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Spinder Company Oy's General Terms of Use for the Revial service

1. Introduction

1.1 These General Terms and Conditions ("Terms") govern the use and provision of the Service by Spinder Company Ltd or its subsidiaries ("Service Provider") to the Customer specified on the Order Form and form part of the agreement ("Agreement") between the Customer and the Service Provider.

1.2 Capitalised terms not specifically defined in these Terms shall have the meaning given to them in the Order Form. Definitions are set out in Section 12 of these Terms.

2. The service

2.1 General information

2.1.1 Subject to the terms of the Agreement, the Customer orders and the Service Provider delivers to the Customer the Services specified in the Order Form.

2.1.2 The Service Provider will endeavour to make the Services available 24 hours a day, 7 days a week, excluding downtime for maintenance and technical support. The Service Provider shall take reasonable steps (i) to carry out maintenance activities in such a way as to cause the least possible disruption to the Service and (ii) to notify the Customer in advance of any interruption to the Service.

2.1.3 The Customer shall be responsible, at its own expense, for obtaining and maintaining the necessary hardware, software and internet connections to enable it to use the Service.

2.2 Account management, access rights and users

2.2.1 Persons nominated by the Customer will be given administrator access rights ("Administrators") to manage the Customer's account and end users. If any Administrator or End User is no longer authorized to use the Service, the Customer shall immediately notify the Service Provider.

2.2.2 The Customer is responsible for ensuring that all of its Administrators and end users use the Service in accordance with these Terms and as required by law. The Customer shall also be responsible for the careful maintenance of any IDs and passwords associated with the use of the Service and for any acts or omissions occurring through its account. In the event of suspected unauthorized use of the Service or associated passwords, the Customer shall immediately notify the Service Provider.

2.2.3 The Customer shall grant each End User a personal licence which may not be shared, transferred or otherwise used by anyone else unless otherwise stated in the Agreement.

2.3 Restrictions on use

2.3.1 You agree not to (i) use the Service in a manner that violates any person's rights, violates any law or is otherwise inappropriate, (ii) sublicense, sell or otherwise transfer your right to use the Service, (iii) attempt to decompile or reverse engineer the Service or any part thereof, except to the extent expressly permitted by applicable law, (iv) modify, translate or reverse engineer, localize or create derivative works from the Service; (v) use any automated method to mass-produce data or output from the Service; (vi) use the Service to build and commercialize a competing product or service; or (vii) use the Service in a manner that disproportionately burdens, hinders or attempts to interfere with the proper working of the Service.

2.3.2 The Customer is responsible for the use of the Service, both for itself and for its affiliates, Administrators and end-users, and for compliance with the restrictions on use set forth in Section 2.3.1. If the Service Provider has reasonable grounds to suspect that the Customer (or an individual Administrator or End User) has violated Section 2.3.1, the Service Provider shall notify the Customer by e-mail ("Service Notification") and request the Customer to remedy the situation without delay. The Service Provider may, after giving written notice, temporarily suspend the Customer's (or the individual Administrator's or End User's) access to the Service if (i) the Service Provider has reasonable grounds to believe that the violation is causing harm to the Service Provider, (ii) the Customer fails to comply with a reasonable time limit set forth in the Service Notice to correct the violation, or (iii) the violation cannot be corrected. If the Customer fails to take the action required by the Service Notice within 10 business days of the suspension, the Service Provider may, without prejudice to its other rights and remedies, terminate the Agreement immediately with cause in accordance with Section 4.2.

3. Fees and billing

3.1 Fees

3.1.1 The Customer shall pay the agreed fees for the Service, which (i) are set out in the Order Form/Contract or, unless otherwise stated in the Order Form/Contract, (ii) shall be charged in accordance with the Service Provider's then-current standard pricing.

3.1.2 The Customer's obligation to pay the Fees is not (i) conditional upon the provision of any future functionality or features unless otherwise agreed in writing between the parties and (ii) conditional upon any statement not contained in the Agreement.

3.1.3 The Service Provider has the right to change the fees for the Service as specified in this Agreement from the beginning of the next contract period by giving at least 45 days' notice of the change.

3.1.4 If the Agreement is terminated, the Customer shall pay all fees due before the termination date. Unless expressly stated otherwise herein, no refund of any payments already made will be made to the Customer, except for any prepaid fees for the period beyond the termination date. If the Customer terminates the Contract without just cause before the end of the current Contract Period, the Customer shall immediately pay all outstanding payments to the end of the Contract Period in one instalment.

3.2 Payment terms

3.2.1 Invoices are due 14 days net from the date of the invoice.

3.2.2 If the Service Provider has not received a properly invoiced amount by the due date, the Service Provider shall be entitled (without waiving any other rights) to: (i) charge interest on the overdue amount at the rate of 12% per annum, and (ii) suspend the Customer's access to the Service until the due payments have been made in full, provided that the Service Provider has given at least 10 business days' notice of the suspension and the Service Provider has not received payment of the overdue payments within that period. In the event of repeated delays in payment, the Service Provider may also require advance payment or shorter payment terms for future contractual periods.

3.2.3 The prices for the Service do not include VAT or any other taxes, duties, levies, customs duties or similar public charges ("Taxes"). Applicable VAT and any other Taxes referred to above will be added to the Prices and the Customer will be responsible for payment thereof.

4. Duration and termination of the contract

4.1 Duration

4.1.1 The Agreement shall enter into force on the earlier of (i) the effective date ("Effective Date") or (ii) the date on which the Customer commences using the Service and shall remain in force for the initial term of the Agreement as set out in the Order Form ("Term").

4.1.2 Unless the Agreement is terminated by (i) the Service Provider upon at least 60 days' written notice or prior to the end of the then-current Contract Period, or (ii) the Customer upon one (1) month's written notice at any time, the Agreement shall automatically continue indefinitely for periods equal to the length of the Contract Period ("Contract Periods").

4.2 Dismissal for just cause

In addition to any other termination rights expressly provided in the Agreement, either party may terminate the Agreement for cause by written notice if: (i) the other party materially breaches the Agreement and fails to cure the breach within 30 days after written notice; (ii) the other party becomes subject to insolvency, liquidation, winding-up, administration or administration proceedings; or (iii) the other party goes bankrupt, ceases trading or otherwise terminates its business.

4.3 Effects of termination and validity of provisions

4.3.1 Upon termination of the Agreement for any reason, (i) the access rights under clause 8.2 shall cease (except to the extent and for the period that the Service Provider is required to assist the Customer in restoring the data in accordance with clause 4.4) and (ii) all outstanding claims shall become immediately due and payable.

4.3.2 Upon termination of the Agreement, each Party shall promptly return or, if so instructed by the other Party, destroy all Confidential Information in its possession.

4.3.3 All provisions and conditions of the Agreement which by their nature are intended to remain in force shall survive termination of the Agreement to the extent necessary to protect the rights and obligations of the parties. It should be noted that the confidentiality obligations in Clause 7.2 (Confidentiality) shall remain in force for a period of (i) 5 years after the termination of the Agreement or (ii) in the case of Confidential Information containing Intellectual Property of an Intellectual Property nature, for the duration of such Intellectual Property right.

4.4 Effects of termination of contract and change of provider

This Term defines the Customer's rights and the Service Provider's obligations in relation to the change of the Service to another data processing service or the migration to the Customer's own ICT infrastructure in accordance with the EU Data Regulation (EU) 2023/2854.

4.4.1 General principles and starting the exchange process

  1. Period of notice: the Customer has the right to initiate the process of changing the Service Provider by notifying the Service Provider in writing. The termination period is one (1) month in accordance with section 4.1.2.

  2. Customer's notice: during the notice period, the Customer must inform the Service Provider whether, at the end of the notice period, the Service Provider intends to: a) switch to another designated data handling service provider, b) transfer its data and digital assets to its own infrastructure, or c) only remove its transferable data and digital assets from the Service.

  3. Support for the exit strategy: the Service Provider undertakes to support the Customer's exit strategy and to provide the Customer with relevant and reasonable information and support for the planning and implementation of the exchange process. Unless otherwise expressly agreed, support and information will be provided through documentation provided by the Service Provider to the Customer.

4.4.2. Transition period and obligations of the Service Provider

  1. Duration of the Transition Period: the Service Provider shall transfer all Transferable Data, Applications and Digital Assets to the destination specified by the Customer without undue delay and no later than thirty (30) calendar days after the end of the notice period specified above ("Transition Period").

  2. Obligations of the Service Provider during the Transition Period: During the Transition Period, the Service Provider is obliged to: (a) provide reasonable assistance to the Customer and any third parties authorised by the Customer in order to complete the migration process; (b) maintain the operation and continuity of the Service in accordance with the Agreement and with due diligence; (c) clearly inform the Customer of any known risks that may affect the continuity of the Service during the Transition Period; and (d) ensure a high level of data security throughout the process, including data security during migration, in accordance with applicable law.

  3. Exception to the transition period: if the 30-day transition period mentioned above is not technically possible, the Service Provider must inform the Customer in writing and justifiably within 14 working days of the request for a change. In this case, the Service Provider shall propose an alternative, technically justified transition period, which shall not exceed seven (7) months. The continuity of the Service shall be guaranteed throughout the extended transition period.

  4. Customer's right to extend the transition period: the Customer has the right to extend the transition period once by notifying the Service Provider in writing. The extension must be appropriate and reasonable.

4.4.3. Data and digital assets to be transferred

  1. Content of Transfer: the categories of data and digital assets transferred during the Exchange Process include data entered by Customer into the Service or directly generated through Customer's use of the Service ("Transferable Data").

  2. Non-transferable data: categories of data related to the internal operation of the Service Provider's data processing service will not be transferred (e.g. trade secrets and data protected by intellectual property rights of the provider or a third party).

4.4.4 Data retrieval and deletion

  1. Data Retrieval Period: at the end of the agreed Transition Period, a thirty (30) calendar day Data Retrieval Period will begin, during which the Customer will still have access to its Transferable Data.

  2. Final deletion of data: at the end of the Data Retrieval Period, the Service Provider undertakes, and is entitled, to irretrievably delete all Customer Transferable Data and Digital Assets from its systems.

4.4.5. Termination of the contract

This Agreement shall be deemed terminated when: a) the exchange process has been successfully completed, or b) the notice period has expired and the Customer has indicated that it only wishes to delete its data.

4.4.6. Exchange fees

Until 12.1.2027, the Service Provider may charge the Customer for any fees incurred in the switching process. These fees shall not exceed the actual and direct costs incurred by the Service Provider for the exchange process. Costs may arise from the transfer of data, the export and import of data, the transfer of data on behalf of the Customer to new systems, cloud costs for the transfer of data and any other additional costs incurred specifically as a result of the switching process. For the avoidance of doubt, these costs will be negotiated and agreed in writing with the customer separately.

As of 13.1.2027, the Service Provider will not charge the Customer any fees in connection with the switching process.

5. Obligation to pay compensation

5.1 Responsibility of the service provider

5.1.1 The Service Provider shall defend the Customer against any claim by a third party that the Customer's use of the Service under this Agreement infringes that third party's intellectual property rights and shall indemnify the Customer for all damages, costs and reasonable attorneys' fees resulting from such claim that are ultimately awarded by the Customer against the third party.

5.1.2 If Customer's use of the Service results (or, in the opinion of the Service Provider, is likely to result) in a claim of infringement of intellectual property rights, the Service Provider may, in its sole discretion: (i) replace the Service with a substantially equivalent product or service; (ii) obtain for the Customer the right to continue using the Service; or, if options (i) and (ii) are not commercially reasonable, (iii) terminate this Agreement and refund to the Customer any unused fees paid in advance. Subject to clause 5.1.1, however, the Service Provider shall have no obligation to indemnify or defend the Customer to the extent that a third party claim arises from (a) material, data or technology not provided by the Service Provider (alone or in combination with the Service), (b) data entered by the Customer ("Feed"), (c) a Printout generated by the Service that is the result of an Input that violates the terms of the Agreement or for which the Customer knew or should have known that the Printout was likely to infringe the rights of a third party; or (d) any modification or use of the Service that violates the Agreement.

5.2 Customer responsibility

The Customer shall defend the Service Provider against any third party claim arising out of a Submission or a Printout from the Submission that violates the terms of the Agreement or that the Customer knew or reasonably should have known was likely to infringe someone's rights, and the Customer agrees to indemnify the Service Provider for all damages, costs and reasonable attorneys' fees resulting from such claim that the Service Provider ultimately awards to the third party.

5.3 Handling of claims for damages

5.3.1 The liability of one party to the other party under paragraphs 5.1 and 5.2 shall be subject to the following conditions: The party subject to the Claim ("Claimant") shall (i) promptly notify the other party ("Responsible Party") in writing of the Claim, (ii) give the Responsible Party exclusive control in defending the Claim and in any negotiations (provided, however, that the Responsible Party may not contract, binding the Claimant to any liability or limiting the Claimant's intellectual property rights or containing any modification that does not unconditionally release the Claimant from liability, without the written consent of the Claimant), and (iii) provide the Responding Party with reasonable assistance in defending and resolving the Claim at the Responding Party's expense.

5.3.2 For the avoidance of doubt, in this Section 5 "Claim against the Claimant" also includes claims against the Claimant's affiliates and their officers, directors and employees.

6. Guarantees and limitations of liability

6.1 Characteristics of the Service and Customer Responsibilities

6.1.1 The customer understands that AI and machine learning technologies are constantly evolving. The Service Provider will continuously strive to improve the accuracy, reliability, security and usefulness of the Service. However, the Customer should be aware that due to the nature of AI and machine learning, the use of the Service may in some circumstances produce an inaccurate Printout that does not correspond to actual persons, places or facts. The Customer is responsible for assessing the accuracy and quality of the Printout in a manner appropriate to its purpose, for example by human verification of the Printout prior to its use. The Customer is also responsible for the legality of the Customer Content, including ensuring that the use of the Customer Content does not infringe the rights of any third party.

6.2 Guarantees for the Service

6.2.1 During the term of the Agreement, the Service Provider warrants that (i) the Service substantially conforms to the written descriptions provided by the Service Provider and (ii) the Service will be performed in a professional manner.

6.2.2 The Service Provider also warrants that, to the best of its knowledge, the Service does not infringe the intellectual property rights of any third party.

6.2.3 If the Service does not meet the guarantees set out in clause 6.2.1, the Customer's sole and exclusive remedies (unless in the case of gross negligence or wilful default by the Service Provider) are: (i) to require the correction of the defect and (ii) if corrective measures are not taken or not possible and there is a material defect, to exercise its right to terminate the Agreement in accordance with clause 4.2.

6.2.4 Except as otherwise expressly warranted in these Terms, the Service is provided "as is" and the Service Provider makes no warranties, express or implied (statutory or otherwise), including warranties of merchantability, fitness for a particular purpose, quality, accuracy, title or non-infringement. The Service Provider does not warrant that use of the Service will be uninterrupted or error-free. The Service Provider shall have the right, in its sole discretion, to improve, expand, modify (including, subject to Section 6.2.1, removing features) and correct any defects in the Service at any time, even if such action may temporarily interfere with the Customer's access to or use of the Service.

6.3 Guarantees for the execution of the works

6.3.1 The Service Provider warrants that any implementation or commissioning work ("Implementation Work") specified in the Agreement will be carried out in a professional manner.

6.3.2 If the Service Provider breaches clause 6.3.1 (other than as a result of gross negligence or wilful misconduct), the Customer's sole and exclusive remedies are: (i) to require the correction of the defect so that the Service Provider reperforms the Execution Work properly; (ii) if reperformance is not possible or would cause material prejudice to the Customer, to claim a reasonable price reduction or compensation in proportion to the defect; and (iii) if corrective action is not taken or is not reasonably practicable and the breach is material, to terminate the Agreement in accordance with clause 4.2.

6.4 Liability and limitations of liability

6.4.1 Neither party shall be liable for indirect or consequential damages or any special, incidental or consequential damages, including loss of profits or business opportunities, substitute service costs or other economic loss arising out of or in connection with this Agreement, even if advised of the possibility of such damages.

6.4.2 Except for (i) the Customer's payment obligations, (ii) the parties' obligations under clause 5 (Indemnity) and (iii) liabilities which cannot be limited by law (e.g. gross negligence or wilful misconduct), the aggregate liability of each party under this Agreement shall not exceed the amount of the Service Fees paid or due by the Customer in the last 6 months before the claim arises.

6.4.3 The liability cap in clause 6.4.2 shall not apply if a party breaches clause 7.2 (Confidentiality) or the data processing agreement between the parties. In such cases ("Elevated Claims"), the aggregate liability of each party shall be limited to an amount not exceeding two (2) times the amount of the Service Fees paid or due by the Customer in the preceding 6 months.

6.4.4 Any claim for damages must be made in writing to the other party no later than 12 months after the injured party became aware or should have become aware of the event giving rise to the damage, but no later than 6 months after termination of the Agreement. Late claims will not be considered.

6.4.5 The Service Provider accepts that the Customer's subsidiaries may use the Service, provided that this has been agreed in the Order Form, and the Service Provider's liability also covers any damage caused to such subsidiaries. The Customer shall be responsible for the use of the Service by its affiliates in accordance with the terms of the Agreement as if they were the "Customer" for the purposes of this Agreement. However, any claim under this Agreement may only be brought by the Customer and not by its Affiliates individually. Customer shall be responsible for its Affiliates as if they were itself, and Service Provider may bring claims for breach of this Agreement by the Affiliates directly against Customer.

6.4.6 You are solely responsible for ensuring that your use of the Service and the Printouts complies with all applicable export control laws and trade sanctions.

7. Confidentiality and data security

7.1 Confidential information

7.1.1 "Confidential Information" means any information disclosed orally or in writing by either party ("Information Provider") to the other party ("Information Recipient") (i) that is marked confidential or which, by its nature and the context in which it is disclosed, must be understood to be confidential, (ii) Customer Content, (iii) the Service, (iv) the terms of the Agreement, and (v) any business and marketing plans, technology and technical information, product plans and descriptions, and business processes that the parties disclose to each other in connection with the Agreement.

7.1.2 In paragraph 7.1.1 above, no information shall be considered Confidential Information if (i) at the time of disclosure or subsequently becomes public knowledge without the Recipient breaching its obligations of confidentiality; (ii) the Recipient knew without any obligation of confidentiality prior to the disclosure by the Discloser (as evidenced by the Recipient's documents); (iii) a third party discloses to the Recipient of the Information legitimately without an obligation of confidentiality; or (iv) the Recipient of the Information independently develops without making use of the Data Donor's Confidential Information (as evidenced by documents of the Recipient of the Information).

7.2 Confidentiality and permitted disclosures

7.2.1 The Recipient shall (i) maintain the Confidential Information of the Discloser in confidence, (ii) protect the Confidential Information of the other party with at least as much care (but not less than reasonable care) as it protects its own Confidential Information, and (iii) not use the Confidential Information for any purpose unrelated to the performance of its obligations under this Agreement.

7.2.2 The Recipient shall disclose Confidential Information only to those of its own employees, members of its institutions, advisors, agents, subcontractors or consultants who (i) have a need to know such information in order to carry out and administer the purpose of the Agreement, and (ii) are under obligations of confidentiality as strict or more strict than those imposed by this Agreement. The Data Recipient shall be responsible for ensuring that the aforementioned parties comply with such obligations.

7.2.3 The Data Recipient may also disclose Confidential Information if required to do so by law or by a competent court or authority. If the Data Recipient is required to disclose Confidential Information pursuant to a compelling law or order, it shall, unless prohibited by law, promptly notify the Data Discloser and give the Data Discloser an opportunity to seek to obtain confidentiality or other protective treatment for the disclosed information prior to disclosure.

7.3 Information security

7.3.1 Each Party shall take reasonable and appropriate technical and organizational measures to protect the security of access to and use of the Confidential Information.

7.3.2 The Service Provider shall comply with its security policy as set out on its website (as in force from time to time) and shall not degrade the level of security during the term of the Agreement.

8. Intellectual property rights

8.1 General information

8.1.1 The Service Provider and its affiliates or licensors own all right, title and interest in and to the Service, including without limitation all intellectual property rights therein and any modifications, updates and enhancements thereto. Nothing in this Agreement shall be deemed a transfer or license of such rights except as expressly provided herein.

8.1.2 It is agreed between the parties that the Customer, its affiliates and/or licensors own all right, title and interest in the Customer Content.

8.1.3 The Customer acknowledges that the Feed that the Customer enters into the AI system may be identical or similar to material entered into the Service by other users. The Customer also acknowledges that (i) due to the nature of AI systems and machine learning, the Output produced by the Service may not be unique between different customers/end users, and (ii) the Service may produce an identical or similar Output for the Service Provider or a third party. Questions submitted to the Service by other customers and answers provided by the Service to other customers shall not be considered Customer Input, Printout or Customer Content for the purposes of this Agreement.

8.2 Access rights

8.2.1 Subject to the Customer's and its affiliates' compliance with this Agreement, the Service Provider grants the Customer and its affiliates a limited, non-exclusive, non-transferable, non-transferable (except to affiliates where expressly agreed), revocable, for the duration of the Agreement, in the jurisdictions for which the Service is made available by the Service Provider and for the number of users specified in the Order Form, to use and exploit the Services specified in the Order Form for the internal business of the Customer and its Affiliates.

8.2.2 Subject to the Customer and its Affiliates' compliance with this Agreement, the Service Provider grants to the Customer and its Affiliates a perpetual, non-exclusive, non-transferable, non-transferable (except to the Affiliates if expressly agreed), royalty-free right in the areas of use where the Service is available to use any Supplies provided by the Service Provider to the Customer for the Customer's and its Affiliates' internal business. Unless otherwise expressly agreed in any Statement of Work, the Service Provider shall retain all proprietary rights in the Deliverables, except for the Customer Content or any derivative thereof that may be included in the Deliverables.

8.2.3 The Customer grants the Service Provider a limited, non-exclusive, non-transferable, non-transferable (except to affiliates) and revocable right for the duration of the Agreement to use, store, copy, transmit, modify and display the Customer Content for the purpose of providing the Service in accordance with the Agreement. Except for this express license, Customer reserves all right, title and interest in and to the Customer Content.

8.3 Feedback, usage data and training of models

8.3.1 The Service Provider encourages the Customer (including Administrators and End Users) to provide feedback, comments, ideas, suggestions and proposals for improvement ("Feedback") in relation to the Service. The Customer understands that the Feedback will not be treated as confidential information and the Service Provider may use the Feedback without limitation and without any obligation to pay compensation. All intellectual property rights arising from the Feedback shall belong exclusively to the Service Provider.

8.3.2 The Service Provider may also collect Usage Data to develop, improve, maintain and operate the Service. The Service Provider shall not disclose the Usage Data to any third party except (i) in accordance with Section 7 or (ii) to the extent that the Usage Data is aggregated and anonymized in a manner that does not identify the Customer or its end users. Data shall not be disclosed to third parties not specified in the Data Processing Agreement

8.3.3 The Service Provider will not use the Customer's Confidential Information to train generative or basic AI models, nor will the Service Provider allow its subcontractors to do so, unless specifically agreed in writing (e.g. for fine-tuning).

9. Personal data

When the Service Provider provides the Service to the Customer, it will process any personal data contained in the Customer Content on the Customer's behalf and in accordance with the instructions set out in the data processing agreement between the parties (including the terms and conditions of the sub-processors mentioned in the data processing agreement). For the avoidance of doubt, Customer Data (including Personal Data) will always be stored in the European Economic Area, unless otherwise expressly agreed.

10. Miscellaneous terms and conditions

10.1 This Agreement does not create any corporate, partnership, agency or agency relationship between the parties or their affiliates. The Parties are independent of each other and neither Party shall have the right to bind the other Party or enter into any commitments on behalf of the other Party without the prior written consent of that Party.

10.2 Unless otherwise specified in the Agreement, all notices, authorisations and consents must be in writing and shall be deemed to have been given when they are (i) delivered personally to the addressee; (ii) sent by letter and two business days have elapsed since posting; or (iii) sent by email and the date of dispatch is at hand. Notices of termination must be addressed to Provider at support@revial.ai-sähköpostiosoitteeseen and to Provider's Account Manager. All other notices under the Agreement shall be given to the contact persons of the parties specified in the Order Form.

10.3 The delay or failure of either party to exercise any right under the Agreement shall not constitute a waiver of that right. A party may waive any provision of the Agreement only by written notice signed by a duly authorised representative of that party. A single waiver or flexibility of any provision of the Agreement shall not constitute a waiver thereof in the future or a repeated waiver of any other provision of the Agreement.

10.4 If any provision of this Agreement is found to be invalid or unenforceable in whole or in part, the validity of the remaining provisions of this Agreement shall not be affected. To the extent that such invalidity materially impairs either party's interest or performance under the Agreement, the parties shall negotiate a reasonable modification to remedy the situation.

10.5 Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party (which consent shall not be unreasonably withheld). However, either party may, without the consent of the other, assign the Agreement in its entirety: (i) to its Affiliate; or (ii) in the event of a merger, acquisition, reorganization or sale of substantially all of its assets.

10.6 The Service Provider may use subcontractors to provide the Service, provided that it complies with the confidentiality obligations in Section 7 and processes the personal data in accordance with the data processing agreement between the parties. The Service Provider shall be liable for the acts and omissions of its subcontractors as if they were its own, and the Service Provider shall remain the Customer's sole point of contact for matters relating to the Service.

10.7 If the use of references is agreed between the parties separately (for example, by e-mail), the Customer grants the Service Provider the right to use the Customer's trade name, trademarks, logos and statements made publicly by the Customer as reference material for marketing and communication purposes, as an indication of the Customer as a customer of the Service Provider. Upon written request by the Customer, the Service Provider shall cease using such materials in accordance with such request and without undue delay.

10.8 Neither party shall be liable for any delay or failure to perform its obligations under the Agreement to the extent that such delay or failure is caused by circumstances beyond its reasonable control and materially interferes with the performance of the party or its subcontractors. Such force majeure events include, but are not limited to, acts of God, epidemics or pandemics, war, acts of terrorism, riots or other civil commotion, industrial action (such as boycott, strike, lockout), acts of public authority, telecommunications interruptions, failures of Internet service providers or widespread Internet disruptions, interruptions in electricity or other essential commodities.

10.8.1 A Party that invokes force majeure as a barrier referred to in clause 10.8 above shall promptly take commercially reasonable steps to remove the barrier and mitigate its effects. If the performance of the Service is substantially prevented for more than one (1) month due to such force majeure, either party shall have the right to terminate the Agreement by written notice without liability for damages.

10.9 This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of the Service and supersedes all prior oral or written agreements, undertakings and representations made or submitted between the parties with respect to such subject matter.

10.10 The Service Provider may modify these Terms (and any annexes thereto) by posting the updated Terms on its website. Notice of any change to the Terms must be given 30 days prior to the change by email and in the Software. However, the Service Provider may not amend the Terms in such a way as to reduce its obligations in relation to the protection of confidential information without the express written consent of the Customer.

10.10.1 If the Customer reasonably believes that any change to the Terms and Conditions will have a material adverse effect on the Customer, the Customer shall notify the Service Provider within 15 days of the publication of the change. If the Service Provider is unable to resolve the problem raised by the Customer (for example, by reinstating the previous Condition for the remainder of the Term) within 15 days of notification, the Customer may terminate the Contract by giving 5 days' written notice without additional charge and the Service Provider shall refund to the Customer any unused fees paid in advance.

11. Applicable law and dispute resolution

11.1 This Agreement shall be governed by Finnish law, excluding its conflict of law provisions.

11.2 Disputes arising out of this Agreement shall be finally settled by arbitration in accordance with the rules of the Central Chamber of Commerce for Expedited Arbitration. However, the Central Chamber of Commerce Arbitration Committee may, at the request of a party, decide that the dispute shall be resolved in accordance with the Central Chamber of Commerce Arbitration Rules instead of the Expedited Procedure Rules, if the Arbitration Committee deems this appropriate taking into account the value of the dispute, the complexity of the case and other relevant circumstances. The place of arbitration is Helsinki and the language is Finnish.

12. Definitions

"Subsidiary" means the parent company of a Party or any legal entity that directly or indirectly through control is controlled by or under common control with the parent company. "Control" in this context means the power, direct or indirect, to direct the management and activities of a legal person, whether by ownership of voting shares, by contract or otherwise.

"Confidential Information" is defined in Section 7.1.1.

"Data Creator / Data Recipient" is defined in Section 7.1.1.

"Deliverables" means all deliverables (including the Software, if applicable) provided by the Service Provider to the Customer in connection with any Implementation Work.

"Effective Date" means the date on which the Order Form is signed by duly authorised representatives of both parties.

"Increased Requirements" is defined in section 6.4.3.

"Terms" is defined in section 1.1.

"Implementation Work" means the work or service performed by the Service Provider and separately agreed by the parties in the Work Order for the purpose of the Customer's implementation (if such a Work Order has been made).

"Contract Period" is defined in Section 4.1.1.

"Input" means data, software, documents, third party services and other content (such as user prompts) that is stored, transmitted, entered or otherwise provided by you or anyone acting on your behalf in connection with your use of the Service.

"Intellectual Property Rights" means all intellectual and industrial property rights, including patents, trademarks, trade names, service marks, domain names, design rights, utility models, copyrights, related rights, database rights, confidential know-how, trade secrets and similar rights (whether registered or unregistered), including the right to apply for registration, throughout the world.

"Printout" means the equivalent or final output produced by the Service that is returned to or on behalf of the Customer based on the Input provided in the Service.

"Data Recipient" is defined in Section 7.1.1.

"Service" means the Service Provider's Revial artificial intelligence (AI SaaS) platform, consisting of a cloud service accessed through a browser-based interface and/or desktop application (or, if separately agreed in the Order Form, interfaces, plug-ins or add-ons to other software provided by the Service Provider) and related documentation and modules provided by the Service Provider or its affiliates to the Customer under this Agreement. For the avoidance of doubt, the "Service" does not include the Customer Content or any Implementation Works.

"Statement of Work" means a document or documents, separately agreed between the parties and attached to the Order Form, describing any Implementation Work and integrations that Service Provider will perform in connection with Customer's deployment of the Service.

"Customer Content" means both the Input and the Output, together and separately.

"Contract Period" means the Contract Period and all subsequent Contract Periods together.

"Usage Data" means information and data reflecting Customer's and its end users' use of the Service, usage volume, duration, functionality, features, visits, sessions, clicks or similar interactions, and any statistical or other analyses or derivative works based thereon. Usage Data does not include any Customer Content.