1.Services

1.1 Facilities and Data Transfer. All facilities used to store and process Customer Data will adhere to reasonable security standards no less protective than the security standards at facilities where Universe stores and processes its own information of a similar type. Universe has implemented at least industry standard systems and procedures to ensure the security and confidentiality of Customer Data, protect against anticipated threats or hazards to the security or integrity of Customer Data and protect against unauthorized access to or use of Customer Data. As part of providing the Services Universe may transfer store and process Customer Data countries which Universe or its agents maintain facilities. By using the Services Customer consents to this transfer, processing and storage of Customer Data.

1.2 Modifications.

1. To the Services. Universe may make commercially reasonable changes to the Services from time to time. If Universe makes a material change to the Services Universe will inform Customer, provided that Customer has subscribed with Universe to be informed about such change. 
2. To URL Terms. Universe may make commercially reasonable changes to the URL Terms from time to time. If Universe makes a material change to the URL Terms, Universe will inform Customer by either sending an email to the Notification Email Address or alerting Customer via the Reseller. If the change has a material adverse impact on Customer, and Customer does not agree to the change, Customer must so notify Universe via the Help Center within thirty days after receiving notice of the change. If Customer notifies Universe as required, then Customer will remain governed by the terms in effect immediately prior to the change until the end of the then-current Services Term for the affected Services. If the affected Services are renewed, they will be renewed under Universe’ then current URL Terms. 

 

2.Customer Obligations

2.1 Compliance. Customer will use the Services in accordance with the Terms of Service. Universe may make new applications features or functionality for the Services available from time to time the use of which may be contingent upon Customer's agreement to additional terms.

2.2 Exceptions. Confidential Information does not include information that: (a) the recipient of the Confidential Information already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.

2.3 Required Disclosure. Each party may disclose the other party's Confidential Information when required by law but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure.

2.4 Customer Administration of the Services. Customer may specify one or more Administrators through the Admin Console (if applicable) who will have the rights to access Admin Account(s) and to administer the End User Accounts. Customer is responsible for: (a) maintaining the confidentiality of the password and Admin Account(s); (b) designating those individuals who are authorized to access the Admin Account(s); and (c) ensuring that all activities that occur in connection with the Admin Account(s) comply with the Agreement. Customer agrees that Universe' responsibilities do not extend to the internal management or administration of the Services for Customer and that Universe is merely a data-processor.

2.5 End User Consent. Customer's Administrators may have the ability to access, monitor, use, or disclose data available to End Users within the End User Accounts. Customer will obtain and maintain all required consents from End Users to allow: (i) Customer's access, monitoring, use and disclosure of this data and Universe providing Customer with the ability to do so and (ii) Universe to provide the Services.

2.6 Unauthorized Use. Customer will use commercially reasonable efforts to prevent unauthorized use of the Services' and to terminate any unauthorized use. Customer will promptly notify Universe of any unauthorized use of, or access to, the Services of which it becomes aware.

2.7 Restrictions on Use. Unless Universe specifically agrees in writing' Customer will not, and will use commercially reasonable efforts to make sure a third party does not: (a) sell, resell, lease or the functional equivalent, the Services to a third party (unless expressly authorized in this Agreement); (b) attempt to reverse engineer the Services or any component; (c) attempt to create a substitute or similar service through use of, or access to, the Services; (d) use the Services for High Risk Activities.

2.8 Third Party Requests. Customer is responsible for responding to Third Party Requests. Universe will, to the extent allowed by law and by the terms of the Third Party Request: (a) promptly notify Customer of its receipt of a Third Party Request; (b) comply with Customer's reasonable requests regarding its efforts to oppose a Third Party Request; and (c) provide Customer with the information or tools required for Customer to respond to the Third Party Request. Customer will first seek to obtain the information required to respond to the Third Party Request on its own, and will contact Universe only if it cannot reasonably obtain such information.

 

3.Billing and Payment

3.1 Billing Annual Plan. Customer will be committed to purchasing the Services from Universe or Reseller for an annual term. Universe will still bill Customer or its Reseller monthly in arrears for its use of the Services when Customer has an annual commitment for the Services with Universe. Customer may pay for the Services using the payment options listed below.

3.2 Payment. All payments due are in Euros unless otherwise indicated on the Purchase Contract or invoice.

a) Credit Card or Debit Card (if applicable) Fees for orders where Customer is paying with a credit card, debit card or other non-invoice form of payment, are due at the end of the month during which Customer received the Services. For credit cards, or debit cards, as applicable: (i) Universe will charge Customer for all applicable Fees when due and (ii) these Fees are considered delinquent thirty days after the end of the month during which Customer received the Services. 

b) Invoices Payments for invoices are due fourteen (14) days after the invoice date, unless otherwise specified on the Purchase Contract, and are considered delinquent after such date. 

c) Other Forms of Payment Universe may enable other forms of payment by making them available in the Admin Console. These other forms of payment may be subject to additional terms which Customer may have to accept prior using the additional forms of payment.

3.3 Delinquent Payments. Delinquent payments may bear interest at the rate European Central Bank has defined under the Interest Rates Act, whether before or after judgment, on any fee for Services which is overdue from the payment due date until paid in full. Customer will be responsible for all reasonable expenses (including attorneys' fees) incurred by Universe in collecting such delinquent amounts, except where such delinquent amounts are due to Universe' billing inaccuracies.

3.4 Suspension for Non-Payment

d) Automatic Suspension Customer will have thirty days to pay Universe delinquent Fees. If Customer does not pay Universe delinquent Fees within thirty days, Universe will automatically suspend Customer’s use of the Services. The duration of this suspension will be until Customer pays Universe all outstanding Fees.

e) During Suspension If Customer has an annual commitment to Universe for the Services, Universe will continue to charge Customer monthly Fees during Customer’s suspension for non-payment and Customer must pay all outstanding Fees in order to resume its use of the Services.

f) Termination After Suspension If Customer remains suspended for non-payment for more than sixty days, Universe may terminate Customer for breach pursuant to Section 11.

3.5 Taxes. Customer is responsible for any Taxes, and Customer will pay Universe for the Services without any reduction for Taxes. If Universe is obligated to collect or pay Taxes, the Taxes will be invoiced to Customer, unless Customer provides Universe with a valid tax exemption certificate authorized by the appropriate taxing authority. If Customer is required by law to withhold any Taxes from its payments to Universe, Customer must provide Universe with an official tax receipt or other appropriate documentation to support such payments.

3.6 Purchase Orders. If Customer requires a purchase order number on its invoice, Customer will inform Universe and Universe will include such purchase order number on invoices following receipt. If Customer does not provide a purchase order number, Customer waives any purchase order requirement and (a) Universe will invoice Customer without a purchase order number; and (b) Customer agrees to pay invoices without a purchase order number referenced. Any terms and conditions on a purchase order do not apply to this Agreement and are null and void.

 

4.Technical Support Services

4.1 By Customer. Customer will, at its own expense, respond to questions and complaints from End Users or third parties relating to Customer's or End Users' use of the Services. Customer will use commercially reasonable efforts to resolve support issues before escalating them to Universe.

4.2 By Universe. If Customer cannot resolve a support issue consistent with the above, then Customer may escalate the issue to Universe in accordance with the TSS Guidelines. Universe will provide TSS to Customer in accordance with the TSS Guidelines.

 

5.Suspension

5.1 Of End User Accounts by Universe. If Universe becomes aware of an End User's violation of the Agreement, then Universe may specifically request that Customer Suspend the applicable End User Account. If Customer fails to comply with Universe' request to Suspend an End User Account, then Universe may do so. The duration of any Suspension by Universe will be until the applicable End User has cured the breach which caused the Suspension.

5.2 Emergency Security Issues. Notwithstanding the foregoing, if there is an Emergency Security Issue, then Universe may automatically Suspend the offending use. Suspension will be to the minimum extent and of the minimum duration required to prevent or terminate the Emergency Security Issue. If Universe Suspends an End User Account for any reason without prior notice to Customer, at Customer's request, Universe will provide Customer the reason for the Suspension as soon as is reasonably possible.

 

6.Confidential Information

6.1 Obligations. Each party will: (a) protect the other party's Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (b) not disclose the Confidential Information, except to Affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any Affiliates' employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill its obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates' employees and agents in violation of this Section.

 

7.Intellectual Property Rights; Brand Features

7.1 Intellectual Property Rights. Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Customer owns all Intellectual Property Rights in Customer Data, and Universe owns all Intellectual Property Rights in the Services.

7.2 Display of Brand Features. Universe may display those Customer Brand Features authorized by Customer (such authorization is provided by Customer uploading its Brand Features into the Services) within designated areas of the Service Pages. Customer may specify the nature of this use using the Admin Console. Universe may also display Universe Brand Features on the Service Pages to indicate that the Services are provided by Universe. Neither party may display or use the other party’s Brand Features beyond what is allowed in this Agreement without the other party’s prior written consent.

7.3 Brand Features Limitation. Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights in those Brand Features. A party may revoke the other party's right to use its Brand Features pursuant to this Agreement with written notice to the other and a reasonable period to stop the use.

 

8.Publicity

Customer agrees that Universe may include Customer's name or Brand Features in a list of Universe customers, online or in promotional materials. Customer also agrees that Universe may verbally reference Customer as a customer of the Universe products or services that are the subject of this Agreement. This section is subject to Section 7.3 (Brand Features Limitation).

 

9.Representations, Warranties and Disclaimers

9.1 Representations and Warranties. Each party represents that it has full power and authority to enter into the Agreement. Each party warrants that it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable (including applicable security breach notification law). Universe warrants that it will provide the Services in accordance with the applicable SLA.

9.2 Disclaimers. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. Universe MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY OR THROUGH THE SERVICES. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE NOT A TELEPHONY SERVICE AND THAT THE SERVICES ARE NOT CAPABLE OF PLACING OR RECEIVING ANY CALLS, INCLUDING EMERGENCY SERVICES CALLS, OVER PUBLICLY SWITCHED TELEPHONE NETWORKS.

 

10.Term

10.1 Agreement Term. This Agreement will remain in effect for the Term.

10.2 Services Term and Purchases During Services Term. Universe will provide the Services to Customer during the Services Term. Unless the parties agree otherwise in writing, End User Accounts purchased during any Services Term will have a prorated term ending on the last day of that Services Term.

10.3 Renewal. The default setting for the Services is auto renewal for all End User Accounts purchased by Reseller for Customers. Unless the Customer or Reseller has cancelled the additional twelve-month term by sending email to support@Universe.fi no later than 30 days prior to the terms end date, upon the expiry of the relevant End User Account Initial Term each End User Account will automatically renew for an additional twelve-month term. Customer may alter the number of End User Accounts to be renewed by communicating the appropriate number of accounts to be renewed to Universe via the Admin Console (if applicable). Customer will continue to pay Universe the then-current Fees for each renewed End User Account unless Customer and Universe mutually agree otherwise. If Universe does not want the Services to renew, then it will provide Customer or Reseller written notice to this effect at least thirty (30) days prior to the end of the then current Services Term. This notice of non-renewal will be effective upon the conclusion of the then current Services Term.

10.4 Requesting End User Accounts. Customer may request End User Accounts by: (i) notifying its reseller; (ii) notifying support@Universe.fi; or (ii) ordering End User Accounts via the Admin Console (if applicable).

10.5 Revising Rates. Universe may revise its rates for the following Services Term by providing Customer written notice (which may be by email) at least thirty days prior to the start of the following Services Term.

 

11.Termination

11.1 Termination for Breach. Either party may suspend performance or terminate this Agreement if: (i) the other party is in material breach of the Agreement and fails to cure that breach within thirty days after receipt of written notice; (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within ninety days; or (iii) the other party is in material breach of this Agreement more than two times notwithstanding any cure of such breaches.

11.2 Effects of Termination. If this Agreement terminates, then: (i) the rights granted by one party to the other will cease immediately (except as set forth in this Section); (ii) Universe will provide Customer access to, and the ability to export, the Customer Data for a commercially reasonable period of time at Universe’ then-current rates for the applicable Services; (iii) after a commercially reasonable period of time, Universe will delete Customer Data by removing pointers to it on Universe’ active servers and overwriting it over time; and (iv) upon request each party will promptly use commercially reasonable efforts to return or destroy all other Confidential Information of the other party. If a Customer on an annual plan terminates the Agreement prior to the conclusion of its annual plan, Universe will bill Customer, and Customer is responsible for paying Universe, for the remaining unpaid amount of Customer’s annual commitment.

 

12.Indemnification

12.1 By Customer. Customer will indemnify, defend, and hold harmless Universe from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim: (i) regarding Customer Data; (ii) that Customer Brand Features infringe or misappropriate any patent, copyright, trade secret or trademark of a third party; or (iii) regarding Customer's use of the Services in violation of the Terms of Service.

12.2 By Universe. Universe will indemnify, defend, and hold harmless Customer from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of a third party claim that Universe' technology used to provide the Services or any Universe Brand Feature infringe or misappropriate any patent, copyright, trade secret or trademark of such third party. Notwithstanding the foregoing, in no event shall Universe have any obligations or liability under this Section arising from: (i) use of any Services or Universe Brand Features in a modified form or in combination with materials not furnished by Universe, and (ii) any content, information or data provided by Customer, End Users or other third parties.

12.3 Possible Infringement.

12.1.1.Repair, Replace, or Modify. If Universe reasonably believes the Services infringe a third party's Intellectual Property Rights, then Universe will: (a) obtain the right for Customer, at Universe' expense, to continue using the Services; (b) provide a non-infringing functionally equivalent replacement; or (c) modify the Services so that they no longer infringe.

12.1.2.Suspension or Termination. If Universe does not believe the foregoing options are commercially reasonable, then Universe may suspend or terminate Customer's use of the impacted Services. If Universe terminates the impacted Services, then Universe will provide a pro-rata refund of the unearned Fees actually paid by Customer applicable to the period following termination of such Services.

12.4 General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party has full control and authority over the defense, except that: (a) any settlement requiring the party seeking indemnification to admit liability or to pay any money will require that party's prior written consent, such consent not to be unreasonably withheld or delayed; and (b) the other party may join in the defense with its own counsel at its own expense. THE INDEMNITIES ABOVE ARE A PARTY'S ONLY REMEDY UNDER THIS AGREEMENT FOR VIOLATION BY THE OTHER

 

13.Limitation of Liability

13.1 Limitation on Indirect Liability. NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.

13.2 Limitation on Amount of Liability. NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO Universe HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

13.3 Exceptions to Limitations. These limitations of liability apply to the fullest extent permitted by applicable law but do not apply to breaches of confidentiality obligations, violations of a party's Intellectual Property Rights by the other party, or indemnification obligations.

 

14.Miscellaneous

14.1 Notices. Unless specified otherwise herein, (a) all notices must be in writing and addressed to the attention of the other party's legal department and primary point of contact and (b) notice will be deemed given: (i) when verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt; or (ii) when verified by automated receipt or electronic logs if sent by facsimile or email.

14.2 Assignment. Neither party may assign or transfer any part of this Agreement without the written consent of the other party, except to an Affiliate, but only if: (a) the assignee agrees in writing to be bound by the terms of this Agreement; and (b) the assigning party remains liable for obligations incurred under the Agreement prior to the assignment. Any other attempt to transfer or assign is void.

14.3 Change of Control. Upon a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction): (a) the party experiencing the change of control will provide written notice to the other party within thirty days after the change of control; and (b) the other party may immediately terminate this Agreement any time between the change of control and thirty days after it receives the written notice in subsection (a).

14.4 Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party's reasonable control.

14.5 No Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.

14.6 Severability. If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.

14.7. No Agency. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.

14.8 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

14.9 Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief.

14.10 Governing Law. This Agreement is governed by Finnish law and the parties submit to the exclusive jurisdiction of the Finnish courts in relation to any dispute (contractual or non-contractual) concerning this Agreement save that either party may apply to any court for an injunction or other relief to protect its Intellectual Property Rights.

14.11 Amendments. Any amendment must be in writing and expressly state that it is amending this Agreement.

14.12 Survival. The following sections will survive expiration or termination of this Agreement: Section 3, 6, 7.1, 11.2, 12, 13, 14, and 15.

14.13 Entire Agreement. This Agreement, and all documents referenced herein, is the parties' entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. The terms located at a URL and referenced in this Agreement are hereby incorporated by this reference.

14.14 Interpretation of Conflicting Terms. If there is a conflict between the documents that make up this Agreement, the documents will control in the following order: the Purchase Contract, the Agreement, and the terms located at any URL.

14.15 Counterparts. The parties may enter into this Agreement in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.

 

15.Definitions

"Admin Account(s)" means the administrative account(s) provided to Customer by Universe for the purpose of administering the Services. The use of the Admin Account(s) requires a password, which Universe will provide to Customer (if applicable). 

"Admin Console" means the online tool provided by Universe to Customer for use in reporting and certain other administration functions (if applicable).

"Administrators" mean the Customer-designated technical personnel who administer the Services to End Users on Customer's behalf.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

"Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.

"Confidential Information" means information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances. Customer Data is Customer's Confidential Information.

"Customer Data" means data, including email, provided, generated, transmitted or displayed via the Services by Customer or End Users.

"Emergency Security Issue" means either: (a) Customer's use of the Services in violation of the Terms of SErvice, which could disrupt: (i) the Services; (ii) other customer's use of the Services; or (iii) the network or servers used to provide the Services; or (b) unauthorized third party access to the Services.

"End Users" means the individuals Customer permits to use the Services.

"End User Account" means an account established by Customer through the Services for an End User.

"Fees" means the amounts invoiced to Customer by Universe or Reseller for the Services as described in an Purchase Contract.

"Help Center" means the Universe help center accessible in URL as Universe may provide. 

"High Risk Activities" means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage.

"Initial Services Term" means the term for the applicable Services beginning on the Service Commencement Date and continuing for the duration set forth on the Purchase Contract.

"Intellectual Property Rights" means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.

"Notification Email Address" means the email address designated by Customer to receive email notifications from Universe. Customer may change this email address through the Admin Console (if applicable).

"Purchase Contract" means the Purchase Contract the Customer makes with Universe or a Reseller, which contains: (i) the Services being ordered; (ii) Fees; (iii) number of, and Initial Services Term for, End User Accounts; and (iv) the applicable form of payment.

“Reseller” means an independent, non-exclusive, authorized reseller of the Services solely to Customers in the Territory.

"Service Commencement Date" is the date upon which Universe makes the Services available to Customer, and will be within one week of Universe' receipt of the completed Purchase Contract, unless otherwise agreed by the parties.

"Service Pages" mean the web pages displaying the Services to End Users.

"Services" means the Universe Software.

"Services Term" means the Initial Services Term and all renewal terms for the applicable Services.

"SLA" means the Service Level Agreement.

"Suspend" means the immediate disabling of access to the Services, or components of the Services, as applicable, to prevent further use of the Services.

"Taxes" means any duties, customs fees, or taxes (other than Universe' income tax) associated with the sale of the Services, including any related penalties or interest.

"Term" means the term of the Agreement, which will begin on the Effective Date and continue until the earlier of (i) the end of the last Services Term or (ii) the Agreement is terminated as set forth herein.

"Terms of Service" means the acceptable use policy for the Services as Universe may provide.

"Third Party Request" means a request from a third party for records relating to an End User's use of the Services. Third Party Requests can be a lawful search warrant, court order, subpoena, other valid legal order, or written consent from the End User permitting the disclosure.

"TSS" means the technical support services provided by Universe to the Administrators during the Term pursuant to the TSS Guidelines.

"TSS Guidelines" means Universe' technical support services guidelines then in effect for the Services.

"URL Terms" means the "Terms of Service," the "SLA," and the "TSS Guidelines.”