General Terms And Conditions For kicker.cloud

1 GENERAL

1.1 These terms and conditions (the ‘Terms’) govern your company’s (the ‘Company’ or ‘You’) use of the Product (as defined in Section 2 below) provided as a service delivered via data network and licensed by boolean projects Oy (‘boolean’). You and boolean are hereinafter referred to as the ‘Parties’ and separately as a ‘Party’.

1.2 These Terms and the Order Form or Piloting Agreement constitute a binding agreement(‘Agreement’) between You and boolean.

2 THE USE OF THE PRODUCT

2.1 Product description. Boolean provides companies with the right to use of the kicker.cloud-platform (the ‘Product’) for managing projects and transactions.

2.2 License. Boolean grants to the Company a personal, limited, revocable, non-exclusive, non-transferable, non-sublicensable, non-assignable right and license to access and use the Product solely for Your internal business operations, subject to the provisions of these Terms. The Product is licensed, not sold.

2.3 Third Party Content. The Product may include data, reports, text, images, sound, video, code, insights, any other content, that are obtained or derived from third party sources outside of the Product that You may access through, within, or in conjunction with Your use of the Product ('Third Party Content’).

2.4 Restricted use of the Product. The Company shall ensure that the Company uses Product, including Third Party Content, in accordance with these Terms. The Company accepts responsibility for its use of the Product. The Company will not, except as may be allowed by applicable mandatory law:

(a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, re-publish, download, display, transmit, or distribute all or any portion of the Product in any form or media or by any means (save that the Company shall be entitled to download or display parts of the Product to the extent this is necessary for the Product’s normal operation); or

(b) attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form the Product’s source code or other source materials or any part thereof;

(c) reproduce, license, sell, rent, lease, outsource any portion of the Product;

(d) access all or any part of the Product to build a product or service which competes with the Product; or

(e) use the Product in any manner that is harmful, defamatory, obscene, libelous, or otherwise violates the rights of another, including by transmitting viruses or other malicious code or using the Product to spam others.

2.5 Responsibilities of the Company. The Company and its users shall comply with applicable laws and regulations. The Company shall ensure that its users keep a secure password for their use of the Product and that they will keep the user credentials confidential.

2.6 Right to disable access. Boolean may in its sole discretion without liability to the Company, disable the Company’s access to the Product in the event the Company fails to use the Product in compliance with these Terms or in a way that boolean, in its sole discretion, decides may adversely impact the Product.

2.7 Best efforts. Boolean will use reasonable efforts to provide the Product without disruptions. Boolean does not, however, represent or warrant that use of the Product will be uninterrupted or error-free. Boolean is entitled to effect both planned and unscheduled maintenance breaks.

3 INTELLECTUAL PROPERTY RIGHTS

3.1 Boolean’s property. All intellectual property rights, including but not limited to copyrights (including the right to transfer the copyrights and the right to alter the works protected by the copyright), patents, utility models, registered or unregistered designs, trademarks, trade secrets and know-how, and other intellectual property rights, whether or not capable of registration, and applications of any of the foregoing, and title in the Product shall be the exclusive property of boolean and/or its licensors. Any rights not expressly granted herein are reserved by boolean.

3.2 Company’s property. The Company represents and warrants that it has all necessary rights to the content provided by the Company and processed in the Product (the ‘Content’). All intellectual property rights and title in the Content shall be the exclusive property of the Company and/or its licensors. Boolean undertakes to maintain standard industry practices that are designed to keep the Content confidential.

3.3 Right to suggestions. In the event the Company submits suggestions, improvements or feedback about the Product or to boolean, the Company will grant boolean a perpetual, irrevocable, royalty-free, worldwide, transferable, sublicensable exclusive right and license to all intellectual property rights, other rights, title, and interest in and to such suggestions, improvements or feedback. Boolean will be entitled to use such suggestions, improvements or feedback without restrictions for any purpose and without compensation to the Company.

3.4 Right to compile Analyses. Boolean may compile statistical and other aggregate data related to system activity and performance, operation and use of the Product to create statistical analyses, and for research and development purposes (jointly as ‘Analyses’). Boolean may make Analyses publicly available, however, Analyses will not incorporate any of the Content or confidential information in a form that could serve to identify the Company, and Analyses do not constitute personal data as the data is anonymized. Boolean retains all intellectual property rights in Analyses.

4 CONFIDENTIALITY

4.1 Confidential information. Each Party shall keep confidential all material or information that they have received from the other Party during the term of the Agreement and that should be understood to be confidential. Such material or information must not be used for any other purposes than using or providing.

4.2 Limitations to confidentiality. The confidentiality doesn’t concern information that:

(a) is generally available or otherwise public;

(b) the receiving Party has received from a third party without any obligation of confidentiality;

(c) was in the possession of the receiving Party before it received the information from the other Party;

(d) has no obligation of confidentiality related thereto;

(e) which the receiving Party has independently developed without using material or information received from the other Party;

(f) which the receiving Party is required to provide due to law or regulation by the authorities.

4.3 Survival of terms. The rights and responsibilities regarding confidentiality will survive the termination of these Terms for five (5) years.

5 PROCESSING OF PERSONAL DATA

5.1 Scope. When using the Product the Company may upload material consisting of personal data in accordance with the EU General Data Protection Regulation (2016/679; the ‘GDPR’) (‘Personal Data’). Boolean processes this Personal Data as a data processor on behalf of the Company. When boolean processes personal data as a data processor on behalf of the Company these terms in Section 5 shall apply. Boolean only processes the Personal Data to provide the Product as agreed. The terms of Section 5 do not apply to the processing of personal data boolean does as an independent data controller, e.g., in billing-related communications, or in similar contexts.

5.2 Responsibilities of the Company. The Company as the data controller is responsible for defining the purposes for which the Personal Data is processed, for ensuring that there is a lawful basis for the processing, and for informing the processing of the Personal Data, in accordance with the GDPR.

5.3 Boolean’s responsibilities. Boolean will, considering the nature of the processing, reasonably assist the Company in carrying out data subject rights under the GDPR, e.g., by providing information necessary to respond to data subject access requests or information necessary to prepare documentation required by applicable legislation. At the Company’s request, boolean will provide the Company with all information reasonably necessary to ensure that boolean has complied with its obligations under the GDPR in respect of the processing of Personal Data.

5.4 Return or deletion of personal data. Upon the termination of this Agreement for any reason, boolean will either return and/or delete the Personal Data unless otherwise provided by law.

5.5 Personal Data breaches. In the event of a personal data breach as defined in the GDPR, boolean shall without undue delay after becoming aware of the breach, notify the Company in writing and provide the Company with details of the breach.

5.6 Security requirements. Boolean shall take appropriate technical, physical and organisational measures required by the GDPR to ensure a high level of security for the processing of the Personal Data and to protect the Personal Data. In assessing the level of security necessary, the Processor shall take into account the state of the art, the costs involved, the scope and nature of the Personal Data, the risks associated with the processing, and other relevant factors.

5.7 Audits. In the situations required by the GDPR, boolean will allow the Company, or a third party designated by the Company (that shall not however, be a competitor of boolean), to carry out such an audit or inspection as is reasonably necessary to ensure that boolean complies with this Section 5. Boolean will for its part contribute to the proper conduct of the audit. The Company may exercise its right to conduct an audit by notifying boolean in writing at least thirty (30) days before the audit is to take place. The Company shall ensure that all information obtained by the Company or its auditor in connection with the audit is kept confidential (unless otherwise required by law). The Company shall ensure that the audit or inspection is undertaken during normal business hours, with minimal disruption to boolean’s business. The Company shall bear the costs of the audits.

5.8 Use of sub-processors. Boolean may use sub-processors when providing the Product. Boolean currently uses the following sub-processors: Amazon Web Services, Inc.

5.9 Changes in sub-processors. Boolean shall inform the Company of any intended changes concerning the addition or replacement of other sub-processors and reserve the Company fourteen (14) days to object to such changes for legitimate reasons, before implementing the change. If the Company does not accept the change or addition of a sub-processor, boolean may terminate this Agreement with immediate effect. Boolean is liable for its sub-processors’ processing of the Personal Data as for its own.

5.10 Transfer of Personal Data to third countries. Some of boolean’s sub-processors are located outside the EU or EEA. Boolean ensures a high level of protection for the transfers of Personal Data outside the EU or EEA by including, in an appropriate manner, in the relevant agreements standard clauses for international data transfers set out in EU Commission Implementing Decision 2021/914 or by another other appropriate safeguards.

6 NO WARRANTIES

6.1 Product descriptions. The Product is provided as described in, and subject to, these Terms and boolean’s then-current product description.

6.2 No warranties. The Product is provided on an ‘as is’ and ‘as available’ basis and boolean makes no representations or warranties of any kind, whether express, implied, statutory or otherwise, including any implied warranties of merchantability, title, fitness for a particular purpose, non-infringement and any warranties arising from a course of dealing, usage or trade practice. Boolean is not responsible for the accuracy or completeness of Third Party Content.

7 LIMITATION OF LIABILITY

7.1 No liability. Boolean shall not be liable for any damages, direct or indirect, caused to You by Your use and evaluation of the Product.

7.2 No liability for indirect damages. In no event will the Company or boolean, its licensors or its affiliates be liable, whether in contract, tort (including negligence) or otherwise, for any indirect, incidental or consequential or punitive damages (including lost savings, profit or business interruption) even if notified in advance of such possibility, arising out of or pertaining to the subject matter of this agreement however caused or on any theory of liability.

8 TERM AND TERMINATION

8.1 Term. This Agreement is effective during the term agreed on the Order Form or Piloting Agreement. The Agreement may be terminated at any time by either Party with fourteen (14) days’ prior written notice, unless agreed otherwise on the Order Form or Piloting Agreement.

8.2 Termination with immediate effect. Boolean may terminate this Agreement and deny access to the Product with immediate effect if:

(a) the Company uses the Product in breach of these Terms;

(b) the Company has not paid a due and correct payment within 30 days of a written overdue payment reminder; or

(c) the Company becomes bankrupt or insolvent, or goes into liquidation.

8.3 Results of termination. As of the termination date:

(a) all rights to use the Product under these Terms shall terminate immediately;

(b) boolean will disable the Company’s access to the Product;

(c) each Party shall destroy and make no further use of any confidential material of the other Party and other proprietary material of the other Party; and

(d) boolean shall store the Content in its possession for a period of fourteen (14) calendar days from the termination date during which time period the Company may retrieve any Content. After the said fourteen (14) calendar days boolean will permanently erase all Content stored in the Product. For purposes herein, ‘permanently erased’ means the Company data has been completely overwritten and is unrecoverable.

9 CHANGE OF TERMS

9.1 Boolean reserves the right to modify the terms of this Agreement, at any time, by issuing a notification at least fourteen (14) calendar days prior to the effective date of such change. Your continued access or use of the Product shall be deemed as your acceptance of these changes. If you disagree with the changes to the terms of this Agreement, your sole and exclusive remedy is to cease the use of the Product and terminate this Agreement. Your continued use of the Product after the effective date of any change to the Agreement will be deemed to be Your acceptance of the modified Agreement.

10 GOVERNINGLAW AND DISPUTE RESOLUTION

10.1 This Agreement and the use of the Product hereunder is governed by the laws of Finland without giving effect to any rules or principles on the conflict of laws. 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 seat of arbitration is Helsinki, Finland. The number of arbitrators is one (1). The language of the proceedings is English.

11 MISCELLANEOUS

11.1 Right to use references. The Company grants boolean the right to publish the Company’s name and use it as a reference when marketing the Product.

11.2 No agency. The Parties will act solely as independent contractors. These Terms shall not be construed as creating an agency, partnership, joint venture, fiduciary duty, or any other form of legal association between boolean and the Company.

11.3 Entire Agreement. This Agreement constitutes the entire agreement of the Parties relating to the subject matter addressed in this Agreement. This Agreement supersedes all prior communications, contracts, or agreements between the Parties with respect to the subject matter addressed in this Agreement, whether oral or written.

11.4 No assignment. You may not assign the Agreement or any of the rights or obligations under the Agreement to a third party without boolean’s prior written consent.

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