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Allshares Incentive Platform Terms of Service.

1. BACKGROUND AND PURPOSE

  • Allshares Oy, Allshares AB (if applicable) and the Company have entered into and executed the agreement (“Agreement”) regarding services that Allshares Oy and Allshares AB (if applicable) provide to the Company. This is an appendix to the Agreement. For the purposes of this these Allshares Incentive Platform Terms of Service, “Provider” refers only to Allshares Oy, who is the provider of Allshares Incentive Platform service.
  • As a part of the services agreed by the Parties, the Provider is providing an electronic Allshares Incentive Platform (Incentive.Online) web-portal software service (“Portal Service”) to the Company and relevant users (“User”). The Portal Service is a software application service delivered and accessed over data network.
  • These terms and conditions of the Portal Service (“Terms of Service”) apply to the delivery and use of the Portal Service provided by the Provider to the Company and the Users. These Terms of Service and the Agreement with its other appendices together constitute and form a whole agreement between Parties related to the Portal Service. In addition, the Users of the Portal Service must accept the end-user license terms of the Portal Service before using the Portal Service.
  • Any capitalized words and/or expressions used in these Terms of Service will have the meaning defined to them in the Agreement.
  • The Terms of Service will be deemed accepted by the Company and become effective upon execution of the Agreement between Parties (“Effective Date”).

2. RESPONSIBILITIES OF THE PARTIES

  • The Provider undertakes to perform the tasks for which it is responsible in conformity with the Agreement and these Terms of Service, with due care and with the professional skills reasonable expected from an experienced service provider.
  • The Provider will deliver to the Company the instructions for using the Portal Service.
  • The Company understands that the Provider’s performance under the Terms of Service is dependent upon the Company fulfilling its obligations pursuant to the Agreement and these Terms of Service. Such obligations include but are not limited to providing the Provider with all necessary information and cooperating with the Provider. Consequently, during the term of the Agreement, the Company undertakes to (a) provide the Provider with the information necessary, and reasonably expected to be necessary, for the Provider to perform its obligations in accordance with the Agreement and these Terms of Service; (b) ensure that the Company and Users has the network connection, equipment, software and licenses required to use and receive the Portal Service.
  • The Company is responsible for all use of the Portal Service by its Users and personnel and will comply with all applicable laws and regulations in connection with the Company’s use of the Portal Service, including those related to data privacy and the transmission of personal data. The Company will be responsible for ensuring that the Portal Service fulfils the Company’s intended purpose. The Provider specifically excludes any liabilities and warranty for a particular purpose.
  • The Company will notify the Provider immediately of any unauthorized use of the Portal Service or any other known or suspected breach of security.

3. DELIVERY AND DEPLOYMENT

  • The Provider will start delivery of the Portal Service on the agreed date of deployment or within the agreed time. If the period or date of deployment of Portal Service has not been agreed upon in writing, the Provider will start delivery of the Portal Service within a reasonable time from the Effective Date. The delivery of the Portal Service will be deemed to have commenced when the Provider notifies that the Portal Service is available for the Company and Users.
  • The Provider undertakes to provide such implementation, configuration and/or customization services as defined in the Agreement and its appendices. During the provision of the implementation services, the Provider will develop, configure, adjust and customize the Portal Service to meet the requirements set out in the Agreement.
  • The Company acknowledges and accepts that the Provider’s customization, configuration and implementation includes or may include integration of third-party services which may involve the transfer of Company Material to relevant third-party services and that the provision and use of some functions of the Portal Service can be dependent on the Company accepting integration of such third-party services. The Provider guarantees that any customization, configuration, and implementation involving the integration of third-party services will be conducted with due care and in compliance with applicable laws and regulations. The Provider further warrants that it has obtained all necessary rights and permissions for such integration and transfer.
  • Any Intellectual Property related to the implementation, configuration and customization will be the exclusive property of the Provider, unless otherwise expressly agreed in the Agreement or otherwise agreed in writing by the Parties.

4. GRANT OF ACCESS TO THE PORTAL SERVICE

  • The Provider agrees in full consideration of the payment of the fees and expenses agreed in the Agreement by the Company to Allshares Oy (or Allshares AB, if applicable) to provide access to the Portal Service on a non-exclusive basis pursuant to the terms and conditions set forth in the Agreement and these Terms of Service.
  • The Company may not transfer, lease, loan, resell, distribute or otherwise make the Portal Service or materials contained in the Portal Service available in whole or in part in any form whatsoever to any third parties.
  • The Company will not attempt to gain access to any parts of the Portal Service to which the Company has not acquired access rights, nor will the Company attempt to modify, copy, decompile, adapt, reverse engineer or otherwise attempt to derive source code of the Portal Service or any computer software programs the Portal Service is based upon. The Company will not store or install the Portal Service on any Company’s device.

5. SUPPORT AND SERVICE LEVELS

  • The Provider will provide the Company with reasonable technical and use-related support (excluding training and other related services which will be agreed separately) in accordance with its own practices, only if the Provider deems such support necessary. The Provider will provide support in accordance with the prevailing Service Description. The Provider will provide the support by means of email and telephone (contact details provided separately). The Provider will not be obliged to provide support, assistance or maintenance whatsoever concerning third party equipment or software. Support may also be provided by Allshares AB, if Allshares AB is a Party to the Agreement. The Provider will be responsible for the adequate level of support when it is provided by Allshares AB.
  • The Provider has the right to prevent the Company and/or User from using the Portal Service if the Provider has reasonable grounds to suspect that the Company or User is using the Portal Service contrary to the Terms of Service or the applicable end-user license terms or that the Company or User is burdening the Portal Service in an exceptional manner.
  • The Provider will maintain a minimum uptime of 99.5% (excluding any scheduled maintenance breaks) of the Portal Service.

6. CHANGES TO THE PORTAL SERVICE

The Provider has the right to amend the Portal Service due to changes in legislation or best practices, or if it is otherwise deemed necessary by the Provider, to comply with any applicable law, decree, regulatory or security requirement, acts of government or order of authorities. The Provider also has the right to change and amend the Portal Service in other cases, provided that such amendment or change does not have a materially negative effect on the nature or quality of the Portal Service. Any material changes will be notified beforehand.

7. SUSPENSION OF THE PORTAL SERVICE

  • The Provider will have the right to suspend delivery of the Portal Service for scheduled maintenance breaks as informed by the Provider from time to time. The Provider will have the right to suspend delivery of the Portal Service due to installation, change or maintenance work of general data network outside the Provider’s control or due to data security risk to the Portal Service or if required by law or authorities. The Provider will notify the Company of any extraordinary suspensions and the duration of such suspensions in advance or, if this is not reasonably possible, without delay after the Provider has learned of such matter.
  • The Provider will have the right to prevent the Company’s and/or Users’ access to the Portal Service without first consulting the Company, if the Provider suspects that the User or the Company burdens or uses the Portal Service in a manner that compromises the delivery of the Portal Service to other Users or clients. The Provider will without undue delay inform the Company of the reasons for such prevention.

8. BACK-UP OF COMPANY DATA

  • The Provider will make back-up copies of the information transferred to Portal Service by the Company or User or for their benefit (“Company Data” or “User Data”). The Provider will make back-up copies in conformity with reasonable industry standards.
  • If the Company Data is deleted, lost, altered or damaged by using Company’s or User’s user ID or the Company or the User has otherwise by its own action deleted, lost, altered or damaged the Company Data or User Data, the Provider will have the right to charge for the recovery of such Company Data and User Data in accordance with its valid prices and pricing principles.

9. USE ENVIRONMENTS

The Company and the User will be responsible for acquiring and maintaining the functional status of the equipment that they need to use the Portal Service. The Company and the User will be responsible for the protection of their own technical environment and comparable costs related to use of the Portal Service.

10. INTELLECTUAL PROPERTY RIGHTS

  • With the exception of Company Data and User Data, the Provider represents and warrants that the Portal Service as used pursuant to the Agreement, these Terms of Service and the Provider’s instructions does not infringe copyrights enforceable in Finland and Sweden.
  • The intellectual property rights to the Portal Service and any amendments, modifications, new versions thereto will belong to the Provider. The product and service names associated with the Portal Service are service marks and trademarks of the Provider or third parties, and no right or license is granted to use them. The Agreement does not grant the Company nor User any rights of ownership in or related to the Portal Service or the intellectual property rights owned by the Provider. The Company acknowledges that, except as specifically provided under this Agreement, no other right, title, or interest is granted.
  • These Terms of Service nor the Agreement have no effect on the intellectual property rights each Party had prior to the Effective Date. These Terms of Service nor the Agreement will not give a Party any direct, indirect or implied right or license to use or otherwise exploit intellectual property rights belonging to the other Party.

11. FEEDBACK

The Company may from time to time provide suggestions, comments or feedback (“Feedback”) with respect to the Portal Service or confidential information provided originally by the Provider. The Company agrees that all Feedback is voluntary and, even if marked as confidential (unless subject to a separate written agreement), will not create a confidentiality obligation for the Provider. The Provider will be free to use, disclose, reproduce, license or otherwise distribute such Feedback, without obligation or restriction of any kind with relation to a Party’s intellectual property rights or otherwise. Notwithstanding the above, no right will be granted to any Intellectual property rights that were in existence prior to the Effective Date.

12. COMPANY DATA AND USER DATA

  • The Provider has the right to use the Company Data or User Data only for the purposes of the Agreement or these Terms of Service, including but not limited to the development of the Portal Service or other services of the Provider.
  • The Company will be responsible for Company Data and for ensuring that the Company Data does not infringe third party intellectual property rights or violate any legislation in force at the time. In case of breach of the aforementioned, the Company will be responsible for, and will indemnify and hold the Provider harmless from all claims, suits, proceedings, losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) made against or incurred by the Provider.
  • The Company is responsible for any and all personal data contained in the Company Data and all obligations related to its processing as the data controller designated in the General Data Protection Regulation (EU) 2016/679 or other applicable privacy legislation. The Company represents and warrants that it has the authority and required permissions to transfer the aforesaid personal data to the Portal Service.

13. LIMITED WARRANTY

  • The Provider warrants that the delivery of the Portal Service, and any specifically agreed related services, will be performed in a professional and timely manner, in accordance with industry standards and the specifications agreed upon in this Agreement. The Provider warrants that the Portal Service, and any specifically agreed related services, will be free from material defects and will function substantially as described in the service documentation. In the event of any failure to meet these standards, the Provider agrees to promptly correct any deficiencies at no additional cost to the Company. This warranty is in addition to any other rights and remedies the Company may have under this Agreement or applicable law.
  • No representation or other affirmation of fact, including statements regarding the performance of the Portal Service, which is not contained in these Terms of Service will be binding on the Provider.

14. VALIDITY

The Portal Service becomes effective upon execution of the Agreement between Parties or as otherwise agreed and will be valid for the duration of the Agreement.

15. OTHER PROVISIONS

All terms of the Agreement, including but not limited to applicable law, settlement of disputes, termination and limitations of liability, apply to these Terms of Service, as applicable.