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Software Terms of Service

1. Background and Acceptance

These Software Terms of Service ("Terms") constitute an agreement between Fellowmind Finland Oy, a company incorporated under the laws of Finland ("Fellowmind"), and the customer using the Software ("Customer").

These Terms apply to all software products, add-ons and related components made available by Fellowmind, whether via download, marketplace, cloud platform or by other means. The Terms become effective when the Customer installs, accesses or otherwise uses the Software. By using the Software, the Customer implicitly accepts and agrees to these Terms. The Software provided by the Fellowmind may only be used in accordance with these Terms. Any rights the Customer has towards Fellowmind based on these Terms shall only apply when the Software is used in compliance with these Terms.

Customer-specific modifications (if any) are not automatically included in future versions of the Software, unless expressly agreed in writing by Fellowmind. Fellowmind does not warrant backward compatibility of new versions of Software unless expressly agreed in writing.

2. Definitions

  • "Software" means Fellowmind's standard software products, including but not limited to ISV components, add-ons and updates made generally available by Fellowmind.
  • "License" means the limited right to use the Software in accordance with these Terms.
  • "Affiliate" means an entity controlling, controlled by, or under common control with the Customer.

3. License Grant

  • 3.1 Fellowmind grants the Customer a non-exclusive, non-transferable and non-sublicensable License to use the Software solely for the Customer's internal business purposes. The right to use is granted on the condition that the Customer fully complies with these Terms.
  • 3.2 The Software is licensed, not sold. All rights not expressly granted are reserved by Fellowmind.
  • 3.3 Licenses may be subject to additional limitations agreed in writing between the parties, e.g. in an order confirmation or service agreement.
  • 3.4 In the event Software contains third party components such as open source, the applicable terms and conditions shall apply.

4. Restrictions on Use

  • 4.1 Except as expressly provided for in these Terms, the Customer may not:
  • copy, modify or create derivative works of the Software or related documentation in whole or in part,
  • reverse engineer, decompile or disassemble the Software unless otherwise provided by the applicable law,
  • distribute, sublicense, rent, lease, transfer or otherwise make the Software, License, these Terms or rights or obligations of the Customer under this Agreement available to third parties without the prior written consent of Fellowmind,
  • use the Software to provide service bureau, hosting services, time sharing or other comparable information technology services to third parties, or
  • remove or bypass technical or contractual restrictions.
  • 4.2 Any use in breach of these Terms results in immediate termination of the License. Any resulting damages shall be borne by the Customer.

5. License Types

  • 5.1 Fellowmind may offer the Software under one or more of the following license types. The applicable license type, scope and pricing are defined in the applicable order confirmation, marketplace listing or other written agreement.

5.2 Subscription License

  • 5.2.1 A Subscription License grants the Customer a time-limited right to use the Software for the agreed subscription period. The License is valid only for the duration of the subscription period. Continued use after the end of the subscription period requires renewal or a new agreement. Updates and general improvements to the Software may be included during the subscription period, as separately specified in writing.

5.3 Usage-Based License

  • 5.3.1 A Usage-Based License grants the Customer the right to use the Software based on actual consumption, volumes or other measurable usage criteria. License fees are determined based on usage metrics communicated by Fellowmind. Usage-based licenses may be prepaid, invoiced retrospectively, or based on usage credits, as agreed. The Customer is responsible for monitoring its usage and ensuring that use remains within the agreed scope.

5.4 Perpetual License

  • 5.4.1 A Perpetual License grants the Customer a permanent right to use a specific version of the Software available at the time of delivery. The License does not expire, provided that the applicable one-time license fee has been paid in full. The Perpetual License does not include updates, upgrades, maintenance or support unless expressly agreed in writing. Fellowmind has no obligation to provide new versions or regulatory updates under a Perpetual License.

5.5 Trial License

  • 5.5.1 Fellowmind may, at its discretion, provide the Software to the Customer under a Trial License for evaluation purposes. Trial Licenses are time-limited and free of charge. A Trial License does not obligate either party to enter into a paid license agreement. The Software is provided "as is" under a Trial License, and no warranties or service levels apply.

5.6 General Provisions

  • 5.6.1 All Licenses are granted solely for the Customer's internal business use. Unless expressly agreed otherwise, Licenses may not be transferred, sublicensed or assigned. The Customer remains responsible for ensuring that its use of the Software complies with the applicable License type. Fellowmind may verify license compliance, including through technical means or customer-provided usage information.

6. Intellectual Property Rights

  • 6.1 The Software is owned by Fellowmind (or its third-party licensors), and it is protected by copyright laws, international treaties and other applicable national laws. All rights, including, but not limited to copyright and other intellectual property rights, title and interest in or to the Software, user manuals and other documentation, updates, translations, modifications, enhancements, changes or copies thereof as well as derivative works based upon the Software and related documentation, remain at all times the exclusive property of Fellowmind or its licensors.
  • 6.2 No intellectual property rights are transferred to the Customer except for the limited License expressly granted herein.

7. Fees and Payments

  • 7.1 License fees and pricing models are communicated separately by Fellowmind (e.g. by quotation, marketplace listing or order confirmation).
  • 7.2 Unless expressly agreed otherwise, fees:
  • are exclusive of VAT and applicable taxes and public charges (which shall be added to the invoices),
  • are non-refundable, and
  • do not include customer-specific development work.
  • 7.3 Fellowmind reserves the right to revise prices for future periods, without affecting already paid fees. Notice of any price changes will be provided in writing in advance.

8. Term and Termination

  • 8.1 The License is valid for the duration applicable to the relevant License type, as specified in the applicable order, subscription, marketplace listing or other written agreement. Unless otherwise stated, a License remains valid until it expires in accordance with its License type or is terminated in accordance with these Terms.
  • 8.2 Unless expressly agreed otherwise in writing or by the applicable License type, Subscription Licenses and Usage Based Licenses renew automatically for successive periods in accordance with the applicable order, subscription terms or marketplace listing. Perpetual Licenses do not renew, and Trial Licenses expire automatically at the end of the applicable trial period.
  • 8.3 The Customer may terminate the License with thirty (30) days' written notice, unless otherwise agreed in the applicable order or marketplace terms.
  • 8.4 Fellowmind may terminate the License with reasonable prior written notice if: (a) the Software or a material part thereof is discontinued; (b) changes in applicable law, third-party terms or platform requirements prevent the continued provision of the Software; or (c) the continued provision of the Software is no longer commercially or technically feasible. Such termination shall not entitle the Customer to any compensation, except for prepaid license fees covering periods after the effective termination date.
  • 8.5 Fellowmind may terminate the License if the Customer materially breaches these Terms and fails to remedy the breach within ten (10) days after written notice.
  • 8.6 Upon termination or expiry of a License, the Customer must immediately cease all use of the Software and destroy or permanently delete all copies under the Customer's control together with all related documentation in possession of the Customer without undue delay. If the Customer continues to use the Software after termination or expiry, such use shall be deemed unlicensed use, and Fellowmind is entitled to invoice (a) the applicable license fees for the period of continued use; and (b) a reasonable contractual penalty of EUR 1,000 per commenced month of unauthorized use, as compensation for administrative and monitoring costs. The contractual penalty does not limit Fellowmind's right to claim compensation for direct damages exceeding the penalty amount.

9. Warranty Disclaimer

  • 9.1 THE SOFTWARE IS PROVIDED ON AN "AS IS" BASIS. FELLOWMIND DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR BUG-FREE OR MEET THE CUSTOMER'S REQUIREMENTS OR OPERATE UNINTERRUPTED OR IN ALL COMBINATIONS SELECTED FOR USE BY THE CUSTOMER.
  • 9.2 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT OR REQUIRED BY STATUTE, THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE. FELLOWMIND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND SATISFACTORY QUALITY.

10. Limitation of Liability

  • 10.1 FELLOWMIND'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATED TO THE SOFTWARE OR THESE TERMS SHALL NOT EXCEED THE LICENSE FEES PAID BY THE CUSTOMER TO FELLOWMIND FOR THE USE OF THE SOFTWARE DURING THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, EXCEPT IN CASES OF WILFUL MISCONDUCT OR GROSS NEGLIGENCE.
  • 10.2 IN NO EVENT SHALL FELLOWMIND BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OR LOST PROFITS, EVEN IF FELLOWMIND HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR CLAIMS, DEMANDS OR ACTIONS AGAINST THE CUSTOMER BY ANY PERSON OR LOSS OF OR DAMAGE TO FELLOWMIND DATA FROM ANY CAUSE.

11. Data and Personal Data

  • 11.1 Unless otherwise expressly agreed in writing:
  • Fellowmind does not act as a processor of personal data in relation to the Customer's use of the Software, and
  • data retention, access and extraction are governed by the applicable third-party platform terms (e.g. Microsoft).

12. Force Majeure

  • 12.1 Neither party shall be liable for failure to perform due to events beyond its reasonable control (Force Majeure).

13. Governing Law and Jurisdiction

  • 13.1 These Terms shall be governed and construed by the laws of Finland, excluding conflict of law rules.
  • 13.2 Any dispute, controversy or claim arising out of or relating to this contract, 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. The language of the arbitration shall be Finnish.

14. Miscellaneous

  • 14.1 The Customer shall always be responsible for ensuring that the Software is used in accordance with any manuals and instructions. The Customer is also responsible for maintaining back-up data necessary to replace data in the event of loss or damage to such data from any cause.
  • 14.2 Fellowmind may collect and use non-personal and aggregated usage data for purposes such as license verification, analytics and improvement of the Software.
  • 14.3 If any provision of these Terms is declared void or unenforceable, the remaining provisions of these Terms shall remain in full force and effect.
  • 14.4 Fellowmind may update these Terms from time to time. Updated Terms apply to new versions of the Software or new orders and do not materially affect existing paid License rights.