Inven Terms of Service
Last updated 27/3/2023
INVEN TERMS OF SERVICES
These Terms Services (“Terms”) apply to all products and/or services sold or licensed to the client (“Client”) by SearchCo Oy, a company duly incorporated and existing under the laws of Finland and having its registered address in Lönnrotinkatu 32 D 52, 00180 Helsinki, Finland (“Inven”).
Each of the entities mentioned above may be individually referred as to as “Party”, or collectively, the “Parties”
1. SERVICES
1.1. Services Identified in Purchase Order
Inven will make available, and the Client may have a limited, non-exclusive, non-transferrable, non-sublicensable, fee-bearing access and use, Inven services (the “Services”) identified in one or more Inven order forms (each, a “Order Form”) executed by Inven and the Client. Each Order Form is incorporated into these Terms by reference. If the terms of an Order Form conflict with these Terms, the terms in the Order Form shall prevail.
1.2. Site
The Services will be made available by Inven at its website located at www.inven.ai (the “Site”). For the purposes of these Terms, Content shall consist of any and all content or information of the Site or created by using the Services (“Deliverables” as defined in Section 1.5 herein) as well as any written reports sold or otherwise made available to the Client and any information the Client receives from Inven’s analysts, regardless of how that information is disclosed to the Client (“Content”).
1.3. Updates
Inven reserves the right to modify the Services, the Site, and these Terms from time to time. Any modification shall be effective upon posting on the Site where these Terms may be found. The Client is advised to review these Terms periodically. The Client’s continued use of the Services or Content following the posting of any change or modification to the Services, the Site or these Terms shall constitute the Client’s acceptance of such change or modification.
1.4 Delivery
Inven shall provide the Services and Content to the Client in digital form via password-protected online access available to each of Client’s Authorized User(s) (the “Authorized User” as defined in Section 2 herein) (the “Digital Delivery”). Digital Delivery of the Content will commence upon the agreed upon Effective Date (the “Effective Date” as defined in the Order Form).
1.5 Allowed Usage of the Services
The Services and Content shall only be used for the purposes of Client’s business operations. The Client shall be entitled to make a number, defined in the Order From, of copies of the text and/or graphical documentation that describe the outcome of the use of the Services (“Deliverables”) or Content.
1.6 Excused Down Time
Client’s use of the Services may be interrupted or unavailable from time to time, including under the following circumstances (collectively, “Excused Down Time”): (a) third party equipment malfunctions; (b) periodic maintenance or repairs which Inven may undertake from time to time; (c) emergency maintenance or repairs; (d) malfunctions and other failures relating to the web sites or services of third parties affecting the Services or Content; or (e) causes beyond the reasonable control of Inven, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion, or other failures.
1.7 Third Parties
Nothing in these Terms shall be intended to, or shall, confer any right on a third party.
2. AUTHORIZED USERS AND REGISTRATION
2.1 Authorized Users
An authorized user is a full-time or part-time employee or contractor of the Client who is a natural person and is designated by the Client as a user under these Terms (“Authorized User”). Authorized Users registered by any automated methods are strictly prohibited. Authorized Users shall not include or extend to corporate entities, such as parent companies, portfolio companies, or subsidiaries of Client; or entities formed through reincorporation, merger, acquisition, or other business combination, unless explicitly stated otherwise in the Order Form.
2.2 Quantity of Authorized Users
The Order Form identifies the number of Authorized Users who shall be granted access under these Terms. Upon payment of the fees specified in the Order Form, the Client may, during the term specified in the Order Form, increase the quantity of Authorized Users.
2.3 Registration
Upon Digital Delivery, each Authorized User shall be provided a unique username and password. Each unique username and password shall only be used by one individual unless otherwise specified in the Order Form. Such usernames and passwords shall not be shared and may not under any circumstances be used by anyone who is not an Authorized User to gain access to the Services or Content.
2.4 Responsibility for Authorized Users
The Client shall be responsible for all use of the Services by anyone accessing the Site or Services using a username or password issued to its Authorized Users. The Client must promptly notify Inven in writing if the Client becomes aware of any unauthorized access or use of the Services. Any breach of these Terms by the Authorized Users shall be deemed a breach by the Client. Inven shall not be liable for any loss or damage resulting from Client’s or Authorized Users’ failure to protect the accounts.
3. PAYMENT TERMS
3.1 Fees
The Client shall pay all fees listed in the relevant Order Form (“Fees”). The Fees only apply with respect to the term provided in the Order Form. Inven shall be entitled to change the Fees upon renewal of the Order with prior written notice to the Client.
3.2 Taxes
All Fees shall be exclusive of taxes, unless otherwise expressly specified. The Client shall be responsible for all taxes and other mandatory payments and duties. For the sake of clarity, Inven remains solely liable for any taxes assessed on its net income.
3.3 Payment Term
The Client shall pay undisputed invoices within fourteen (14) days of receipt. Amounts unpaid when due, shall be subject to penalty interest for late payment as set out in the Finnish Interest Act.
3.4 Right to Suspend the Services
In the event that a payment is late, Inven shall be entitled to suspend the Client’s access to Services until Inven receives the payment with the above-mentioned interest in full.
4. PROHIBITED USAGE
4.1 Competitive Usage
The Client agrees not to create a competitive product or incorporate any of the Services or Content into the Client’s own products or services, or any other individual or company’s products or services in any manner that either competes or is intended to compete with Inven. The use of Services or Content in a competitive manner to Inven is prohibited.
4.2 Interfering Usage
The Client shall not use, post, transmit or introduce any device, software or routine that interferes or attempts to interfere with the operation of the Site or Services. Further, the Client may not modify, decompile, decrypt, disassemble or reverse engineer any portion of the Services, Site, or Deliverables.
4.3 Unauthorized Access
The Client shall not permit anyone who is not an Authorized User, to:
- view, access, use, download, or print any Content or Deliverables;
- use the username or password of any Authorized User to access the Services or Content; or
- otherwise access or use the Services, Content or Deliverables in any other way.
The Client agrees not to redistribute, sublicense, transfer, sell, reverse engineer, offer for sale or disclose any of the Services or Content to any third party. The Client shall not rent, lease, sell, assign, distribute or otherwise transfer rights in the Services or share them to anyone that may be considered a competitor of Inven.
4.4 Technological Attacks or Scraping
The Client shall not use or attempt to use any deep-link, scraper, robot, bot, spider, data mining, computer code or any other device, program, tool, algorithm, process or methodology to systematically access, acquire, copy, or monitor any portion of the Content, Site or source code from which any software component of the Services is compiled or interpreted. The Client acknowledges that nothing in these Terms or Order Form shall be construed to grant the Client any right to obtain or use such source code.
4.5 Violations of Third-Party Intellectual Property
The Client may not use the Site, Services, or any Content in a manner that infringes or violates the intellectual property or proprietary rights of Inven or any third party, including, without limitation, the rights of privacy and publicity.
4.6 Violation of Laws
The Client will ensure that its use of the Services, Content, and the Deliverables complies with all applicable laws, statutes, regulation, and rules.
4.7 Suspension of the Services
In the event Inven has a reasonable belief that Client or any Authorized User is engaged in any unauthorized access or use of the Content, Services or Deliverables or is in violation of these Terms or Order Form, Inven, in its sole discretion, may immediately suspend Client’s access to the Services and/or Content until such violation is resolved to Inven’s reasonable satisfaction. Inven shall have no liability to Client for such period of suspension and a suspension shall have no effect on the Term or on Client’s obligation to pay the Fees. Prohibited Usage pursuant to this Section shall be deemed as Material Breach of these Terms.
5 INTELLECTUAL PROPERTY
The Client acknowledges and agrees that the Site, Content, Services, Deliverables, and any related documentation, including, without limitation, the content, layout, functions, design, appearance, trademarks, service marks, copyrights, patents and other intellectual property comprising the Site, Content, Services or Deliverables, are the proprietary intellectual property (the "Intellectual Property") of Inven, whether or not such material is copyrighted or patented. The Client further agrees that the original and any copies of the Site, Services and Deliverables are and shall at all times be the sole and exclusive property of Inven. Nothing in these terms or in the Order Form is intended to transfer the rights or ownership to the Intellectual Property. The Client expressly disclaims and waives any and all claims to any ownership interest in any such Intellectual Property, including, without limitation, any Content or Deliverables that the Client downloads, prints, or saves.
6 CONFIDENTIALITY
(”Confidential Information”) shall mean any financial, technical, administrative and other information, materials, data, drawings, reports, notes and other documents and information relating to a Party (the “Disclosing Party”), its group companies, owners and its and their respective businesses that the Disclosing Party, its group company or anyone acting on their behalf may disclose or otherwise make available to the other Party (the “Receiving Party”) or its representatives or which the Receiving Party otherwise becomes aware whether in written, oral, electronic or in any other form and irrespective of whether such information is marked as confidential at the time of disclosure or not.
The information shall not be deemed confidential if it:
- was publicly available at the time of disclosure of the information or became publicly available after the disclosure, in each case other than due to a breach of these Terms by the Receiving Party;
- was lawfully in the possession of the Receiving Party without any confidentiality obligations at the time of disclosure of the same by or on behalf of the Disclosing Party;
- was independently developed by a person having no direct or indirect access to the Confidential Information; or
- was received by the Receiving Party from a source other than the Disclosing Party, provided that such source was, to the best of the Receiving Party’s knowledge, legally entitled to disclose such information without any restrictions created by confidentiality obligations.
The Receiving Party undertakes: (i) to keep the Confidential Information strictly confidential and to treat and secure such Confidential Information at least with same due and care as the Receiving Party treats and secures its own confidential and proprietary information; (ii) not to disclose or reveal any Confidential Information to any third party without prior written approval by the Disclosing Party; and (iii) to use the Confidential Information only for the Purpose and not for any other purpose.
Notwithstanding anything above, the Receiving Party shall be entitled to disclose Confidential Information to its employees and contractors in extend that is required to comply with these Terms and the Order Form. The Receiving Party undertakes to inform its employees or contractors to whom any Confidential Information is disclosed of the confidentiality obligations of these Terms and to ensure that such employees and contractors comply with these Terms. In addition, the Receiving Party is always entitled to disclose Confidential Information to the extent required by applicable laws, order of competent authority or court, provided, however, that, to the extent legally permissible, the Receiving Party provides a prior written notice of such disclosure to the Disclosing Party.
The Receiving Party undertakes to notify the Disclosing Party without undue delay upon becoming aware of any unauthorised use or disclosure of the Confidential Information and to co-operate with the Disclosing Party for the purposes of returning the Confidential Information to the Disclosing Party and preventing such unauthorised use.
The obligations set forth in this Section 6 shall survive the expiration of the Order Form or these Terms for any reason. Upon the Disclosing Party’s request, the Receiving Party shall return and/or destroy all Confidential Information obtained from the Disclosing Party.
7. RECOGNITION
Notwithstanding anything in Section 6 of these Terms, Inven shall be entitled to use the Client’s name and logo on Inven’s promotional materials to identify the Client as a user of Inven Services.
8. TERM AND TERMINATION
8.1 Term
These Terms commences on the Effective Date of the first Order Form between the Parties and continues until expired or terminated. The Term of an Order Form shall be as set forth therein, will commence on the Effective Date thereof, and will automatically renew for additional, successive twelve (12) month renewal periods (each, a “Renewal Term”) unless otherwise specified in the Order From or terminated by either party with written notice of non-renewal at least sixty (60) days prior to the last day of the then current Renewal Term.
8.2 Termination for Cause
Either Party may terminate the Order Form and these Terms immediately upon written notice to the other Party in the event that the other Party: (a) Materially Breaches any provision of these Terms or an Order Form and fails to cure such breach within thirty (30) days after written notice of such breach; (b) becomes insolvent (c) dissolves or otherwise ceases operation of its business.
8.3 Consequences upon Termination/Expiration
Upon the termination or expiration of an Order Form or these Terms for any reason: (a) Inven’s obligations to the Client shall immediately and automatically terminate; (b) Client shall immediately pay to Inven any Fees outstanding pursuant to these Terms or an Order Form; (c) the Client shall remove all Content from its systems, servers, and other locations where Content may be stored. Notwithstanding the foregoing, the Client may retain all Deliverables obtained before the termination of these Terms, and Order Form, and any publicly available Content, such as a company’s address or a company’s name. Sections 3, 4, 5, 6, 7, 8, 10, 11, 12, 15 and 17 shall survive the termination of these Terms.
9. REPRESENTATIONS AND WARRANTIES
9.1 Warranties
Each Party represents and warrants to the other Party that it has full power and authority to enter into and perform its obligations under the Order Form and these Terms.
9.2 Disclaimer of Inven Warranties
The Site, Services, Deliverables, and Content are provided to the Client on an “as-is” and “as available” basis. Except as expressly stated in these Terms, there are no representations or warranties about the nature or quality of the Site, Services, Deliverables, or Content. Inven has not and cannot make any guarantee that the Content is an accurate reflection of real-world facts. Inven does not warrant that the Services will be uninterrupted, always available, timely, secure, or error free, nor does Inven make any warranty of any kind as to the performance of the Services or that any Deliverables that may be obtained or generated by the Service will be accurate, timely, or reliable.
9.3 The Client’s Assumption of Risk
Any decisions the Client makes on the basis of the Site, Services, Deliverables, or any Content are made solely at its own risk. Inven has no responsibility or liability arising from such decisions.
10. INDEMNIFICATION
10.1. Mutual Indemnification
Each Party shall indemnify, defend and hold the other Party harmless from any third-party claims, costs, reasonable attorneys’ fees, damages, or other liabilities caused by the indemnifying Party’s gross negligence or wilful misconduct.
10.2 Client’s indemnification
The Client shall defend and indemnify Inven from any third-party claims, costs, reasonable attorneys’ fees, damages, or other liabilities that arise out of Client’s unauthorized use or disclosure of the Site, Services, Deliverables, or Content. For the purposes of this Section 10, “Inven” includes any directors, officers, employees, or agents of Inven.
10.3 Procedures
A Party shall (a) promptly notify the other Party of any claim that would trigger the indemnification obligation in this Section 10; (b) assist the other Party, at that Party’s expense, in the defence and settlement of the claim; and (c) refrain from settling the claim without other Party’s prior written consent so long as they do not unreasonably withhold or delay such consent.
11. LIMITATION OF LIABILITY
EXCEPT IN CONNECTION WITH LIABILITY ARISING OUT OF BREACH OF INTELLECTUAL PROPERTY RIGHTS IN SECTION 5 OR CONFIDENTIALITY IN SECTION 6, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER INCLUDING, WITHOUT LIMITATION, ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA, IN ANY WAY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE CUMULATIVE LIABILITY OF A PARTY FOR ALL CLAIMS ARISING FROM OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID AND PAYABLE TO INVEN BY CLIENT UNDER AN ORDER FORM OR THESE TERMS DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE ACT, OMISSION, OR EVENT GIVING RISE TO SUCH LIABILITY, EXCEPT IN CONNECTION WITH LIABILITY ARISING OUT OF THE ABOVE-MENTIONED SECTIONS OF THESE TERMS.
12. RELATIONSHIP OF THE PARTIES
The relationship of Inven and the Client established by the Order Form and these Terms shall be solely that of independent contractors, and nothing herein shall create or imply any joint venture or other relationship. Except as otherwise provided herein, nothing in the Order Form or these Terms shall be construed to give either Party the power to give any agreement, statement, representation, warranty, or other commitment on behalf of other Party.
13. ASSIGNMENT
Neither party may assign its rights or obligations under the Order From or these Terms without the other Party’s prior written consent. Neither party may unreasonably withhold consent to such assignment. Despite the foregoing, Inven may assign its rights to collect payment due and owed under the Order Form and these Terms.
14. NOTICES
Any notices or other communications required hereunder shall be in writing and shall be deemed given when delivered in person, via email, or seven (7) days after the day on which they are physically mailed, addressed to the Parties at their addresses specified in the most recent Order Form.
15. ENTIRE AGREEMENT AND SEVERABILITY
15.1 Entire Agreement
These Terms together with all applicable Order Forms constitute the entire agreement between the Parties and shall supersede all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written. With exception of updates made to these Terms by Inven from time to time, no material modifications or amendments to the Order Form shall be valid except by written agreement signed by duly authorized representatives of both Parties.
15.2 Severability and Survival
If any term or provision of these Terms shall be held to be invalid, illegal or unenforceable, the remaining terms and provisions of these Terms shall remain in full force and effect, and such invalid, illegal or unenforceable term or provision shall be deemed not to be part of these Terms. Any provision of these Terms which, by its nature, is intended to survive, shall remain in effect following any termination or expiration of these Terms.
16. WAIVER
The waiver by either Party of a breach of, or default under, any provision of these Terms shall not be effective unless in writing and shall not be construed as a waiver of any subsequent breach of, or default under, the same or any other provision of these Terms. In addition, any forbearance or delay on the part of either Party in enforcing any provision of these Terms or any of its rights hereunder shall not be construed as a waiver of such provision or of a right to enforce the same for such occurrence or any future occurrence.
17. GOVERNING LAW AND DISPUTE RESOLUTION
These Terms shall be governed by and construed, interpreted, and enforced in accordance with the laws of Finland. Any disputes arising under or relating to these Terms or the Order Form shall be settled by mutual negotiations between the Parties in good faith. If, within thirty (30) days after written notice of such dispute has been served by either Party on the other, the Parties have not reached a negotiated solution, then upon a notice by other Party the dispute shall be submitted to arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The arbitration shall take place in Helsinki and the language of the arbitration shall be English.
18. FORCE MAJEURE
Neither Party shall be liable for any failure or delay in the performance of its obligations under these Terms if such failure or delay is directly caused by unforeseen events beyond the Party’s control such as any strike, fire, flood, or act of terrorism or war (a “Force Majeure Event”). A Party suffering a Force Majeure Event shall give notice immediately to the other Party and shall use its reasonable best efforts to resume performance. If the Force Majeure Event continues for a period of more than 90 days from the date of the notice of Force Majeure Event, the non-affected Party shall be entitled, at its sole discretion, to terminate the Order.
