Frends Terms of Service

Version 1.0.5.1 - 21.11.2024

1 Scope

1.1 These Frends standard terms of service, including its appendices (“Agreement”) govern the use of the Frends Products by an entity identified in the Purchase Agreement, or any individual who opens an account or accesses the Frends Products (all referred to as “Customer”), and the provision of the Frends Products by Frends Technology (“Frends”) to Customer. The Agreement constitutes the entire agreement between Customer and Frends with respect to Customer’s use and Frends’ provision of the Frends Products.

1.2 By (i) accessing or using the Frends Products; or (ii) signing the Purchase Agreement, Customer acknowledges that Customer has read, understands, and agrees to be bound by this Agreement (including all terms and conditions specified or referenced herein).

1.3 Customer hereby also acknowledges that, in the event that any Frends standard products or standard services or third-party material, software or services is delivered to Customer pursuant to the Agreement, such standard products, standard services and third-party material, software or services shall be exclusively subject to the terms and conditions of the standard product or service or of the third-party in question.

1.4 The effective date of the Agreement (”Effective Date”) shall be the date on which Customer accepts this Agreement by one of the methods stipulated hereinabove.

2 Definitions

2.1 Affiliate means any natural or legal person which controls, is controlled by, or is under common control with a Party. For purposes of this definition, “control” means the aggregate ownership of more than fifty percent (50 %) of the beneficial interest, or the power to direct or cause the direction of management or policies of the entity.

2.2 Community Component means any components on the Frends Products, which are created by the user community of Frends Products, and which are identified as “community created”.

2.3 Customer Data means the data and materials owned or controlled by Customer and made available by Customer to Frends for the purposes of Frends being able to provide the Frends Products and/or in connection with Customer’s use of the Frends Products. Customer Data may also include personal data. “Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored, or otherwise processed.

2.4 Documentation means the description of the functionality and features of the Frends Products and all other materials made publicly available at https://docs.frends.com or within the Frends Products, including Service Descriptions. Frends may, at its sole discretion, update the Documentation from time to time during the term of the Agreement, provided that such updates shall not result in a material degradation of the functionality, performance, availability, security, or stability of the Frends Products. For the avoidance of doubt, unless explicitly otherwise stated elsewhere in the Agreement, the Documentation (including any information and materials contained therein) shall not be regarded as part of the Agreement.

2.5 Error means a material deviation of the Frends Products (excluding Documentation) from what has been set out in the Documentation due to the reason attributable to Frends.

2.6 Frends Products mean the Frends’ SaaS Solution, and Documentation that provides Customer with the capability to create, monitor and maintain enterprise grade integrations, API's, and automations.

2.7 Identifiers means the identifiers, passwords and usernames required for and related to the use of the Frends Products, the purpose of which is to identify the user of the Frends Products in a reliable manner.

2.8 Intellectual Property Rights mean patents (including utility models), design patents, and designs (whether capable of registration), chip topography rights and other like protection, copyright, trademark and any other form of statutory protection of any kind and applications for any of the foregoing respectively.

2.9 Non-paid Subscription means the time period following the expiry of the Trial Period during which Customer shall be able to access and use the Frends Products with limited features free of charge. The entry into force of the Non-paid Subscription shall be conditional upon Customer not having entered into a commercial agreement in relation to the use of the Frends Products with Frends nor Supplier and Frends not having prevented Customer from accessing said service.

2.10 Party means either Frends or Customer and Parties mean Frends and Customer together.

2.11 Personnel means the authorized users of the Frends Products of Customer, who shall be limited to Customer’s employees, agents, and consultants the work contribution of whom is necessary for Customer’s own internal business operations. Customer shall be responsible and liable for the use of the Frends Products by its Personnel as for its own.

2.12 Purchase Agreement means written or electronic document entered into between Customer and Supplier or Customer and Frends pursuant to which Customer has purchased access to the Frends Products and to which this Agreement has been attached to as an appendix.

2.13 SaaS Solution means the provision of Frends standard software as a cloud-based service to Customer by Frends, related on-prem software components as well as any standard support provided by Frends to Customer in accordance with this Agreement.

2.14 Subscription means Customer’s subscription plan for the Frends Products as set forth in the Purchase Agreement.

2.15 Subscription Term means the term during which the Subscription shall be in effect.

2.16 Supplier means the authorized reseller of Frends Products. Supplier may also be deemed as Customer within the meaning set out in this Agreement, if it acts in a manner that fulfils the definition of Customer as described in Section 1.1.

2.17 Trial Period means a predetermined period of time defined in the Purchase Agreement during which Customer shall have the right to use the Frends Products with limited features as provided by Frends or otherwise described in the Purchase Agreement, solely for Customer's internal evaluation in a non-commercial environment and excluding any general production use.

3 General obligations of the parties

3.1 Customer Responsibilities

3.1.1 Customer acknowledges and agrees that:

3.1.2 Customer undertakes to perform the tasks of Customer in conformity with the Agreement with due care, professional skill and in timely manner. Customer agrees to perform the agreed measures and tasks as specified in the Agreement to meet and fulfil its respective obligations thereunder and agree to contribute under this Agreement with respect to any factors that are under its command or control or otherwise can be influenced by Customer. Customer undertakes to promptly make all decisions that are necessary for the performance of the Frends Products.

3.1.3 Customer shall ensure that its Personnel involved in the use and/or provision of the Frends Products duly fulfil their obligations and have the necessary skills to perform their tasks. Customer shall also ensure that the Frends Products are suitable for the Customer’s purpose of use and that they meet the Customer’s requirements for the services. Customer shall provide all necessary information and instructions in writing to Frends in order for Frends to perform its duties under this Agreement. Customer shall be responsible for the accuracy and adequacy of the information and instructions provided by Customer.

3.1.4 Customer’s and its Personnel’s use of the Frends Products is dependent upon Customer maintaining access to telecommunications, internet services and other Customer controlled hardware and/or infrastructure at its own cost and expense. Customer shall also be responsible at its own cost for obtaining and maintaining necessary test and other environments, data connections, equipment, software, systems, applications, and devices required by Frends to provide the Frends Products and required for Customer to use the Frends Products, in accordance with information provided by Frends from time to time. This shall include, without limitation, any and all costs, fees, expenses, and taxes of any kind related to the foregoing. Frends shall not be responsible for any loss or corruption of content, lost communications, or any other loss or damage of any kind arising from any such telecommunications and internet services.

3.1.5 By using the Frends Products, Customer warrants that it has obtained and will maintain all necessary licenses, authorizations, approvals and consents to use, transmit and process Customer Data through the Frends Products, and Frends is authorized to perform any processing initiated through instructions given to Frends via Customer’s or it's Personnels use of the Frends Products or through other means, notwithstanding that these may contain personal data and/or cross international borders. Customer shall solely be responsible for the accuracy, quality and legality of the Customer Data, the means by which Customer acquired the Customer Data, and Customer’s use of the Customer Data. Customer shall comply with all applicable privacy and data protection laws that govern the collection, use, and transfer of such data.

3.2 Frends Responsibilities

3.2.1 Frends acknowledges and agrees that:

3.2.2 Frends agrees to perform the agreed measures and tasks as specified in the Agreement to meet and fulfill its respective obligations thereunder and agree to contribute to the performance of the provision of the Frends Products with respect to any factors that are under the command or control of or otherwise can be influenced by Frends. Frends undertakes to promptly make all decisions that are necessary for the provision of the Frends Products.

3.2.3 Frends shall ensure that the Frends Products is provided with reasonable skill and care and in accordance with the Agreement.

4 Warranty

4.1.1 Frends does not warrant that the SaaS Solution will be available uninterrupted or error free. In no event shall Frends assume any responsibility for the suitability of the SaaS Solution for a particular purpose (including Customer’s and its Personnel’s intended use) or any errors in the software, programming interfaces or services of third parties.

4.1.2 If the SaaS Solution does not materially meet the requirements set out in the Documentation and subject to the Customer’s written notification to Frends, Frends shall remedy the SaaS Solution in order to meet the applicable Documentation. Frends’ liability for Errors in the SaaS Solution shall be limited to this Section.

4.1.3 The correction of the Error by Frends as defined in this Section 4 shall be the sole remedy for Customer regarding the Errors in the Frends Products, and in no event shall Customer be entitled to any refund, payment, indemnification nor reimbursement of any kind for the Error or for the delay in the correction of the Error.

5 Use of Frends Product

5.1 Frends Products License

5.1.1 Upon execution of the Agreement and Customer’s due payment of the agreed compensation under Purchase Agreement, Frends grants Customer a limited, non-exclusive and non-transferable right to use the Frends Products in Customer’s and its Affiliates’ internal operations during the term of this Agreement and under its terms and conditions.

5.1.2 In connection with the aforementioned license, Customer or its Affiliates may allow their Personnel to use the Frends Products on Customer’s or its Affiliates’ behalf, subject to Personnel’s compliance with the terms of the Agreement. Customer shall ensure that all Personnel comply with the terms and conditions of the Agreement and Customer agrees that Customer will be responsible for its Affiliates’ and all Personnel’s use of the Frends Products.

5.1.3 Except as otherwise expressly set forth in this Section, Frends does not grant Customer or its Affiliates any license, express or implied, to the Intellectual Property Rights of Frends or its licensors.

5.2 Restrictions

5.2.1 Customer agrees that Customer’s Subscription to the Frends Products shall be limited to Customer’s and its Affiliates’ own internal business operations and no right is granted hereunder to use the Frends Products for the benefit of third parties, including as service bureau, time-sharing or managed Frends services arrangement. Customer, its Affiliates and their Personnel shall not permit any third party to access the Frends Products, with the exception of subcontractors and consultants working for the benefit of Customer or its Affiliates. Customer and its Affiliates further agree that Frends may in its sole discretion monitor the usage of the Customer and its Affiliates and the rights granted hereunder through the means available to it in connection with the SaaS Solution.

5.2.2 The Frends Products may not be accessed for any benchmarking, comparative or competitive purposes, unless otherwise preauthorised in writing by Frends.

5.2.3 Customer confirms that, Customer and its Affiliates comply with International Sanctions applicable to them, and that they or their end customers are not subject to International Sanctions, nor act on behalf of private or legal persons subject to International Sanctions. Customer undertakes to notify Frends immediately if Customer becomes aware of any circumstances that violate the above Customer’s confirmation, upon which event Frends shall have the right, at its sole discretion, to terminate the Agreement (or any part of it) and/or all provision of SaaS Solution with immediate effect. “International Sanctions” refer to sanctions, financial sanctions, import or export bans, trade embargoes or other restrictions imposed, administered, recognized or enforced by the Republic of Finland, the United Nations, the European Union, the United States of America, the United Kingdom or their competent authorities or governing bodies or administrative freezing of funds imposed by the Finnish National Bureau of Investigation.

5.3 Community Components

5.3.1 Community Components of the Frends Products will be available to all customers and are provided on “AS-IS” basis only. Frends shall not be liable for Customer’s or its Affiliates’ use of, and shall not provide any indemnity, warranties, or representations of any kind for any Community Components, notwithstanding any other provision of the Agreement. Such Community Components include, but are not limited to, Frends Community Tasks and Frends Community Templates.

5.4 Suspension of the Service

5.4.1 Frends reserves the right to immediately suspend Customer’s, its Affiliates’ and/or their Personnel’s access to and use of the Frends Products, completely or partly and without first consulting Customer, due to the following reasons:

(i) in the event that Frends justifiably suspects that Customer, its Affiliates and/or their Personnel burden or use the Frends Products in a manner that causes problems, threat, or damage to the Frends Products or to the other users thereof, or jeopardizes the provision of the Frends Products to other users, or that they otherwise are in breach of the Agreement;

(ii) suspension of access to and use of the Frends Products is (i) necessary for performing installation, repair, change or maintenance work in respect of the Frends Products or the general communications network (or a part thereof), (ii) due to a severe data security risk related to the Frends Products, (iii) required by law or regulation by authorities, or (iv) due to a Force Majeure event. If Frends suspends Customer’s, its Affiliates and/or their Personnel’s access to and use of the Frends Products for any of the reasons mentioned herein, Frends shall inform Customer of the suspension and the estimated duration of the suspension in good time in advance or, if this is not reasonably possible, without delay after Frends has become aware of such matter;

(iii) Customer has not paid any due and correct payment under Purchase Agreement within ten (10) days of a written overdue payment reminder;

.(iv) Frends has reason to suspect that Customer’s Identifiers are unlawfully in an unauthorized third party’s possession and the Frends Products is accessed via such Identifiers; or

(v) according to Frends’ reasonable understanding the Frends Products has been used or is used for operations violating the law or regulations.

5.4.2 Any suspension of Customer’s, its Affiliates and/or their Personnel’s access to and use of the Frends Products in accordance with this Section shall not have an effect on Customer’s responsibility to pay the applicable fees in accordance with the Purchase Agreement.

5.4.3 Frends shall without undue delay inform Customer of the reasons for any suspension of Customer’s, its Affiliates and/or their Personnel’s access to and use of the Frends Products that occurs pursuant to this Section.

5.5 Changes in the Frends Products

5.5.1 Customer acknowledges that Frends has the right to make further developments and improve the Frends Products and make changes to the Frends Products.

5.5.2 Frends reserves the right to update this Agreement from time to time. The updated Agreement shall be incorporated as such into the Purchase Agreement.

5.5.3 Customer is not entitled to make any alterations, modifications, or changes to the Frends Products. Any violation of this restriction shall render any warranties and responsibilities null and void and entitles Frends to terminate the licenses granted. In addition, if any third party has made any alterations, modifications or changes to the Frends Products, any responsibility of Frends, including any and all warranties, shall automatically become null and void.

6 Subscription, prices and payment terms

6.1 Prices

6.1.1. Depending on the subscription chosen by Customer and defined in the Purchase Agreement, refer to the following service descriptions (each “Service Description” and together “Service Descriptions”) of each Frends Tier to understand limitations imposed to the purchased Frends Tier. For the avoidance of doubt both Parties agree that unless otherwise agreed in writing the limitations set forth in the Service Descriptions affect the functionality of the Frends Products and form an integral part of this Agreement:

6.1.2 The applicable fees and prices for the Frends Products and its usage volumes are defined in the Purchase Agreement.

6.1.3 Frends shall be entitled to adjust the applicable fees and prices for the Frends Platform, its usage volumes and Tier restrictions by notifying Customer of the change and of the reason of the change in writing at least sixty (60) days before the effective date of the change. In the event that a price increase is more than ten (10) percent yearly, Customer shall be entitled to terminate the Agreement for convenience on the effective date of the price change by notifying Frends thereof in writing at least thirty (30) days before the effective date of the change.

6.2 Payment Terms

6.2.1 Customer shall pay all fees due to Frends monthly in arrears unless otherwise specified in the applicable Purchase Agreement. The usage volumes of Frends Platform during each calendar month are summarized at the end of the calendar month and the total fee for that month shall be based on those volumes. All Fees paid are non-refundable and payment obligations are non-cancellable.

6.2.2 Fees are due thirty (30) days net from the date of the invoice unless otherwise specified in the applicable Purchase Agreement. Customer shall be responsible for providing Frends with complete and accurate billing and contact information and for notifying Frends of any changes in relation thereto without undue delay. Unless otherwise agreed in writing, all payments shall be made in Euro.

6.3 Late Payments

6.3.1 Interest on overdue payments shall accrue monthly at the lower of 2 %, or the maximum rate permitted by law, chargeable from the date such payment was due until the date when Frends receives the payment in full.

6.4 Taxes

6.4.1 Unless otherwise agreed in writing, the prices specified in the Purchase Agreement are exclusive of taxes. Value added tax shall be added to the prices in accordance with the Finnish Value Added Tax Act. Customer shall pay all import duties, levies or other imposts, and all sales, use, value added, property or other taxes of any nature assessed upon or with respect to the payments to Frends (except for tax based on Frends’ income) and all payments will be made without deduction, withholding, counterclaim or set-off of any kind or nature.

6.4.2 If any withholding taxes are imposed on any payments by Customer to Frends hereunder, Customer shall either: i) pay Frends such additional amount as shall cause the net amount of the aggregate payment to Frends, after giving effect to such deduction, to equal the amount of the payment otherwise due to Frends under the Agreement or ii) Customer shall provide Frends with such taxation documentation that entitles Frends to claim corresponding tax reduction in Finland providing Frends with the corresponding equal net amount of payments.

6.4.3 If Frends has the legal obligation to pay or collect taxes for which Customer is responsible, including any penalties and interest, the appropriate amount will be invoiced from and paid by Customer, unless, on or before the time of the submission of its Purchase Agreement, Customer provides Frends with a valid tax exemption certificate authorized by the applicable taxing authority.

7 Identifiers and passwords

7.1 Frends shall make available Identifiers necessary for the use of the Frends Products.

7.2 Customer, its Affiliates and their Personnel shall be obligated to keep all Identifiers secret and confidential. Customer remains responsible and liable for any use of the Frends Products under its or its Affiliates’ Identifiers regardless of the identity of the user. Customer must notify Frends immediately if there is a reason to suspect or believe that the Identifiers in question have been accessed by an unauthorised third party.

7.3 Upon written request by Supplier or Frends, Customer is obliged to change or require their Affiliate to change the Identifier required for using the Service if this is necessary, for example, due to a data security risk related to the Service.

8 Trial period and non-paid subscriptions

8.1 Notwithstanding any other provision of the Agreement, the Trial Periods and Non-paid Subscriptions of the Frends Products shall be exclusively governed by the terms and conditions provided for in this Section 8.

8.2 Limited License

8.2.1 In the Purchase Agreement the Parties may agree that, for the Trial Period defined in the Purchase Agreement, Frends grants Customer a non-exclusive, non-transferable, non-sublicensable, and limited license to use the Frends Products with limited features for Customer's internal evaluation of the service. Customer’s use of the Frends Products during the Trial Period shall be restricted to use that occurs in a non-commercial environment and it shall exclude any production use.

8.3 Limited Liability

8.3.1 During the Trial Period, the Frends Products shall be provided on “AS-IS” basis only and no warranty or indemnification provisions of the Agreement shall be applicable. With respect to the use of the Frends Products that occurs during the Trial Period, under no circumstances shall Frends or its Affiliates be liable for any special, indirect, incidental, consequential, punitive, reliance, or exemplary damages that result from the Agreement or the access and use of the Frends Products, even if Customer or its authorised representative had been advised of the possibility of such damages. In no event shall Frends or its Affiliates be liable to Customer for any damages, losses, or causes of action arising out of or relating to the Trial Period that in the aggregate exceed 100 EUR

8.4 Term and Termination of the Trial Period

8.4.1 The term of the Trial Period shall be thirty (30) days as of the Effective Date of the Agreement or as otherwise defined in the Purchase Agreement (if any). Frends may immediately prevent Customer’s access to the Frends Products under a Trial Period if Frends reasonably determines that Customer has committed any breach of the Agreement or otherwise threatens the security, integrity or availability of the Frends Products or the use of the Frends Products by other customers.

8.4.2 Frends shall also have the right to prevent Customer’s access to the Frends Products upon expiration of the term of the Trial Period, unless the Parties have entered into a commercial agreement for the use of the Frends Products.

8.5 Non-Paid Subscription

8.5.1 In the event that the Trial Period expires without Customer and Supplier or Customer and Frends having entered into a commercial agreement, the Trial Period will immediately turn into a Non-Paid Subscription. Frends may at any time terminate any Non-Paid Subscription and/or delete any Non-Paid Subscription for convenience or for any reason and without any further obligations or liabilities towards Customer in relation thereto. Customer’s use of the Frends Products during the Non-paid Subscription shall be subject to the provisions of Section 8.2 and 8.3 above.

8.5.2 For the sake of clarity, any Subscription or license provided by Frends free of charge, e.g. for universities or other such institutions or parties, shall not be regarded as a Non-Paid Subscription as defined herein even though such Subscription or license shall not incur any costs to the users of the Frends Products thereunder. This kind of special free-of-charge right of use shall be expressly agreed upon between the Parties separately in writing.

9 Intellectual property rights

9.1 Under this Agreement, no Intellectual Property Rights will be assigned between the Parties.

9.2 All Intellectual Property Rights in the Frends Products and any changes thereto and other materials, in whatever form, including trade secrets, that come into existence in connection with or as the result of the performance of the Frends Products shall vest in and be the exclusive property of Frends or its licensors.

9.3 Upon execution of the Agreement and Customer’s payment of the agreed compensation, Customer receives a non-exclusive, non-transferable, and limited right to use the Frends Products in accordance with this Agreement for Customer’s internal operations during the term of the Agreement.

9.4 Customer is not entitled to transfer, assign or sublicense its right to use the Frends Products or resell or in any other way distribute the Frends Products to any third-party without Frends’ prior written approval.

9.5 Customer retains all Intellectual Property Rights in and to the Customer Data provided by Customer to Frends in relation to the provision of the Frends Products. Customer grants to Frends, or shall procure the grant of, a royalty-free, non-exclusive, non-transferable limited license to use such Customer Data to the extent necessary for providing the Frends Products. Customer shall be responsible for Customer Data and for ensuring that Customer Data does not infringe any third-party rights or violate any legislation in force from time to time.

9.6 Frends has the right to use Customer’s material only for the purposes of the Agreement and this Agreement. Customer shall be responsible for Customer’s material and for ensuring that Customer’s material does not infringe any third-party rights or violate any legislation in force from time to time.

9.7 For the avoidance of doubt, in the event that any third-party material, software or services is provided to Customer, such third-party material, software or services shall be exclusively subject to the terms and conditions of the third party in question.

10 Infringement of intellectual property rights

10.1 Frends shall defend Customer against all claims alleging that the Frends Products (excluding the Customer Data and other artifacts created or produced by Customer or any third party) infringes the Intellectual Property Rights of a third party, provided that Customer (i) notifies Frends promptly in writing of such claims and actions; (ii) permits Frends to have sole control over the defence or settle the claims and actions; and (iii) gives Frends all reasonable information and assistance available and the necessary authorizations. Frends shall pay all damages that are finally awarded to a third party by a competent court, provided that Customer has acted in accordance with the foregoing.

10.2 If it is established that, or if in the justified opinion of Frends, the Frends Products infringe any of the above-mentioned rights of a third party, Frends shall at its own expense either: (a) obtain the right of continued use of the Frends Products, or (b) replace the infringing parts of the Frends Products, or (c) modify the Frends Products in order to eliminate the infringement. If none of the aforesaid options are available to Frends on commercially reasonable terms, Customer shall cease to use the Frends Products.

10.3 Frends shall, however, not be liable if the claim for infringement: (a) results from an alteration of the Frends Products made by Customer or made on behalf of Customer; (b) results from use of the Frends Products in a manner that violates this Agreement or the Documentation, or the instructions given to Customer by Frends; (c) results from the use of the Frends Products in combination with any third-party software, applications, products, processes, materials or other technology not supplied by Frends; (d) results from compliance by Frends with Customer’s instructions; or (e) is based on any information, technology, materials or data (or any portions or components of the foregoing) not created or provided by Frends.

10.4 This Section 10 states Frends’ entire liability with respect to infringement of third party Intellectual Property Rights.

11 Customer indemnification

11.1 Customer shall defend, indemnify and hold Frends, its Affiliates and each of its and its Affiliates’ officers, directors, agents and employees harmless from all liabilities, claims, and expenses awarded by a court or agreed to pursuant to a settlement agreement reached with an unaffiliated third party, that arise from or relate to any third- party claim:

(i) Alleging that any Customer Data infringes or misappropriates such third party’s Intellectual Property Rights, proprietary rights or any applicable law; or

(ii) Arising from Customer’s or its Personnel’s use of the Frends Products in violation of the Agreement, the Documentation, or applicable law.

12 Data security and data protection

12.1 Data Security

12.1.1 Frends has built in data security protections in accordance with industry standards. An overview is available at https://frends.com/legal/security which describes the appropriate technical and organizational measures that Frends has implemented to ensure the security, privacy and confidentiality of Customer Data. Frends has defined security incident management policies and procedures and will notify Customer without undue delay after becoming aware of Data Breach. Frends will take remedial steps pursuant to its security incident management policies and procedures that are necessary and reasonable to identify and remediate the cause of such Data Breach.

12.2 Data Protection

12.2.1 Each Party shall:

(i) Ensure that their performance under the Agreement complies with all applicable personal data protection and security legislation, including the General Data Protection Regulation (EU) 2016/679, as applicable, and as amended, repealed, replaced, and consolidated from time to time.

(ii) Be responsible for the data security of its own data systems and communications network. Neither Party is responsible for the data security of the general communications network or any disturbance in the general communications network or for any other impediment affecting the use of the Frends Products beyond its control nor for damage resulting thereof.

(iii) Ensure that the part of the provision and/or use of the Frends Products as well as the Party’s own communications network and environments, such as equipment, service production facilities and business premises, within that Party’s responsibility under the Agreement, are protected against data security threats in accordance with customary data security procedures and shall ensure that measures relating to data security and backup are complied with.

(iv) Be entitled to undertake necessary measures in order to prevent data security risks and to remove disturbances affecting data security. Such measures may include, for example, prevention of message transmission or reception or removal of malicious software that poses a threat to data security from messages.

(v) Notify the other Party if it reasonably believes there is any non-conformity with any applicable data protection or security laws and work jointly to address any such non-conformity.

(vi) Unless otherwise agreed expressly in writing, be responsible for making back-up copies of its own data and data files and for verifying the functionality of such back-up copies.

12.2.2 Customer shall be responsible for ensuring that they do not transmit viruses or malware to the Frends Products, or otherwise use the Frends Products in a manner that may cause disruptions, harm or damages to data security.

12.2.3 If Frends processes personal data on behalf of Customer, unless separate data processing agreement is entered into between Frends and Customer, the following Data Processing Agreement (located at https://frends.com/legal/dpa) shall be incorporated into the Agreement, which governs the obligations of the Parties in relation to data protection. In case of any inconsistency or discrepancy, the Data Processing Agreement or the separate agreement in relation thereto shall prevail over the Agreement.

13. Confidentiality

13.1 “Confidential Information” means any non-public information relating to a Party’s (the “Disclosing Party”) technology, pricing or business disclosed under or in connection with the Agreement to the other Party (the “Receiving Party”) that is at the time of disclosure indicated by the Disclosing Party to be “confidential” or “proprietary,” or under the circumstances, a person would reasonably assume to be confidential or proprietary information of the Disclosing Party.

13.2 During the term of the Agreement, and for a period of five (5) years following the expiration or termination of the Agreement, the Receiving Party shall maintain the confidentiality of the Confidential Information using at least the same degree of care that such Party uses to protect its own Confidential Information of a similar nature, which shall be no less than reasonable care. Neither Party shall use or disclose to any third party any Confidential Information without the prior written consent of the Disclosing Party, except as specifically contemplated herein, or other than to its employees or agents who are part of its Personnel and who need to know the Confidential Information for their performance of the Agreement. Such employees and/or agents shall be bound by confidentiality obligations substantially similar to the ones stipulated herein and the Receiving Party shall be fully responsible towards the Disclosing Party for its employees’ or agents’ breach of these confidentiality obligations. The Receiving Party may only use Confidential Information for the purposes of the Agreement.

13.3 The foregoing restrictions shall not, however, apply to information or material that:

(i) has been independently developed by the Receiving Party without use of or access to the Disclosing Party's Confidential Information;

(ii) is generally available or has become publicly known through no breach of this Section by the Receiving Party;

(iii) has been rightfully received by the Receiving Party, without obligation of confidentiality, from a third party authorized to make such disclosure;

(iv) has been approved for release in writing by the Disclosing Party; or

(v) was known by the Receiving Party without any obligation of confidentiality related thereto prior to receipt of the same from the Disclosing Party.

13.4 Furthermore, the disclosure by the Receiving Party of the Confidential Information shall not be considered a breach of this Section to the extent that such Confidential Information is required to be disclosed pursuant to a law, decree, or other order issued by the authorities or judicial order, provided that the Receiving Party gives the Disclosing Party prompt written notice of such requirement prior to disclosure, assists in obtaining an order to protect the information from public disclosure and will only disclose that portion of Confidential Information that is legally required to be disclosed.

13.5 Except as may be necessary to be retained by legal or archival requirements, external accounting standards, or regulatory requirements, each Party shall cease using the Confidential Information received from the other Party and all Confidential Information within any copies and records shall be promptly returned or destroyed by the Receiving Party, at the Disclosing Party’s discretion and request (i) upon the Disclosing Party’s written request thereof, (ii) upon any written notice of termination of this Agreement by either Party, or (iii) when the Party no longer needs the Confidential Information in question.

13.6 Notwithstanding anything to the contrary, the Receiving Party shall not be obligated to erase Confidential Information contained in an archived computer system backup made in accordance with reasonable disaster recovery procedures, provided that such archived copy will remain subject to these confidentiality obligations.

13.7 For the avoidance of doubt, Frends shall be entitled to use the professional skills and experience acquired in connection with the Agreement.

14 Reference use

14.1 Frends shall have the right to use the Agreement, Customer's name and Customer's primary trademark or logo as its reference in Frends' public marketing activities. If not otherwise agreed in writing, the Parties shall not have any other right to use the other Party’s trademark, product names or other business marks.

14.2 While using the other Party’s trademarks, product names or other business marks, the Parties agree to comply with the reasonable written instructions of use provided by the other Party.

14.3 Frends shall have the right to register any and all products developed by Frends as trademarks or domain names. Customer agrees not to register any such products or products names, trademarks or domain names which may be confused to Frends’ trademarks, product names or domain names.

15 Force Majuere

15.1 Neither Party shall be responsible for delays or damages if caused by an impediment beyond its reasonable control, which it could not have reasonably taken into account at the time of the conclusion of the Agreement, and the consequences of which could not reasonably have been avoided or overcome by such Party (“Force Majeure”). Such impediments shall include, but not be limited to, acts of war, hostility, or sabotage; acts of God; electrical, internet, or telecommunication outages that are not caused by the obligated Party; and government restrictions (including the denial or cancelation of any export, import or other license). Strike, lock-out, boycott and other industrial actions shall constitute a Force Majeure event also when the Party concerned is the object or a party to such an action.

15.2 A Force Majeure event suffered by a sub-contractor of a Party shall also discharge such a Party from liability if subcontracting from another source cannot be made without unreasonable costs or loss of time.

15.3 A Party shall notify the other Party in writing without delay of a Force Majeure event. The Party shall correspondingly notify the other Party of the termination of a Force Majeure event. Both Parties shall use reasonable efforts to mitigate the effects of a Force Majeure event.

15.4 For the avoidance of doubt, this Section shall not excuse either Party’s obligation to take reasonable steps to follow its normal disaster recovery procedures or Customer's obligation to pay for the services.

16 Limitation of liability

16.1 The total aggregate liability, including possible liquidated damages payable due to delay, service credits or other similar contractual penalties or credits, of each Party towards the other Party during a calendar year relating to or arising out of the Agreement shall not exceed [ten thousand (10 000)] euros or three hundred percent (300 %) of the amount corresponding to the average monthly fee payable by Customer for the Frends Products, whichever is lower.

16.2 Neither Party shall be liable for indirect or consequential damages, loss of profit, anticipated savings, loss of data or the cost of substitute goods or services.

16.3 The Parties shall not be responsible for the destruction, loss or alteration of data or files of the other Party and the resulting losses and costs, such as the costs of recreating the files.

16.4 These limitations of liability shall not apply to damages caused by wilful misconduct or gross negligence or to breach of confidentiality obligations.

17 Miscellaneous

17.1 The Agreement forms the entire agreement between the Parties relating to the subject matter thereof and supersedes all prior communications, written and oral, between the Parties. Save for stipulation in Section 5.5.2 above in relation to Frends’ right to update this Agreement, all amendments and modifications to the Agreement shall be made by a written document signed by both Parties in order to become valid and binding on the Parties.

17.2 Neither Party shall be entitled to assign the Agreement to a third party without the prior written consent of the other Party, which consent may not be unreasonably withheld or delayed.

17.3 Unless otherwise agreed in writing, each Party shall have the right to subcontract its obligations under the Agreement. Each Party shall be liable for the performance of its subcontractors as for its own.

18 Term and termination

18.1 Term

18.1.1 The Agreement shall become effective on the Effective Date and shall remain in force until further notice, and it may be terminated by either of the Parties by giving a three (3) months’ written notice to the other Party. The period of notice shall be calculated from the last day of the month during which the notice of termination was given.

18.1.2 The Subscription Term of the Frends Products shall commence on the date stipulated in the Purchase Agreement and shall remain in force for three (3) months thereof. The Subscription Term shall thereafter automatically renew for successive three (3) month periods at Frends’ then-current pricing, unless either Party provides the other Party with a written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term. Upon termination of the Agreement for any reason, the then-current Subscription Term shall automatically terminate simultaneously with the Agreement. The termination of the Subscription Term shall, however, have no effect on the validity and effectiveness of the Agreement.

18.2 Termination

18.2.1 Notwithstanding anything to the contrary, each Party shall be entitled to terminate the Agreement, wholly or in part, with immediate effect by written notice to the other Party if:

(i) the other Party is materially in breach of the terms and conditions of the Agreement. If the breach is capable of being remedied, the Agreement may be terminated only if the Party in breach has not rectified its breach within thirty (30) days after receiving a written notice thereof.

(ii) the other Party suffers distress or execution or commits an act of bankruptcy or goes or is put into liquidation (otherwise than solely for the purpose of amalgamation or reconstruction) or if a receiver is appointed over any part of such other Party’s business or if an administration order is made in respect of such other Party.

18.2.2 Frends shall also be entitled to terminate this Agreement, wholly or in part, with immediate effect, if Frends has suspended Customer’s access to the Frends Products pursuant to Section 5.4.1. and Customer has not demonstrated to the Frends’ satisfaction within thirty (30) days from Frends’ suspension notice that it has used the Frends Products in conformity with the Agreement.

18.2.3 All rights to use the Frends Products shall cease upon termination or expiration of the Agreement and Customer shall forthwith delete any software components (if any) included therein and stored in its own systems.

19 Governing law and dispute resolution

19.1 Agreement and all matters arising out of or in connection with the Agreement shall be construed and governed exclusively in accordance with the laws of Finland without regard to its choice of law provisions or Sale of Goods Act.

19.2 Any dispute, controversy or claim arising out of or relating to Agreement, or the breach, termination or validity thereof should primarily be resolved through negotiations between the Parties. If no settlement is reached, the matter will be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce by one (1) arbitrator. The Arbitration will be held in Helsinki, Finland, in the English language, unless both Parties are domiciled in Finland in which case the arbitration will be held in the Finnish language.

19.3 As an option to the arbitration to be conducted in accordance with the Arbitration Rules of the Finland Chamber of Commerce, the Parties may agree that the dispute arising out of or in connection with the Agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one (1) arbitrator appointed in accordance with the said Rules. The Arbitration will in this case be held in the Hague, Netherlands, in the English language. The Parties may also in this connection request the arbitral tribunal for a virtual hearing, as stipulated in section VII(C) of the ICC’s “Note to Parties and Arbitral Tribunals on the Conduct of the Arbitration (1 January 2021)”.