1. Recitals

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This License Agreement (“Agreement”) governs the provision and use of solutions, software-based services, and web applications (collectively, the “Product”) developed by NayaDaya Analytics Inc., Finland, with business ID 2775123-4 (“NayaDaya”). The Agreement encompasses support tools, web portals, and services directly supporting or monitoring the use thereof, related documentation, and any updates or upgrades thereto, licensed or made available to the organization you represent and yourself (collectively, “you”).

 

By ordering or using the Product license through any channel, including directly from NayaDaya, through an online platform, or through partners, you agree to be bound by the terms and conditions set forth in this Agreement.

 

2. License

 

NayaDaya grants you a revocable, non-exclusive, non-transferable, non-assignable, limited right to use the Product as an online cloud solution for a specified period, subject to the terms herein. Use of the Product is limited to specific analytic rounds and target groups, and to certain functionalities as outlined in separate agreements or sales orders with NayaDaya or its authorized resellers or distributors.

 

Access to and use of the Product, including the receipt of reports generated thereby, is conditional upon your timely payment of any fees due to NayaDaya.

 

All intellectual property rights in the Product, including NayaDaya’s copyright, trademarks, patents, and designs, are the exclusive property of NayaDaya.

 

3. Restrictions

 

You shall not, and you will not permit others, to license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Product or make the Product available to any third party without NayaDaya’s prior written consent.

 

4. Modifications to Product

 

NayaDaya reserves the right to modify, suspend, or discontinue the Product or any related service without notice, and shall not be liable to you or any third party for such actions.

 

5. Use of Data

 

You are permitted to use, share, and publish reports generated by the Product, subject to the condition that such data, results, or reports are not resold without NayaDaya’s written consent. To secure anonymity of the responses, NayaDaya retains the right not to provide raw response data to you.

 

NayaDaya may use you as a reference. NayaDaya may store, use, analyse, share and publish data and results, commercially or non-commercially, anonymously and without publicly associating them with you ("Big Data"). The results associated to you can only be communicated publicly in a separately agreed manner or if the information is public.

 

6. Personal Data

 

The Product does not collect or process any personal data. NayaDaya processes all personal data in accordance with its Data Protection Policy, available at https://www.nayadaya.com/privacy-notice.

 

7. Disclaimer of Warranties

 

The Product is provided on an “as is” basis without warranties of any kind, express or implied. NayaDaya disclaims all warranties to the fullest extent permitted by law and does not guarantee the accuracy or completeness of reports generated by the Product.

 

8. Limitation of Liability

 

Neither party shall be liable for any direct or indirect damages arising from the use of the Product, except for damages resulting from unlawful acts, deliberate misconduct, or gross negligence.

 

9. Underlaying Systems

 

Third-party IT solutions, systems and networks used in providing the Product are provided and supported by NayaDaya partners. NayaDaya is not responsible for any of these software and hardware features, limitations or bugs, nor does it provide any support for these components.

 

10. Confidentiality

 

“Confidential Information” refers to any information disclosed under this Agreement that is reasonably expected to be confidential. Both parties agree not to disclose such Confidential Information except to personnel, including affiliates, agents, partners and representatives, who need to know it to fulfil their obligations under this Agreement.

 

11. Term and Termination

 

This Agreement shall remain in effect until terminated by you or NayaDaya. NayaDaya may, in its sole discretion, at any time and for any or no reason, terminate this Agreement with or without prior notice.

 

NayaDaya may terminate this Agreement immediately, without prior notice, in the event that you fail to comply with any provision of this Agreement ("Breach").

 

Upon termination of this Agreement, you shall cease all use of the Product. However, if the termination is not due to your Breach of the Agreement, you are entitled to continue using the Product for the remaining paid analytic rounds, for the paid target group of people, for the paid time period.

 

You shall not be entitled to a refund, damages, or other compensation from NayaDaya as a result of termination.

 

All restrictions of use shall survive termination.

 

12. Force Majeure

 

Neither party is liable for delays or damages caused by unforeseeable events beyond their control, provided timely written notice is given to the other party.

 

13. Severability

 

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

 

14. Governing law and dispute resolution

 

These Terms shall be governed under the laws of Finland. With the sole exception of any Product for injunctive relief, any dispute, controversy or claim arising out of or relating to these Terms, or the Breach, termination or validity thereof that cannot be solved amicably or through mediation, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English.

 

15. Amendments to this Agreement

 

NayaDaya reserves the right, at its sole discretion, to modify this Agreement at any time. If a revision is material NayaDaya will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at sole discretion of NayaDaya.