Terms & Conditions

Terms of Use and Contract

This Services Agreement (“SA”) constitutes from a written contract between eeedo inc., with office located at Hämeenkatu 13A, 33100 Tampere, Finland (“eeedo”), and You (“Customer”). By signing an order form or by signing a contract (which both may set forth pricing and other relevant terms) or by providing a credit card and or other billing information and clicking on the “Submit” button on eeedo’s website, you have agreed to be bound by all the terms and conditions of this SA and any other terms set forth in the order form or reflected on any web-based form that you filled out in connection with the creation of your account (in each case, a “Additional Terms of Contract”), each of which is hereby made a part of this SA. Eeedo and Customer shall be individually referred to herein as “Party” and collectively as “Parties”.

  1. Definitions of terms used in this contract

“Corporate Administrator” shall mean the individual identified by the Customer as the Corporate Administrator and such other individuals as are designated as Corporate Administrators by an authorized customer representative (including the then current Corporate Administrator) in a written notice to Eeedo.

“Customer Data” means any text, data, images, or other content transmitted or stored by Customer or Authorized Corporate Users to eeedo in connection to Customer’s and/or Authorized Corporate Users’ use of the Services.

“Authorized Corporate User” shall mean any employees, agents, affiliates, independent contractors, consultants, or other individuals of Customer who the Customer or the Corporate Administrator has permitted to access and use the Services pursuant to the Agreement.

“Enhancement” means any correction, additional feature, customization, modification, revision, enhancement, improvement, update, upgrade, new release or other change that is released generally by Eeedo for the customers of the Services.

 “Client Interface” means the web-based interface hosted by Eeedo by which Customer and Authorized Corporate Users may access the Services and/or any downloadable desktop or mobile device application provided by Eeedo.

“Customer Users” means the group of Users set up by Customer, wherein “Authorized Corporate Users” are the individuals that are invited by Customer to be part of the “Customer Users”

 “Intellectual Property Rights” means all rights of a person or business entity in, to, or arising out of: (i) any Finnish., international or foreign patent or any application therefore and any and all reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof; (ii) inventions (whether patentable or not in any country), invention disclosures, improvements, trade secrets, proprietary information, know-how, technology and technical data; (iii) copyrights, copyright registrations, mask works, mask works registrations, applications, moral rights, patents, trademarks, trade secrets, and rights of personality, privacy and likeness, whether arising by operation of law, contract, license or otherwise; and (iv) any other similar or equivalent proprietary rights anywhere in the world.

“Services” means the management of an intra-company communication system using Software run on Eeedo’s hosting servers or those of its hosting service provider(s) intended to enable Customer and Authorized Corporate Users to interact via the Internet, which Services will include as described on the Eeedo website at https://eee.do, as such Services may be revised as provided herein.

“Software” means the software application(s) used by Eeedo to provide the Services and any Enhancements thereto made available by Eeedo to Customer and Authorized Corporate Users from time to time, including any possible desktop or mobile device applications provided to Authorized Corporate Users by Eeedo to enable Eeedo’s provision of the Services. Eeedo shall not be obligated to provide Enhancements that include new features or functionalities for which Eeedo generally charges a separate additional fee.

“Term” means the Initial Term and any Renewal Terms, as set forth in Section 9.1.

“User Identification” means the unique user identification name or user identification e-mail address and password issued or otherwise assigned to each Authorized Corporate User for access to and use of the Services through the Client Interface.

“Eeedo Technology” means the Software and any know-how, processes, methodologies, specifications, designs, inventions, functionality, graphics, techniques, methods, applications, user manuals, online documentation, video, products or other technology and materials of any kind, or any Enhancement thereto, used by Eeedo in connection with the performance of the Services or made available by Eeedo to Customer, to any Authorized Corporate User or any third party.

  1. The Services

2.1 Services. Subject to the terms and conditions of the Agreement, Eeedo will perform the Services on behalf of Customer and Authorized Corporate Users during the Term. Promptly after the Effective Date set forth on the Contract, Eeedo will send instructions to the Initial Network Corporate Administrator regarding the administrative tools made available to Customer together with appropriate Corporate Administrator credentials. Eeedo may delegate certain portions of the Services to third parties, provided that Eeedo remains primarily responsible to Customer for the delivery and performance of the Services. Eeedo will host and maintain the Client Interface, and provide Customer and Authorized Corporate Users access to the Client Interface pursuant to password protected user accounts. Eeedo may in its sole discretion modify, enhance or otherwise change the Software and/or Client Interface without adversely affecting the Services features.

2.2 Restrictions on Use of Services. Customer agrees not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Services in a manner that sends more request messages or more data to the Eeedo servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser. The eeedo Business –pricing plan includes 1 GB storage per user per month and 5 GB data transfer out of the system per user per month. Customer agrees neither to collect or harvest any personally identifiable information, including account names, from the Services nor to use the communication systems provided by Eeedo for any commercial solicitation purposes. Customer agrees not to use any portion of the Services as a destination linked from any unsolicited bulk messages or unsolicited commercial messages. In addition, Customer agrees not to engage in any of the following prohibited actions: (i) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (ii) taking any action that imposes, or may impose at Eeedo’s sole discretion an unreasonable or disproportionately large load on Eeedo’s infrastructure; (iii) uploading invalid data, viruses, worms, or other software agents through the Services; (iv) impersonating another person or otherwise misrepresenting Customer’s affiliation with a person or entity, conducting fraud, hiding or attempting to hide Customer’s (or an Authorized Corporate User’s) identity; (v) interfering with the proper working of the Services; or (vi) bypassing the measures that Eeedo may use to prevent or restrict access to the Services.

2.3 Suspension of Services. In the event Customer or any of its Authorized Corporate Users violate any of the terms set forth in Section 2.2 of this SA, or fails to pay any amount under the Agreement when due, in addition to any other remedies available at law or in equity, Eeedo will have the right, in its sole discretion, to immediately suspend Customer’s and Authorized Corporate Users’ use and access to the Services until such breach is cured.

2.4 Nonexclusivity. Customer acknowledges that the rights granted to it under this Agreement are nonexclusive, and that, without limiting the foregoing, nothing in this Agreement will be interpreted or construed to prohibit or in any way restrict Eeedo’s right to (a) license, sell or otherwise make available the Eeedo Technology or Services to any third party; (b) perform any services for any third party; or (c) license, purchase or otherwise acquire any software, technology, products, materials or services from any third party.

2.5 Other Representations, Warranties and Covenants of Customer. Customer hereby represents warrants and covenants that:

(a) it has the full power and authority to enter into this SA;

(b) the acceptance of this SA and performance of its obligations under this SA do not and will not violate any other agreement to which it is a party;

(c) this SA constitutes a legal, valid and binding obligation of it upon Customer’s execution and delivery of Contract or upon Customer’s clicking of the “Submit” button on Eeedo’s website in connection with the purchase of the Services; and

(d) any and all activities it undertakes in connection with this SA will be performed in compliance with applicable laws, rules and regulations.

  1. License; Restrictions on Use

3.1 License to Customer. Subject to the restrictions and limitations set forth in this Section 3 of this SA and elsewhere in the Agreement, Eeedo hereby grants to Customer a nonexclusive, nontransferable, limited license, during the Term of the Agreement, to enable Authorized Corporate Users to access and use the Services through the Client Interface, subject and according to this SA solely for the Authorized Corporate Users’ internal use in the regular course of Customer’s business.

3.2 General Restrictions and Limitations. Section 3.1 sets forth the entirety of Customer’s right to access and use the Services and to make the Services available to Authorized Corporate Users. The License does not include the right to, and Customer will not directly or indirectly, (a) enable any person or entity other than Authorized Corporate Users to access and use the Services or Eeedo Technology; (b) modify or create any derivative work based upon the Services or Eeedo Technology; (c) engage in, permit or suffer to continue any unauthorized copying, reselling or distribution of the Services or Eeedo Technology; (d) grant any sublicense or other rights to the Services or Eeedo Technology; (e) reverse engineer, disassemble or decompile all or any portion of, or attempt to discover or recreate the source code for, any Software; or (f) remove, obscure or alter any Intellectual Property Rights notice related to the Software, the Services or the Eeedo Technology;. Customer will ensure, through proper instructions and enforcement actions, that all access to and use of the Services by Customer or Authorized Corporate Users’, or otherwise through Customer’s facilities, equipment, identifiers or passwords, will conform to the Agreement and will be made and used solely for proper and legal purposes, and will be conducted in a manner that does not violate any law or regulation, the rights of any third party or the Agreement.

3.3 Reservation of Rights. Eeedo reserves all rights to the Services not otherwise expressly granted in this Section 3. No title to or ownership of the Services, the Software or the Eeedo Technology, or any Intellectual Property Rights associated therewith is transferred to Customer, any Authorized Corporate User or any third party under the Agreement.

3.4 License to Eeedo. Subject to this SA, Customer hereby grants Eeedo a worldwide, non-exclusive, royalty-free license during the Term to use, reproduce, electronically distribute, transmit, have transmitted, perform, display, store, archive, and index the Customer Data in order to provide the Services. Eeedo shall have no right to sub-license or resell the Customer Data or any component thereof.

3.5 Identification of Other Party as Customer/Service Provider. Subject to the terms and conditions of this Agreement, each of Customer and Eeedo hereby grants the other appropriate rights during the term of this Agreement to allow the other to identify it as a customer/service provider including the right to display its logo and trademarks on its website, in the Service and in marketing material. Nothing contained herein shall be deemed to grant either Party any right, title or interest in or to the other’s trademarks other than the limited rights granted herein. Upon termination of this Agreement, each Party shall promptly cease to use all the other Party’s trademarks except as permitted pursuant to another agreement between the parties.

  1. Access to the Services

4.1 Equipment, Services and Facilities. Customer is solely responsible for providing, installing and maintaining at its own expense all equipment, facilities and services necessary to enable Authorized Corporate Users’ access and use the Services through the Client Interface, including, without limitation, all computer hardware and software, network system, communication service and Internet access.

4.2 Password. Customer will issue a User Identification to enable each Authorized Corporate User to access and use the Services through the Client Interface. Customer is solely responsible for tracking the User Identifications to specific Authorized Corporate Users and for ensuring the security and confidentiality of all User Identifications. Customer acknowledges that it is fully responsible for all liabilities incurred through the use of any User Identification and that any transaction under a User Identification will be deemed to have been performed by Customer. Customer will immediately notify Eeedo of any unauthorized use of any User Identification or any other breach of security known to it. Use of any User Identification other than as provided in the Agreement will be considered a breach of the Agreement by Customer.

4.3 Hours of Operation; Scope of Services. Eeedo reserves the right at any time with reasonable advance notice to Customer to temporarily change the Services’ hours of operation or to limit Customer’s and Authorized Corporate Users’ access to and use of the Services in order to perform repairs, make modifications, or to do so without advance notice as a result of circumstances beyond Eeedo’s reasonable control. Eeedo may modify or alter part of or all of the Services from time to time. Such modifications and alterations, or both, may include, without limitation, the addition or withdrawal of features, services, products, software or changes in instructions.

4.4 Security. Eeedo has implemented commercially reasonable technical and organizational measures designed to secure Customer Data from accidental loss and from unauthorized access, alteration, use or disclosure. However, Eeedo cannot guarantee that unauthorized third parties will never be able to defeat those measures or use Customer Data for improper purposes. Customer acknowledges that all Customer Data is provided at Customer’s and Authorized Corporate Users’ own risk.

  1. Right to Monitor.

Eeedo will have the right to monitor and to review all use of the Services to ensure compliance with all of the terms of the Agreement. Eeedo will also have the right to analyze user behavior as a measure of interest in, and use of, our Website and emails, both on an individual basis and in the aggregate, and otherwise to collect and create metadata about Customer’s use of the Services provided that such metadata is never disclosed to any third party other than in an anonymized and aggregate format.

  1. Compensation

6.1 Fees. Customer will pay to Eeedo the fees set forth on the Contract. Eeedo will bill Customer with respect to the total number of individual Authorized Corporate Users who have a User account for the Services. The fees shall be billed during or after the month of use. The total number of individual Authorized Corporate Users is counted as the total number of users who have or who have had a user account to use the Service during the billable month. Eeedo reserves the right to change the Monthly fee per user outside the Initial Term.

6.2 Payment Terms. Eeedo will invoice Customer for all fees due and payable agreed to by the parties, and shall either bill the credit card listed on the relevant Additional Terms of Contract directly or Customer shall pay all amounts invoiced within ten (10) days of the date of Eeedo’s invoice. In the event of any action by Eeedo to collect any amount not paid when due, Customer will pay or reimburse Eeedo’s costs of collection (including, without limitation, the interest rate of 14 %, any attorneys’ fees and court costs).

6.3 Taxes. All fees are net. Customer will pay or reimburse all taxes, duties and assessments, if any due, based on or measured by amounts payable to Eeedo in any transaction between Customer and Eeedo under the Agreement (excluding taxes based on Eeedo’s net income) together with any interest or penalties assessed thereon, or furnish Eeedo with evidence acceptable to the taxing authority to sustain an exemption therefrom.

  1. Ownership

7.1 Customer Data. Subject only to the limited license expressly granted hereunder and Eeedo’s rights under Section 5, as between Customer and Eeedo, Customer and its Authorized Corporate Users shall retain all right, title and interest in and to the Customer Data and all Intellectual Property Rights therein. Nothing in the Agreement will confer on Eeedo any right of ownership or interest in the Customer Data or the Intellectual Property rights therein. Customer is solely responsible for the Customer Data that Authorized Corporate Users upload, publish, display, link to or otherwise make available (hereinafter, “post”) on the Service, and Customer agrees that Eeedo is only acting as a passive conduit for the online distribution and publication of the Customer Data. Eeedo will not review, share, distribute, or reference any such Customer Data except as provided herein or as may be required by law. Customer agrees to take commercially reasonable steps to ensure that Authorized Corporate Users do not post Customer Data that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to an Authorized Corporate User, or any other person or entity; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort; (iv) contains any information or content that is unlawful, abusive, harmful, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (v) contains any information or content that is illegal; or (vi) contains any information or content that Customer does not have a right to make available under any law or under contractual or fiduciary relationships. Customer warrants and represents that the Customer Data does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights, rights of publicity and privacy. Customer understands and agrees that any loss or damage of any kind that occurs as a result of the content of any Customer Data is solely Customer’s responsibility. Eeedo is not responsible for any public display or misuse of Customer Data, except in the case of gross negligence or intentional misconduct by Eeedo or its employees. Customer agrees that it will prohibit Users from uploading material to Eeedo in violation of the intellectual property rights of any person and will maintain and enforce a policy that complies with the Digital Millennium Copyright Act (“DMCA”) and the European Union Copyright Directive (“EUCD”) and will act promptly to remove any infringing material from the Eeedo System in the event that it receives a notice qualifying under the DMCA or EUCD.

7.2 Suggestions. Customer may choose to or Eeedo may invite Customer and/or Authorized Corporate Users to submit comments or ideas about the Services, including without limitation about how to improve the Services or Eeedo products (“Ideas”). By submitting any Ideas, Customer on its own behalf and on behalf of each Authorized Corporate User agrees that such disclosure is gratuitous, unsolicited and without restriction and will not place Eeedo under any fiduciary or other obligation, that Eeedo is free to disclose the Ideas on a non-confidential basis to anyone or otherwise use the Ideas without any additional compensation to Customer.

7.2 Customer requested Enhancement . Customer may order Eeedo to design, implement and service Enhancements to Service. The fee for designing, implementing and using the the Customer requested Enchancements is agreed on case-by-case basis by Eeedo and Customer. The ownership of the Customer Specific Enhancements is solely on Eeedo and Eeedo may or may not grant the Customer requested Enhancements for use for other Customers.

  1. Privacy Policy.

The terms and conditions of the Eeedo Privacy Policy (which may be viewed at https://www.eeedo.com/privacy) shall apply to Customer Data and to Customer’s and its Authorized Corporate Users’ use of the Services, and Customer hereby acknowledges and agrees to the terms thereof. The Eeedo Privacy Policy may be amended from time to time, which amendments shall be effective upon posting at the above URL. Customer acknowledges that Eeedo employees may contact Customer and/or certain Authorized Corporate Users to assist them in realizing the maximum benefit from the Services.

  1. Term and Termination.

9.1 Term. The Initial Term of the Agreement will commence as of the Effective Date set forth in the Additional Terms of Contract and, unless specified otherwise in the Additional Terms of Contract, will end twelve (12) months following the Effective Date or upon earlier termination in accordance with Sections 9.2 or 9.3, below. The Initial Term shall be automatically renewed for subsequent one-year periods (each a “Renewal Term”), unless either party elects not to extend by written notice given at least sixty (60) days prior to the end of the Initial Term or then current Renewal Term. The first thirty (30) days of use of the service include a possibility to terminate the contract free-of-charge at any time by written notice by the Corporate Administrator to Eeedo within the first thirty (30) days of use of the service.

9.2 Termination by Eeedo. The Agreement may be terminated by Eeedo (i) if Customer defaults in the timely payment of any amounts due Eeedo and fails to cure within ten (10) days of receipt of written notice; (ii) immediately if Customer breaches any provisions of Section 2.2 or the last sentence of Section 7.1 of this SA; (iii) in the event of a material breach by Customer of any other provision of the Agreement and Customer fails to correct such breach within thirty (30) days of written notice; or (iv) upon the bankruptcy, reorganization or assignment for the benefit of creditors of Customer.

9.3 Termination by Customer. The Agreement may be terminated by Customer (i) in the event of a material breach by Eeedo of any provision of the Agreement and Eeedo fails to correct such breach within thirty (30) days of written notice; or (ii) upon the bankruptcy, reorganization or assignment for the benefit of creditors of Eeedo.

9.4 Effect of Termination. If the Initial Term or a Renewal Term is terminated pursuant to and in accordance with this Section 9, then, unless otherwise specifically provided for in writing by the parties, the following will apply: (a) any license rights granted to Customer with respect to the Services, the Software and/or the Eeedo Technology will terminate effective as of the effective date of the termination; (b) Customer will return to Eeedo any and all technical or business information of Eeedo in the possession or control of Customer; (c) unless otherwise agreed upon by the parties, Eeedo will have no obligation to provide the Services to Customer or Authorized Corporate Users after the effective date of the termination; (d) Customer will pay to Eeedo any amounts payable for Customer’s and Authorized Corporate Users’ use of the Services through the effective date of the termination; and (e) Eeedo will provide Customer and its Authorized Corporate Users with access to their respective Customer Data until twenty (20) days following the date of termination, at which point such access shall cease. It is Customer’s sole responsibility to download or delete any Customer Data following a termination; Eeedo has no obligation to make such data available more than twenty (20) days following the date of termination or to maintain copies of such Customer Data other than for archival purposes. No refunds of prepaid fees shall be made to Customer in connection with any termination pursuant to Section 9.2.

  1. Disclaimer of Warranties.

Except as expressly set forth in the herein, eeedo disclaims all warranties, express or implied, arising by law or otherwise, with respect to any error, defect, deficiency, infringement or noncompliance in the services, the software, the Eeedo Technology or any other items provided by, through or on behalf of Eeedo, including without limitation, any implied warranty of merchantability, fitness for a particular purpose or noninfringement and any implied warranty arising from course of performance, course of dealing or usage of trade.

Eeedo does not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the services or any hyperlinked website or service, or featured in any banner or other advertising, and Eeedo will not be a party to or in any way monitor any transaction between customer and third-party providers of products or services.

  1. Publicity/Press.

Each party shall be allowed to refer to the other party as a customer of or service provider to (as the case may be) on its website and in marketing materials, provided that such reference shall not imply an affiliation, sponsorship, or endorsement of such other party. Other than as provided in the foregoing sentence, neither Party shall issue any press release or other public announcement regarding the subject matter herein without the prior written approval of the other Party. Notwithstanding the foregoing, the parties agree to consider in good faith such press releases or other announcements regarding this Agreement and Customer’s use of the Service, including through such vehicles as case studies, blog posts, and webinars as may be proposed by the other party, provided that no such public disclosure shall be made without the prior written consent of the other party, which consent may be withheld in the party’s reasonable discretion.

  1. Indemnification

12.1 Indemnity by Customer. Customer shall defend, indemnify and hold harmless Eeedo and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) Customer’s and Authorized Corporate Users’ use of and access to the Service, including any data or work transmitted or received by Customer or Authorized Corporate Users; (ii) Customer’s or an Authorized Corporate User’s violation of any term of the Agreement; (iii) Customer’s or an Authorized Corporate User’s violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) Customer’s or an Authorized Corporate User’s violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of the posting, transmission or storage of any of Customer Data that is submitted via Authorized Corporate User accounts; or (vi) any other party’s access and use of the Service with Customer’s or an Authorized Corporate User’s unique username, password or other appropriate security code.

12.2 Indemnity by Eeedo. Eeedo shall defend, indemnify and hold harmless Customer and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all third party claims that the Services as provided by Eeedo infringe a copyright or misappropriates a trade secret of that third party. If the Software and/or the Services become, or, in Eeedo’s opinion are likely to become, the subject of such a claim, Eeedo shall have the right to (i) obtain for Customer the right to continue using the Software and the Services, (ii) replace or modify the Software and/or the Services so that they become non-infringing, or (iii) terminate the Services and the license granted hereunder to the Software and provide a pro rated refund to Customer of the fees paid for the Services for the portion of the Term remaining at the time of such termination. The foregoing states Eeedo’s entire liability and customer’s exclusive remedies for intellectual property rights infringement.

Eeedo will have no liability for any infringement claim to the extent it (i) is based on modification of the Services or Software by or at the direction of Customer or an Authorized Corporate User; (ii) results from failure of Customer to use an updated version of the Services or Software made available to Customer; (iii) is based on the combination or use of the Software or the Services with any other software, program or device not provided or specified by Eeedo if such infringement would not have arisen but for such use or combination or (iv) results from Customer’s operation of the Software or the Service in a manner that is inconsistent with its intended use.

12.3 Indemnity Mechanics. The foregoing indemnities are contingent on the indemnified party: (a) promptly notifying the indemnifying party of any claim; (b) permitting the indemnifying party to control and manage the defense of any claim (and any settlement); and (c) cooperating with the indemnifying party in the defense of any claim (and any settlement). All costs and expenses incurred by the indemnifying party in providing the foregoing indemnity shall be paid by the indemnifying party. Any indemnified party may join in defense with counsel of its choice at its own expense. The indemnifying party will not settle or resolve any such claim in a manner that imposes any liability or obligation on the indemnified party without the advance written approval of the indemnified party, which must not be unreasonably withheld or delayed.

  1. Confidentiality

Each party undertakes not to disclose to any third party any information, including Customer Data, obtained from the other party in connection with the Services or otherwise, as can be regarded as a trade or professional secret (“Confidential Information”), otherwise than to the extent necessary in order to perform the Services, negotiate this Agreement and provide suggestions or Ideas. Each party agrees that it shall use the same degree of care that it utilizes to protect its own confidential information of a similar nature to protect the secrecy of and avoid disclosure or use of Confidential Information in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. The confidentiality obligation does not apply to such information as the recipient can show has become known to it in a way other than through the Services or from the other party or to information that is in the public domain. Furthermore, confidential information may be disclosed insofar as such disclosure is necessary to allow a party to comply with applicable law, with a decision by a court of law or lawfully required by a public authority, but then only after first notifying the other party of the required disclosure, unless such disclosure is prohibited. The foregoing confidentiality obligation shall apply during the Term and for a period of three (3) years after the expiration of the Agreement

  1. Limitations of Liability

To the maximum extent permitted by applicable law, in no event shall Eeedo and Customer, their respective directors, employees or licensors be liable for any indirect, punitive, incidental, special, consequential or exemplary damages, including without limitation damages for loss of profits, goodwill use, data or other intangible losses, that result from the use of, or inability to use, this Service or any other aspect of this Agreement. Under no circumstances will Eeedo be responsible for any damage, loss or injury resulting from hacking, tampering or other unauthorized access or use of the service or your account or the information contained therein including but not limited to any breach of section 13.

Customer’s exclusive remedies for any interruption or cessation of access or transmission to or from the Service are limited to the service fees from the duration of the interruption. To the maximum extent permitted by applicable law, Eeedo assumes no liability or responsibility for (i) any personal injury or property damage, of any nature whatsoever, resulting from Customer’s or Authorized Corporate Users’ access to and use of the Services; (ii) any errors or omissions in, or any loss or damage incurred as a result of the use of, any materials posted, emailed, transmitted, or otherwise made available through the Service; (iii) damage caused by the posting, transmission or storage of Customer data submitted via Authorized Corporate User accounts, or (iv) the defamatory, offensive, or illegal conduct of any Authorized Corporate User or third party. In no event shall Eeedo, its directors, employees, or licensors be liable to Customer or its Authorized Corporate Users for any claims, proceedings, liabilities, obligations, damages, losses or costs in an amount exceeding the aggregate amount customer paid or payable to Eeedo hereunder during the 3 months preceding the claim.

This limitation of liability section applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if Eeedo has been advised of the possibility of such damage. The foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.

  1. Miscellaneous

15.1 Assignment. Customer may not delegate, assign or transfer the Agreement or any of its rights and obligations under the Agreement without Eeedo’s prior written consent, which shall not be unreasonably withheld or delayed, and any attempt to do so shall be void. A sale of substantially all the assets of Customer or a merger, re-organization, or change in control of fifty percent (50%) or more of the equity of Customer shall constitute an assignment for which Eeedo’s consent is required.

15.2 Notices. Notices to the parties shall be in writing and shall be sent to the respective addresses set forth in the Additional Terms of Contract, Attention: Legal, or such new address as a party specifies to the other by written notice.

15.3 Applicable Law; Venue. The Agreement will be interpreted, construed and enforced in all respects in accordance with the laws of Finland, without reference to its choice of law principles. Customer and Eeedo hereby consent to the exclusive jurisdiction and venue of the courts located in Tampere, Finland with respect to any claim arising under or by reason of the Agreement. The United Nations Convention on contracts for the International Sales of Goods shall not apply.

15.4 Entire Agreement. The Agreement is the complete and exclusive statement of the agreement between the parties and supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of the Agreement, including the online Eeedo Terms of Use Agreement with respect to Customer’s and its Authorized Corporate Users’ use of the Services, which is hereby terminated. Any terms and conditions of any purchase order or other instrument issued by Customer in connection with the Agreement which are in addition to, inconsistent with or different from the terms and conditions of the Agreement, including any confidentiality agreement to the extent it purports to cover any Customer Data or other information provided by Customer or Authorized Corporate Users in connection with this SA, shall be of no force or effect. The Agreement may be modified only by a written instrument duly executed by authorized representatives of the parties. Any waiver by either party of any condition, term or provision of the Agreement shall not be construed as a waiver of any other condition, term or provision. If any provision of the Agreement is held invalid or unenforceable, such provision shall be replaced with an enforceable provision with as similar import as is legally permissible and the remainder of the Agreement shall continue in full force and effect.

15.5 Counterparts. The Agreement may be executed in two or more counterparts, including execution evidenced by Customer’s “clicking” on the “submit” or “place order” button on Eeedo’s website in connection with the purchase of the Services, in which event Eeedo’s execution will be deemed to occur at the same time, each of which shall be deemed to be an original and each of which together shall constitute a single instrument.