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Basware General Terms

NOTICE TO USER: PLEASE READ THESE TERMS OF USE CAREFULLY. BY USING ANY PORTION OF THE BASWARE PORTAL SERVICE ("SERVICE") YOU ACCEPT ALL Of THE TERMS AND CONDITIONS SET FORTH BELOW.

These Portal Service Terms of Use ("General Terms of Use") apply to the use of the Basware Portal by any user (“User”). By using or otherwise accessing the Service, or any component thereof, in any manner whatsoever, User agrees to be bound by and comply with the terms and conditions of these General Terms of Use. If User does not agree to this Agreement, User should not access or use the Service in any manner.

1. BACKGROUND

1.1 Basware has developed certain software applications and invoice automation platforms which it makes available to subscribers via the internet. In connection with the use of the Basware software applications and invoice automation platforms Users may be provided with access to the Service.

1.2 Access to the Service is subject to the terms and conditions of this Agreement. Users may be asked to register with Basware prior to receiving access to the Service.

2. SERVICE

2.1 Use of the Service as contemplated by this General Terms of Use includes any actual or attempted access or use of the Service, including, without limitation, any transmission, exchange of information or communication associated with the Service.

2.2 The Service shall be delivered from the Service Center(s) as may be determined by Basware. Basware shall have the right to select and change the Service Center(s) used to provide the Service

3. OBLIGATIONS

3.1 User shall ensure that its network and systems comply with the relevant specifications provided by Basware from time to time; and be solely responsible for procuring and maintaining its IT systems and network connections.

3.2 User shall be responsible for backing up and storing the User Data

3.3 User shall be liable for data provided or transmitted by it to the Service in Service Centers. Furthermore, User has full responsibility of the User Data and data transmitted through the Service, including but not limited to non-interference with the technical operation of the Services (such as malicious code, viruses, computer intrusions, infringements and illegal tampering of data), non-infringement of third party copyrights and compliance with the applicable laws or regulations issued by authorities.

4. SERVICE LEVELS

4.1 Basware has the right to immediately modify, limit, suspend or terminate the User’s access to or use of the Service if the User breaches the General Terms of Use or if Basware deems that User’s access to or use of the Service presents a legal or business risk to Basware, the Service or any of Basware’s customers.

4.2 Basware is entitled to interrupt the delivery of the Service if it is necessary due to technical reasons concerning the delivery of Services. Basware will use commercially reasonable efforts so that the interruption lasts only a short time and it will cause as little harm as possible.

5. SUBCONTRACTING

5.1 Basware has the right to use sub-contractors when delivering the Services.

6. IDENTIFICATION INFORMATION FOR USE OF SERVICE

6.1 Basware shall assign user identifiers, numbers, addresses and other such identification to be used by the User (hereinafter "Identification Information") in using the Service(s). Basware is entitled to change the Identification Information, if required for regulatory or technical reasons.

6.2 User is responsible for making sure that the Identification Information is used only by its employees and is kept confidential. User is responsible for any use or possible misuse of Identification Information given to it. In the event that a third party has illegally attained the possession of Identification Information of the User, the User shall inform Basware’s customer services immediately thereof. Basware is entitled to close the account with immediate effect after having received the above-mentioned information.

6.3 Such information may be used also in national and international listings for the benefit of accelerating the use of e-invoicing Services by the User. For this purpose Basware is entitled to draw up a register of non-confidential Identification Information of e-invoicing address details of the User (excluding any sensitive or confidential information or user identifier) and the User contact persons necessary to offer the Services and for example to promote electronic invoicing sending and receiving, and to publish them in a written or electronic list.

7. USER DATA

7.1 For purposes of this General Terms of Use “User Data” shall mean the any data stored or otherwise provided by the User or Basware on User’s behalf for the purpose of using the Services or facilitating the User’s use of the Service as well as data generated by the Service based on User input. User Data shall not include usernames, other names and addresses allocated in the Service for the User and any parameters entered into the Service by Basware, which are considered to be identification information.

7.2 User shall own all rights, title and interest in and to all of the User Data and shall have sole responsibility for such User Data.

7.3 User shall provide Basware the User Data requested by it that is necessary for the delivery and operation of Services. User shall be responsible to inform its contact persons that their contact information and possibly other identifiable information included in the User Data is disclosed to Basware and obtain appropriate consents where necessary.

7.4 Basware is entitled to use the User Data for the purpose of analyzing and improving the Services.

8. DATA PRIVACY

8.1 Each Party warrants that it complies with applicable data protection legislation and takes full responsibility of its data and its processing under such legislation.

8.2 If Basware processes any personal data on the User’s behalf when performing its obligations under the Agreement, the Parties record their intention that User shall be the data controller and Basware shall be a data processor in any such case.

8.3 User acknowledges and agrees that the where specific Services so require personal data may be transferred or stored outside the country where the User is located in order to carry out the Services.

8.4 User shall ensure that the User is entitled to transfer the relevant personal data included in User Data to Basware so that Basware may lawfully use, process and transfer the personal data on the User’s behalf.

8.5 User shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation.

8.6 User shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data or its accidental loss, destruction or damage. User agrees that it shall not take any action that would interfere with the operation of the Service.

8.7 Basware and User agree that neither party will disclose confidential information that it may receive from the other party (“Confidential Information”) to any third party, or use the Confidential Information in any manner except as explicitly authorized in these General Terms of Use. Basware and User agree to use the same degree of care to prevent disclosure of the Confidential Information as they use to protect their own confidential information, but no less than a reasonable degree of care. In the event of any unauthorized disclosure of Confidential Information, the disclosing party shall provide the other party with written notice of the details of such disclosure.

9. FEES

9.1 The Service is offered through a variety of distribution channels, some of which include a service fee or other payment obligation. Any offering of fee-based services may be presented via email, a posted notice on the Service, or other published means and shall be provided upon User’s acceptance of these General Terms of Use and fees. Any fees charged by Basware are considered earned as of the first day of the monthly billing period, and shall be payable in accordance with Basware’s standard billing process. The fees are subject to change and Basware may change the nature of its services offered from time to time. Notice of such changes may be presented via email, a posted notice on the Service, or other published means.

10. WARRANTIES

10.1 BASWARE MAKES NO WARRANTIES, EXPRESS OR IMPLIED REGARDING THE SERVICE. BASWARE HEREBY SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BASWARE DOES NOT WARRANT THE UNINTERRUPTED, SECURE OR ERROR-FREE OPERATION OF THE APPLICATION OR THAT BASWARE IS ABLE TO PREVENT ALL THIRD PARTY DISRUPTIONS OF THE APPLICATION OR THAT BASWARE IS ABLE TO CORRECT ALL ERRORS.

10.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

10.3 USER EXPRESSLY UNDERSTANDS AND AGREES THAT BASWARE, ITS AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR:

(A) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS;

(B) ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY USER, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF:

(I) ANY CHANGES WHICH BASWARE MAY MAKE TO THE SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICES (OR ANY FEATURES WITHIN THE SERVICES);

(II) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH USER’S USE OF THE SERVICES;

(III) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL;

10.4 THE LIMITATIONS ON BASWARE’S LIABILITY SET FORTH ABOVE SHALL APPLY WHETHER OR NOT BASWARE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

11. INDEMNIFICATION

11.1 Indemnification by User. User shall indemnify, defend and hold harmless Basware and Basware’s directors, officers, employees, agents, consultants, customers, shareholders, distributors and sublicensees from and against all claims, actions, liabilities, losses, expenses, damages and costs, including, but not limited to, reasonable attorneys’ fees, that may at any time be incurred by reason of: (a) any claims arising out of the conduct of Users business or use of the Service; (b) any transaction submitted through the Service; (c) any third party claim arising out of or related to breach or alleged breach of User’s obligations hereunder; (d) any claim based upon alleged errors or omissions or misrepresentations in the information provided by User; or (e) any viruses, Trojan horses, worms, time bombs, cancelbots, other computer malware or programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, that are contained in the information provided by User.

11.2 Indemnification by Basware. Basware shall indemnify, defend, and hold harmless User and User’s directors, officers, employees, agents, consultants, shareholders, distributors, and sublicensees from and against all claims, actions, liabilities, losses, expenses, damages, and costs, including, but not limited to reasonable attorneys’ fees, that may at any time be incurred by reason or any third party claim arising out of or relating to breach or alleged breach of, or any claim that is otherwise inconsistent with Basware’s representations or warranties contained in these General Terms of Use.

11.3 Limitation of Liability. EXCEPT WHEN DUE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF BASWARE, BASWARE WILL NOT BE LIABLE TO ANY USER OR ANY THIRD PARTY FOR LOSS OF PROFITS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA, INTERRUPTION OF BUSINESS, COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, OR FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR INCIDENTAL DAMAGES, ARISING OUT OF OR RELATED TO THESE GENERAL TERMS OF USE, HOWEVER CAUSED, AND WHETHER ARISING UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY. EXCEPT WHEN DUE TO THE GROSS NOGLIGENCE OR WILLFUL MISCONDUCT OF BASWARE, IN NO EVENT SHALL BASWARE’S TOTAL LIABILITY IN CONNECTION WITH THESE TERMS OR THE USE OF THE SERVICES, WITH REGARDS TO A PARTICULAR USER, EXCEED THE TOTAL AMOUNTS PAID TO BASWARE BY SUCH USER HEREUNDER.

12. INTELLECTUAL PROPERTY RIGHTS

12.1 All rights in the Service, including all intellectual property rights related to the Service belong to Basware and shall remain in the ownership of Basware. Each Party owns its respective Intellectual Property Rights and no Intellectual Property Rights shall be granted by agreeing to the General Terms of Use.

13. TERMINATION

13.1 Basware shall have the right to immediately terminate User’s use of the Service in the event of a breach by User of the General Terms of Use.

13.2 Basware may terminate User’s use of the Service for any reason with thirty (30) days’ notice.

14. ASSIGNMENT OF GENERAL TERMS OF USE

14.1 Basware shall be entitled to transfer the General Terms of Use, in whole or in part, to an Affiliate of Basware for the purpose of restructuring, or to a third party to which the relevant business operations concerning the Services is transferred.

15. APPLICABLE LAW AND DISPUTE RESOLUTION

15.1 These General Terms and the Agreement shall be governed by the laws of the country of incorporation of Basware.

15.2 Any dispute, controversy or claim arising out of or in connection with these terms, or the breach, termination or invalidity thereof, that cannot be settled by negotiations between the Parties, shall be finally settled in local competent courts in the country of incorporation of Basware.

15.3 Nothing herein shall be deemed to prevent a Party from seeking interim injunctive relief or such other relief as may be available subject to applicable law.

16. MISCELLANEOUS

16.1 Nothing in these General Terms and the Agreement is intended to or shall operate to create a partnership between the Parties, or authorise either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

16.2 These General terms and the Agreement do not confer any rights on any person or party (other than the Parties to the Agreement and, where applicable, their successors and permitted assigns).

16.3 Failure or delay on the part of either Party to exercise any right, power or privilege hereunder shall not operate as a waiver thereof. A waiver of any right under the Agreement is only effective if it is in writing and it applies only to the Party to whom the waiver is addressed and to the circumstances for which it is given.

16.4 Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude statutory rights provided by law.

16.5 If any part of these General Terms of Use is held to be invalid or unenforceable such determination shall not invalidate any other provision of these General Terms of Use and the Agreement; and the Parties shall attempt, through negotiations in good faith, to replace any part of these General terms of Use so held to be invalid or unenforceable. The failure of the Parties to reach agreement on the replacement provision shall not affect the validity of the remaining part of these General Terms of Use.