Last Updated: April 19, 2016
PLM-Zone Oy (the “Service Provider”) and the end customer (the “Customer”), an independent business entity with a valid business ID in the country, state, or locality where Customer resides hereby agree that the terms and conditions set forth in this agreement (the “Terms of Service” or the “Agreement”) shall govern Customer’s rights to use the PLM-Zone web site and other online service(s) (the “Online Service”) used by Customer or ordered by Customer by completing online registration form (the “Registration”) or by signing a written purchase order/purchase agreement (the “Purchase Documentation”).
BY COMPLETING THE REGISTRATION FOR THE ONLINE SERVICE, SIGNING THE PURCHASE DOCUMENTATION, PAYING ANY SUBSCRIPTION FEE, USING THE ONLINE SERVICE, AND/OR INSTALLING ANY RELATED SOFTWARE, THE CUSTOMER IRREVOCABLY AGREES TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT, WHICH CONSTITUTES THE TERMS OF SERVICE BETWEEN THE CUSTOMER AND THE SERVICE PROVIDER AND GOVERNS THE CUSTOMER’S USE OF THE ONLINE SERVICE.
IF THE CUSTOMER DOES NOT AGREE THE TERMS OF SERVICE, THE CUSTOMER AGREES NOT TO USE THE ONLINE SERVICE. IN PROVIDING THE ONLINE SERVICE, THE SERVICE PROVIDER IS RELYING ON THE CUSTOMER’S AGREEMENT TO THE TERMS OF SERVICE.
THE SERVICE PROVIDER RESERVES THE RIGHT TO UPDATE OR OTHERWISE MODIFY BOTH THE ONLINE SERVICE AND THE TERMS OF SERVICE. THE CUSTOMER IS RESPONSIBLE FOR CHECKING THE TERMS OF SERVICE PERIODICALLY FOR CHANGES. THE CUSTOMERS’S USE OF THE SERVICE FOLLOWING POSTED CHANGE(S) WILL BE DEEMED AN ACCEPTANCE OF SUCH CHANGE(S).
1. Online Service user accounts
Customer is entitled to name a number of users specified in Registration and/or Purchase Documentation to use Online Service. Customer agrees that each named user (the “Named User”) act as Customer’s representative. Service Provider requires all Named Users of Customer to create a user account ("User Account") in order to use Online Service. Customer agrees to submit accurate, current and complete information about Customer and Named Users and keep such information updated. Service Provider reserves the right to suspend or terminate User Accounts that are reasonably suspected to be used in contradiction to Terms of Service and/or contain information that is untrue, inaccurate, not current or incomplete.
Each Named User shall choose a personal, non-transferable password. User Account may not be used by more than one Named User. After Customer accept these Terms of Service and Registration and/or Purchase Documentation has been accepted by Service Provider, User Accounts for Named Users of Customer will be established. Customer is solely responsible for any and all activities that occur under User Accounts of Named Users, whether or not such use was authorized by Customer.
2. Online Service content
Named Users of Customer may upload data, information, material, and documents to be stored and associated with User Accounts on Online Service ("User Content"). Subject to these Terms of Service, User Content may be used in any manner that has been authorized by Customer. It is Customer’s sole responsibility to determine what additional limitations, if any, are placed on the use of User Content. If Customer obtains unauthorized access to materials created or used by other end-customers in conjunction with Online Service, Customer has no right to use such materials in any way. Customer also acknowledges and agrees that Service Provider has no liability of any kind should Customer’s employees, other persons whom Customer has allowed to have access to User Content or any third party modify, destroy, corrupt, copy, or distribute User Content.
Service Provider does not own any User Content and will not monitor, edit, or disclose any information regarding Customer, Named Users, User Accounts, or User Content, without Customer’s prior permission except in accordance with these Terms of Service. Service Provider does not review, inspect, edit or monitor any User Content stored by Named Users of Customer, including, without limitation, for viruses, worms, or any other similar contaminating or destructive features. Service Provider reserves the right, solely upon its own discretion, to refuse, remove or disable access to User Content stored on Online Service that Service Provider learns may be illegal or may violate the terms of these Terms of Service, although it has no obligation to do so.
Although Service Provider will use all commercially reasonable efforts to restrict access to User Content to authorized persons, Customer acknowledges and accepts that it may be possible for an unauthorized third party to access, view, copy, modify and distribute the data and files Customer stores to Online Service.
Customer is solely responsible for protecting the information on Customer’s devices for example, by installing anti-virus software, updating applications, password protecting files, and preventing third party access to devices. Customer acknowledges and accepts that Service Provider is not responsible for any damage that may incur due to User Content corrupted from viruses, software malfunctions or other causes.
3. Use of Online Service
Customer agrees to use Online Service only for purposes permitted by these Terms of Service as well as any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions. Service Provider is not responsible for any violation of applicable law, rules, or regulations committed by Customer or a third party at Customer’s behest. It is Customer’s responsibility to ensure that Customer’s use of Online Service does not contravene applicable laws, rules, or regulations. Specifically, Customer agrees and warrants that in using the Online Service, Customer’s actions does not contravene the laws, rules, or regulations of (1) the country, state, or locality where Customer resides, or (2) the country, state, or locality where Service Provider is located or operates. This includes complying with applicable export and import restrictions as well as other restrictions.
* not to access or attempt to access Online Service by any means other than through the means that are provided by Service Provider
* not to disrupt or interfere with Online Service;
* not to access or attempt to access any of Online Service by way of automated means;
* not to upload, post, or otherwise transmit through Online Service any viruses or other harmful, disruptive, or destructive files;
* not to use or attempt to use the User Accounts of other end-customers;
* not to access or attempt to access any User Content, which Customer is not authorized to access under the terms herein;
* not to disrupt or interfere with the security of, or otherwise cause harm to, Online Service, User Content, User Accounts, system resources, or underlying server and network infrastructure.
4. Online Service updates
Customer recognizes and agrees to the condition that Online Service will be updated and modified from time to time. These modifications may take the form of bug fixes, enhanced functions, new modules, changes in the user interface, conformity to new regulations, or other forms. Such updates and modifications can be made without advanced notice.
5. Technical Support
Service Provider will provide technical support for Customer regarding Online Service. Customer must request such support by contacting Service Provider and describing the nature of issue to be resolved. Service Provider will make reasonable efforts to respond to such requests in a timely manner. Customer will cooperate with Service Provider by providing information necessary to diagnose or resolve the issue. Customer acknowledges and accepts that Service Provider cannot guarantee that the issue will be resolved.
Customer and Service Provider may negotiate and sign a separate service level agreement (the “Service Level Agreement” or “SLA”) to cover specific technical support needs of Customer.
6. Online Service fees
All rights and privileges provided herein to Customer under this Agreement are subject to Customer’s payment of applicable fees (the “Fees”) to Service Provider. Fees of Online Service shall be defined and agreed during Registration and/or in Purchase Documentation. Customer shall pay Fees in advance on a monthly-basis and is non-refundable. There will be no refunds or credits for partial months of Online Service. All Fees are exclusive of taxes, levies, or duties imposed by taxing authorities; Customer is responsible for paying any such applicable tax.
In case of non-payment for any reason, Service Provider reserves the right to immediately bar Customer’s and Named Users’ access to Online Service.
7. Term and Termination
The term of Agreement (the "Term") shall begin when Customer starts using Online Service and shall continue until terminated by Customer or Service Provider by written notice. This Agreement will terminate automatically if Customer fails to comply with this Agreement. Upon any termination or expiration of this Agreement, Customer must immediately cease using Online Service.
8. Intellectual Property
Copyright, trademark and all other proprietary rights of Online Service rest with Service Provider and/or its licensors. Unless otherwise specifically provided herein or authorized by Service Provider in writing, all rights of Online Service not expressly granted herein are reserved. Customer agrees not to copy, republish, frame, make available for download, transmit, modify, rent, lease, loan, sell, assign, distribute, license, sublicense, reverse engineer, or create derivative works based on Online Service.
9. Warranties and Disclaimers
Online Service is provided "as is" and "as available”. Service Provider hereby expressly disclaims any representations or warranties of any kind, express or implied, including without limitation warranties of merchantability, fitness for any particular purpose, non-infringement, or as to the operation of Online Service. Service Provider gives no warranties as to the accessibility, performance, or availability of Online Service. Service Provider does not warrant or make any representations as to the security of Online Service. Customer acknowledges that any information sent may be intercepted in transmission or otherwise. Service Provider does not warrant that Online Service is free from viruses or any other harmful elements.
The use of Online Service is done at Customer’s own discretion and risk and with Customer’s agreement that Customer will be solely responsible for any damage to Customer’s device, loss of data, or other harm that results from such activities. Service Provider assumes no liability for any computer virus or other similar software code that is downloaded to Customer’s device from Online Service. No advice or information whether oral or written, obtained by Customer from Service Provider or from Online Service shall create any warranty not expressly stated this Agreement.
Customer understands and agrees that Customer uses Online Service at Customer’s own risk. In no event shall Service Provider be liable for any direct, indirect, consequential, punitive, special or incidental damages (including, without limitation, damages for loss of business, contract, revenue, data,information or business interruption), under any theory of liability, resulting from, arising out of or in connection with the use of, or inability to use Online Service, the statements or actions of any third party on Online Service, any unauthorized access to or alteration of Customer’s transmission of data, any information that is sent or received, or not sent or received, any failure to store data, any loss of data, loss or damage to files, loss or damage to the content, any services available through Online Service that are delayed or interrupted, even if Service Provider has been advised of the possibility of such damages. Any action brought against Service Provider pertaining to or in connection with Online Service must be commenced and notified to Service Provider in writing within one (1) year after the date the cause for action arose.
10. Customer’s Warranties
Customer hereby warrants that: (i) all information provided by Customer to Service Provider in connection with Online Service is true, accurate, correct, and up to date; (ii) Customer has full power and authority to enter into Agreement; (iii) Customer is of legal age to form a binding contract with Service Provider; (iv) Customer will seek all necessary governmental approvals required to effectuate Agreement; (v) Customer shall perform all of Customer’s obligations under this Agreement in accordance with applicable laws; and (vi) Customer’s editorial, text, graphic, audiovisual, and other content do not (1) infringe any intellectual property rights of any third party, (2) constitute defamation, libel or obscenity, (3) result in any consumer fraud, product liability, breach of contract to which Customer is a party or cause injury to any third party, (4) promote violence or contain hate speech, (5) violate any applicable law, statute, ordinance, or regulations, or (6) contain adult content or promote illegal activities.
Customer hereby agrees to indemnify and hold harmless Service Provider, its affiliates, officers, directors, agents, and employees, from any expense, loss, claim, damage, fine, penalty or liability, including reasonable fees for attorneys and other professionals, payable under any judgment, verdict, court order or settlement, to the extent resulting from any claim, demand, action, suit, arbitration, or other proceeding initiated by any third party, including the assessment, claim or demand by a governmental agency or entity, arising out of Customer’s breach of these Terms of Service.
Service Provider may assign or delegate these Terms of Service, in whole or in part, to any business entity at any time with or without Customer’s consent. Customer, however, may not assign or delegate any rights or obligations under these Terms of Service without Service Provider’s prior written consent, and any unauthorized assignment and delegation by Customer is void and ineffective.
14. Force Majeure
Service Provider will not be liable for any nonperformance, delay, error, data loss or other loss caused by any events or conditions that are beyond the reasonable control of Service Provider.
These Terms of Service will be enforced to the fullest extent permitted by applicable law. If for any reason any provision of these Terms of Service are held to be invalid or unenforceable under applicable law to any extent, then (a) such provision will be interpreted, construed or reformed to the extent reasonably required to render the same valid, enforceable and consistent with the original intent underlying such provision and (b) such invalidity or unenforceability will not affect any other provision of this Agreement.
16. Applicable Law
These Terms of Service shall be governed by and construed in accordance with the laws of Finland without regard to its conflict of laws rules. Customer agree’s to the exclusive jurisdiction of the courts of Finland for any claim or cause of action arising out of, or relating to or in connection with these Terms of Service or Online Service, provided that such exclusivity does not apply to legal actions initiated or brought by Service Provider.
Service Provider does not bear any responsibility nor assumes any risks if by any reason Online Service breaches national law of any country. Those who access Online Service do so on their own initiative and are responsible for compliance with their national laws.