TERMS OF SERVICE – MYVALLOX CLOUD – EFFECTIVE FROM 25.5.2018
The Service is made available by Vallox Oy, a company registered in Finland (business ID 0672350-9) with registered address at Myllykyläntie 9-11, 32200 Loimaa, Finland (“Vallox”). These Terms constitute a binding agreement between you and Vallox. A description of the Service and information on system requirements, functionalities and interoperability of the Service are available on the Website.
These Terms shall also apply to your use and installation of any possible applications or soft-ware relating to the Service, which may be downloaded by you from the Website or from third-party partner websites or platforms. Additional terms and conditions may apply to your use and installation of the applications.
1 REGISTRATION AND USE OF SERVICE
In order to access the Service, you will have to register to the Service and purchase a sub-scription to the Service (“Subscription”). Vallox may offer different types of Subscriptions containing different Service functionalities and amounts of user licenses as set out on the Website.
When registering to the Service, you must provide such registration and other information to Vallox as requested by Vallox from time to time. If you register as a company, association or any other legal entity you confirm that such entity and each person using the Subscription of such entity accepts these Terms. By registering a company or other legal entity, the repre-sentative registering the company personally represents and warrants that the information submitted is true, accurate and complete and that the person registering a legal entity is au-thorised to engage the entity into this agreement.
If you register as a private person, by agreeing to these Terms, you confirm that you are at least 18 years old. Any access to or use of the Service by anyone under 8 years old is ex-pressly prohibited. Children under 13 years or persons with reduced sensory, physical, or men-tal capabilities, or lack of knowledge and experience, that limit the safe operation of the unit can use the Service only under the supervision of a person responsible for their safety. By registering as a private person you also warrant that any registration information that you submit to us is true, accurate and complete.
It is your responsibility to keep your user name and password used for registering to the Ser-vice confidential. The user name and password are personal and may not be transferred or disclosed to any third party. You undertake to notify Vallox immediately of any known or sus-pected unauthorised disclosure or use of your user name and password. Until receipt of such notification by Vallox, you are responsible for all use of your user account.
1.2 Use of Service
Vallox hereby grants to you a personal, revocable, limited, non-exclusive and non-transferable right to use the Service during the term of this Agreement, subject to and limited by the type of your Subscription. All Intellectual Property Rights in and to the Service are and shall at all times remain the sole and exclusive property of Vallox and/or any relevant third parties. Nothing in this Agreement shall constitute a transfer of any Intellectual Property Rights of Val-lox or any third party to you. All rights not expressly granted to you herein shall be retained by Vallox. For the purposes of this Agreement “Intellectual Property Rights” shall mean copy-rights and other similar rights and related rights (including database and catalogue rights), patents, utility models, trademarks, trade secrets, know-how and any other form of registered or unregistered intellectual property rights as well as any applications for any of the foregoing.
You understand that Vallox is continuously developing the features and the functionality of the Service. Vallox may, from time to time, under its sole discretion, modify and update the Ser-vice or a part thereof and may cease to provide the Service in whole or in part. The Service may also be temporarily unavailable for maintenance or other reasons.
You understand that Vallox shall reserve the right to suspend your access to and/or use of the Service to the extent that Vallox determines such suspension necessary to comply with appli-cable law or to prevent significant harm to any user or the Service; provided further, however, that in such event, Vallox shall only suspend that portion of the Service causing such violation and/or harm.
You are responsible for obtaining the equipment, connections and software required for using the Service. If changes in the Service made by Vallox require changes in your equipment, connections or software, you are responsible for making such changes at your own expense and your own risk.
2 PROHIBITED USE OF SERVICE
You agree to use the Service only pursuant to these Terms and in compliance with any and all applicable laws and regulations.
You agree not to, and agree not to authorize any third party to:
- (A) engage in any illegal or unauthorised conduct on or through the Service or to any practice that reflects poorly on Vallox or the Service or otherwise disparages or devalues reputation or goodwill of Vallox;
- (B) distribute in any medium any part of the Service without prior written authoriza-tion of Vallox, unless Vallox makes available the means for such distribution through functionality offered by the Service;
- (C) reproduce, modify, translate, distribute, sublicense, or create derivative works based on any part of the Service;
- (D) access the Content through any technology or means other than the website of the Service and other such means as may be explicitly authorized by Vallox from time to time;
- (E) reverse engineer, decompile, hack or disassemble the Service, except as express-ly permitted by law;
- (F) use or launch any automated system, including without limitation, "robots," "spi-ders," or "offline readers," in connection with the Service;
- (G) collect or harvest any personally identifiable information, including account names; or
- (H) create a new Vallox account to use the Service after Vallox has terminated the Agreement with you as a result of your breach of these Terms.
3 CUSTOMER DATA
You shall be solely responsible for the content you upload to the Service (“User Content”). You warrant that you own or have the necessary licenses, rights, consents, and permissions to up-load your User Content to the Service and that the User Content does not violate applicable law or the intellectual property rights of others. You agree not to submit to the Service, or transmit to other users of the Service, any defamatory, inaccurate, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, racially offensive, or illegal material.
For sake of clarity, you retain all of your ownership rights in your User Content. However, by submitting User Content to the Service, you grant Vallox a worldwide, non-exclusive, royalty-free, sublicenseable and transferable license to use the User Content in connection with the Service including but not limited to promotional use of the Service.
Vallox does not monitor or review the User Content, but reserves the right to remove any User Content for any reason, including but not limited to User Content that violates these Terms.
In case the User Content contains any personal data of third parties to the Service, you (or the entity you represent) act as data controller of such personal data as appropriate.
Vallox disclaims any responsibility for the backup and/or retention of any User Content trans-mitted to the Service.
4 FEES AND PAYMENT
The fees applicable to using the Service are made available at the Website. Fees may vary in different territories and for different customers and Subscriptions.
Vallox may change the fees charged for the Subscriptions from time to time and will notify such changes to you in advance. By continuing to use the Service after such price change, you accept the amended subscription fees.
5 WARRANTY DISCLAIMER
VALLOX MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE OF THE SUITABILITY FOR YOUR PURPOSES OF THE SERVICE OR CONTENT YOU MAY RETRIEVE BY OR THROUGH THE SERVICE, THAT THE USE OF THE SERVICE SHALL BE SECURE, UNINTERRUPTED OR ER-ROR-FREE, OR THAT THE SERVICE SHALL FUNCTION PROPERLY IN COMBINATION WITH ANY THIRD PARTY TECHNOLOGY, HARDWARE, SOFTWARE, SYSTEMS OR DATA. THE SERVICE AND ANY CONTENT RETRIEVED BY OR THROUGH THE SERVICE ARE PROVIDED “AS IS" AND ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLI-CABLE LAW.
THE SERVICE MAY BE SUBJECT TO INTERRUPTION, LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF INTERNET APPLICATIONS AND ELECTRONIC COMMU-NICATIONS AND VALLOX IS NOT RESPONSIBLE FOR ANY SUCH DELAYS, MISDELIVERY, UN-TIMELY DELIVERY, DELIVERY FAILURES, OR ANY OTHER DAMAGE RESULTING FROM EVENTS BEYOND REASONABLE CONTROL OF VALLOX. YOU UNDERSTAND AND AGREE THAT ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS IN THE DOWNLOAD OF SUCH CONTENT OR OTHER MATERIAL.
DEPENDING ON YOUR COUNTRY OF DOMICILE, THIS SECTION MAY NOT APPLY TO YOU. THIS SECTION DOES NOT LIMIT STATUTORY LIABILITY OF VALLOX FOR DEFECTS IN THE SERVICE OR DELAYS IN DELIVERING THE SERVICE OR YOUR STATUTORY REMEDIES FOR SUCH DEFECTS OR DELAYS UNDER ANY APPLICABLE MANDATORY CONSUMER PROTECTION LAWS.
6 LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL VALLOX OR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS OR LICEN-SORS BE LIABLE TO YOU OR ANY THIRD PARTY IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY FOR ANY DAMAGES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCI-DENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, WHETHER OR NOT VALLOX KNEW OF OR OUGHT TO HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
DEPENDING ON YOUR COUNTRY OF DOMICILE, THIS SECTION MAY NOT APPLY TO YOU. THIS SECTION DOES NOT LIMIT YOUR STATUTORY RIGHTS AS A CONSUMER TO CLAIM DAMAGES FOR DEFECTS IN THE SERVICE OR DELAYS IN DELIVERING THE SERVICE UNDER ANY APPLICABLE MANDATORY CONSUMER PROTECTION LAWS.
You agree to defend, indemnify and hold harmless Vallox, its subsidiaries, affiliates, officers, directors, employees, agents, partners and licensors 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) your use of and access to the Service; (ii) your violation of any term of these Terms; (iii) your violation of any third party right, including without limi-tation any copyright, property, or privacy right; or (iv) any claim that one of your User Con-tent caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the Service.
Vallox is a provider of information society service that consist of the storage of information provided by a recipient of the Service, i.e. a hosting service provider, as meant in Directive 2000/31/EC and its national implementations. As a company domiciled in Finland Vallox abides by the Finnish law and addresses notices regarding infringing and illegal material in accordance with these Terms and the provisions of Finnish law.
Vallox has set-up a process for notifications to Vallox concerning alleged infringing or illegal material in the Service. When a valid notification is received Vallox responds under this pro-cess by taking down the infringing or illegal material. Vallox may take reasonable steps to contact the owner of the removed material to provide an opportunity for a counter-notification to be filed. On receiving a valid counter-notification, Vallox may restore the material in ques-tion.
A notification concerning infringing or illegal material must be sent via email to firstname.lastname@example.org or by sending letter to our office located at: Myllykyläntie 9-11, 32200 Loimaa, Finland. The notice has to contain the following information:
- your name and contact information;
- an itemisation of the material, for which prevention of access is request-ed, and details of the location of the material;
- you confirmation that the material which the request concerns is, in your sincere opinion, illegally accessible in the communication network;
- information concerning the fact that you have in vain submitted your re-quest to the content producer or that the content producer could not be identified;
- your confirmation that you are the holder of copyright or neighbouring right or entitled to act on behalf of the holder of the right; and
- your signature.
You acknowledge that if you fail to comply with all of the above requirements your notice may not be valid. Please note that in case you give false information in the notice, you may be liable to compensate the damage caused.
If you believe that your content that was removed (or to which access was disabled) is not infringing or illegal, or that you have the authorization from the rights owner to use the con-tent in the manner that is claimed to be infringing, you may send a counter-notice containing the following information to the notifying party identified in the notice referred to above:
- your name and contact information;
- the facts and other reasons under which prevention is considered ground-less;
- an itemisation of the material for which prevention is considered ground-less; and
- your signature.
Send a copy of the counter-notice to Vallox using the contact details provided above in this section. Please note that in case you give false information in the counter-notice, you may be liable to compensate the damage caused.
9 TERM AND TERMINATION
These terms and conditions come into effect when you accept them and they are in force until further notice. Vallox may terminate this Agreement at any time with a one month prior notice. You may cancel your Subscription at any time, and You will continue to have access to the Subscription through the end of your billing period whereupon the Agreement will be terminated. You will not be refunded any payments you have made prior to termination for the use of Service.
For consumers in the EU: By purchasing a Subscription, you give your consent to the immedi-ate digital delivery of the Service to you by Vallox. Upon your purchase of Subscription of the Service you lose your right as a consumer to withdraw from the Agreement after 14 days and therefore your purchase of a Subscription cannot be withdrawn by you after 14 days from your purchase.
10.1 Nothing in these Terms limit the rights that belong to you according to applica-ble and compelling legislation. Links to Third Party Websites
The Service may contain links to websites owned and/or operated by third parties. Such links are provided for informational purposes only. Vallox is not responsible for any such third-party and does not have control over any materials made available therein. By accessing a third-party website you accept that Vallox does not exercise any control over such websites. Vallox has no responsibility for such third-party websites. Vallox encourages you to familiarize your-self with the terms of service applicable to any third-party website you may access.
10.2 Governing law and dispute resolution
These Terms shall be governed by and construed under the laws of Finland, exclusive of its choice of law rules. All disputes arising in connection with these Terms which are not amicably settled by the parties shall be finally settled under the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with said Rules. Arbitration shall take place in Helsinki, Finland, and shall be in English language. Each party must provide at least thirty (30) days prior written notice before instituting this arbitra-tion provision.
For Consumers in the EU: You also have the right to take the matter to a national consumer dispute resolution body. Check for your local dispute resolution body at https://ec.europa.eu/consumers/odr/main/index.cfm?event=main.adr.show. You may also use the Online Dispute Resolution platform available at http://ec.europa.eu/odr.
YOU AND VALLOX AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AC-CRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
10.3 Force Majeure.
A party shall not be deemed to be in breach of this Agreement as long as its failure to per-form any of its obligations hereunder is caused solely by labour disturbance, fire, act of war or nature, information network or telecommunication network malfunction, government order or any other, similar cause beyond the party’s reasonable control. If such event persists for over one (1) month, a party may terminate this Agreement immediately upon written notice to the other party.
Unless expressly agreed otherwise herein, neither this Agreement, nor any interest hereunder shall be assignable by either party without the prior written consent of the other party. Not-withstanding the foregoing, Vallox shall be entitled to assign and transfer this Agreement as a part of a sale of its business operations pertaining to this Agreement or a part thereof.
Vallox may from time to time amend these Terms due to changes in the Service, service pro-duction or regulatory requirements. Changes to these Terms will be notified to you in the Ser-vice or by email at least one (1) month before the changes come into effect. By continuing the use of the Service after the aforementioned amendments have come into effect, you ac-cept the updated Terms. Vallox may amend or change, modify or withdraw access to the Ser-vice or its content at any time with or without notice. Vallox has posted above the effective date of this version of these Terms for your reference. Entire Agreement
These Terms, any applicable additional terms included in the Service, and any documents ex-pressly incorporated by reference herein, contain the entire understanding of you and Vallox, and supersede all prior understandings of the parties hereto relating to the subject matter hereof.
10.6 Waiver and Severability
Failure of Vallox to exercise any rights under these Terms shall not constitute or be deemed a waiver or forfeiture of such rights or a waiver or forfeiture of such rights in the future. If any term or provision of this Agreement is held to be illegal or unenforceable, the validity of the remainder of this Agreement shall not be affected.
10.7 Contact information
Should you have any questions or complaints, you may contact Vallox at email@example.com or via letter at Myllykyläntie 9-11, 32200 Loimaa, Finland.