Effective date: November 01, 2020
Cleverday Oy Business ID (Y-tunnus): 2618131-3 hereinafter (‘Cleverday’) welcomes you (‘User’) to use Cleverday’s online software (‘Software’) described herein in accordance with the terms of this User Agreement.
By clicking the acceptance button or accessing and using any part of the Software described herein, User agrees to and consents to be bound by all of the terms of this Agreement. If a User does not agree to all of the terms of this Agreement, the User may not access or use any part of Software.
‘App’ means proprietary mobile software or any similar software developed and/or owned by Cleverday that is sold, streamed, transmitted, is available for download or otherwise made available to any consumer(s), customer(s), or other user(s) via Appstore(s) with the help of customers’ mobile devices.
‘Service Fee’ means an amount of money paid by User to Cleverday for using Software.
‘Software’ means the Cleverday’s online software tool(s) located at the website https://cleverday.com and Cleverday mobile app(s) that are available in Appstore(s).
‘User’s Account’ means an individual record with its unique ID and password that Cleverday creates for User upon the registration
‘User’s Interface’ means an online point of interaction with Cleverday provided to User through which User may access Software and App(s).
Cleverday grants User a limited, revocable, non-exclusive, worldwide access to its Software during the validity of the Agreement and subject to the specific limitations set forth in the User’s subscription plan, and provides User with User’s Account and User’s Interface so long as User pays Service Fee and uses Software in accordance with the terms and conditions stipulated under this Agreement.
Cleverday grants User through User’s Interface:
- the ability to create, share and manage How-To Instructions
- the ability to collect feedback related to How-To Instructions
- the ability to monitor and report usage of How-To Instructions
- the ability to pay service fee and manage subscription plan
This Agreement does not convey title or ownership of Software from Cleverday to User but instead gives User only the limited rights set forth above. Cleverday reserves all rights not expressly granted by this Agreement. For the avoidance of doubt, no access to, or rights in the source code of the Software are granted hereunder.
User Account and User’s Obligations
The User’s account is personal, and the User undertakes to keep its username and password confidential. Access to the Software and the User’s Account may not be provided to third Parties without the express, prior written consent of Cleverday. The User undertakes to use the Software subject to the terms of this Agreement. Furthermore, the User undertakes to keep its payment details up to date and valid.
The User is solely responsible and liable for its use of the Software. The User shall not use the Software for purposes that are illegal, breach the rights, including personal data or intellectual property rights or business secrets, of third parties, or that is contrary to good business practice or public morality or the terms of the Agreement.
Furthermore, the User shall not scrape or otherwise collect data from or through the Software for profit or otherwise without the express, prior written consent of Cleverday.
Cleverday reserves the right to audit the User’s use of the Software in order to ensure that such use is in accordance with the terms of the Agreement and the User’s specific service plan and pricing model. In such an event, the User agrees to render full co-operation for the execution of such an audit.
Cleverday may grant Users a Free Trial to use some limited features and functionalities of the Software. Free Trial (like Freemium service) is limited to features and functionalities that are mentioned at the Cleverday’s website, unless extended or rejected by Cleverday at its sole discretion.
The User must have a User’s account and agree to the terms of this Agreement before using a Free Trial. For the avoidance of doubt, each User is only entitled to one Free Trial. The creation of multiple accounts in order, e.g., to abuse the Free Trial is expressly prohibited.
The User shall pay Service Fee according to the payment terms selected by a User at https://cleverday.com/pricing. Users shall pay Service Fee monthly/ semi-annually/ annually in advance according to the selected payment plan and using the payment method provided by Cleverday.
The User shall make all payments on or before the due date, which shall fall before the period of use of Software. If User does not make Service Fee payment in full and by the due date, Cleverday may suspend User’s Account and disable User’s Interface or downgrade the User’s account to a Free Trial plan at its sole discretion.
With the sole exception of taxes based on Cleverday’s net income, User shall pay all applicable taxes including any VAT and other sales, use, excise, or other taxes, all transfer charges, commissions, fees, and other expenses associated with payments under this Agreement.
User acknowledges and agrees that Software and its source code form, all enhancements, corrections and modifications to the Software, all copyrights, patents, trade secrets, or trademarks or other intellectual property rights protecting or pertaining to any aspect of Software, are and shall brand associated the sole and exclusive property of Cleverday and, where applicable, Cleverday’s suppliers.
The User may not reverse engineer, decrypt, decompile, disassemble or otherwise translate Software into human readable form or allow anyone else to do so.
Cleverday may use the User and/or the company affiliated with the User or that the User represents as a public reference in marketing and selling its services.
Cleverday gathers and processes personal data within the meaning of the EU General Data Protection Regulation (2016/679) in two different scenarios:
Irrespective of whether this Agreement has been terminated, each of the Parties shall maintain in strict confidence the business secrets, proprietary information, customer information, personal information and any other information of a confidential nature of the other Party coming into its knowledge during the entry into and performance of this Agreement.
A receiving Party may disclose the Confidential Information of the disclosing Party to its relevant employees, agents or its appointed professionals, provided that such receiving Party shall ensure that such persons shall comply with relevant terms and conditions of this Agreement and that it shall assume any liability arising out of any breach by such persons of relevant terms and conditions of this Agreement.
Except where prior written consent has been obtained from the Party disclosing the Confidential Information or where relevant Laws mandate disclosure to a third party, the Party receiving the Confidential Information shall not disclose any Confidential Information to any third party. This confidentiality obligation shall remain in force during the validity of the Agreement and for three years after the ending of the Agreement.
Availability and Support
Cleverday seeks to keep the availability of the Software at a high level and to correct defects and interruptions of service in a timely manner. However, Cleverday does not commit to any specific level of availability or any specific service level or response or defect correction times, and does not undertake any liability or service credits for interruptions in service.
Furthermore, the User accepts that the Software may from time to time require maintenance or correction of defects, which requires the Software to be unavailable for a period of time. Cleverday undertakes, whenever possible, to give advance notice of such periods to the User.
Software is provided «as is», and no implied or express warranties are given, e.g., as to the Software being free from defects, non-infringing or fit for a particular purpose. Software-processed information may contain minor mistakes, which Cleverday promises to correct if possible.
Nevertheless, User understands that Cleverday does its best to collect and process as much data as possible and provide User with Software-processed personalized information and service in convenient form.
User acknowledges and agrees that Cleverday does not act as a professional consultant, adviser, etc., and Software-processed and personalized information provided to the User do not constitute professional advice.
Cleverday does not warrant User the possibility to obtain a financial or other type of outcome, which is the result of use of Software.
Neither Party shall under any circumstances be liable for any indirect or consequential damages of the other Party arising under or in connection with this Agreement. In any event, Cleverday’s overall liability for any damage or loss incurred under this Agreement shall be limited to the amount of the User’s Service Fees paid to Cleverday for the preceding three months. These limitations of liability shall not apply to breaches of confidentiality or intellectual property rights obligations and/or cases of intentional misconduct or gross negligence.
Term & Termination
This Agreement between Cleverday and User shall commence upon acceptance by User of all terms of this Agreement by clicking the acceptance button or accessing and using any part of Software and shall continue until terminated in accordance with the terms of this Agreement. Either party may terminate this Agreement at any time upon thirty (30) days prior written notice; however, in the event the termination is carried out by Cleverday and the special grounds for termination listed below do not apply, the User’s access to the Software shall in any event not cease before the ending of the User’s fully paid-up subscription period.
In addition to the above, Cleverday shall have the right at its sole discretion and without any prior written notice terminate this Agreement if:
- User provided invalid data to complete the registration process or the User’s payment details do not allow the Service Fee to be charged and the error is not corrected within 14 days of receiving a notice to do so from Cleverday; OR
- User breached the User Agreement; OR
- User failed to pay Service Fee in full and on the due date, and has failed to pay the outstanding sum within 14 days after receiving a notice of late payment from Cleverday; OR
- User’s Interface has not been logged into and there have been no Service Fee payment from User for a period of three (3) months.
Upon termination of this Agreement, for whatever reason, all services granted from Cleverday to User under this Agreement, User’s Account, User’s Interface shall immediately terminate without any data restoration. Upon termination of this Agreement, each party will remain liable to the other for any amounts due and owing to the other party as of the date of termination, and such obligation to pay shall survive the termination of this Agreement. In the event of termination or expiry of the Agreement for any reason, no Service Fees paid by User to Cleverday shall be returned.
Amendments: Cleverday can from time to time unilaterally make amendments to the Software for technical or usability reasons. Furthermore, Cleverday can unilaterally make substantial changes to the Software or to the Agreement, including pricing terms, whereupon Cleverday shall give notice of the same to the User, whereupon the User shall have the right to terminate, within 14 days of receiving the notice, the Agreement to end at the ending of the User’s current, paid-up subscription period. In the event the User does not notify Cleverday of its intention to terminate the Agreement within said period, it shall be deemed to have accepted the amendments to the Software and/or User Agreement and the amendments shall enter into force.
Notices: Any notice or other communication under this Agreement shall be in writing and shall be considered given when sent by email.
Competent law and jurisdiction: The law of Finland governs This Agreement and the relationship between the Parties. Any dispute, controversy or claim arising out of or relating to this contract or the breach, termination or validity thereof shall be settled by negotiations between the Parties. If the Parties fail to settle the dispute through negotiations, the dispute shall be finally settled by arbitration by a sole arbitrator in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The place of arbitration shall be Helsinki and the language of arbitration shall be English. However, in the event the User is a private individual rather than a representative of a company, the court of competent jurisdiction shall settle any dispute not resolved through negotiations. In case of claims against Cleverday, the competent court is Helsinki District Court in Finland.
Force majeure: Neither Party shall be liable because of any failure or delay in the performance of its obligations hereunder for any case of «Force Majeure», which is understood as any unpredictable event external to a party and which is beyond its reasonable control.
Severability: If any provision of this Agreement held by any court of competent jurisdiction to be illegal, null or void, all the remaining provisions of this Agreement shall remain in full force and effect.
Transfer/ Assignment: User is not authorized to assign this Agreement (including sending, transmitting ID and password to the third party) without the prior written permission of Cleverday.