This License (“the Agreement”) is between Mainio Tech Oy and Customer as identified on the Order Details Email. This Agreement applies to one individual user in Customer’s organization (“Authorized User”).

1. License Grant.

Subject to the provisions of this Agreement, Customer is granted a limited, non-transferable, non-exclusive license to use the Software Application for a single user and for the uses relating to that purpose (e.g. testing, staging and production environments). Customer may not offer the System for resale without expressed permission from Mainio Tech Oy.

2. Augmenting Code.

Customer may modify, supplement, adapt, translate or create derivative works based upon the System. The copyright to modifications belongs to Customer but the copyright to the combined work belongs together to Mainio Tech Oy and Customer. Thus Customer has to have a written permission from Mainio Tech Oy to offer the modified codebase to any third party. 

3. Ownership.

The System is licensed, not sold.  Customer acknowledges that the System (including any changes Customer may request or suggest) is the property of Mainio Tech Oy or its licensors. Title to the System and all related intellectual property thus remain with Mainio Tech Oy and in case of 3rd party modules, with right holders in question, as will all other rights not explicitly granted to Customer in this Agreement.

4. Trademarks.

This License does not grant permission to use the trade names, trademarks, service marks, or product names of Mainio Tech Oy, except as required for reasonable and customary use in describing the origin of the Work.

5. Disclaimer of Warranty.

Unless required by applicable law or agreed to in writing, Mainio Tech Oy provides the Work on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE.  Customer is solely responsible for determining the appropriateness of using or redistributing the Work and assume any risks associated with Customer’s exercise of permissions under this License.

6. Limitation of Liability.

In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall any Mainio Tech Oy be liable for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or out of the use or inability to use the Work (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses).

7. Forum Selection and Choice of Law.

This Agreement shall be construed and interpreted in accordance with the laws of Finland, excluding its rules for choice of law.

Any disputes relating to or arising in connection with this Agreement shall be finally settled in arbitration. The one (1) arbitrator is to be appointed by the Arbitration Committee of the Central Chamber of Commerce of Finland and the rules of the said Committee are to be followed in the arbitration. The award shall be final and binding and enforceable in any court of competent jurisdiction.

The arbitration shall be held in Helsinki, Finland, in English language.

The parties undertake and agree that all arbitral proceedings conducted with reference to this Article shall be kept strictly confidential and all information disclosed in the course of such arbitral proceeding shall be used solely for the purpose of those proceedings.

Notwithstanding the foregoing, nothing in this Agreement shall be deemed to limit the Mainio Tech Oy's rights to seek interim injunctive relief or to enforce an arbitration award in any court of law.

8. Termination

If Customer institutes patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the System itself (excluding combinations of the Program with other software or hardware) infringes such Customer's patent(s), then such Customer's rights granted under this agreement shall terminate as of the date such litigation is filed.

All Customer's rights under this Agreement shall terminate if it fails to comply with any of the material terms or conditions of this Agreement and does not cure such failure in a reasonable period of time after becoming aware of such noncompliance. If all  Customer's rights under this Agreement terminate, Customer agrees to cease use the System as soon as reasonably practicable.

9. Miscellaneous.

  • Entire Agreement. This document constitutes the entire Agreement between the parties and supersedes all prior or contemporaneous negotiations and agreements, whether written or oral. No modification or amendment to this Agreement, nor any waiver of any rights, will be effective unless assented to in writing by both parties, and the waiver of any breach or default will not constitute a waiver of any other right or any other breach or default. This Agreement may be amended only by a writing signed by both parties.
  • Assignment. Customer may not assign any portion of this Agreement except with the prior written consent of Mainio Tech Oy, and any attempt to assign (by operation of law or otherwise) this Agreement or any part thereof without consent shall be null and void. However, Mainio Tech Oy shall not unreasonably withhold its consent to an assignment.
  • Performance. A party is not liable under this Agreement for non-performance, if the non-performance is caused by events or conditions beyond that party's control, and provided the party makes reasonable efforts to perform under the circumstances. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay. This provision does not relieve Customer of its obligation to make any payments then owing.
  • Severability. If any provision of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions shall not be affected.
  • Survival. Provisions of this Agreement relating to warranties, intellectual property rights, limitation and exclusion of liability, indemnification, and payment obligations will survive the termination or expiration of this Agreement.