Flashnode Terms & Conditions
Last updated: 8.5.2018.
These terms & conditions govern the use of the software integration service “Flashnode” and related services provided by Flashnode Oy. By signing or otherwise accepting an Order or by accepting this Agreement as part of the sign up procedure of the Flashnode Services (e.g. by clicking “I agree”), or by accessing the Flashnode Services, you accept the terms and conditions of this Agreement and agree to abide by them.
As used in this Agreement, the following capitalized terms shall have the meaning set out below.
“Agreement” means these Flashnode Terms & Conditions and any Orders executed between the Parties.
“Customer” shall mean the entity or person having ordered the Flashnode Services hereunder.
“Customer Data” shall mean all Customer’s data that a User or another Party acting on the Customer’s behalf generates in or submits to the Flashnode Solution.
“Flashnode” shall mean Flashnode Oy (business ID 2595486-3).
“Flashnode Solution” means the Flashnode proprietary SaaS integration software service “Flashnode” which is generally provided to the customers of Flashnode, as well as any associated software provided to the Customer by Flashnode. Unless otherwise agreed, the Flashnode Solution is offered as a software as a service as described on the Flashnode Website.
“Flashnode Services” means the Flashnode Solution as well as any additional setup/training and other services provided by Flashnode, as described from time to time on the Flashnode Website.
“Flashnode Website” means the website of Flashnode, www.flashnode.com.
“Error” means any material failure in the Flashnode Services to conform substantially, subject to the system requirements communicated to the Customer, to the material specifications of the relevant published version of the Flashnode Services as set out in the service description at the Flashnode Website from time to time when used for the purposes set out on the Flashnode Website.
“Free Version” means any versions of the Flashnode Solution from time to time available to Customers for trial and other use free of charge.
“Intellectual Property Rights” shall mean copyrights and related rights (including database and catalogue rights and photography rights), patents, utility models, design rights, trademarks, tradenames, trade secrets, know-how and any other form of registered or unregistered intellectual property rights.
“Order” shall mean an executed written or electronic order or offer for the subscription of Flashnode Services, including orders made on the Flashnode Website.
“Party” shall mean Customer or Flashnode (jointly the “Parties”).
“Service Fees” shall mean the fees charged by Flashnode from time to time from Customers as agreed between Flashnode and Customer or as communicated on the Flashnode Website.
“Subscription Period” shall mean, unless otherwise set out on the Order, the prepaid fixed term during which the Customer is entitled to use the Flashnode Solution as set out in the Order.
“Users” shall mean those employees or contractors of Customer who are entitled to use the Flashnode Solution under this Agreement.
2.1 License grant
Subject to the terms and conditions of this Agreement and the due payment of the Service Fees, Flashnode hereby grants to the Customer and the Customer hereby accepts a limited, non-exclusive, non-transferable, and non-sublicensable right to the Customer to access the Flashnode Solution during the term of this Agreement.
The Customer may use the Flashnode Solution only and strictly in accordance with the terms of the Agreement, only for the internal purposes of the Customer.
Flashnode shall have the right to deny the Customer's access to the Flashnode Services without any prior notice to the Customer, if Flashnode suspects that the Customer uses the Flashnode Services in violation of the terms of this Agreement.
2.2 Usage restrictions
The Customer and the Users are not permitted and not entitled to permit others to do any of the following:
2.3 General obligations of Customer
The Customer is responsible for acquiring any and all network connections and all technical equipment required for using the Flashnode Services and is liable for any costs thereof.
The Customer agrees that it shall indemnify and hold Flashnode harmless from and against any and all liabilities, losses, damages, costs, and expenses (including reasonable legal fees and expenses) associated with any claim or action brought against Flashnode that may arise from the Customer's use of the Flashnode Solutions in breach of this Agreement, including claims that the Customer Data infringes the Intellectual Property Rights of third parties.
3.1 Registration and sign-up
The person signing or otherwise accepting the Agreement represents that it has the authority to bind the organization indicated on the Order to the Agreement.
The Customer shall ensure that all details provided regarding the Customer’s contact information, billing information and credit card information, where applicable, are correct and undertakes to update such information as soon as possible in case such information has changed.
3.2 Security and unauthorized use
The Customer shall use all reasonable endeavours to prevent unauthorized access to, or use of, the Flashnode Services. The Customer shall ensure that a possible user name, passwords, and equivalent information obtained by the Customer in conjunction with registration to certain parts of the Flashnode Services (such as dashboards and user portals) are kept confidential and stored and used in a secure manner and cannot be accessed or used by third parties.
Where it is suspected that any unauthorized person has become aware of a user name and/or password, the Customer shall immediately inform Flashnode thereof and change such user name and/or password.
The Customer shall be liable for any use of the Flashnode Solution with the user names and/or passwords of the Customer.
4.1 Rights to Customer Data
The Intellectual Property Rights and the title to the Customer Data shall belong to the Customer.
Flashnode and its subcontractors (subject to applicable data protection laws) may use, copy, store, and modify Customer Data during the term of this Agreement for the purposes of providing the Flashnode Services and managing the customer relationship between Flashnode and Customer as well as analyzing the use of the Flashnode Services. Such right shall be non-exclusive, royalty-free and worldwide.
Flashnode shall have the right to generate anonymous usage and other data from and by using the Customer Data. The Customer grants Flashnode and its subcontractors a perpetual, non-exclusive, worldwide, royalty-free, transferable and sublicensable license to use, modify, copy, publish, and store such anonymous data for any business or other purpose of Flashnode, including for the purposes of developing existing or new services and analyzing the use of the Flashnode Services. For clarity, anonymous data shall not in any event be used in a manner that identifies the Customer or any natural person. Such license shall survive the expiry or termination of this Agreement.
Flashnode shall not be used as a storage service. Customer shall be solely responsible for storing appropriate backup copies of the Customer Data.
4.2 Liability for Customer Data
The Customer shall be responsible for its Customer Data and shall be liable for ensuring that Customer Data does not infringe any third party rights nor in any other manner violates applicable legislation, and that the Customer and Users possess such necessary licences and permissions from third parties as may be required in order to process the Customer Data/use the Flashnode Services.
5.1 Personal data collected by Flashnode
5.2 Processing of Customer Data
To the extent the Customer Data contains personal data, Customer acts as data controller under applicable data protection laws and Flashnode processes such personal data on behalf of Customer as data processor. In case Flashnode processes personal data on behalf of Customer:
Flashnode shall have the right to schedule regular maintenance work of the Flashnode Solution during which time the Flashnode Solution may be temporarily unavailable.
Flashnode shall at all times have the right to temporarily suspend the provision of the Flashnode Solution during such office hours in accordance with the following, without any obligation to compensate any damages or service level failures to the Customer:
If Flashnode suspends the Flashnode Services for the above reasons, it shall inform the Customer of the suspension and the duration of the estimated suspension in advance or, if this is not reasonably possible, without delay after Flashnode has learned of such matter.
The Customer acknowledges that interruptions to the availability of the Flashnode Services may also occur, for example, in the event of data connection or network disruptions or in case of interruptions in third-party services connected or integrated to Flashnode. Flashnode shall in no event be liable for such interruptions.
7.2 Changes in Flashnode Services
Flashnode may under its sole discretion at any time modify and update the Flashnode Services or a part thereof and may cease to provide the same. Flashnode reserves the right to implement new versions of the Flashnode Solution.
The Parties may agree on the provision of other Flashnode Services against Service Fees set out on the Flashnode Website / agreed separately between Flashnode and Customer by concluding a separate Order for such Flashnode Services. Other Flashnode Services may include set-up/training services as described on the Flashnode Website from time to time.
Flashnode provides customer support as described on the Flashnode Website from time to time.
Enquiries and/or Error notices must be submitted to Flashnode’s customer support as set out on the Flashnode Website.
In return for Customer’s use of the Flashnode Services, the Customer shall pay the Service Fees to Flashnode applicable to the Subscription Period as set out on the Flashnode Website or as separately agreed between Customer and Flashnode.
The Customer may upgrade its version of the Flashnode Solution at any time during a Subscription Period. Flashnode shall promptly charge any applicable Service Fees from Customer resulting from such upgrade. Downgrades of the Flashnode Solution shall enter into force after the expiry of the Subscription Period during which the downgrade was made.
All prices are exclusive of VAT and any other applicable taxes or fees imposed by public authorities from time to time. Such taxes and fees shall be added to the prices and be borne by the Customer.
All payments made in accordance with this Agreement are non-refundable. For clarity, in the event of early termination during a Subscription Period, the Customer shall not be entitled to a refund of any prepaid fees.
Payment for each Subscription Period shall be made in advance. Payment shall be made by the Customer against invoice issued by Flashnode, or through the use of a credit card by using a payment service provided by a third party service provider.
Notices relating to invoices or payments hereunder shall be given in writing within seven (7) days from the date of receipt of the relevant invoice.
Interest on overdue payments shall be payable according to the Finnish Interest Act. The Customer shall be responsible for the reasonable costs incurred by Flashnode when collecting overdue fees.
Without prejudice to its other rights, Flashnode may temporarily disable the Customer’s and the Users’ access to the Flashnode Solution in the event the Customer has overdue payments in excess of 30 days.
Flashnode shall be entitled to adjust the fees and charges of the Flashnode Services at any time by 30 days prior notice. The change shall not affect the fees and charges for Subscription Periods commenced before the effective date of the change.
Either Party shall not disclose to third parties any material or information received from the other Party and marked as confidential or which should be understood to be confidential, and shall not use such material or information for any other purposes than those stated in this Agreement.
The confidentiality obligation shall, however, not be applied to material and information, (a) which is generally available or otherwise public; or (b) which the Party has received from a third party without any obligation of confidentiality as verifie by the written records of such Party; or (c) which a Party has independently developed without using material or information received from the other Party as verified by the written records of such Party; (d) which a Party is obligated to disclose due to applicable mandatory laws, public authority regulations or court orders. In case of disclosure due to (d), the Party much promptly inform the other Party of such disclosure.
The rights and responsibilities under this Section 10 shall survive the expiry or termination of this Agreement for a period of 5 years.
All Intellectual Property Rights in or related to the Flashnode Services and thereto related documentation and all parts and copies thereof shall remain exclusively vested with and be the sole and exclusive property of Flashnode and/or its subcontractors/licensors.
Except as expressly stated herein, this Agreement does not grant the Customer any Intellectual Property Rights in the Flashnode Services and all rights not expressly granted hereunder are reserved by Flashnode and its subcontractors/licensors.
Flashnode agrees that, if notified promptly in writing of and given sole control of the defence and all related settlement negotiations and reasonable assistance from the Customer if necessary, it will defend the Customer against any claim that the Flashnode Solution infringes the Intellectual Property Rights of a third party.
Flashnode shall pay any resulting costs and damages finally settled or awarded by a court with respect to any such claims to the third party in question. At any time if Flashnode deems that any part of the Flashnode Solution infringes the Intellectual Property Rights of any third party, Flashnode has the right at its own expense to modify/replace the Flashnode Solution to eliminate the infringement or procure to Customer a right to use the Flashnode Solution. If this is not reasonably possible, Flashnode may terminate the Agreement.
Flashnode shall, however, not be liable for any infringement or claim thereof in the event the claim (i) is made by any affiliates of the Customer; (ii) resulted from the Customer’s or a Customer’s subcontractor’s/supplier’s use or modification of or addition to the Flashnode Services or by the materials provided by Customer to Flashnode (such as Customer Data); (iii) is due to the use of Flashnode Services in conjunction with any other third-party software for which Customer has not obtained Flashnode’s written approval; or (v) which could have been avoided by using a patch, upgrade or otherwise amended version of the Flashnode Services.
This section 12 contains Flashnode’s entire liability and Customer’s sole and exclusive remedy in case of Intellectual Property Rights infringements.
Flashnode shall be responsible for ensuring that the Flashnode Solution substantially, subject to the system requirements communicated on the Flashnode Website, conforms to the material specifications of the relevant published version of the Flashnode Solution as set out in the service description at the Flashnode Website from time to time when used for the purposes set out on the Flashnode Website.
Error notification must be given by the Customer in accordance with the instructions announced by Flashnode and within 14 days of the discovery of the defect.
Except as specifically provided for above, and to the extent permitted by applicable law, the Flashnode Services are provided "as is" without warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, or accuracy or reliability of results from use of the Flashnode Solution, that the Flashnode Solution will meet specific requirements, that the Flashnode Solution will be uninterrupted, completely secure, free of software errors, defects and failures.
Notwithstanding anything to the contrary, Free Versions of the Flashnode Services are provided strictly “as is”. In light of the fact that the Free Versions are provided free of charge, Flashnode disclaims all warranties, representations, and liabilities and Flashnode shall not be liable for damages of any kind related to the Customer’s or User’s use of the Free Versions.
To the maximum extent permitted by applicable law, Flashnode is not liable to Customer for any lost profits, or for indirect or consequential damages. Flashnode's total aggregate liability under or in connection with this Agreement shall be limited to the average monthly fees paid by the Customer for the Flashnode Solution multiplied by 6.
These limitations of liability shall not apply in cases of intentional misconduct or gross negligence.
The Customer acknowledges that some interfaces or integration tools relating to the Flashnode Services may be provided by third parties and/or may have connections or links to third party service providers’ software or systems. Flashnode Integrations are built following security policies and practices of connected third parties and Flashnode shall not be liable for any resulting issues caused by them. Flashnode shall not, under any circumstances, be liable for the actions of such third parties or the parts of the interfaces or integration tools which are delivered, maintained or owned by third parties.
This Agreement shall enter into force as of the signature or acceptance of this Agreement. The Agreement shall remain in force for the term of the acquired Subscription Period, whereupon the Agreement shall automatically renew for an additional equally long Subscription Period at the list price in effect at the time of renewal, unless the Customer as given Flashnode a notice of nonrenewal prior to the expiry of the ongoing Subscription Period, upon which the cancellation will take effect the day after the last day of the current Subscription Period.
Flashnode may terminate the Agreement without cause at any moment, with a 3 months’ prior notice.
A Party may terminate this Agreement with immediate effect if the other Party substantially breaches the provisions of this Agreement and fails to correct the breach within 30 days of having received written notice of the breach.
Notwithstanding the foregoing, a subscription of a Free Version shall be in force until further notice and may be terminated at any time.
The provisions of this Agreement which by their nature reasonably should survive the
termination or other expiration of this Agreement/Subscription Period shall survive any expiration or termination of this Agreement/Subscription Period.
Any notice or other written communication to be given by the Customer under this Agreement shall be in English and sent by email to the following email address: firstname.lastname@example.org.
Any notice or other written communication to be given by Flashnode under this Agreement shall be in English and sent by email to the email address indicated in the Order.
If either Party is to change their respective contact details, the other Party shall be informed thereof in advance.
Flashnode shall be entitled to use subcontractors, including third party software suppliers, for the provision of the Flashnode Services. Flashnode shall be liable for the subcontractors’ work and services in the same manner as for its own work and services.
Customer agrees that Flashnode may use the Customer’s name and logo to identify the Customer as a customer of Flashnode on the Flashnode Website, and as part of a general list of Flashnode’s customers for use and reference in Flashnode’s promotional and marketing materials.
The Customer agrees to comply with any export restrictions in force in any jurisdiction that may be applied to the provision of the Flashnode Services hereunder.
This Agreement supersedes all prior agreements, arrangements, and understandings between the Parties relating to the subject matter hereof, and constitutes the entire agreement between the Parties relating to the subject matter hereof.
If any provision of this Agreement is declared by any judicial or other competent authority to be void, illegal or otherwise unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.
Headings used in this Agreement are for convenience only and do not alter the meaning or interpretation of any provision herein.
Flashnode shall be entitled to assign all or any of its rights or obligations hereunder in whole or part to an affiliate or successor or to a purchaser or acquirer of its business assets relating to the Flashnode Solution without the Customer’s prior consent.
The Customer shall not be entitled to assign any of its rights or obligations hereunder in whole or part without the prior written consent of Flashnode.
Flashnode is entitled to amend this Agreement by providing the Customer with at least 30 days prior notice. If the Customer does not accept the change made by Flashnode to this Agreement, the Customer has the right to terminate the Agreement by notifying Flashnode thereof in writing prior to the effective date of such change.
Both Parties shall be excused and shall not be responsible for any failure to comply with the terms of the Agreement due to causes beyond their control or the control of their suppliers, including but not limited to war, insurrection, riot or other civil disobedience, quarantine restriction, labour dispute except within either Party’s organisation, failure or delay in transportation, accidents, flood, earthquake, fire, storm or other act of God, act of any government or any agency thereof, judicial action or act.
Where a Party’s performance is prevented for a period in excess of 3 months due to an event as stated above, either Party shall be entitled to terminate the Agreement in writing without any obligation to pay compensation.
17.11.Applicable law and dispute resolution
This Agreement shall be governed by and construed in accordance with the laws of Finland, except for its provisions on choice of law.
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.
With respect to any violation by the Customer of any Intellectual Property Rights and/or confidential information of Flashnode and/or payment obligations against Flashnode under this Agreement, Flashnode shall have the right, at its sole discretion, to seek remedies in public courts within any relevant territory.