FLOWHAVEN TERMS OF USE

Flowhaven is the supplier of the software system known as Flowhaven end-to-end brand productization platform. The software system is a brand licensing and brand productization management solution intended for commercial work and creative collaboration. The software is provided as a service over the Internet.

These Flowhaven Terms of Use (the “Terms”) govern and apply to the use of the Services provided by Flowhaven to User via the Website. User acknowledges that by accessing and/or using the Services, User is deemed to have read and understood these Terms and agrees to be bound by them. These Terms constitute a legally valid and binding agreement between Flowhaven and User.

Flowhaven may, at its sole discretion and at any time, amend these Terms. By continuing to use the Services, User shall be deemed to have read, understood and accepted the amendments to the Terms, and agrees to be bound by them. The amendments to the Terms shall become effective upon their publication at https://www.flowhaven.com/ (the "Website").

DEFINITIONS

“Agreement” means the agreement between Flowhaven and User regarding the Services and consisting of the terms and conditions set out in these Terms and in Flowhaven's subscription confirmation to User.

”Effective Date” means the date on which User begins to use the Services or the first day of the Subscription Term, whichever is earlier.

“Error” means a material deviation in the Software Service as made available to User from the way it ought to have been made available as per the Software Description, and which negatively affects User's use of the Software Service and which is not minor; and in respect to the Support Service, a material deviation in the manner the Service was performed from the way it ought to have been performed as per the Support Description, the consequence of which negatively affects User and which is not minor.

"Flowhaven" means Flowhaven Oy, a limited liability company incorporated and existing under the laws of Finland, with business identity code 2737531-2, whose registered office is at Metallimiehenkuja 10, 02150 Espoo, Finland.

“Ordered Modules” means the ordered modules of the Flowhaven software set forth in the Agreement and further defined in Software Description. The Ordered Modules contain certain Salesforce components that are provided by Salesforce and are subject to the SFDC Service Agreement, available at https://www.salesforce.com/company/legal/agreements/ . User agrees to be bound by the SFDC Service Agreement.

"Parties" means Flowhaven and User jointly

"Party" means either Flowhaven or User individually.

“Salesforce” means Salesforce.com EMEA Limited and, where the context so requires, its corporate affiliates.

“Services” means the Software Service and the Support Service.

“Software Description” shall mean the description relating to the features, functions and use of the Software Service as set out in the Agreement.

“Software Service” shall mean the Ordered Modules of the cloud-based Flowhaven software provided by Flowhaven to User via the Website.

“Subscription Term” shall mean the subscription term set forth in the Agreement.

“Support Description” shall mean the description of the Support Service as set out in the Agreement.

“Support Service” shall mean the support service described in the Support Description.

“User” means the user of the Services.

“User Data” means the data User stores in the Software Service which, for the avoidance of doubt, shall not include any data which may be accessed by way of a link or otherwise through the Software Service but in fact is stored in the system of (i) a third party storage provider or (ii) User.

SERVICES

Flowhaven shall, as of the first day of the Subscription Term, make the Software Service available to User and provide to User the Support Service. Flowhaven shall provide to User the Services substantially in accordance with the Agreement, but shall not be under an obligation to achieve a specific end-result.

User shall render Flowhaven such assistance as may be necessary or expedient in order for Flowhaven to provide the Services to User, including providing information and instructions when requested.

The Software Service shall comprise only the Ordered Modules. Nothing in the Agreement shall be construed as creating any obligation to Flowhaven with respect to any other module or software. For the avoidance of doubt, the use of the Software Service requires that User acquire a license to a separate cloud storage service provided by a third party (such as Dropbox, One Drive, or Google Drive). Such a third party license is not included in the Software Service. Such third party services shall be excluded from Flowhaven’s liability and subject to terms and conditions defined by the respective suppliers of each third party service.

The Ordered Modules contain certain Salesforce components that are provided by Salesforce and are subject to the SFDC Service Agreement. Notwithstanding any other term herein, Flowhaven shall not be liable for a breach of its obligations under the Agreement to the extent Salesforce interrupts, ceases, or otherwise makes a faulty provision of the Salesforce components. Flowhaven however agrees to use commercially reasonable efforts to mitigate the impact thereof on the provision of the Software Service.

At least some of the Ordered Modules have limited or minimum amount of permitted Users or other limited or restricted terms and conditions regarding the use of the Software Service. The user accepts that Flowhaven or Salesforce may audit User’s use of the Ordered Modules through the Software Service or by other means and the User shall reasonably cooperate with Flowhaven and/or Salesforce in conducting the audit. If Salesforce conducts the audit, it shall have the right to provide the results of the audit to Flowhaven and if Flowhaven conducts the audit, it shall have the right to provide the results of such audit to Salesforce. Both User and Flowhaven/Salesforce shall be responsible for their own costs relating to such audit unless otherwise agreed between the Parties.

If the audit reveals unauthorized use of the Software Service, User agrees to pay to Flowhaven within thirty (30) days’ notice from Flowhaven’s written request, the difference between the price charged by Flowhaven to User for the applicable Ordered Module and the then-current list price of Flowhaven for the full-use version of such Ordered Module for all subscriptions showing unauthorized use beginning with the date of the first violation and ending at the end of the then-current Subscription Term. Upon such payment, all subscriptions subject to unauthorized use are converted into full use subscriptions for the remainder of the ongoing Subscription Term.  

The user itself shall ensure that its networks, workstations, and other equipment meet the technical requirements for the Software Service and that they are configured in an appropriate manner. User understands that it may be required to install third-party software on its equipment in order to use the Software Service.

IPR AND LICENSE

All intellectual property rights as well as all rights, title, and interest in the Services, shall belong to, vest in, and be the exclusive property of Flowhaven or its licensors. Nothing in the Agreement shall be construed as an assignment or transfer of title to an intellectual property right, including without limitation in the Services, from Flowhaven to User.

Subject to continuous compliance with terms of and due to payment of the fees by User in accordance with the Agreement, Flowhaven grants to User a worldwide, limited-term, non-exclusive, non-transferable, non-sublicensable, royalty-free (except as provided herein) license to use the Software Service for its own internal business purposes. The license granted pursuant to this clause is limited to (i) the maximum amount of users; and (ii) user’s respective usage rights. The amount of users and their respective usage rights are set forth in the Agreement.

The user accounts of User are personal and may not be shared with anyone, without the prior written consent of Flowhaven. User may however request Flowhaven to re-assign the user account to another employee who is replacing an employee who has terminated employment with the User's employer organization.

User shall not (i) sell, resell, license, sublicense, distribute, rent, or lease the Software Service or include the Software Service in a service bureau or outsourcing offering; or (ii) use the Software Service to develop, enhance, market, or demonstrate services, software or products that are competitive with the Software Service. Further, except as may be allowed by mandatory applicable law, User shall not (i) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute the Software Service by any means; or (ii) reverse engineer, disassemble, or otherwise reduce to human-perceivable form all or any part of the Software Service.

SUSPENSION

Flowhaven shall use commercially reasonable efforts to keep the Software Service available continuously. Flowhaven does not represent or warrant that the provision of the Software Service will be uninterrupted or error-free.

Flowhaven shall be entitled to suspend the provision of the Software Service: (a) as may be necessary for its or its subcontractors, maintenance, updating, or other similar reasons. In such case, Flowhaven shall use commercially reasonable efforts to notify User in advance; (b) in response to a serious threat to the security or integrity of the Software Service and continue the suspension for as long as it can assure itself of the Software Service’s continued security and integrity. Flowhaven shall use commercially reasonable efforts to resolving the situation quickly; (c) if Flowhaven suspects that User burdens or uses the Software Service in a manner that jeopardizes the delivery of the Software Service to other users.

CHANGES

Flowhaven may from time to time at its sole discretion make such changes to the Software Service that do not materially hinder the functionality of the Software Service and that do not cause the Software Service to materially deviate from the Software Description. Flowhaven may also from time to time update or make changes to the Software Service even if they cause the Software Service to no longer to conform to the Software Description. In these cases, Flowhaven shall give User notice of the updated version being taken into use at least thirty (30) days prior to the change becoming effective. Flowhaven shall ensure that all User Data remains available in any updated version of the Software Service as well. Flowhaven shall also provide a description of the changes, which are deemed to replace the relevant parts of the Software Description.

FEES AND PAYMENT TERMS

In consideration of the Services provided by Flowhaven to User, User shall pay to Flowhaven the fees set out in the Agreement.

Flowhaven may update the fees or fee calculation method (e.g. fixed user rights or log in quantities) set forth in the Agreement once every calendar year by giving written notice to User of the updated fees at least sixty (60) days prior to the updated fees coming into effect. The updated fees replace the original fees set forth in the Agreement.

Should Users not accept Flowhaven’s updated fees or fee calculation method, it may terminate the Agreement no later than thirty (30) days prior to the updated fees coming into effect. Such termination shall become effective on the date the updated fees come into effect.

All fees and other prices specified in the Agreement shall include all public charges determined by the authorities and effective on the effective date of the Agreement, with the exception of VAT. VAT shall be added to the fees in accordance with the then-current regulations. Should the amount of public charges determined by the authorities, or the collection basis of such charges, change due to changes in regulations or taxation practice, the fees specified in the Agreement shall be adjusted accordingly.

All invoices shall be due net fourteen (14) days from their date. In the event of late payment, Flowhaven shall be entitled to (i) late payment interest in the amount of eight percent (8%) per annum, and (ii) suspend the provision of the Services until payment in full is received.

IPR INFRINGEMENT

In the event the Software Service infringe a third party intellectual property right in a country where Flowhaven is established, Flowhaven shall indemnify and hold harmless User from any loss or damage incurred by User as a result of such infringement, provided that: (a) User shall without delay notify Flowhaven of any claim made against it alleging the Software Service or its use in accordance with the Agreement infringes any third party intellectual property rights; (b) User shall authorize Flowhaven to defend the claim on behalf of User; (c) User shall render Flowhaven any such assistance as may be necessary or expedient for a proper defense; (d) does not agree on any settlement of such claim or action prior to a final judgment thereon by a competent court of law or an arbitral tribunal, without the express prior written consent of Flowhaven. In the event User has conducted itself in accordance with this clause, Flowhaven pays any damages finally awarded to the third party claimant by a competent court of law or an arbitral tribunal.

If Flowhaven reasonably believes that the Software Service or User’s use thereof in accordance with the Agreement infringes or may infringe any such third party intellectual property rights, Flowhaven shall have the right, at its own expense and in its sole discretion, to: (a) procure for User the right to continue to use the Software Service, or (b) modify the Software Service to the extent necessary to avoid the infringement, or (c) replace the Software Service Services with equivalent services. If none of the above options is available to Flowhaven on a commercially reasonable basis, Flowhaven shall have the right to terminate the Agreement with immediate effect.

Flowhaven shall not be liable for any infringement or claim thereof in the event the claim: (a) is made by an affiliate of User, or (b) is due to User Data, a change to the Software Service made by User, or the Flowhaven having followed instructions given by User, or (c) is due to use of the Software Service in conjunction with a third-party software package or service for which User has not obtained Flowhaven’s approval, or (c) which could have been avoided by using a patch, upgrade or otherwise amended software provided by Flowhaven. This clause sets out Flowhaven’s exclusive liability, and User’s sole remedy, for any infringement of third party intellectual property rights.

USER DATA

All rights and title in User Data shall vest in the User or its licensors. User grants Flowhaven a limited, worldwide, non-exclusive, royalty-free, sub-licensable license to User Data as necessary for the provision of the Services under the terms of the Agreement. This may include accessing User Data for the purpose of administering and configuring the Software Service.

User represents and warrants that User's Data complies with all applicable laws and that it does not infringe any third party intellectual property rights anywhere in the world. To the extent User Data does include material protected by such third party intellectual property rights, User represents and warrants that it has obtained a sufficient license to the material to grant Flowhaven the license. In the event User Data does infringe a third party intellectual property right in breach of the warranty, User shall indemnify and hold Flowhaven harmless from any loss or damage incurred by Flowhaven as a result of such infringement.

Except as expressly set forth in the Agreement, Flowhaven disclaims all responsibility for the accuracy, quality, integrity, and legality of User Data. The terms between Salesforce and User relating to the return of User Data upon the termination of the Agreement are set forth in the SFDC Service Agreement. Flowhaven itself shall have no responsibility in relation to User Data upon the termination of the Agreement.

Flowhaven will maintain commercially reasonable administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of User Data resident in the Software Service. Neither Flowhaven nor Salesforce shall have any responsibility whatsoever for data which may be accessed by way of a link or otherwise through the Software Service but in fact is stored in the system of (i) a third party storage provider; or (ii) User. It is User’s responsibility to put in place and to maintain safeguards for the security, confidentiality and integrity (including without limitation the responsibility to maintain backups) of such data.

In the event Flowhaven processes personal data in the course of providing the Services as set forth hereinafter, it does so on behalf of User who shall be deemed the data controller. Each Party shall comply with applicable European and foreign data protection legislation and regulation in force from time to time, including those deriving from Directive 95/46/EC and the General Data Protection Regulation (Regulation (EU) 2016/679).

CONFIDENTIALITY

The Parties agree to keep confidential any information received from the other Party which is marked confidential or which must reasonably be understood to be confidential and to not use such information for any other purpose than those under the Agreement. The confidentiality obligation shall not apply to information or material that: (a) is publicly available or otherwise public, or (b) the receiving Party has received from a third party without any duty of confidentiality, or (c) the receiving Party was in possession of without any duty of confidentiality prior to receiving it from the disclosing Party, or (d) the receiving Party has developed independently without taking advantage of any materials or information received from the disclosing Party, or (e) the receiving Party is required to disclose under law or governmental order.

In the event of termination of the Agreement, a Party must at the other Party’s request stop using any information or material received from the other Party and return or destroy the material and all its copies in a reliable manner. A Party is entitled, however, to retain such materials as required by law or regulatory order. Both Parties are always entitled to use any professional skill and experience gained in connection to this Agreement. In addition, Flowhaven shall be entitled to use User’s name and the particular User case as a reference in Flowhaven’s marketing, including without limitation Flowhaven Website, social media accounts and offers, unless otherwise agreed between the Parties in writing.

LIMITATION OF LIABILITY

Flowhaven disclaims all representations, warranties, and liabilities other than those explicitly provided for in the Agreement.

Neither Party shall be liable for any indirect or consequential damage or loss. For the avoidance of doubt, indirect damage is understood to include, e.g., loss of profit, loss of use, loss of contracts, loss of production, loss of data, and all other forms of indirect loss. The total aggregate liability of each Party in connection hereto shall not exceed the sum of the fees paid by User hereunder during the six (6) full calendar months immediately preceding the event giving rise to the Party’s liability.

The limitation of liability provided for in data processing shall not apply to (a) wilful misconduct or gross negligence; (b) User’s indemnification obligation in user data; (c) IPR or IPR infringement hereof; or (d) any other liability towards a Party which cannot be limited by mandatory law.

ERRORS

Flowhaven shall be liable to cure any Errors in the Software Service as part of and as provided for in connection with the Support Service. In the event there is an Error in the way Flowhaven performs or has performed the Support Service itself, the User shall be entitled to require that Flowhaven reperform the Support Service to the extent relevant, reasonable, and possible.

Flowhaven’s liability, and User’s remedies, for any errors in the Services are exhaustively set out in this clause and, with respect to Errors sufficiently serious to permit termination, in clause “Miscellaneous”. Flowhaven’s liability for providing the Software Service shall not extend to the performance of any third-party service providers.

FORCE MAJEURE

Neither Party is liable for any non-performance, delay, damage, or loss that is due to an event beyond the control of the Party and the consequences of which a Party could not by reasonable efforts prevent or overcome. War, insurrection, earthquake, flood, other comparable acts of nature, general interruption of traffic, telecommunications, power distribution, import or export restriction, strike, lockout, boycott, and other comparable industrial action shall all be regarded as force majeure events unless otherwise shown. Strikes, lockouts, boycotts, and comparable industrial action shall all be deemed force majeure events even if a Party is a party to such action or the target thereof. A force majeure event with respect to a Party’s subcontractor shall also be regarded as a force majeure event with respect to the Party itself if it cannot obtain the object of the subcontractor’s performance from elsewhere. A Party must give the other party notice in writing of force majeure and the ending thereof without undue delay.

USER NAME AND PASSWORD

Users shall ensure that its user name and password to the Software Service are treated as Confidential Information. The user name and password are user-specific. The user shall be responsible for the use of its user name and password.

In the event, either Party becomes aware or reasonably suspects that any of the User’s password has become known to a third party it shall promptly notify the other Party at which time Flowhaven may suspend the relevant user account until it has assured itself of the continued security of the Software Service and the integrity of any data stored therein. Flowhaven may also elect to monitor the use of such accounts in order to detect and trace any misuse of the Software Service.

User shall at Flowhaven’s request change its user name and/or password as may be necessary or expedient in order to ensure the continued security of the Software Service. Flowhaven may also provide User entirely new user account for the same reason, which account User shall thereafter use when accessing the Software Service.

TERM AND TERMINATION

The Agreement shall come into effect on the Effective Date and shall remain in force for the duration of the Subscription Term unless terminated earlier in accordance with the provisions herein.

User may terminate the Agreement during one (1) month’s period from the Effective Date (so-called “onboarding period”) for convenience, by giving Flowhaven one (1) day’s prior written notice. Users may also terminate the Agreement where it does not accept Flowhaven’s updated fees pursuant to clause “Fees and payment terms”.

Flowhaven may terminate the Agreement for convenience by giving User thirty (30) days prior written notice. Flowhaven may also terminate the Agreement with immediate effect: (a) under the IPR Infringement clause and on the conditions set out therein, or (b) in the event that Salesforce: (i) terminates the platform solution reseller agreement between Flowhaven and Salesforce as is in force from time to time, and (ii) Flowhaven cannot on commercially reasonable terms procure the continued provision of the Salesforce components required for the Software Service until the next renewal date of the Subscription Term. If Flowhaven terminates the Agreement in accordance with this clause, Flowhaven shall refund any prepaid fees for the Software Service for the period after such termination becoming effective.

Each Party may terminate the Agreement with immediate effect in the event the other Party materially breaches the Agreement and fails to cure such breach within thirty (30) days of having been notified in writing of the breach and the non-defaulting Party’s intent to terminate pursuant to this clause.

Upon expiry or termination of the Agreement: (a) Flowhaven shall not be required to return any sums paid by User unless otherwise stipulated herein, (b) any invoices or debts outstanding at the time of termination shall not be affected by such termination or expiration, (c) any terms and conditions that by their nature or otherwise reasonably should survive cancellation or termination of the Agreement shall be deemed to so survive, (d) Flowhaven may delete any copies of User Data.

MISCELLANEOUS

Assignment. Flowhaven is free to assign the Agreement in whole or in part. User may not assign the Agreement in whole or in part, without the prior written consent of Flowhaven.

Subcontractors. Flowhaven shall be entitled to use subcontractors in the performance of its obligations under the Agreement. Flowhaven shall be liable for the performance of its subcontractors as for its own.

Entire Agreement. The Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matters covered and supersedes all prior negotiations, understandings, and agreements, whether written or oral, relating to the subject matters covered.

No Waiver. No waiver of any term or condition of the Agreement or of any right or remedy arising in connection therewith shall constitute a continuing waiver. A waiver is not valid or binding on the Party granting that waiver unless made in writing.

References to Law. A reference to a statute or legal provision made herein shall be construed as a reference to the statute or provision as in force from time to time. If the referred to statute or provision has been repealed or replaced, the reference shall be construed as being to the closest equivalent statute or provision as in force from time to time.

Severability. If any part of the Agreement is determined to be invalid or unenforceable, such determination shall not invalidate any other provision of the Agreement. The Parties shall attempt, through negotiations in good faith, to replace any such invalid or unenforceable part of the Agreement with a comparable provision that is enforceable and valid. The failure of the Parties to reach an agreement on such a replacement provision shall not affect the validity of the remaining provisions of the Agreement.

Export Restrictions. The user shall comply with all applicable laws and regulations on export restrictions. The user shall not export or re-export the Software Service or its documentation or permit or suffer it to be used in violation of said restrictions.

Notifications. All notifications must be made in writing. Unless the Parties agree otherwise, notification can be made by email to the addresses specified in the Agreement. The notification shall be deemed received within five (5) days if sent by regular mail or on the date of the email, provided that the sender can verify the delivery. Each Party shall immediately notify the other Party of any change in contact persons or details. The updated information replaces the contact information provided in the Agreement.

GOVERNING LAW AND DISPUTE RESOLUTION

The Agreement shall be governed by and construed in accordance with the laws of Finland, excluding its choice of law provisions.

Any dispute, controversy, or claim arising from or relating to this Agreement shall be primarily settled through mutual negotiations between the Parties. Should the Parties promptly fail to reach an outcome acceptable to both Parties, the dispute, controversy or claim shall be settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Finland Chamber of Commerce. The seat of arbitration shall be Helsinki, Finland. The language of the proceedings shall be English. However, evidence may be submitted and witnesses may be heard in Finnish if the arbitral tribunal deems it appropriate.

DATA PROCESSING

This clause sets out the terms and conditions for the processing of Personal Data by Flowhaven (Flowhaven also referred to as “Data Processor”) on behalf of User (User also referred to as “Data Controller”) in connection with the Agreement. This clause shall be applied to the extent that Flowhaven acts as the Data Processor and User as the Data Controller with relation to Personal Data as defined in the Data Protection Legislation.

The following definitions are used in the context of this clause: (a) "Data Protection Legislation" means the Finnish Personal Data Act (523/1999, as amended) and the EU’s General Data Protection Regulation (EU 2016/679) as well as any other applicable data protection legislation, as in force from time to time, and the orders and binding instructions of the data protection authorities; (b) "Data Subject" means a natural person, whose Personal Data is being processed by the Data Processor under this clause and the Agreement; (c) "Intellectual Property Rights" means all proprietary and intellectual property rights, including but not limited to database rights, patents, copyrights, trademarks, trade secrets, know-how and any other comparable intangible property; (d) "Law" means (i) any mandatory statute, regulation, by-law or subordinate legislation in force from time to time, to which a Party is subject and/or which is in force from time to time and applied within any jurisdiction where the Services are provided, including but not limited to the Data Protection Legislation; and (ii) any court order, judgment or decree or any applicable direction, policy, rule or order that is binding on a Party and that is made or given by any regulatory body having jurisdiction over a Party or any of that Party’s assets, resources or business; (e) "Personal Data" means any information relating to an identified or identifiable natural person defined in more detail in the Data Protection Legislation; (f) "Personal Data Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise processed; (g) "Services" means any processing of Personal Data undertaken by the Data Processor in connection with the Agreement.

The Data Controller shall: (a) process the Personal Data in compliance with the Laws and this clause; (b) specify the purpose and means of the processing of Personal Data; (c) be entitled to give instructions to the Data Processor on the processing of Personal Data, which instructions shall comply with the applicable Data Protection Legislation; and (d) confirm upon entering into the Agreement that: (i) the processing stipulated under this clause meets the Data Controller’s requirements including, but not limited to, with regard to intended security measures and that (ii) it has provided the Data Processor with all necessary information in order for the Data Processor to perform the processing in compliance with the applicable Data Protection Legislation.

The Data Processor shall: (a) process Personal Data in a professional manner and in compliance with Laws; (b) process the Personal Data only upon documented, legitimate and reasonable instructions from the Data Controller, unless otherwise required to do so by law to which the Data Processor is subject. In such case, the Data Processor shall inform the Data Controller of such requirement under Law before processing the Personal Data, unless Law prohibits such notification; (c) taking into account the nature of the processing, assist the Data Controller by reasonable and appropriate technical and organizational measures in the Data Controller’s obligation to respond to requests for exercising the Data Subject’s rights laid down in the Law; (d) taking into account the nature of processing and the information available to the Data Processor, reasonably assist the Data Controller, if reasonably requested by the Data Controller, in ensuring compliance with its legal obligations, such as the Data Controller’s data security, data protection impact assessment and prior consulting obligations set out by the Data Protection Legislation; (e) be entitled to use subprocessors. The Data Processor shall be responsible for the subprocessors’ obligations as for its own and shall enter into similar or corresponding contractual obligations with its subprocessors as provided in this clause. The Data Processor shall notify the Data Controller of new subprocessors who are intended to process Personal Data and shall grant the Data Controller the right to object to the use of a new subprocessor. If the Parties are unable to agree on the use of such a new subprocessor, the Data Processor shall be entitled to terminate the Agreement effective as of a reasonable time; (f) notwithstanding subsection (e) above, the Parties have explicitly agreed on the use of Salesforce.com EMEA Limited (Salesforce) as subprocessor. The user gives its express consent to the use of Salesforce as subprocessor hereunder. Deviating from subsection (e) above, the services provided by and the processing of data conducted by Salesforce shall be subject to Salesforce’s Privacy terms and Data Processing Agreement and Processor shall only be liable for the acts and omissions of Salesforce to the extent Salesforce has accepted such liability in its terms and conditions; (g) process Personal Data only during the term of the Agreement.

The Data Processor is entitled to invoice the costs incurred from assisting the Data Controller in accordance with its price list in force from time to time. The processing of Personal Data is itemized hereinunder. The Data Processor shall implement and maintain appropriate technical and organizational measures for the duration of the Agreement. The Data Processor shall ensure that any person acting under the authority of the Data Processor who has access to Personal Data shall not process the Personal Data except upon instructions from the Data Controller unless such person is required to do so by Law. In the event of a Personal Data Breach, the Data Processor shall without undue delay after becoming aware of the breach, notify the Data Controller in writing, and provide the Data Controller with details of the Personal Data Breach.

Flowhaven shall maintain, in accordance with Data Protection Legislation binding on Flowhaven, written records of all categories of processing activities carried out on behalf of the User. Flowhaven shall, in accordance with Data Protection Legislation, make available to User such information as is reasonably necessary to demonstrate Flowhaven’s compliance with the obligations of data processors under Data Protection Legislation, and allow for and contribute to audits, including inspections, by User or another auditor mandated by User (that shall not however, be a competitor of Flowhaven) for this purpose, and solely with relation to User’s Personal Data, subject to User: (a) giving the Flowhaven reasonable prior notice of such information request, audit and/or inspection being required by User; (b) ensuring that all information obtained or generated by User or its auditor(s) in connection with such information requests, inspections and audits is kept strictly confidential (with the exception of disclosure to the supervisory authority or as otherwise required by Law); (c) ensuring that such audit or inspection is undertaken during the Flowhaven’s normal business hours, with minimal disruption to Flowhaven’s business, the subprocessors’ business and the business of other customers of Flowhaven; and (c) paying Flowhaven’s reasonable costs for assisting with the provision of information and allowing for and contributing to inspections and audits.

The Data Controller is responsible to ensure that the Data Processor is informed of all issues (including but not limited to risk assessment) related to the Personal Data provided by the Data Controller which may have an effect on technical and organizational measures employed under this clause.

The confidentiality obligation specified in the Agreement, shall also be applied to Personal Data. The Data Processor shall ensure that all of its personnel having access to the Personal Data is bound by a comprehensive confidentiality obligation.

Where necessary, the Data Processor is entitled to transfer Personal Data to other countries (outside of the EEA) provided that the transfer takes place in accordance with the Data Protection Legislation, e.g. using the EU’s model clauses.

In case either Party materially breaches the provisions of this clause and fails to remedy the breach, if such breach is remediable, the other Party shall have the right to terminate the Agreement, thirty (30) days from the Party’s notification of the breach to the breaching Party.

Data Processor shall erase all Personal Data processed under this clause, which is not mandated or required by Law to retain, after twelve (12) months from the termination, or at any time after the termination upon Data Controller’s written request. The processing of Personal Data after the termination and prior to the erasure shall be limited to the mere storage of Personal Data.

The categories of Data Subjects whose Personal Data will be processed, the processing measures as well as the duration of the Personal Data processing are specified hereinafter.

The Data Processor undertakes to process Personal Data on behalf of the Data Controller in accordance with the terms and conditions and requirements of this clause in order to provide the Services under the Agreement. Therefore, the subject-matter of the processing is determined on the basis of the Service under the Agreement and the assignment.

The purpose and the nature of the processing are specified as follows: provision of the Service in accordance with the Agreement. The Personal Data will be processed: For as long as Services are being provided under the Agreement

The Personal Data and categories of Data Subjects to be processed concern the performance of the Service referred to in the Agreement. The categories of Data Subjects whose Personal Data will be processed under the Agreement consist of the following: (a) clients and other business contacts; (b) employees and contractors; (c) subcontractors and agents; and (d) consultants and partners. The processing measures concern the following types of Personal Data: (a) communication data (e.g. telephone numbers, email addresses); (b) business and personal contact details; and (c) personal user login details and actions.

[These Terms & Conditions have been last updated by Flowhaven on 1 September 2020.]‍

 FLOWHAVEN TERMS OF USE

Flowhaven is the supplier of the software system known as Flowhaven end-to-end brand productization platform. The software system is a brand licensing and brand productization management solution intended for commercial work and creative collaboration. The software is provided as a service over the Internet.

These Flowhaven Terms of Use (the “Terms”) govern and apply to the use of the Services provided by Flowhaven to User via the Website. User acknowledges that by accessing and/or using the Services, User is deemed to have read and understood these Terms and agrees to be bound by them. These Terms constitute a legally valid and binding agreement between Flowhaven and User.

Flowhaven may, at its sole discretion and at any time, amend these Terms. By continuing to use the Services, User shall be deemed to have read, understood and accepted the amendments to the Terms, and agrees to be bound by them. The amendments to the Terms shall become effective upon their publication at https://www.flowhaven.com/ (the "Website").

DEFINITIONS

“Agreement” means the agreement between Flowhaven and User regarding the Services and consisting of the terms and conditions set out in these Terms and in Flowhaven's subscription confirmation to User.

”Effective Date” means the date on which User begins to use the Services or the first day of the Subscription Term, whichever is earlier.

“Error” means a material deviation in the Software Service as made available to User from the way it ought to have been made available as per the Software Description, and which negatively affects User's use of the Software Service and which is not minor; and in respect to the Support Service, a material deviation in the manner the Service was performed from the way it ought to have been performed as per the Support Description, the consequence of which negatively affects User and which is not minor.

"Flowhaven" means Flowhaven Oy, a limited liability company incorporated and existing under the laws of Finland, with business identity code 2737531-2, whose registered office is at Metallimiehenkuja 10, 02150 Espoo, Finland.

“Ordered Modules” means the ordered modules of the Flowhaven software set forth in the Agreement and further defined in Software Description. The Ordered Modules contain certain Salesforce components that are provided by Salesforce and are subject to the SFDC Service Agreement, available at https://www.salesforce.com/company/legal/agreements/ . User agrees to be bound by the SFDC Service Agreement.

"Parties" means Flowhaven and User jointly

"Party" means either Flowhaven or User individually.

“Salesforce” means Salesforce.com EMEA Limited and, where the context so requires, its corporate affiliates.

“Services” means the Software Service and the Support Service.

“Software Description” shall mean the description relating to the features, functions and use of the Software Service as set out in the Agreement.

“Software Service” shall mean the Ordered Modules of the cloud-based Flowhaven software provided by Flowhaven to User via the Website.

“Subscription Term” shall mean the subscription term set forth in the Agreement.

“Support Description” shall mean the description of the Support Service as set out in the Agreement.

“Support Service” shall mean the support service described in the Support Description.

“User” means the user of the Services.

“User Data” means the data User stores in the Software Service which, for the avoidance of doubt, shall not include any data which may be accessed by way of a link or otherwise through the Software Service but in fact is stored in the system of (i) a third party storage provider or (ii) User.

SERVICES

Flowhaven shall, as of the first day of the Subscription Term, make the Software Service available to User and provide to User the Support Service. Flowhaven shall provide to User the Services substantially in accordance with the Agreement, but shall not be under an obligation to achieve a specific end-result.

User shall render Flowhaven such assistance as may be necessary or expedient in order for Flowhaven to provide the Services to User, including providing information and instructions when requested.

The Software Service shall comprise only the Ordered Modules. Nothing in the Agreement shall be construed as creating any obligation to Flowhaven with respect to any other module or software. For the avoidance of doubt, the use of the Software Service requires that User acquire a license to a separate cloud storage service provided by a third party (such as Dropbox, One Drive, or Google Drive). Such a third party license is not included in the Software Service. Such third party services shall be excluded from Flowhaven’s liability and subject to terms and conditions defined by the respective suppliers of each third party service.

The Ordered Modules contain certain Salesforce components that are provided by Salesforce and are subject to the SFDC Service Agreement. Notwithstanding any other term herein, Flowhaven shall not be liable for a breach of its obligations under the Agreement to the extent Salesforce interrupts, ceases, or otherwise makes a faulty provision of the Salesforce components. Flowhaven however agrees to use commercially reasonable efforts to mitigate the impact thereof on the provision of the Software Service.

At least some of the Ordered Modules have limited or minimum amount of permitted Users or other limited or restricted terms and conditions regarding the use of the Software Service. The user accepts that Flowhaven or Salesforce may audit User’s use of the Ordered Modules through the Software Service or by other means and the User shall reasonably cooperate with Flowhaven and/or Salesforce in conducting the audit. If Salesforce conducts the audit, it shall have the right to provide the results of the audit to Flowhaven and if Flowhaven conducts the audit, it shall have the right to provide the results of such audit to Salesforce. Both User and Flowhaven/Salesforce shall be responsible for their own costs relating to such audit unless otherwise agreed between the Parties.

If the audit reveals unauthorized use of the Software Service, User agrees to pay to Flowhaven within thirty (30) days’ notice from Flowhaven’s written request, the difference between the price charged by Flowhaven to User for the applicable Ordered Module and the then-current list price of Flowhaven for the full-use version of such Ordered Module for all subscriptions showing unauthorized use beginning with the date of the first violation and ending at the end of the then-current Subscription Term. Upon such payment, all subscriptions subject to unauthorized use are converted into full use subscriptions for the remainder of the ongoing Subscription Term.  

The user itself shall ensure that its networks, workstations, and other equipment meet the technical requirements for the Software Service and that they are configured in an appropriate manner. User understands that it may be required to install third-party software on its equipment in order to use the Software Service.

IPR AND LICENSE

All intellectual property rights as well as all rights, title, and interest in the Services, shall belong to, vest in, and be the exclusive property of Flowhaven or its licensors. Nothing in the Agreement shall be construed as an assignment or transfer of title to an intellectual property right, including without limitation in the Services, from Flowhaven to User.

Subject to continuous compliance with terms of and due to payment of the fees by User in accordance with the Agreement, Flowhaven grants to User a worldwide, limited-term, non-exclusive, non-transferable, non-sublicensable, royalty-free (except as provided herein) license to use the Software Service for its own internal business purposes. The license granted pursuant to this clause is limited to (i) the maximum amount of users; and (ii) user’s respective usage rights. The amount of users and their respective usage rights are set forth in the Agreement.

The user accounts of User are personal and may not be shared with anyone, without the prior written consent of Flowhaven. User may however request Flowhaven to re-assign the user account to another employee who is replacing an employee who has terminated employment with the User's employer organization.

User shall not (i) sell, resell, license, sublicense, distribute, rent, or lease the Software Service or include the Software Service in a service bureau or outsourcing offering; or (ii) use the Software Service to develop, enhance, market, or demonstrate services, software or products that are competitive with the Software Service. Further, except as may be allowed by mandatory applicable law, User shall not (i) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute the Software Service by any means; or (ii) reverse engineer, disassemble, or otherwise reduce to human-perceivable form all or any part of the Software Service.

SUSPENSION

Flowhaven shall use commercially reasonable efforts to keep the Software Service available continuously. Flowhaven does not represent or warrant that the provision of the Software Service will be uninterrupted or error-free.

Flowhaven shall be entitled to suspend the provision of the Software Service: (a) as may be necessary for its or its subcontractors, maintenance, updating, or other similar reasons. In such case, Flowhaven shall use commercially reasonable efforts to notify User in advance; (b) in response to a serious threat to the security or integrity of the Software Service and continue the suspension for as long as it can assure itself of the Software Service’s continued security and integrity. Flowhaven shall use commercially reasonable efforts to resolving the situation quickly; (c) if Flowhaven suspects that User burdens or uses the Software Service in a manner that jeopardizes the delivery of the Software Service to other users.

CHANGES

Flowhaven may from time to time at its sole discretion make such changes to the Software Service that do not materially hinder the functionality of the Software Service and that do not cause the Software Service to materially deviate from the Software Description. Flowhaven may also from time to time update or make changes to the Software Service even if they cause the Software Service to no longer to conform to the Software Description. In these cases, Flowhaven shall give User notice of the updated version being taken into use at least thirty (30) days prior to the change becoming effective. Flowhaven shall ensure that all User Data remains available in any updated version of the Software Service as well. Flowhaven shall also provide a description of the changes, which are deemed to replace the relevant parts of the Software Description.

FEES AND PAYMENT TERMS

In consideration of the Services provided by Flowhaven to User, User shall pay to Flowhaven the fees set out in the Agreement.

Flowhaven may update the fees or fee calculation method (e.g. fixed user rights or log in quantities) set forth in the Agreement once every calendar year by giving written notice to User of the updated fees at least sixty (60) days prior to the updated fees coming into effect. The updated fees replace the original fees set forth in the Agreement.

Should Users not accept Flowhaven’s updated fees or fee calculation method, it may terminate the Agreement no later than thirty (30) days prior to the updated fees coming into effect. Such termination shall become effective on the date the updated fees come into effect.

All fees and other prices specified in the Agreement shall include all public charges determined by the authorities and effective on the effective date of the Agreement, with the exception of VAT. VAT shall be added to the fees in accordance with the then-current regulations. Should the amount of public charges determined by the authorities, or the collection basis of such charges, change due to changes in regulations or taxation practice, the fees specified in the Agreement shall be adjusted accordingly.

All invoices shall be due net fourteen (14) days from their date. In the event of late payment, Flowhaven shall be entitled to (i) late payment interest in the amount of eight percent (8%) per annum, and (ii) suspend the provision of the Services until payment in full is received.

IPR INFRINGEMENT

In the event the Software Service infringe a third party intellectual property right in a country where Flowhaven is established, Flowhaven shall indemnify and hold harmless User from any loss or damage incurred by User as a result of such infringement, provided that: (a) User shall without delay notify Flowhaven of any claim made against it alleging the Software Service or its use in accordance with the Agreement infringes any third party intellectual property rights; (b) User shall authorize Flowhaven to defend the claim on behalf of User; (c) User shall render Flowhaven any such assistance as may be necessary or expedient for a proper defense; (d) does not agree on any settlement of such claim or action prior to a final judgment thereon by a competent court of law or an arbitral tribunal, without the express prior written consent of Flowhaven. In the event User has conducted itself in accordance with this clause, Flowhaven pays any damages finally awarded to the third party claimant by a competent court of law or an arbitral tribunal.

If Flowhaven reasonably believes that the Software Service or User’s use thereof in accordance with the Agreement infringes or may infringe any such third party intellectual property rights, Flowhaven shall have the right, at its own expense and in its sole discretion, to: (a) procure for User the right to continue to use the Software Service, or (b) modify the Software Service to the extent necessary to avoid the infringement, or (c) replace the Software Service Services with equivalent services. If none of the above options is available to Flowhaven on a commercially reasonable basis, Flowhaven shall have the right to terminate the Agreement with immediate effect.

Flowhaven shall not be liable for any infringement or claim thereof in the event the claim: (a) is made by an affiliate of User, or (b) is due to User Data, a change to the Software Service made by User, or the Flowhaven having followed instructions given by User, or (c) is due to use of the Software Service in conjunction with a third-party software package or service for which User has not obtained Flowhaven’s approval, or (c) which could have been avoided by using a patch, upgrade or otherwise amended software provided by Flowhaven. This clause sets out Flowhaven’s exclusive liability, and User’s sole remedy, for any infringement of third party intellectual property rights.

USER DATA

All rights and title in User Data shall vest in the User or its licensors. User grants Flowhaven a limited, worldwide, non-exclusive, royalty-free, sub-licensable license to User Data as necessary for the provision of the Services under the terms of the Agreement. This may include accessing User Data for the purpose of administering and configuring the Software Service.

User represents and warrants that User's Data complies with all applicable laws and that it does not infringe any third party intellectual property rights anywhere in the world. To the extent User Data does include material protected by such third party intellectual property rights, User represents and warrants that it has obtained a sufficient license to the material to grant Flowhaven the license. In the event User Data does infringe a third party intellectual property right in breach of the warranty, User shall indemnify and hold Flowhaven harmless from any loss or damage incurred by Flowhaven as a result of such infringement.

Except as expressly set forth in the Agreement, Flowhaven disclaims all responsibility for the accuracy, quality, integrity, and legality of User Data. The terms between Salesforce and User relating to the return of User Data upon the termination of the Agreement are set forth in the SFDC Service Agreement. Flowhaven itself shall have no responsibility in relation to User Data upon the termination of the Agreement.

Flowhaven will maintain commercially reasonable administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of User Data resident in the Software Service. Neither Flowhaven nor Salesforce shall have any responsibility whatsoever for data which may be accessed by way of a link or otherwise through the Software Service but in fact is stored in the system of (i) a third party storage provider; or (ii) User. It is User’s responsibility to put in place and to maintain safeguards for the security, confidentiality and integrity (including without limitation the responsibility to maintain backups) of such data.

In the event Flowhaven processes personal data in the course of providing the Services as set forth hereinafter, it does so on behalf of User who shall be deemed the data controller. Each Party shall comply with applicable European and foreign data protection legislation and regulation in force from time to time, including those deriving from Directive 95/46/EC and the General Data Protection Regulation (Regulation (EU) 2016/679).

CONFIDENTIALITY

The Parties agree to keep confidential any information received from the other Party which is marked confidential or which must reasonably be understood to be confidential and to not use such information for any other purpose than those under the Agreement. The confidentiality obligation shall not apply to information or material that: (a) is publicly available or otherwise public, or (b) the receiving Party has received from a third party without any duty of confidentiality, or (c) the receiving Party was in possession of without any duty of confidentiality prior to receiving it from the disclosing Party, or (d) the receiving Party has developed independently without taking advantage of any materials or information received from the disclosing Party, or (e) the receiving Party is required to disclose under law or governmental order.

In the event of termination of the Agreement, a Party must at the other Party’s request stop using any information or material received from the other Party and return or destroy the material and all its copies in a reliable manner. A Party is entitled, however, to retain such materials as required by law or regulatory order. Both Parties are always entitled to use any professional skill and experience gained in connection to this Agreement. In addition, Flowhaven shall be entitled to use User’s name and the particular User case as a reference in Flowhaven’s marketing, including without limitation Flowhaven Website, social media accounts and offers, unless otherwise agreed between the Parties in writing.

LIMITATION OF LIABILITY

Flowhaven disclaims all representations, warranties, and liabilities other than those explicitly provided for in the Agreement.

Neither Party shall be liable for any indirect or consequential damage or loss. For the avoidance of doubt, indirect damage is understood to include, e.g., loss of profit, loss of use, loss of contracts, loss of production, loss of data, and all other forms of indirect loss. The total aggregate liability of each Party in connection hereto shall not exceed the sum of the fees paid by User hereunder during the six (6) full calendar months immediately preceding the event giving rise to the Party’s liability.

The limitation of liability provided for in data processing shall not apply to (a) wilful misconduct or gross negligence; (b) User’s indemnification obligation in user data; (c) IPR or IPR infringement hereof; or (d) any other liability towards a Party which cannot be limited by mandatory law.

ERRORS

Flowhaven shall be liable to cure any Errors in the Software Service as part of and as provided for in connection with the Support Service. In the event there is an Error in the way Flowhaven performs or has performed the Support Service itself, the User shall be entitled to require that Flowhaven reperform the Support Service to the extent relevant, reasonable, and possible.

Flowhaven’s liability, and User’s remedies, for any errors in the Services are exhaustively set out in this clause and, with respect to Errors sufficiently serious to permit termination, in clause “Miscellaneous”. Flowhaven’s liability for providing the Software Service shall not extend to the performance of any third-party service providers.

FORCE MAJEURE

Neither Party is liable for any non-performance, delay, damage, or loss that is due to an event beyond the control of the Party and the consequences of which a Party could not by reasonable efforts prevent or overcome. War, insurrection, earthquake, flood, other comparable acts of nature, general interruption of traffic, telecommunications, power distribution, import or export restriction, strike, lockout, boycott, and other comparable industrial action shall all be regarded as force majeure events unless otherwise shown. Strikes, lockouts, boycotts, and comparable industrial action shall all be deemed force majeure events even if a Party is a party to such action or the target thereof. A force majeure event with respect to a Party’s subcontractor shall also be regarded as a force majeure event with respect to the Party itself if it cannot obtain the object of the subcontractor’s performance from elsewhere. A Party must give the other party notice in writing of force majeure and the ending thereof without undue delay.

USER NAME AND PASSWORD

Users shall ensure that its user name and password to the Software Service are treated as Confidential Information. The user name and password are user-specific. The user shall be responsible for the use of its user name and password.

In the event, either Party becomes aware or reasonably suspects that any of the User’s password has become known to a third party it shall promptly notify the other Party at which time Flowhaven may suspend the relevant user account until it has assured itself of the continued security of the Software Service and the integrity of any data stored therein. Flowhaven may also elect to monitor the use of such accounts in order to detect and trace any misuse of the Software Service.

User shall at Flowhaven’s request change its user name and/or password as may be necessary or expedient in order to ensure the continued security of the Software Service. Flowhaven may also provide User entirely new user account for the same reason, which account User shall thereafter use when accessing the Software Service.

TERM AND TERMINATION

The Agreement shall come into effect on the Effective Date and shall remain in force for the duration of the Subscription Term unless terminated earlier in accordance with the provisions herein.

User may terminate the Agreement during one (1) month’s period from the Effective Date (so-called “onboarding period”) for convenience, by giving Flowhaven one (1) day’s prior written notice. Users may also terminate the Agreement where it does not accept Flowhaven’s updated fees pursuant to clause “Fees and payment terms”.

Flowhaven may terminate the Agreement for convenience by giving User thirty (30) days prior written notice. Flowhaven may also terminate the Agreement with immediate effect: (a) under the IPR Infringement clause and on the conditions set out therein, or (b) in the event that Salesforce: (i) terminates the platform solution reseller agreement between Flowhaven and Salesforce as is in force from time to time, and (ii) Flowhaven cannot on commercially reasonable terms procure the continued provision of the Salesforce components required for the Software Service until the next renewal date of the Subscription Term. If Flowhaven terminates the Agreement in accordance with this clause, Flowhaven shall refund any prepaid fees for the Software Service for the period after such termination becoming effective.

Each Party may terminate the Agreement with immediate effect in the event the other Party materially breaches the Agreement and fails to cure such breach within thirty (30) days of having been notified in writing of the breach and the non-defaulting Party’s intent to terminate pursuant to this clause.

Upon expiry or termination of the Agreement: (a) Flowhaven shall not be required to return any sums paid by User unless otherwise stipulated herein, (b) any invoices or debts outstanding at the time of termination shall not be affected by such termination or expiration, (c) any terms and conditions that by their nature or otherwise reasonably should survive cancellation or termination of the Agreement shall be deemed to so survive, (d) Flowhaven may delete any copies of User Data.

MISCELLANEOUS

Assignment. Flowhaven is free to assign the Agreement in whole or in part. User may not assign the Agreement in whole or in part, without the prior written consent of Flowhaven.

Subcontractors. Flowhaven shall be entitled to use subcontractors in the performance of its obligations under the Agreement. Flowhaven shall be liable for the performance of its subcontractors as for its own.

Entire Agreement. The Agreement constitutes the entire understanding and agreement between the Parties with respect to the subject matters covered and supersedes all prior negotiations, understandings, and agreements, whether written or oral, relating to the subject matters covered.

No Waiver. No waiver of any term or condition of the Agreement or of any right or remedy arising in connection therewith shall constitute a continuing waiver. A waiver is not valid or binding on the Party granting that waiver unless made in writing.

References to Law. A reference to a statute or legal provision made herein shall be construed as a reference to the statute or provision as in force from time to time. If the referred to statute or provision has been repealed or replaced, the reference shall be construed as being to the closest equivalent statute or provision as in force from time to time.

Severability. If any part of the Agreement is determined to be invalid or unenforceable, such determination shall not invalidate any other provision of the Agreement. The Parties shall attempt, through negotiations in good faith, to replace any such invalid or unenforceable part of the Agreement with a comparable provision that is enforceable and valid. The failure of the Parties to reach an agreement on such a replacement provision shall not affect the validity of the remaining provisions of the Agreement.

Export Restrictions. The user shall comply with all applicable laws and regulations on export restrictions. The user shall not export or re-export the Software Service or its documentation or permit or suffer it to be used in violation of said restrictions.

Notifications. All notifications must be made in writing. Unless the Parties agree otherwise, notification can be made by email to the addresses specified in the Agreement. The notification shall be deemed received within five (5) days if sent by regular mail or on the date of the email, provided that the sender can verify the delivery. Each Party shall immediately notify the other Party of any change in contact persons or details. The updated information replaces the contact information provided in the Agreement.

GOVERNING LAW AND DISPUTE RESOLUTION

The Agreement shall be governed by and construed in accordance with the laws of Finland, excluding its choice of law provisions.

Any dispute, controversy, or claim arising from or relating to this Agreement shall be primarily settled through mutual negotiations between the Parties. Should the Parties promptly fail to reach an outcome acceptable to both Parties, the dispute, controversy or claim shall be settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Finland Chamber of Commerce. The seat of arbitration shall be Helsinki, Finland. The language of the proceedings shall be English. However, evidence may be submitted and witnesses may be heard in Finnish if the arbitral tribunal deems it appropriate.

DATA PROCESSING

This clause sets out the terms and conditions for the processing of Personal Data by Flowhaven (Flowhaven also referred to as “Data Processor”) on behalf of User (User also referred to as “Data Controller”) in connection with the Agreement. This clause shall be applied to the extent that Flowhaven acts as the Data Processor and User as the Data Controller with relation to Personal Data as defined in the Data Protection Legislation.

The following definitions are used in the context of this clause: (a) "Data Protection Legislation" means the Finnish Personal Data Act (523/1999, as amended) and the EU’s General Data Protection Regulation (EU 2016/679) as well as any other applicable data protection legislation, as in force from time to time, and the orders and binding instructions of the data protection authorities; (b) "Data Subject" means a natural person, whose Personal Data is being processed by the Data Processor under this clause and the Agreement; (c) "Intellectual Property Rights" means all proprietary and intellectual property rights, including but not limited to database rights, patents, copyrights, trademarks, trade secrets, know-how and any other comparable intangible property; (d) "Law" means (i) any mandatory statute, regulation, by-law or subordinate legislation in force from time to time, to which a Party is subject and/or which is in force from time to time and applied within any jurisdiction where the Services are provided, including but not limited to the Data Protection Legislation; and (ii) any court order, judgment or decree or any applicable direction, policy, rule or order that is binding on a Party and that is made or given by any regulatory body having jurisdiction over a Party or any of that Party’s assets, resources or business; (e) "Personal Data" means any information relating to an identified or identifiable natural person defined in more detail in the Data Protection Legislation; (f) "Personal Data Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise processed; (g) "Services" means any processing of Personal Data undertaken by the Data Processor in connection with the Agreement.

The Data Controller shall: (a) process the Personal Data in compliance with the Laws and this clause; (b) specify the purpose and means of the processing of Personal Data; (c) be entitled to give instructions to the Data Processor on the processing of Personal Data, which instructions shall comply with the applicable Data Protection Legislation; and (d) confirm upon entering into the Agreement that: (i) the processing stipulated under this clause meets the Data Controller’s requirements including, but not limited to, with regard to intended security measures and that (ii) it has provided the Data Processor with all necessary information in order for the Data Processor to perform the processing in compliance with the applicable Data Protection Legislation.

The Data Processor shall: (a) process Personal Data in a professional manner and in compliance with Laws; (b) process the Personal Data only upon documented, legitimate and reasonable instructions from the Data Controller, unless otherwise required to do so by law to which the Data Processor is subject. In such case, the Data Processor shall inform the Data Controller of such requirement under Law before processing the Personal Data, unless Law prohibits such notification; (c) taking into account the nature of the processing, assist the Data Controller by reasonable and appropriate technical and organizational measures in the Data Controller’s obligation to respond to requests for exercising the Data Subject’s rights laid down in the Law; (d) taking into account the nature of processing and the information available to the Data Processor, reasonably assist the Data Controller, if reasonably requested by the Data Controller, in ensuring compliance with its legal obligations, such as the Data Controller’s data security, data protection impact assessment and prior consulting obligations set out by the Data Protection Legislation; (e) be entitled to use subprocessors. The Data Processor shall be responsible for the subprocessors’ obligations as for its own and shall enter into similar or corresponding contractual obligations with its subprocessors as provided in this clause. The Data Processor shall notify the Data Controller of new subprocessors who are intended to process Personal Data and shall grant the Data Controller the right to object to the use of a new subprocessor. If the Parties are unable to agree on the use of such a new subprocessor, the Data Processor shall be entitled to terminate the Agreement effective as of a reasonable time; (f) notwithstanding subsection (e) above, the Parties have explicitly agreed on the use of Salesforce.com EMEA Limited (Salesforce) as subprocessor. The user gives its express consent to the use of Salesforce as subprocessor hereunder. Deviating from subsection (e) above, the services provided by and the processing of data conducted by Salesforce shall be subject to Salesforce’s Privacy terms and Data Processing Agreement and Processor shall only be liable for the acts and omissions of Salesforce to the extent Salesforce has accepted such liability in its terms and conditions; (g) process Personal Data only during the term of the Agreement.

The Data Processor is entitled to invoice the costs incurred from assisting the Data Controller in accordance with its price list in force from time to time. The processing of Personal Data is itemized hereinunder. The Data Processor shall implement and maintain appropriate technical and organizational measures for the duration of the Agreement. The Data Processor shall ensure that any person acting under the authority of the Data Processor who has access to Personal Data shall not process the Personal Data except upon instructions from the Data Controller unless such person is required to do so by Law. In the event of a Personal Data Breach, the Data Processor shall without undue delay after becoming aware of the breach, notify the Data Controller in writing, and provide the Data Controller with details of the Personal Data Breach.

Flowhaven shall maintain, in accordance with Data Protection Legislation binding on Flowhaven, written records of all categories of processing activities carried out on behalf of the User. Flowhaven shall, in accordance with Data Protection Legislation, make available to User such information as is reasonably necessary to demonstrate Flowhaven’s compliance with the obligations of data processors under Data Protection Legislation, and allow for and contribute to audits, including inspections, by User or another auditor mandated by User (that shall not however, be a competitor of Flowhaven) for this purpose, and solely with relation to User’s Personal Data, subject to User: (a) giving the Flowhaven reasonable prior notice of such information request, audit and/or inspection being required by User; (b) ensuring that all information obtained or generated by User or its auditor(s) in connection with such information requests, inspections and audits is kept strictly confidential (with the exception of disclosure to the supervisory authority or as otherwise required by Law); (c) ensuring that such audit or inspection is undertaken during the Flowhaven’s normal business hours, with minimal disruption to Flowhaven’s business, the subprocessors’ business and the business of other customers of Flowhaven; and (c) paying Flowhaven’s reasonable costs for assisting with the provision of information and allowing for and contributing to inspections and audits.

The Data Controller is responsible to ensure that the Data Processor is informed of all issues (including but not limited to risk assessment) related to the Personal Data provided by the Data Controller which may have an effect on technical and organizational measures employed under this clause.

The confidentiality obligation specified in the Agreement, shall also be applied to Personal Data. The Data Processor shall ensure that all of its personnel having access to the Personal Data is bound by a comprehensive confidentiality obligation.

Where necessary, the Data Processor is entitled to transfer Personal Data to other countries (outside of the EEA) provided that the transfer takes place in accordance with the Data Protection Legislation, e.g. using the EU’s model clauses.

In case either Party materially breaches the provisions of this clause and fails to remedy the breach, if such breach is remediable, the other Party shall have the right to terminate the Agreement, thirty (30) days from the Party’s notification of the breach to the breaching Party.

Data Processor shall erase all Personal Data processed under this clause, which is not mandated or required by Law to retain, after twelve (12) months from the termination, or at any time after the termination upon Data Controller’s written request. The processing of Personal Data after the termination and prior to the erasure shall be limited to the mere storage of Personal Data.

The categories of Data Subjects whose Personal Data will be processed, the processing measures as well as the duration of the Personal Data processing are specified hereinafter.

The Data Processor undertakes to process Personal Data on behalf of the Data Controller in accordance with the terms and conditions and requirements of this clause in order to provide the Services under the Agreement. Therefore, the subject-matter of the processing is determined on the basis of the Service under the Agreement and the assignment.

The purpose and the nature of the processing are specified as follows: provision of the Service in accordance with the Agreement. The Personal Data will be processed: For as long as Services are being provided under the Agreement

The Personal Data and categories of Data Subjects to be processed concern the performance of the Service referred to in the Agreement. The categories of Data Subjects whose Personal Data will be processed under the Agreement consist of the following: (a) clients and other business contacts; (b) employees and contractors; (c) subcontractors and agents; and (d) consultants and partners. The processing measures concern the following types of Personal Data: (a) communication data (e.g. telephone numbers, email addresses); (b) business and personal contact details; and (c) personal user login details and actions.

[These Terms & Conditions have been last updated by Flowhaven on 1 September 2020.]‍

FLOWHAVEN PRIVACY STATEMENT

PRIVACY STATEMENT, effective as of May 25, 2018, updated in March 2020
‍
GENERAL
We at Flowhaven (Flowhaven Oy and our affiliates) are committed to protecting your privacy. This Flowhaven Privacy Statement (“Privacy Statement”) describes our privacy regulations. We kindly request you to read this Privacy Statement carefully to learn how we collect, use, share and process information relating to individuals  (“Personal Data”), and your rights and choices regarding our processing of your Personal Data.

A reference to “Flowhaven,” “we,” “us,” or “our” is a reference to Flowhaven Oy.

Our Privacy Statement applies to the following activities:

• Visiting our website
• Visiting our office
• Receiving communications from us
• Registering for our events
  

Whenever we provide applications linking to this Privacy Statement, the statement applies. When applications are provided by third parties, privacy statements of these third parties apply and this Privacy Statement does not apply.  

Our website may contain outbound links to other websites, applications, and services operated by third parties. The information practices of such services are regulated by the third-party privacy statements, which we encourage you to review to better understand those third parties’ privacy practices.

RESPONSIBLE FLOWHAVEN ENTITY
Flowhaven is the controller of your Personal Data and is therefore responsible for the collection, processing, and disclosure of your Personal Data as described in this Privacy Statement unless expressly specified otherwise.

TYPES OF DATA FLOWHAVEN COLLECTS

Personal Data

We may collect different types of personal data, including:

• Your name and surname
• Your contact details, such as business email address, phone number, country of residence, etc.
• Your organization’s name and work title
• Other information relating to our provision of services to you and your relationship with us.
  

We generally collect personal data about users through our website, flowhaven.com, all our subdomains, including www.flowhaven.com/resources our software applications, our accounts on different social media platforms, and other communication channels.

If you wish to access or correct data on you, or opt out of direct marketing, please contact us at contact@flowhaven.com. You can also opt out of our marketing communications that you may receive from us, such as e-mail messages, by using the unsubscribe function included in all of our marketing messages.

Technical Data

We may collect and process technical data such as information sent by your browser when you visit our website. Although technical data does not usually aim to recognize you, due to its contents you can sometimes be recognized from it. In such a case, technical data shall also be considered to be personal data under applicable laws and we will treat the combined data as personal data.

When you use or access our services or third-party sites, or properties using the services, we may collect specific types of technical data (please see details in the following chapter). We may collect this information in a variety of ways. This may include collecting data through your browser or device, mobile advertiser identifier and your IP address.

In addition, we may use cookies and other tools, such as pixel tags, web beacons, and other local shared objects, for automatic data collection. Importantly, we may use third-party service providers, such as Google Analytics, to collect and process technical data on our behalf. Please read more about pseudonymous data we may collect on you in the “Tracking Technologies” clause of this document.

DATA COLLECTION
The data that we collect directly from you may include the following:

Personal inquiries

If you wish to obtain additional information about our services, request customer support, we generally require you to provide us with your contact information, including your name, job title, company name, address, phone number or email address, and other types of personal data. In such a case, we will process your data to the extent it is necessary in terms of our legitimate interests to fulfill your request and communicate with you.

Website

In most cases, you may use our website without having to identify yourself. We may collect certain technical information about you and your usage of our website. Such information may include your IP address, access time, the original website you linked from, your user device information, pages you browse on our website, links you use, time spent on each webpage of the website, type and version of your browser, and otherwise other ways you interact with the content on our website and/or ads we show you.

We may also use outbound links to other websites where separate privacy policies apply. If you provide any of your data on third party websites, your information is governed by the privacy policies of those websites. Therefore, we kindly request you to familiarize with privacy policies of third party websites you may visit from our website.

Demo, newsletters, and other materials requiring a subscription

Whenever sign up for, e.g., demo of our solution, an event or webinar, special sales promotion, or download specific content on our site, we generally require you to provide us with your contact information, including your name, job title, company name, phone number or email address, and other types of personal data.

Third Party Directories Data

If you use, interact or make purchases via third party directories we are listed on, we may receive your personal and/or technical information, including statistical information on you which may qualify as your technical data. If you request additional information such as a demo of our solution or pricing list through a third-party directory website, we will also collect certain personal data, which may include, e.g., your name, job title, company name, phone number or email address, and other types of personal data.

Social Media

Our website may use social media features, such as the Facebook “like” button, the “Tweet” button and other sharing widgets (“Social Media Features”).

You may be provided the option to post information about your activities on a website to your social media profile pages that is provided by various third-party social media networks to share with others within your network.

Social media features are either hosted by respective social media networks, directly on our website, or by trusted third party providers. Based on the extent the social media features are hosted by the respective social media networks, the latter may receive information that you have visited our website from your IP address.

If you are logged into your social media account, it is possible that the respective social media network can link your visit to our website with your social media profile. Your interactions with Social Media Features are governed by the privacy policies of the companies providing the relevant Social Media Features

Testimonials

We may display testimonials of satisfied customers as well as other endorsements on our site. Upon your consent and our private agreement with you, we may post your testimonial along with your name and the name of your company.

DATA PROCESSING
We collect and process personally and non-personally identifiable data on the legal bases identified in the following clauses:

Providing our website. If you use and interact with our website, we may automatically collect technical information about your device and your usage of our website through cookies, web beacons or similar technologies, such as IP-address identifiers.

Marketing communications and advertising. We may process your personal data to send you non-transactional marketing communications such as email marketing about us, including information about our services and events as necessary for our legitimate interests to conduct direct marketing. We may also process your technical data for remarketing and advertising purposes to promote you our services that may be of your interest. We may create aggregate and statistical information based on the data you provide us. Flowhaven generally processes information for marketing and advertising purposes to the extent necessary for our legitimate interests to develop and improve our website and to provide our users with more relevant and interesting content, as well as relying on your unambiguous and/or explicit consent. To learn more about the tracking technologies we use, please read the respective clause below.
Managing user request. If you contact us through contact@flowhaven.com in order to request support, or if you contact us by other means, we may process your personal data to the extent necessary for the purpose of our legitimate interests to fulfill your request and communicate with you.
Developing and improving our website. We may process your data to analyze trends, track your usage of our website to the extent this is necessary for our legitimate interests to develop and improve our website and to provide our users with more relevant and interesting content. We generally process information for development purposes to the extent necessary for our legitimate interests to provide our users with more relevant and interesting content, as well as relying on your unambiguous and/or explicit consent.

Complying with legal obligations. We may process your personal data when cooperating with public and government authorities, courts or regulators in accordance with our legal obligations under applicable laws to the extent this requires the processing or disclosure of data to protect our rights, and is necessary for our legitimate interests to protect against misuse or abuse of our website, to protect personal property or safety, to pursue remedies available to us and limit our damages, to comply with a judicial proceeding, court order or legal process, and/or to respond to lawful requests.

Whenever Flowhaven will seek to collect personally identifiable information on you and your use of our website and or services, we will ask you explicit consent, or in other words ask you to opt in. Whenever we will seek to collect your anonymous, or non personally identifiable data, however, we will provide a fair processing notice prior to your experience on our website or our services. Please read more about the tracking technologies we use and how you can opt out in the previous chapter.

USE OF TRACKING TECHNOLOGIES

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We may use some of the common data collection techniques, such as log files, cookies, web beacons, and similar technologies to automatically collect information, which may contain data on you, from your computer or mobile device as you navigate our website or interact with emails we have sent you.

Cookies, web beacons, and other tracking technologies

We use cookies, web beacons, and other similar technologies to compile information about the usage of our website and interaction with our emails directed to you.

We may also use web beacons on our website. For instance, we may place web beacons in marketing emails that notify us when you click on a link in the email that directs you to our website. Such tracking technologies are used to operate and improve our website and email communications and track the clicking of links or opening of emails.
When you visit our website, our servers or an authorized third party may place a cookie on your browser, which can collect information, including technical data, about your online activities over time and across different sites. Cookies allow us to track your usage of our website, determine areas that you prefer, make your usage easier by recognizing you and providing you with a customized experience.

Although cookies are a widely used technology, they may vary by features and use. We use both session-based and persistent cookies. Session cookies exist only during a single session and disappear from your computer when you close your browser software or switch off your computer. Persistent cookies remain on your computer or device after you close your browser or turn off your computer.

You may control your use of cookies by changing your browser settings and the setting of other programs that use cookies (e.g. the settings of your Adobe Flash Player). If you wish to learn more about cookies, including how to check what cookies have been set on your device and how to control and delete them, visit www.allaboutcookies.org and www.youronlinechoices.eu. If you disable or limit cookies, however, we may be unable to provide certain services and you may not be able to view certain parts of our site.

Some of our strategic partners whose content is linked to or from our website may also utilize cookies or web beacons. However, we have no  control over these cookies.

Adroll
We may use adroll.com (“Adroll”) technology to automate our marketing tasks, in particular to show you retargeted ads. Adroll shows the targeted ads through use of cookies that are being stored on each page visit by you. Adroll collects data to show you retargeted ads to promote our product and services and to better show you ads that match your interests. Data may be stored by Adroll and is subject to their privacy policy. Flowhaven has no control over how Adroll may use the collected or stored information and is therefore not responsible for their privacy practices. We recommend that you read their privacy policies carefully to better understand their practices. You can opt-out from use of your data for retargeting by visiting this link.

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SHARING OF DATA
We do not share personal data with third parties outside of Flowhaven’s organization unless one of the following applies:

Third party service providers. Flowhaven may contract with third parties to perform functions necessary for data storage, sales, marketing or customer support purposes. Under the terms of those contracts, we may transfer data to those third parties. We always require such third parties to maintain the confidentiality of these data and request a transfer of data only when necessary to provide the service.

Flowhaven Blog.  Any personal data or other information you voluntarily submit in our blog on our website may be read, collected, or otherwise used by others who visit our website, depending on your account settings.

Mergers and Acquisitions. If Flowhaven is involved in a merger, acquisition or asset sale, we may transfer your data to a third party involved. Nevertheless, we will continue to ensure the confidentiality of your data. We will give notice to all the users concerned when your data are transferred or become subject to a different privacy statement.

Other data disclosures. We may share and otherwise process your personal in accordance with applicable laws to protect our legitimate interests, for example, in civil or criminal legal proceedings.
International Transfers. Flowhaven stores your Personal Data primarily within the European Economic Area. However, we work with service providers and operations in other geographical locations. In cooperation with our service providers, we may transfer your data to, or access it in, jurisdictions outside the European Economic Area. In this case, we will aim to ensure that data we hold on you is adequately protected in the jurisdictions in which they are processed. In such occasions, we generally rely on the agreements that are based on the Standard Contractual Clauses (“SCCs”) of the European Commission.

CHILDREN

The content of our website is not meant for use by children. We do not knowingly collect Personal Data from children under the age of 16. If you are a parent or guardian and believe your child has provided us with Personal Data, please contact us at contact@flowhaven.com, and we will take steps to remove that information.

DATA STORAGE
We may retain your data on you for as long as needed to provide you with the services of your interest. We determine the appropriate retention period for your data based on the amount, nature, and sensitivity of your data, the potential risk of harm from unauthorized use or disclosure, and the purposes described in our privacy policy.

After the expiration of retention periods, we will delete your data, or our trusted service providers will automatically delete it. If there is any information that we, or our suppliers, are for any reason unable to remove data we hold on you, we will undertake measures to prevent any further use of these data.

YOUR RIGHTS
As our website visitor whose data we process, you have the right to obtain information concerning our processing of your data. In addition, you may exercise the following rights:

• Right to access the data on you that we hold (right to access)‍
• Right to correct inaccurate data and ensure it is complete (right to rectification)‍
• Right to erase and/or delete your data to the extent permitted by other legal obligations (also known as right to erasure or right to be forgotten)‍
• Right to limit our processing of your data (right to restriction of processing)‍
• Right to transfer your data to another controller to a possible extent (right to data portability)‍
• Right to object to any processing of your data we implement on the basis of our legitimate interests (right to object). Wherever we process your data for direct marketing purposes or share it with trusted third parties for their direct marketing purposes, you may exercise your right to object to such processing of your data without having to provide any specific reason for such objection.
• Based on the extent of our collection, processing, and sharing of your data upon your consent, right to request a withdrawal of your consent at any time.
  

If you wish to exercise any of your rights, please contact our support team, or adjust your subscription preferences in your cookie settings. When you send us a request a request concerning our processing of your personal data which may require our manual interruption, we will undertake the respective measures within 30 days. You may also unsubscribe from our promotional campaigns by using the unsubscribe function in all of our marketing messages.

SECURITY
Flowhaven takes data security seriously. We take precautions, namely organizational, technical, and physical measures, to help protect against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, the data on you we process.

We restrict access to both personally- and non-personally- identifiable information only to authorized personnel, contractors, and agents who require access to that information to operate and develop our service. These individuals are bound by confidentiality obligations and thus may be subject to discipline, including possible termination and criminal prosecution, in case of failure to meet these obligations. All website traffic that we process is encrypted with Secure Socket Layer technology (SSL) or other encrypted tunnels.

If we become aware of a security systems breach, we will take steps to immediately inform you and the relevant authorities of the violation in accordance with applicable law. If you have any questions about the security of our website, please contact us at contact@flowhaven.com.

LODGING A COMPLAINT
In case a user considers our processing of Personal Data to be inconsistent with the applicable data protection laws, a complaint may be lodged with the local supervisory authority for data protection.

CHANGES TO THIS PRIVACY STATEMENT

This Privacy Statement may be updated from time to time in order to reflect the changes in data processing practices or otherwise. If we do, we will update the “effective date” at the top of this Privacy Statement. We encourage you to periodically review this Privacy Statement to stay informed about our collection, processing, and sharing of your Personal Data.
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CONTACT
To exercise your rights regarding your Personal Data, or if you have questions regarding this Privacy Statement or our privacy practices, please mail us at:


Name: Flowhaven Oy.
Correspondence address: Eteläesplanadi 22b, 00130 Helsinki, Finland
Contact number: +358 50 5424567
E-mail address: contact@flowhaven.com