Welcome, and thank you for your interest in GapHook™ platform created and maintained by us (“we,” “our,” or “us”). These Terms of Use combined with the Order Form shall constitute a legally binding agreement (the “Agreement”) between you and us governing your access to and use of the GapHook™ website, mobile application, GapHook™ Material, software, API, products, and services provided by us (collectively, the “Service”).

The Agreement can be established also by entering into a Frame Agreement by and between you and us and attaching these Terms of Use into the Order Form signed by you and us and containing a reference to the Frame Agreement.

1. Capacity & legal representation

By entering into this Agreement, and/or by accessing or using the Service, you expressly acknowledge that you have read, understood, and agree to be bound by this Agreement. If you are accessing and using the Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement. This Agreement applies to all visitors, users, and others who access or use the Service (“Users,” “you,” or “your”). We reserve the right, at our sole discretion, to change, modify, add, or remove portions of this Agreement, at any time, by posting changes to this page. Your continued access to or use of the Service after such posting confirms your consent to be bound by this Agreement, as amended.

IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE SERVICE.

2. Privacy Policy and Additional Terms

Our Privacy Policy explains how we collect, use, and share your information, and is hereby incorporated into this Agreement by reference. The Privacy policy is found https://gaphook.com/privacy-policy. You agree to familiarize yourself with our Privacy policy and that your access to and use of the Service is governed by our Privacy Policy. The Data Processing Addendum for GapHook™ Terms of Use can be found at https://gaphook.com/dpa.

Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link from the Service (the “Additional Terms”), such as end user license agreements for any downloadable software applications, or rules applicable to a particular feature or content on the Service. All Additional Terms are incorporated by reference into, and made a part of, this Agreement.

3. Accounts and Registration

To access and use the Service you must create an account (“Account”) by providing us with information such as your name, contact information, and additional information we may ask you to provide. You must provide accurate, current, and complete information during the registration process and keep your Account information up-to-date at all times. You are responsible for all activity that occurs in association with your Account. We are not liable for any loss or damage caused by your failure to maintain the confidentiality of your Account credentials. You must immediately notify us if you discover or suspect any security breach related to the Service or your Account.

4. Limited License Grant; use of the service

License Grant

Subject to this Agreement, we grant you a limited non-exclusive, non-transferable, non-sublicensable, revocable right and license to access and use the Service (including any documentation generally made available to our Users) to host applications (each, an “App”) that may be made available to your customers or other members of the general public (each, an “End User”). In the event you would like us to create your App and any associated content (“Professional Services”), please contact us at the email at the end of this Agreement. Such Professional Services will be performed pursuant to a separate agreement and associated fees.

Our Rights

We reserve the right, but are not obligated, to investigate any violation of this Agreement or misuse of the Service. We may: (i) remove, disable access to, or modify any content or resource that violates this Agreement; and (ii) report any activity that we suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Any such reporting may include disclosing certain User Content, including Account information. We also may cooperate with appropriate authorities, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of this Agreement. We may also access and disclose User Content if we believe in good faith that such access or disclosure is reasonably necessary to protect the rights, property, or safety of the Service, us, our employees, directors, officers, partners, or agents, or members of the public.

5. Restrictions

In addition to any other restrictions set forth in this Agreement, you agree not to engage in, attempt to engage in, or permit or assist others in engaging in, any of the following prohibited activities:

(i) use any software, script, code, device, crawler, robot, or other means not provided by us to access the Service;

(ii) circumvent, disable, or otherwise interfere with security-related features on the Service;

(iii) modify, adapt, translate, reverse engineer, decipher, decompile, or otherwise disassemble any portion of the Service;

(iv) access or use the Service in any manner that may damage, disable, unduly burden, or impair any part of the Service, or any servers or networks connected to the Service;

(v) post information or interact with the Service in in a manner which is fraudulent, libelous, abusive, obscene, profane, harassing, or illegal;

(vi) use the Service for any illegal purpose or in violation of any law, statute, rule, permit, ordinance or regulation;

(vii) gain or attempt to gain unauthorized access to the Service;

(viii) interfere or attempt to interfere with the Service provided to any User or network, including without limitation, via means of submitting a virus to the Service, spamming, crashing, or otherwise;

(ix) engage in commercial use or distribution of the Service (other than use of the App for your business purposes), or copy or create any derivative work of the Service;

(x) use the Service in any way that infringes or misappropriates any third party’s rights, including intellectual property rights, copyright, patent, trademark, trade secret, or other proprietary rights, or rights of publicity or privacy; and

(xi) disclose the results of testing or benchmarking of the Platform.

6. Service Availability

We will not warrant or guarantee the availability of the Service at all, but we will use commercially reasonable efforts to make the Service available, except for scheduled or unscheduled downtime and any unavailability caused by events beyond our reasonable control, such as fires, natural disasters, government actions, civil unrest, or Internet service provider failures or delays.

We may, without prior notice and at our sole discretion, change the Service, stop providing the Service or certain features of the Service, or create usage limits for the Service.

Notwithstanding the foregoing, we will endeavor to take reasonable steps to notify you prior to discontinuing any features or making any other changes to the Service. We will use reasonable efforts to provide support service for the Service in accordance with this Agreement. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. You may contact us at the email address below for support.

7. Apps and Content

Apps

You are responsible for all content and operation of any App, including the actions of End Users. You must include terms on all Apps that are at least as protective of us as the terms herein (“End User Terms”). We may remove any content on the Service or App (or demand Users to remove such content) that we deem violates this Agreement.

User Content

You are responsible for all text, images, photographs, or other materials provided, created, or uploaded to the Service or Apps that are associated with your Account (“User Content”). User Content includes all content of Apps, the design and workflow of an App, all data generated by or submitted to an App, including information relating to and submitted by End Users (“End User Content”), and any components, templates, and plug-ins (“Components”) created by you for use in your App.

You represent and warrant that:

(i) you have all necessary rights, consents, and permissions to submit to the Service and otherwise disclose, transfer, and use all User Content, including to grant the licenses to User Content herein; and

(ii) User Content will not violate any applicable law, rule, or regulation, infringe any third party’s intellectual property, privacy, or publicity right, or cause a breach of any agreement with any third party (including any governmental agencies).

By posting, displaying, sharing, or distributing User Content, or allowing End Users to do the foregoing related to End User Content, on or through the Service or the Apps, you grant us, our affiliates, and any applicable Third-Party Services (defined below), a non-exclusive, transferable, perpetual, irrevocable, fully paid license to use, copy, and prepare derivative works of User Content for the purpose of operating and improving the Service, and providing related services, if applicable.

End User Terms

End User Terms must grant you or the applicable owner or controller of the App the same rights with respect to use, removal, and treatment of End User Content that we have with respect to User Content set forth in this Agreement.

You agree that all Apps will conspicuously post a consumer-facing privacy policy that:

(i) complies with applicable laws, rules, and regulations, including those related to data privacy;

(ii) accurately describes your information collection, use, and disclosure practices in accordance with applicable laws, rules, and regulations; and

(iii) indicates that you use third-party service providers in order to make Apps available and that such third-party service providers will have access to and will use such End User Data as provided herein.

Usage Data

We may collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Service and related systems and technologies, including without limitation, information concerning User Content and data derived therefrom that does not specifically identify a User or End User (“Usage Data”). We own all right, title, and interest in and to Usage Data.

8. Third-Party Services

You may have access to certain applications and features provided by third parties through the Service (“Third-Party Services”). Your use of any Third-Party Services is subject to this Agreement and to any third-party terms applicable to such Third-Party Services. If you do not accept the applicable third-party terms, do not use such Third-Party Services.

When using Third-Party Services, you are responsible for any information you provide to such third party. We have no responsibility or liability for any Third-Party Services. Providers of Third-Party Services may change or discontinue the functionality or features of their Third-Party Services. Any data or information you allow us to access from a Third-Party Service is deemed User Content for purposes of this Agreement.

9. Ownership and Proprietary Rights

GapHook Material

Except for the limited license granted to you in this Agreement and except for User Content, we retain all right, title, and interest in and to the Service and associated documentation, all data, text, images, logos, software, content, and other information and content available on or through the Service, and any and all enhancements, improvements, developments, derivative works, or other modifications made to or related to the foregoing (“GapHook Material”). The GapHook Material is protected by copyright, trademark, and/or other intellectual property laws and you acknowledge and agree that we retain all right, title, and interest in and to the GapHook Material. Except as expressly stated in this Agreement, you may not sell, transfer, alter, reproduce, distribute, republish, download, display, post, or transmit any GapHook Material, in whole or in part, by any means.

User Content

Except for the limited licenses granted to us in this Agreement, as between the parties, you retain all right, title, and interest in and to the User Content. At any time you may contact us in order to export User Content.

Marks

Each party retains all right, title, and interest in and to their respective trademarks, service marks, logos, name, branding, and equivalent identifiers (“Marks”). You grant us a limited, non-exclusive, non-transferable, sublicensable right to use your Marks on the Service and as otherwise required to fulfill our obligations hereunder, and for attribution as set forth in Section 17, consistent with your trademark guidelines if provided to us. Except for the reproduction of our Marks in order to promote the Service on Apps, you may not use our Marks for any purposes, including in a way that suggests you are endorsed by or associated with us in anyway other than as a customer. All permitted use of a party’s Marks hereunder will inure to the benefit of the owning party.

Feedback

You acknowledge and agree that any feedback, comments, or suggestions you may provide regarding the Service (“Feedback”) will be the sole and exclusive property of us and you hereby irrevocably assign to us all of your right, title, and interest in and to all Feedback.

10. Fees and Payment

Pricing and Payment Terms

Your use of the Service is based on a one time deployment payment and monthly subscription fees and is subject to certain recurring fees and other fees and charges, as applicable.

All fees, including any applicable taxes and transaction fees, are in Euro (€) and payable in advance for the entire contract period. Unless otherwise agreed in writing, the contract period is twelve (12) months. We are not responsible for any charges or expenses you incur resulting from charges billed by us in accordance with this Agreement. All fees and other payments related to your Account will be made in accordance with the billing terms in effect when such payment is due or funds are received.

The registration of your Account and the use of Service is subject to receipt of your advance payments in due time. We refer the right to suspend, withhold, revoke or cease your Account and your use the Services temporarily or permanently in case your advance or other payments are not received by us in due time and for the full amount.

We may use a third-party payment processor to process payments and in such case you must agree to their terms when entering payment information. By providing your payment information, you agree that we may invoice you for all fees when they become due to us without additional notice or consent. We may add new features for additional fees, or amend fees for existing features, at any time in our sole discretion. Your continued use of the Service after any price change becomes effective constitutes your agreement to pay the new amount.

No Refunds

You may cancel your Account in accordance with the terms and provisions of the Agreement; however, all payments are non-refundable and there are no refunds or credits for partially used periods or in relation to use of service. Following any cancellation, however, your subscription as well as other obligations will be valid and binding until your paid period is complete.

11. Disclaimer

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ANY COMPONENT IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PRIVACY, SECURITY, ACCURACY, TIMELINESS, QUALITY, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, WE, OUR SUBSIDIARIES, OUR AFFILIATES, AND OUR THIRD-PARTY LICENSORS DO NOT WARRANT THAT: (I) THE SERVICE OR YOUR USE OF THE SERVICE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR CORRECT; (II) THE SERVICE OR YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS; (III) THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, TIMELY, UNINTERRUPTED, OR SECURE; (IV) ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (V)THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED OR OTHERWISE USED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE, INCLUDING DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE, OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR USE OF THE SERVICE OR ANY APPLICATION.

WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

12. Indemnity

You agree to defend, indemnify, and hold us and our officers, directors, employees, agents, and affiliates (the “Entities”) harmless from any and all third-party claims, proceedings, damages, injuries, liabilities, losses, costs and expenses (including reasonable attorneys’ fees and litigation expenses), arising out of or relating to: (i) your access to or use of the Service; (ii) all User Content and Apps; (iii) your violation of any portion of this Agreement or any applicable law, rule, or regulation; or (iv) your violation of any third-party right.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE ENTITIES OR ITS THIRD-PARTY LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING FROM THE USE OF, OR INABILITY TO USE, THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF THE ENTITIES AND ITS THIRD-PARTY LICENSORS, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY, OR ANY OTHER THEORY, ASSOCIATED WITH ANY CLAIM ARISING OUT OF OR RELATING TO USE OF OR ACCESS TO THE SERVICE FOR ANY REASON WHATSOEVER SHALL BE LIMITED IN AGGREGATE TO THE TOTAL AMOUNT OF MONTHLY FEES PAID BY YOU TO US FOR THE SIX (6) MONTH CONTRACT PERIOD IMMEDIATELY PRECEDING THE CAUSE OF ACTION BROUGHT AGAINST US (EXCLUDING ANY POSSIBLE PRICE RETURNS, PRICE REDUCTIONS, SERVICE LEVEL CREDITS AND SIMILAR DISCOUNTS AND WITHOUT ANY VALUE ADDED TAXES OR GOVERNMENTAL FEES). NO ACTION MAY BE BROUGHT AGAINST US MORE THAN TWO (2) MONTHS AFTER THE CAUSE OF ACTION HAS ARRISEN.

14. Alerts and Notifications

By entering into this Agreement or using the Service, you agree to receive communications from us, including emails, text messages, alerts, and other electronic communications. Standard message and data rates apply to all messages sent to or received from us. Any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that the communication be in writing.

15. Governing law and Dispute Resolution

This Agreement and its terms and conditions shall be governed exclusively by and construed according to the laws of Finland. The parties agree that the United Nations Convention on Agreements for the International Sale of Goods shall not apply to this Agreement or the transactions contemplated hereby. The official text of the Agreement and its Appendices or any notices given or accounts or statements required hereby shall be in English. In the event of any dispute concerning the construction or meaning of this Agreement, reference shall be made only to this Agreement as written in English and not to any other translation into any other language.

Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finnish Chamber of Commerce. The arbitral tribune shall be composed of a sole arbitrator. The place of arbitration shall be Helsinki, Finland. The language to be used in the arbitral proceedings shall be English but the evidence may be submitted also in Finnish, and witnesses heard in either language.

16. Term and Termination

This Agreement commence upon creation of your Account and concluding the deployment project as well as upon the receipt of your advance payments on fees covering the term and deployment project. Unless otherwise agreed in writing, the contract term of this Agreement is fixed for a twelve (12) month period upon signing this Agreement (“Initial Term”). After the Initial Term this Agreement shall automatically prolong to another consecutive fixed twelve (12) month period(s) unless terminated by a prior written notice and no later than one (1) month before the end of the twelve (12) month period.

We may, at our sole discretion, terminate your access to and use of the Service, with or without cause, immediately, and without notice, which may include no longer supporting Apps. We will not be liable to you or any third party for any such termination. Upon any termination, discontinuation, or cancellation of the Service or your access thereto, your right to access or use the Service will immediately terminate. All provisions of this Agreement which by their nature should survive termination shall survive the termination of your access to the Service, including without limitation, provisions regarding ownership, warranty disclaimers, indemnity, and limitations of liability.

17. General

You may not assign or transfer this Agreement or your rights herein, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement at any time without notice or consent. If any portion of this Agreement is held invalid, you agree that such invalidity will not affect the validity of the remaining portions of this Agreement. We may identify you as a customer in standard marketing materials, including the customer page of our website. No waiver by us of any breach or default of this Agreement will constitute a continuing waiver of such breach or default or be deemed to be a waiver of any preceding or subsequent breach or default. This Agreement represents the complete agreement between the parties regarding the subject matter set forth herein and supersedes all prior agreements and representations between you and us.

18. Contact

Please contact us with any questions regarding this Agreement at www.sofokus.com or at the address below.

Sofokus Oy

Juhana Herttuan Puistokatu 3,

20200 Turku, FINLAND

info@sofokus.com

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