Lumene Material Bank Agreement
1. PARTIES TO THE AGREEMENT
This agreement governs the contractual relationship between Lumene Corporation and the Client regarding Client's right to use Lumene Material Bank service.
Lumene Material Bank service ("the Service") means the network service(s) provided by LUMENE, which can be used (accessed, viewed and browsed) based on this agreement. The client ("Client") means a legal person/entity entitled by this agreement to use the Service. "LUMENE" means LUMENE Corporation. "The Content" means all materials made available in the Service in any form, such as articles, announcements, images, advertisements, instructions, guides, sales literature, drawings, sound, etc. The Content may originate from LUMENE or third parties. "The System" means equipment, servers and software used by LUMENE and its suppliers and subcontractors to maintain the Service.
3. VALIDITY OF AGREEMENT
This agreement becomes effective for the Client when the Client has accepted the terms and conditions of this agreement, signed and sent the required registration form correctly completed to LUMENE either by telefax on +358-204-877 308 or by ordinary mail to the address Lumene Corporation, P.O. Box 27, FIN-02781 Espoo, Finland. The registration becomes effective when LUMENE supplies a username and password to the Client. The agreement becomes effective for LUMENE when LUMENE accepts the Client's registration to the Service.
4. RIGHTS, RESPONSIBILITIES AND OBLIGATIONS OF PARTIES
4.1 The Client's rights, responsibilities and obligations
In addition to other rights, responsibilities and obligations arising from this agreement, the Client has the following rights, responsibilities and obligations:
4.1.1 The Client's right to use the Service
The Client has the right to use the Service for legal and conventional purposes according to the terms and conditions of this agreement.
4.1.2 The Client's username and password
The Client is given a Client specific and personalized username and personalized password for the Service. The Client company and the Client's representative who has signed the registration form personally are responsible for all use of the Service with the personalized username and personalized password. The Client agrees to maintain the confidentiality of the username and password. The disclosure of the username and password to others than the specific user employee of the Client is expressly forbidden. The Client is responsible for making any employees with access to the username and password aware of the stipulations of this agreement and ensuring their compliance with the agreement. If the Client or the Client’s user employee ceases to use the Service, the Client shall immediately inform Lumene and under no circumstances shall the username and the password be disclosed to another employee or a third party. The Client is fully responsible for all activities that occur under the Client's username and password.
4.1.3 The Client's registration right
Only existing legal persons have the right to register as a Client.
4.1.4 The Client's responsibility for equipment and use
The Client provides all equipment, connections and software necessary for Client’s use of the Service, and is responsible for their operating condition. Additionally, the Client will ensure that such equipment, connections and software do not cause disturbances, interruptions or damage to LUMENE or other users of the Internet. The Client is also responsible for using the Service in a way that does not cause disturbance to other users of the Service and does not violate the rights of other users, LUMENE or third parties.
4.1.5 The Client's responsibility for intellectual property rights
The Client agrees not to save, distribute, send, forward or use any Content protected by copyright, trademark or other intellectual property rights in a way that violates this agreement or any special conditions regarding the Content that are electronically transmitted on the Service. It is the Client's sole responsibility to ensure the rights of use and/or limitations to use any images and other audio-visual material electronically transmitted on the Service before using such Content. The Client is liable for all damages incurred by LUMENE and/or the owners of the intellectual property rights to the Content due to Client’s use of the Content against the terms and conditions of this agreement or law, for all work incurred by settling the matter as well as any costs and damages incurred by such activities.
4.1.6 Other terms concerning the Client's responsibilities and obligations
The Service contains Content protected by copyright, trademark and other rights that may only be used in accordance with the terms and conditions of this agreement and any rights of use electronically transmitted on the Service. The Service as such is protected by copyright in accordance with Finnish copyright laws. The Client is held liable to LUMENE and/or any party whose rights the Client has violated for any misconduct and activities that are against the law and/or the terms and conditions of this agreement. The Client may not sell, trade or otherwise transfer the Service or any part thereof. The Client may not include the Service or part thereof in the Client's own web site or provide links to the Service. Notwithstanding to aforesaid, the Service itself may include a functionality to provide links for a limited and prior by LUMENE accepted use and user(s).
4.1.7 Data security
The Client acknowledges that the Internet as an operating environment may cause malfunction or disturbance in the operation of the Service and the System and that data security is a risk in existing information systems. The Client has the sole responsibility for appropriate protection of Client's own computers, information systems and other related information technology.
4.2 LUMENE´S rights, responsibilities and obligations
In addition to other rights, responsibilities and obligations arising from this agreement, LUMENE has the following rights, responsibilities and obligations:
4.2.1 LUMENE´S right to change the Client's user identification
LUMENE has the right to change the Client's username, password and other information required by or in connected with the Service, if these cause technical or identification problems in LUMENE´S information systems.
4.2.2 LUMENE´S right to modify the Service
LUMENE has the right to provide the Service in any way it deems best and to modify the Service as necessary.
4.2.3 LUMENE´S right to suspend or terminate the Service
LUMENE has the right to suspend or terminate the Service at any time and for any reason.
4.2.4 LUMENE´S responsibility for the Content
LUMENE is responsible for the conformity to law of the material LUMENE provides for the Service, as well as the conformity to law of any Content available on the Service. LUMENE does not assume responsibility for any information provided on the Service being up to date, error-free or complete, or any information on the Service being presentable or usable as such. Information presented on the Service does not constitute an offer, assurance, warranty or promise about LUMENE´S products or services. LUMENE is not responsible for the conformity of the Content or any other information available on the Service to any law other than the Finnish laws.
4.2.5 LUMENE´S responsibility for the operability of the System
LUMENE shall use its best efforts to keep the System continuously operable, but does not assume responsibility for the operability of the System or interruptions or data transfer disturbances caused by technical problems, service or installation work. Neither is LUMENE responsible for any change or loss of data thereby incurred. LUMENE makes its best effort not to cause any disturbance to the Internet. LUMENE attempts to repair any faults and disturbances in the Service during normal business hours as soon as a notification of any such fault or disturbance has been received.
4.2.6 Data security
LUMENE makes its best effort to ensure that the Service meets reasonable data security requirements, but does not assume responsibility for any damage to the Client caused by faults or risks in data security such as computer viruses.
LUMENE cannot be held responsible for any damage to the Client through the change or loss of data in a public data network or a data network owned, held or used under contract by the Client. LUMENE is not responsible for any damage, loss or inconvenience directly or indirectly caused by equipment failure, connection failure or resultant change or loss of data, or that the Service might not be usable in whole or in part. LUMENE has the right to modify, complete or remove properties and software in the Service without prior consultation. LUMENE is not responsible for any damage or costs thereby incurred to the Client. LUMENE does not assume responsibility for any indirect or consequential damages possibly incurred by the Client in relation to the Service.
LUMENE will file the information given by the Client at the time of registration in its customer database. The use of the Service will generate additional information on the Client in the profile register and registers pertaining to individual parts of the Service. Such information will be used and handled only for purposes related to the Service and its management. LUMENE does not disclose any information for direct mail purposes. Client data will be kept at least for the duration of the client relationship and for a maximum of three years after the termination of the relationship. The data is kept protected in a way that allows their use only for specifically defined purposes.
6. RIGHTS TO CONTENT
6.1 Content provided by LUMENE and other Content to which LUMENE has any rights. All proprietary and other rights to any Content in the Service (including, but not limited to copyright and other intellectual property rights) belong to LUMENE or LUMENE´S suppliers and subcontractors. When using the Service and thereafter the Customer and its user employees grant LUMENE without any compensation thereto an unlimited, royalty free and irrevocable right to use, develop, distribute and modify any and all suggested translations, slogans or wordings.
6.2 Use of the Content
The Client has the right to use the Content as instructed or otherwise approved by LUMENE for purposes of promoting and advertising LUMENE and its products, as well as for editorial communications regarding LUMENE and its products published in the interest of LUMENE. Any use of the Content for other purposes without a prior written consent of LUMENE is expressly forbidden. In addition, the use of pictures and images and other audio-visual material included in the Content for communication purposes is subject to special conditions electronically transmitted with the Content in question. The right of use may be limited for time, for geographical area or in some other way. The Client is responsible for ensuring that any Content acquired through the Service by the Client is not used or published in violation of the terms and/or limitations of use for the Content.
7. DENIAL OF USER RIGHTS
LUMENE has the right to revoke Client's right to use the Service at any time and for any reason.
8. TRANSFER OF AGREEMENT
LUMENE has the right to transfer this agreement and any rights and obligations arising from the agreement to another company belonging to same group of companies with LUMENE. The Client may not transfer this agreement to a third party.
9. AMENDMENTS TO THE AGREEMENT
Any amendments to this agreement must be agreed on in writing. LUMENE has the sole right to amend the terms and conditions of the agreement. Such amendments become effective when LUMENE posts the information on the Service and the amended terms and conditions have been available on the Service for one week. If the Client does not accept the amendment, the Client must inform LUMENE of non-acceptance within a week of the amendment becoming effective. After the period of notice, the Client's right to use the Service will expire and the Client's username will be cancelled. Use of the Service by the Client after having been informed of the amendments will be regarded as acceptance of the amendments.
10. VALIDITY PERIOD
This agreement is valid until further notice. It can be terminated by giving 7 days notice, unless otherwise agreed. Notice must be given by e-mail or in another written form. LUMENE may also give notice of termination by posting the notice on the Service. When the agreement is terminated, the rights to use the Service and any Content related to it according to this agreement will expire. The terms and conditions concerning the responsibilities of the parties to the agreement will remain effective even after termination.
11. DISPUTES AND APPLICABLE LAW
The laws of Finland govern this agreement. Any disputes arising out of the agreement will be solved primarily through negotiation. If the dispute cannot be resolved through negotiations, the dispute will be submitted to the district court of Espoo Finland.
12. LANGUAGE OF THE AGREEMENT
This Agreement has been written in Finnish and in English languages. In case of any inconsistency between the English-language and the Finnish-language agreements, the Finnish-language version will prevail.