Terms of Service
These Terms of Service (“Terms”) govern the use of Apprien Ltd’s (Business ID: 2612544-2; “Apprien”) automatic pricing engine (“Service”). The Service delivers sophisticated pricing analysis to maximize turnover.
the Customer understands and acknowledges that the method used by Apprien for pricing of products is an estimate and does not guarantee future results.
These Terms and the service order set out the legally binding terms and agreement for the use of the Service (the “Agreement”). By clicking the “accept” button displayed as part of the ordering process (as applicable), you agree to these Terms. If you are entering into the Agreement on behalf of a company or other legal entity, you represent and warrant that you have the full authority to bind such entity to these Terms and the Agreement. Further, If you are under 18, or a minor according to laws applicable to you, you represent that your legal guardian or legal representative has reviewed and agreed to these Terms and you have permission to access and use the Services.
2. Right of Use and Restrictions
Automatic Pricing Engine
Apprien hereby grants to the Customer, in return for and subject to the Customer’s timely payments of the applicable fees, a limited, non-exclusive, non-transferable and non-sublicensable (save for the Customer’s third-party services providers to the extent necessary for them to provide their services to the Customer) right to use the Service in the Customer’s internal commercial activities. Save as expressly allowed, the Customer may not offer or provide access to the Service to third parties without Apprien’s prior written consent. The Customer may not use the Service for any purpose other than agreed in these Terms and the relevant service order.
Apprien hereby grants to the Customer a perpetual, irrevocable, assignable, worldwide right to use and exploit the processed data created by the Service for any purpose that is permissible by law and in compliance with it, except resale of such data to non-affiliated third parties. For avoidance of doubt, the Customer may not use the Service to provide analysis services to third parties.
The Customer will be provided with the necessary user names and passwords to access the Service, but Apprien does not provide the Customer with the means, including but not limited to devices and internet connection, to use the Service, and the Customer is solely responsible for arranging the required means to connect to and use the Service.
Apprien shall not be liable for any losses or damages resulting from the use of the Service, faulty data, material or information generated by the Service resulting from incorrect or inaccurate data provided by the Customer.
No right granted by Apprien under these Terms shall pass until payments agreed in relation to the Service shall be made in full by the Customer to Apprien. All rights not expressly granted to the Customer are reserved by Apprien and its licensors. For the avoidance of doubt, sublicensing, renting, transferring, leasing or otherwise distributing the Service or the rights to use the Service is expressly prohibited. The Customer is also prohibited from creating works from and use the Service or any component of it, unless expressly granted permission by Apprien.
The Customer may not remove or alter any trademarks or legal notices included in the Service
The Service is only accessible over the internet. No software will be delivered to the Customer as part of the Service.
To use the Service, the Customer is required to use the Apprien application programming interface and associated documentation, code, and related materials (“Apprien API”, as described and made available for access and use at api.apprien.com.
The right to use the Service includes the right to access and use the Apprien API, always subject to your continuous compliance with these Terms, and these Terms apply to your activities in relation to the Apprien API.
To use the Service, the Customer is required to use the Apprien software development kit (“Apprien SDK”, as described and made available for access and use at sdk.apprien.com.
The right to use the Apprien SDK is subject to separate terms, as set out in connection with the Apprien SDK distribution package.
Data resulting from the Customer’s use of the Service (“Data”) shall be deemed the Customer’s Confidential Information. Notwithstanding the above, Apprien shall have the right to use all such Data in its internal use, including for the purposes of developing the Service, and to create analyses and insights based on such Data.
3. The Customer’s Obligations
The Customer is responsible for all activity occurring under the Customer’s Service and any support accounts. Further, the Customer is responsible for any activity by its employees and subcontractors. The Customer shall immediately notify Apprien of any: (i) unauthorized account use or other suspected security breach; (ii) unauthorized use, copying or distribution of the Service, or accompanying documentation; and (iii) unusual performance of the Service observed by the Customer.
The Customer agrees to provide current and complete account users’ information as necessary for Apprien to manage the Customer’s account.
The Customer agrees that Apprien may rely on all information provided to Apprien by the Customer from the designated e-mail addresses. Apprien may provide all notices, statements, and other communications arising under the Agreement to the Customer through either e-mail, posting on the Services or other electronic transmission.
The Customer alone shall be responsible for providing Apprien with sufficient and correct information necessary for the Service to process such information. The Customer shall be responsible for its use of the Service, the correctness and accuracy of the material, information and data provided to Apprien through the Service, as well as its reliance on any analysis or data generated by the Service.
The Customer agrees not to:
(i) interfere with or disrupt the Service or servers or networks that provide the Service;
(ii) attempt to decompile, reverse engineer, disassemble or hack any of the Service, or to defeat or overcome any of the encryption technologies or security measures or data transmitted, processed or stored by Apprien;
(iii) circumvent or attempt to circumvent technological measures designed to control access to, or elements of, the Service; or
(iv) use the Service in violation with any applicable law, rule, code and regulation.
4. Providing the Service
Apprien endeavours to make the Service accessible to the Customer at all times, excluding outages during regular downtimes for maintenance or updating or repairing the Service.
The Customer understands that for reasons that include, without limitation, system security and stability, the Service may regularly need to be updated or maintained affecting the availability of the Service and those operations may change the properties and functionalities of the Service over time. Some features, new versions, or other enhancements or updates to the Service may be subject to a separate or additional license fee.
Apprien may suspend the Service if Apprien deems it necessary to prevent any prohibited use according Section 3. or if Apprien deems that the Customer is in breach of the Agreement. Suspension of the Service shall be without prejudice to any rights or liabilities accruing prior to or during the suspension, including the Customer’s obligation to pay fees.
5. Intellectual Property Rights
These Terms shall have no effect on any intellectual property rights owned by either party prior to the initiation of the Service to the Customer nor shall the disclosure of e.g. documents, devices, software and/or parts thereof between the parties for the purpose of the Service have any effect on such rights. All rights related to the Service and content provided by Apprien in the Services shall belong to Apprien or its licensors.
The Customer hereby grants Apprien a worldwide, perpetual and irrevocable right to use the materials provided to it by the Customer (“Customer Materials”) solely to provide the Service to the Customer and for Apprien’s internal analysis to further improve and develop the Service. The Customer Materials shall not be used for other works unless expressly agreed in writing between the parties.
Apprien reserves all rights to all intellectual property rights and no rights shall be granted hereunder other than as expressly set forth in the Agreement. Content owned by third parties (including, without limitation, logos or trademarks), if any, shall not be used by the Customer for any other separate purpose.
A party shall keep confidential any trade or business secret of the other party received (“Confidential Information”) from such other party or its representative during the term of the Service and thereafter. Confidential Information shall include, inter alia, all information provided by the other party that are marked as confidential, any optimizing analyses methods and software, financial data of Apprien or the Customer, details relating to the assignment, the Customer’s product or service selections, all technical details relating to the products or services, solutions and models as well as all information to be held confidential according to law.
Confidential information does not include information that has become publicly available prior to the initiation of the Service, or which becomes publicly available without any breach of these Terms or due to a binding order of any court or governmental authority, or which is independently created or which are in the public domain.
The Parties’ obligation of confidentiality shall survive termination of the Agreement for a period of five (5) years thereafter (except with respect to any trade secrets where such obligations shall be perpetual).
Apprien shall have the right to use the Customer’s name in its list of clients on Apprien’s website and marketing materials, subject to the Customer’s prior written consent on the manner in which the Customer’s name is used. Apprien shall not however have the right to disclose further details regarding the nature of the co-operation, the Service provided, or the Customer’s product(s) in respect of which the Service is provided.
8. Fees and Payments
The Customer shall pay Apprien the fees set forth in the service order within thirty (30) days of the invoice date.
All payment obligations are non-cancelable and non-refundable. Late payment interest shall be determined in accordance with the Finnish interest rate act. In case of delay in payment, Apprien shall have the right to discontinue the provision of the Service and/or remove any user accounts related to the Customer’s use of the Service. Apprien reserves the right to change the prices upon 30 days prior written notice excluding the fixed term service fees agreed in the service order.
9. Limited Warranty
Apprien warrants that the Service will substantially conform to the relevant service description, and will be provided in a manner consistent with generally accepted industry standards.
WITH THE EXCEPTION OF THE LIMITED WARRANTY, ANY USE BY CUSTOMER AND USERS OF THE SERVICE IS AT CUSTOMER’S OWN RISK. THE SERVICE ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW. APPRIEN AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, NON-INFRINGEMENT, TITLE, AND OWNERSHIP. APPRIENAND ITS LICENSORS DO NOT WARRANT THAT THE SERVICES OR SOFTWARE: (1) ARE ERROR-FREE; (2) WILL PERFORM UNINTERRUPTED; (3) WILL MEET THE CUSTOMER’S REQUIREMENTS.
No data transmission over the internet can be guaranteed to be secure. Apprien is not responsible for any interception or interruption of any communications through the Internet or networks or systems outside Apprien’s control. The Customer is responsible for maintaining the security of its networks, servers, applications and access codes.
The Customer agrees to defend, indemnify and hold harmless Apprien, its affiliates, licensors, partners and subcontractors from all liabilities, claims and expenses, including reasonable attorneys’ fees, arising from or related to the Customer’s breach of these Terms or portion hereof, or any act or omission by the Customer relating to the Service. Apprien reserves the right to assume its own defense and/or control of any matter otherwise subject to indemnification by the Customer hereunder.
11. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF INCOME. APPRIEN’S LIABILITY UNDER THESE TERMS SHALL BE LIMITED TO THE SERVICE FEES PAID UNDER THE AGREEMENT DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
The limitation of liability shall not apply to damages caused by breaches of Sections 5, 6 or 10 or due to willful misconduct or gross negligence.
12. Term and Termination
The initial term of the Agreement is one (1) year (“Initial Term”). Unless set to terminate at the end of the Initial Term no later than thirty (30) days prior to the end of the then-current term, the term of the Agreement will automatically renew and remain in force until terminated with thirty (30) days’ written notice to the other party.
Any and all subscriptions or services added during a relevant term will co-terminate with the preexisting term.
Upon termination by the Customer, the Customer shall not be entitled to any refund of any already paid fees.
Each party shall have the right to terminate the Service with immediate effect if the other party is in material breach of its contractual obligations and fails to remedy such breach within fourteen (14) days after the other party’s written notice.
For the avoidance of doubt, the Customer’s right to use the Service, Apprien API and Apprien SDK shall terminate upon expiration or termination of this Agreement, and the Customer must then immediately cease all use thereof.
13. Force Majeure
Force Majeure means any failure by the Customer or Apprien to perform its obligations under these Terms caused by an impediment beyond its control which it could not have taken into account at the time the Customer accepted these Terms and the consequences of which could not have been reasonably avoided or overcome by the failing party. Force Majeure event shall mean, inter alia, strike, boycott, war or comparable armed conflict, disruption of public transport or payment transactions, act or any other measures on the part of the government preventing the performance under these Terms. Neither party shall be liable for delays or damages caused by a Force Majeure event.
14. Modifications to the Terms
Apprien may amend these Terms at its sole discretion by submitting the new terms to the Customer 30 days prior to their entry into force. The modifications shall not substantially affect to the rights and obligations of the the Customer without a separate written consent by the the Customer.
15. Applicable Law and Dispute Resolution
The Agreement shall be governed by and construed in accordance with the laws of Finland, excluding its rules on conflict of law. Any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination or validity thereof, shall be finally settled in Helsinki by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of Arbitrators shall be one and the arbitration shall be held in the English language.
16. Other Terms and Conditions
Binding effect and Assignment. The Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assignees. Apprien retains the right to assign the Agreement in its sole discretion. the Customer may not assign the Agreement without the prior written permission of Apprien. Nevertheless, the Customer may assign the Agreement to its affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets to a party, not competing with Apprien, provided the assignee has agreed to be bound by all of the terms of the Agreement and all fees owed to Apprien are paid in full.
Independent contractor. Nothing in these Terms shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. Either party has no authority to act as agent for, or on behalf of, the other party, or to represent the other party, or bind the other party in any manner.
Employment taxes and benefits. All taxes on net income and similar assessments, levies and government-imposed obligations with respect to providing the Service shall be the obligation of and be paid by Apprien.
Severability. If any provision of these Terms are held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of the Terms shall remain in full force and effect, and the provision affected shall be construed so as to be enforceable to the maximum extent permissible by law.
Waiver. The waiver concerning any breach of any provision of the Agreement shall not constitute a waiver of any subsequent breach of the same or any other provisions hereof.
Survival. Sections 5 (“Intellectual Property Rights”), 6 (“Confidentiality”), 7 (“References”), 8 (“Fees and Invoicing”), 9 (“Limited warranty”), 10 (“Indemnification”), 11 (“Limitation of liability”), 12 (“Term and Termination”), 15 (Applicable law and dispute resolution) and 16 (“Other terms and conditions”) these Terms shall survive the termination or expiration of the Service.