Cuutio End User License Agreement

All the rights and warranties covering the Service as defined below are stated in this End User License Agreement (hereinafter the “Agreement”).

This Agreement is a legal agreement between Cuutio Software Ltd., a Finnish company, (hereinafter “Cuutio”) and you, either an individual or, if purchased or otherwise acquired by or for an entity, an entity (hereinafter “You” or the “User”). Cuutio owns all intellectual property rights in and to the Service and permits you to use the Service only in accordance with the terms of this Agreement.

The Service. The Service is a SaaS based software used with an internet browser. The Service helps to improve User’s own online marketing by combining and analyzing data from various third party data providers (“Data Providers”) and data available from public domain and comparing the results to the corresponding data on competitors in all areas separately (“Service”).

Data may be received from Data Providers, who are gathering and analyzing such data directly for You (“Private Data”), or from Data Providers gathering and analyzing data from public domain (such Data Providers being e.g. Search engine results) (“Public Data”). The Private Data and the Public Data stored in the Service shall be collectively referred to as Data.

Right to use the Service. In order to access the Service, You are required to register for the Service and subscribe the Service by paying a subscription fee (“Subscription Fee”). Some users have been given a right to test the Service free of charge before they are required to pay the Subscription Fee (“Trial Period”). If You have been give a right to Trial Period You will be required to pay the Subscription Fee before the expiration of the Trial Period in order to continue using the Service.

Subject to the terms and conditions of this Agreement, Cuutio hereby grants a world-wide, non-transferable, non-exclusive, revocable right and license, without the right to sub-license, to use the Service in accordance with the terms of this Agreement (hereinafter the “License”). The License is organization-specific and You are expressly forbid to surrender your password to any person or entity outside the organization this Service is acquired for.

The License is valid only for as long as this Agreement is in force and You operate under the terms and conditions of this Agreement. Without prejudice to any of its other rights Cuutio has a right to terminate this Agreement and Your access to the Service if You fail to pay the Subscription Fee before the expiration of the Trial Period or You otherwise fail to make the payment of Subscription Fee, when it falls due.

For avoidance of doubt, notwithstanding anything to the contrary, You understand and expressly agree that the License terms or any other terms of this Agreement may be altered by Cuutio from time to time by publishing new License terms on its web site.

Subscription Fee. The validity of this Agreement is subject to Subscription Fee set forth in current price list of Cuutio (“Price List”). By paying the Subscription Fee, You gain access to the Service for the subscription period (“Subscription Period”). The Subscription Fee falls due in the beginning of each Subscription Period as defined in the Price List. The Subscription Fee and the Subscription Period may be altered by Cuutio by publishing new Price List on its web site or otherwise informing You about the changes in the Price List. The changes in the Price List become effective after the end of the Subscription Period, during which the changes were made.

The Subscription Fee shall be paid in the beginning of each subscription period. If You fail to make the payment of Subscription Fee, when it fall due Cuutio has a right to deny Your access to the Service. If the Subscription Fee is not paid within thirty (30) days from its due date this Agreement shall terminate automatically and Cuutio has a right to destroy any and all Private Data You have provided to the Service. Cuutio will have no obligation to provide a refund of any amounts previously paid. Subscription Fee and other prices and fees include all applicable taxes, duties, fees, import duty (when applicable) in effect on the due date of such payment. Cuutio is responsible for all other duties or taxes that shall be paid as soon as they become due.

Rights to the Service and the Information. Cuutio (and its licensors, if any) solely retain all rights, titles and interest including but not limited to all intellectual property rights including but not limited to patents, copyrights, trademarks, trade secrets, know how, registrations, applications, and rights to apply therefor, whether issued or pending and whether registerable or not in and to the Service. All rights, titles and interest shall at all times remain solely the property of Cuutio. This Agreement shall not be deemed to result in the sale, transfer or any other conveyance of patents, trademarks, copyrights, or any other intellectual property right of whatsoever nature held or used by Cuutio to You. The Service is protected by copyright laws, international treaty provisions and other applicable national laws.

Any Private Data provided by You or Data Provider to the Service during the term of this Agreement shall be exclusive property of You and/or Data Provider as applicable. The ownership of Public Data is subject to the terms and conditions of the Data Providers providing such Public Data. Cuutio will store all Private Data and Public Data in the Service and provide You an access to all such Data during the term of this Agreement. After the termination or expiration of this Agreement Cuutio has no obligation to provide you any access to the Private Data or Public Data stored in the Service.

Cuutio will not transfer any customer specific Private Data to any third party, but Cuutio has a non-revocable and royalty-free license to use all Private Data and Public Data stored in the Service for its internal purposes and for the purpose of further developing the Service.

DISCLAIMER OF WARRANTY AND LIMITATIONS OF LIABILITY. THE SERVICE IS PROVIDED ”AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CUUTIO AND ITS AUTHORIZED DISTRIBUTORS AND RESELLERS ASSUME NO RESPONSIBILITY FOR THE ACCURACY OR APPLICATION OF OR ERRORS OR OMISSIONS IN THE SERVICE.

IN NO EVENT SHALL CUUTIO AND ITS AUTHORIZED DISTRIBUTORS AND RESELLERS PROVIDE WARRANTY OR ASSUME ANY RESPONSIBILITY FOR POSSIBLE THIRD PARTY EXTENSION TO THE SERVICE SUPPLIED SEPARATELY BY YOU.

YOU ACKNOWLEDGE THAT CUUTIO HAS NO CONTROL OVER YOUR USE OR EXPLOITATION OF THE DATA AND/OR  THE SERVICE. YOU THEREFORE AGREE TO INDEMNIFY AND HOLD CUUTIO HARMLESS AGAINST ANY COSTS, CLAIMS, DEMANDS, EXPENSES AND LIABILITIES OF WHATSOEVER NATURE BY ANY THIRD PARTY ARISING FROM SUCH USE OR EXPLOITATION.

IN NO EVENT SHALL CUUTIO OR ITS AUTHORIZED DISTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF THE DATA AND OR THE SERVICE OR INABILITY TO USE THE SERVICE, EVEN IF CUUTIO OR ITS AUTHORIZED DISTRIBUTORS HAVE BEEN ADVISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. CUUTIO AND ITS AUTHORIZED DISTRIBUTORS AND RESELLERS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGES OR COSTS, ARISING OUT OF, BUT NOT LIMITED TO, LOST PROFITS OR REVENUE, LOSS OF USE OF THE DATA AND/OR THE SERVICE, LOSS OF DATA OR EQUIPMENT, THE COSTS OF RECOVERING ANY SOFTWARE, MEDIA, DATA OR EQUIPMENT, THE COST OF SUBSTITUTE SERVICE, MEDIA, DATA OR EQUIPMENT OR CLAIMS BY THIRD PARTIES, OR OTHER SIMILAR COSTS.

LOCAL LEGISLATION IN SOME COUNTRIES DOES NOT ALLOW ANY EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; THE ABOVE LIMITATIONS OR EXCLUSIONS MAY APPLY TO YOU ONLY PARTLY OR NOT AT ALL.

IN ANY EVENT, IF ANY STATUTE IMPLIES WARRANTIES OR CONDITIONS NOT STATED IN THIS AGREEMENT, CUUTIO’S ENTIRE LIABLITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO SERVICE FEES ACTUALLY PAID BY YOU FOR THE LICENSE TO THE SERVICE.

Commencement and termination. This Agreement becomes effective when You register for the Service and continues in force for the time you are registered as a user of the Service. You may terminate this Agreement at any time by a written notice to Cuutio. This Agreement terminates automatically and immediately without notice from Cuutio, if You materially breach any provision of this Agreement. In such event, You must immediately cease using the Service. Cuutio has the right to terminate the Agreement, if You fail to pay any accrued Service Fees within thirty (30) days from their due date.

Miscellaneous. No delay by Cuutio in enforcing the provisions of this Agreement shall prejudice or restrict its rights nor shall any waiver of rights operate as a waiver of any subsequent breach.

If any provision of this Agreement or the application of any such provision would be invalid, void or unenforceable and/or should be held by a Court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect to the maximum extent permissible by the applicable law.

This Agreement is made, executed and delivered in Helsinki, Finland and any controversy arising hereunder or relation to this Agreement shall be governed by and construed in accordance with the laws of Finland. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement and is strictly excluded in all proceedings.

All disputes arising in connection with this Agreement, its negotiations, performance, breach, existence or validity shall be determined by final arbitration in Helsinki, Finland, in accordance with the Arbitration Rules of International Chamber of Commerce or any successor or replacement legislation, which may be in force. You agree to be bound by the arbitrator’s decision.

However, if You are considered to have a status of a consumer, Cuutio might and is fully capable to choose another jurisdiction and forum such as forum of Your domicile. In such a case the applicable law of the proceedings will be the national trade law or, when obligatory, the consumer legislation of the said forum. This might be especially applicable to those consumers residing in the European Union.

I acknowledge that I have the authority to execute this Agreement and I further acknowledge that this Agreement constitutes a valid and legally binding obligation.