Agreement for any reason: Sections 1, 2, 8, 10, 11, 13, 15, 17, 18, and 19, of this Agreement and any payment obligations of User that accrue prior to such termination or expiration.
BY CLICKING THE “ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, OR USING THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE REVIEWED AND ACCEPT THIS AGREEMENT AND ARE AUTHORIZED TO ACT ON BEHALF OF, AND BIND TO THIS AGREEMENT, THE User, THE OWNER OF THIS ACCOUNT.