Adalyon terms of service
These Terms of Service (“Terms”) govern the subscription, access and use of the Adalyon AI-based SaaS solution (“Service”) provided by Adalyon Oy (Business ID: 3243258-8) (“Adalyon”).
The Service is an AI-driven SaaS solution for enhancing team collaboration, psychological safety and performance. Customer wishes to take the Service into use in its internal operations. The purpose of this Agreement is to agree on the terms and conditions governing the use of the Service.
By clicking a box indicating acceptance, or by otherwise taking the Service into use, the customer organization (“Customer”) will become contractually bound by these Terms. You hereby warrant to have the required authority enter into a binding agreement by accepting these Terms on behalf of the Customer.
Each party (Customer as indicated in Agreement and Adalyon) is hereinafter individually referred to as the “Party” and together as the “Parties.”
Please note that Adalyon may in certain cases also provide Customer with custom services or functionalities, which may be ordered separately or which may be indicated separately in the Agreement. These Terms are however only applicable to the access and use of the Adalyon SaaS-based Service.
1. Order of Precedence
In case of discrepancy between these Terms and the Data Processing Agreement (“DPA”), the DPA shall have priority.
2. Right to use the Service
Subject to due payment of the fees as set out in the Payment and Subscription Terms (“Service Fees”) as well as subject to the compliance with the Terms agreed herein, Adalyon grants Customer a limited, non-exclusive, non-transferable, and non-sublicensable right to use the Service during the Subscription Term for the purposes set out herein.
Customer understands and agrees that the Service is being provided to them under a limited license and is not being sold to Customers and Users, and that Customer and Users do not gain any ownership interest of any kind in the Service under these Terms.
3. About the Service
The functionalities of the Service are further specified in the service description attached to the Agreement.
Unless separately set out in the Agreement, the Customer or Users are not entitled to receive, inter alia, customer support services, consultation services, data transfer, integration or implementation services. In case such services are included in Adalyon’s service offering, Adalyon shall have the right to collect the applicable fees and charges relating to these services and shall provide such services in accordance with the service descriptions.
4. Authorized Users
Only individuals authorized by the Customer are allowed to access and use the Service (“Users”). Customer is only entitled to allow access to Users exclusively from Customer’s own organization and shall not provide access to the Service to any third parties. Any unauthorized use is prohibited.
Customer and each User shall be responsible for any unauthorized use of the Service conducted with their usernames and/or passwords, where applicable. All User accounts are strictly personal. Adalyon has the right to disable any username, password, or other identifier, whether chosen by you or provided by us, and/or suspend access to the Service, at any time if, in our opinion, the Customer or any User has violated any provision of these Terms.
In the event of or if the Customer or User has a reason to suspect any unauthorised access or use of the Service, or if any password has been revealed to a third party, Adalyon must be promptly notified.
The Customer shall remove and manage the access rights to the Service when necessary, such as in case of termination of employment of a User.
5. Restrictions of Use
The Service is only intended to be used for the internal operations of Customer and may not be used for other purposes. Adalyon may take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Service or any action that may be damaging to the rights or interests of Adalyon or any third party.
Unless otherwise permitted in these Terms, Customer or any User may not:
(a) circumvent or attempt to circumvent any usage control or anti-copy features of the Service;
(b) probe, scan or test the vulnerability of the Service;
(c ) use the Service and the content available through the Service in any manner that could damage, disable, overburden or impair the Service;
(d) use any data mining, robots, scraping, or similar data gathering or extraction methods;
(e) use, sell, rent, transfer, license or otherwise provide anybody with the Service and/or the content available through the Service, except as provided herein;
(f) interfere with Adalyon’s other customers’ use of the Service;
(g) reverse engineer or decompile the Service or access the source code thereof;
(h) use the Service for transmitting any unauthorized advertising, promotional materials, junk mail, spam or any other form of solicitation or mass messaging;
(i) use the Service in violation of applicable law, including any applicable employment or privacy laws
(j) modify, reproduce, adapt, translate, creative derivative works of or otherwise exploit any portion of the Service, or use the Service in ways that violate intellectual property rights, business secrets or privacy of third parties;
(k) use the Service to transmit any material that contains adware, malware, spyware, software viruses, worms or any other computer code designed to interrupt, destroy, or limit the functionality of computer software or equipment.
6. Other Obligations
The Customer is responsible for ensuring that their hardware, connections, software and data systems work and are compatible with the operating environment of the Service and for ensuring that the Service fulfils the Customer’s intended purpose of use. The use of the Service requires a functioning connectivity to internet.
The Customer is responsible for all data and content the Customer or a User enters into the Service and the validity and accuracy thereof.
The Customer shall ensure that Users use the Service in compliance with these Terms. Misuse of the Service by the Customer or any User may lead to immediate termination of the subscription or suspension or denial of access to the Service.
7. Third Party Services
Certain functionalities of the Service may be provided by or integrated with services provided by third party service providers (e.g. Microsoft Teams or Slack).
Adalyon shall not be liable for any direct or indirect damages arising from the use of third party services. In addition, Adalyon shall not be liable for interruptions to the availability of the services provided by third parties.
These Terms exclusively cover the Service and the use thereof and any and all linked third party services and platforms are provided by the relevant third parties and covered by their terms of service, privacy policies, or other terms or licenses. Adalyon does not assume any liability in regard to use of such third party services and platforms, whether or not they are linked to the Service.
8. Intellectual Property Rights
The Service is provided to Customer as a SaaS service.
All title and any intellectual property rights to the Services and any related documentation belong to Adalyon or its licensors.
Intellectual property rights shall be understood in the broadest sense, including but limited to any copyright, patent, trademark, design right, database protection right, and any other form of statutory protection of any kind (whether registered or unregistered) and applications for any of the foregoing respectively as well as any know-how, inventions, and trade secrets in or related to the Service and thereto related documentation (including modifications, if any) and all parts and copies thereof.
Except as expressly stated herein, these Terms does not grant the Customer or User any intellectual property rights in the Service and all rights not expressly granted hereunder are reserved by Adalyon and its licensors, as the case may be.
9. Data Usage
Adalyon has the right to use and process any Customer-related data (whether personal data or otherwise) (i) for the purposes of providing and maintaining the Service, including all and any features present in the Service at any given time, and (ii) as otherwise required for Adalyon to perform its obligations and provide the Services.
Further, Adalyon shall have the right to collect anonymized analytics data from Customers and Users use of the Service, provided that such data cannot be linked to any identifiable individual or the Customer entity. Such analytics data shall be proprietary to Adalyon, and Customer hereby assigns to Adalyon all rights, titles and interests, including intellectual property rights, they may have in such analytics data.
Adalyon may use such analytics data to e.g. develop its own products and services, generate statistics and compilations and use them for the service offerings as well as for its other commercial purposes.
10. Personal Data Processing
In respect of any personal data processed on behalf of Customer within the Service, Customer shall be data controller and Adalyon the data processor. In respect of such processing the Data Protection Agreement (“DPA”) shall apply. The DPA is hereby incorporated by reference as an integral part of these Terms.
The Customer acknowledges that some interfaces or integration tools may be provided by third parties and/or may have connections or links to third party service providers’ software or systems. Adalyon shall not, under any circumstances, be liable for the actions of such third parties or the parts of the interfaces or integration tools which are delivered, maintained or owned by third parties.
11. Interfaces and integration tools
For the avoidance of doubt, all interfaces and integration tools relating to the Service are provided on an “as is” basis. Adalyon may provide the Customer with such interfaces and integration tools as developed and implemented by Adalyon from time to time.
12. Availability
Adalyon will strive to have the Service available 24 hours a day, 7 days a week (“Service Hours”) during the term of the subscription.
Notwithstanding the above mentioned, Adalyon shall have the right to temporarily suspend the provision of the Service during the Service Hours in accordance with the following, without any obligation to compensate any damages or service level failures:
Adalyon shall have the right to suspend the availability of the Service for a reasonable duration, if this is necessary in order to perform installation, change or maintenance work in respect of the Service. If Adalyon suspends the Service for this reason, Adalyon strives to inform the Customer and Users of the suspension and the estimated duration of the suspension in advance and strives to minimize any inconvenience resulting from the suspension.
Adalyon shall have the right to deny access to the Service without any prior notice, if Adalyon suspects that the Customer or User burdens or uses the Service in a manner which may jeopardize the availability of the Service to other users. Adalyon shall without undue delay inform the Customer of the reasons for such denial.
Customer and Users further acknowledge that interruptions to the availability of the Service may also occur due to no fault of Adalyon, for example, in the event of data connection disruptions or interruptions to the availability of systems or components delivered by third parties (e.g. Slack or Teams).
13. Warranty and limitation of liability
Except as specifically provided under these Terms, the Service is provided “as is” and with the functionalities available at each time without warranty of any kind, either express or implied, including but not limited to the warranties of merchantability, title, non-infringement, and fitness for a particular purpose. Adalyon has no other obligations or liabilities than those that have expressly been agreed upon.
Neither Party shall be liable for any indirect or consequential damages. The total aggregate liability of Adalyon in connection to Customers use of the Service shall in all cases be limited to the aggregate Service Fees paid by the Customer to Adalyon during the 6 months preceding the occurrence for which damages are claimed.
The limitations of liability specified above shall not apply to damages caused by a breach of Section 5 (Restrictions of Use), Section 8 (Intellectual Property Rights), Section 16 (Confidentiality) or to damages caused by gross negligence or willful misconduct.
14. Subscription Term and Termination
The subscription shall be valid for the term indicated in the Payment and Subscription Terms (“Subscription Term”) and subject to the pricing (“Service Fees”) specified in the Payment and Subscription Terms. Termination notices can be submitted to Adalyon at support@adalyon.com.
Each Party may terminate the Agreement with immediate effect by giving written notice thereof to the other Party, if the other Party fails to comply with these Terms and does not remedy the failure within reasonable time.
Such provisions of these Terms that are intended to survive the termination or expiry of these Terms shall however survive the termination.
Upon termination for any reason, Adalyon shall not be obliged to refund any payments effected in accordance with these Terms.
After termination for any reason, the Customer and Users shall lose their access right to the Service as soon as the notice period has ended.
15. Force Majeure
Adalyon shall not be liable for any unavailability, errors, delay or damage caused by an impediment beyond the Adalyon’s control and which Adalyon could not have reasonably taken into account in advance, nor the consequences of which Adalyon could not reasonably have avoided or overcome. Such force majeure events shall include, if not proven otherwise, inter alia, war or insurrection, earthquake, flood or other similar natural catastrophe, interruptions in general traffic, data communication or supply of electricity, import or export embargo, strike, lockout, boycott or other similar industrial action.
Adalyon shall without delay inform the Customer in writing of a force majeure event and the ceasing of such event.
16. Confidentiality
Neither Party shall disclose to third parties any material or information received from the other Party and marked as confidential or which should be understood to be confidential and shall not use such material or information for any other purposes than those stated in these Terms.
The confidentiality obligation shall, however, not be applied to material and information (a) which is generally available or otherwise public; or (b) which the Party has received from a third party without any obligation of confidentiality; or (c) which was in the possession of the receiving Party prior to receipt of the same from the other Party without any obligation of confidentiality related thereto; or (d) which a Party has independently developed without using material or information received from the other Party.
17. Governing Law and Dispute Resolution
These Terms shall be exclusively governed by and construed in accordance with the laws of Finland without regard to its choice of law provisions.
Any dispute, controversy or claim arising out of or relating to these Terms, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English. The arbitral proceedings and award shall be confidential.
18. Changes to the Service or Terms
Adalyon may make modifications or changes to the Service at any time at its sole discretion and without notification, provided that such changes do not materially affect the Customer, Users or the usability of the Service.
If Adalyon introduces changes to these Terms materially affecting the Service, Adalyon will notify the Customer thereof at least 30 days in advance in writing and the Customer is entitled to object to the revised terms, in which case Adalyon may elect to have the prior terms control, to negotiate an alternate solution with Customer, or if neither of the foregoing is applicable then Customer may terminate the subscription of the Service in case the Customer does not accept the changes. Customer’s continued use of the Service following notice, and/or Customer’s failure to object in writing to a proposed change within the thirty (30) day period, constitutes Customer’s acceptance of and agreement to the revised terms.
Adalyon may, at its discretion, make changes to the Service Fees. Adalyon will notify Customer of such changes at least 30 days in advance. Such changes shall not be applied during an ongoing set-term Subscription Term indicated in the Agreement.
19. Severability and Assignability
If any part of these Terms is held to be invalid or unenforceable by any court, tribunal or other authority having jurisdiction, this shall not affect the validity or enforceability of the rest of these Terms. Instead, these Terms shall be construed and interpreted so that its effect shall remain as close as legally possible to the effect it would have had without such invalidity or unenforceability.
These Terms or any rights or obligations hereunder may not be assigned without the prior written consent of the other Party. Adalyon may, however, assign all or any of its rights or obligations hereunder in whole or part to an affiliate or successor or to a purchaser or acquirer of its business assets without the prior consent of Customer.