Terms of Service for Varjo Base Pro License

Any software included in the Service is licensed by us or by the relevant licensor/owner subject to the Varjo End-User License Agreement or any other license terms included or provided with the software (“License Terms”).

You represent and warrant that you contract with us under these Terms exclusively in the course of a business and not as a consumer. You further represent and warrant that any information provided by you is current and accurate. You must agree to these Terms on behalf of your employer or other legal entity (“Customer”). You represent and warrant that you have the authority to bind the Customer to these Terms. If you do not have the requisite authority, you may not accept the Terms or use the Service. The terms “you” and “Customer” are hereinafter used interchangeably in these Terms. You and the employer or legal entity are also collectively referred as “you”, “your”, or “Customer”.

Registration

Use of the Service requires Varjo Account registration unless you have an existing Varjo Account. When you register, you will create a user account with a username and a password, which shall meet any requirements set forth by Varjo during the account creation process, including strength of the password. You must provide us with correct information as required during the registration process and keep the information up to date. You must protect your username and password against misuse and keep them personal. You must promptly notify us about any unauthorized use. You agree that you are personally responsible for the security and integrity of your password, any use of or access to your user account, and for all communication and activity in connection with the Service.

Use of the Service

You and Customer shall not sell, rent or give away your right to use the Service, or create a user account (i) by using a false identity or false information, (ii) on behalf of someone other than yourself or the entity you represent or (iii) that is not authorized by the entity you represent.

You and Customer may not use any technological or other means (such as bugs or glitches in the Service, or third-party tools or software) to use the Service in a way that interferes with or disrupts the Service. You and Customer may not use the Service for fraudulent or abusive purposes or attempt to decompile, reverse engineer, disassemble, modify or hack any part of the Service or its application programming interfaces, or to defeat or overcome any of the encryption technologies or security measures or data transmitted, processed or stored by the Service or circumvent technological measures designed to control access to, or elements of, the Service. You and Customer may not attempt to work around any technical limitations in the Service or attempt to hack the license system, including trying to get use of parts of the Service without paying the Subscription Fee.

Subscription

Payment

Unless otherwise agreed, we or our resellers (as applicable) will automatically charge you the then-current rate for your Service, plus applicable taxes (such as VAT or GST if the rate does not include it), upon renewal until you cancel. Varjo reserves the right to modify, terminate or otherwise amend the Service plans and prices at any time and will communicate any price changes to you in advance and, if applicable, the means how to accept those changes. Price changes will take effect at the start of the next Subscription Period following the date of the price change. To the extent permitted by applicable law, you accept the new price by continuing to use the Service after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by cancelling the Service prior to the price change coming into effect.

You authorize us to store your payment method(s) and to automatically charge your payment method(s) every renewal date until you cancel. If your primary payment method fails, you authorize us to charge any other payment method in your account. If you have not provided us a backup payment method(s) and you fail to provide payment, or if all payment methods in your account fail, we may suspend your access to the Service. You can edit your payment information anytime in your account page.

For European Economic Area customers, your bank may require you to authenticate your initial purchase using a password, a one-time code sent to your mobile number, biometric recognition or other authorized means. When you authenticate, you also authorize us to charge your payment method for your additional purchases without providing us further payment information or other instructions (i.e., we will initiate future payments independently). Such additional purchases may occur when we automatically charge your payment method in connection with a recurring Subscription Period or when you add or change services within the Service.

Varjo does not provide refunds or credits for any partial Subscription Period(s).

Varjo retains the right to appoint payment service providers to receive payment of fees on behalf of us.

Termination

Varjo may terminate or suspend access to the Service immediately, without prior notice or liability, if you breach these Terms or fail to make any payments hereunder. In case of termination, you must immediately delete, destroy, or return at your own cost, all backup copies, and all related material. In case of termination or suspension of Service, Varjo will not refund any amounts that you have already paid.

Any provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, intellectual property rights provisions, warranty disclaimers, indemnity, confidentiality, limitations of liability, and governing law and dispute resolution.

Intellectual Property Rights

All rights, title and interest in and to the Service, and the trademarks, service marks and logos contained therein are owned by or licensed to Varjo. The structure, organization, and code of the Service are valuable trade secrets and confidential information of Varjo and/or its licensors. The software provided as part of the Service is further protected by copyright laws and international copyright and other intellectual property treaties. Varjo continues to own the copy of the software and any other copy that you are authorized to make pursuant to these Terms. Varjo and its licensors reserve any and all rights not expressly granted to you.

Updates and Operation of the Service

Varjo may, at our discretion, provide updates, upgrades, bug fixes, modifications, enhancements and new releases and versions to the Service (“Updates”) but we have no obligation to do so, unless separately agreed in writing between you and us. If we make an Update available, these Terms will govern the Updates, unless the Update is accompanied by a separate license in which case the terms of such license will govern.

Varjo reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Service, with advance notice where possible, all without liability to you, except where prohibited by law. Varjo may also create new operating guidelines, limitations or terms applicable to the Service at any time.

Varjo will make reasonable efforts to keep the Service operational. However, certain technical difficulties, maintenance or testing, or updates required to reflect changes in relevant laws and regulatory requirements, may, from time to time, result in temporary interruptions. You understand, agree, and accept that Varjo will make reasonable efforts, although it has no obligation to maintain, support, upgrade, or update the Service. This section will be enforced to the extent permissible by applicable law.

Disclaimers and No Warranties

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAWS, VARJO AND ITS LICENSORS DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING (WITHOUT LIMITATION) ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. VARJO AND ITS LICENSORS MAKE NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) YOUR USE OF THE SERVICE WILL BE TIMELY, UNINTERRUPTED, SECURE OR ERROR-FREE; OR (III) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF THE SERVICE WILL BE ACCURATE OR RELIABLE. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE SELECTION OF THE SERVICE TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM IT.

Varjo has used commercially reasonable efforts to check for the most commonly known viruses prior to providing the Service to you. Notwithstanding anything to the contrary, Varjo does not warrant that the Service is free from viruses or other third-party malware and you are solely responsible for scanning the Service for such elements.

Limitation of Liability

YOU AGREE THAT YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DEFECTS OR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VARJO OR ITS LICENSORS BE LIABLE FOR ANY LOST PROFITS, REVENUE, SALES, DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGE, HOWEVER CAUSED ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF VARJO OR ITS LICENSORS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VARJO’S LIABILITY IS LIMITED TO THE AMOUNTS WHICH YOU PAID TO VARJO FOR THE SERVICE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO A CLAIM.

Nothing contained in these Terms limits Varjo’s liability to you in the event of death or personal injury resulting from Varjo’s negligence.

U.S. Government End Users

If you are acquiring the Content on behalf of any unit or agency of the United States Government (“U.S. Government End Users”), the following applies: The Content, including any updates and upgrades, are “Commercial Items” as that term is defined at 48 C.F.R. § 2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202, as applicable. Consistent with 48 C.F.R. § 12.212 or 48 C.F.R. § 227.7202-1 through 227.7202-4, as applicable, the Content and related documentation are being licensed to the U.S. Government for use by its employee U.S. Government End Users only as commercial items and with only those rights that are granted to all other end users pursuant to these Terms, except the following provisions of these Terms may be deemed inapplicable, in whole or in part, as inconsistent with Federal procurement law:

• License Term. The entire “Termination” provision of these Terms is deleted and replaced with the following: “Termination by a U.S. Government End User shall be governed by the applicable termination clause contained in the applicable government contract. If Varjo believes that a U.S. Government End User is in breach of the Agreement, Varjo may pursue its rights under the Contracts Disputes Act or other applicable Federal statute while continuing performance.”
• Changes to these Terms. The entire “Changes to these Terms” provision of these Terms is deleted and replaced with the following: “(A) Varjo may unilaterally revise terms if they are not material. A material change is defined as (1) terms that change the U.S. Government’s rights or obligations; (2) terms that increase U.S. Government prices; (3) terms that decrease overall level of service; or (4) terms that limit any other U.S. Government right addressed elsewhere in these Terms.”
• Miscellaneous: The following sentences are inapplicable: “You may not assign or transfer these Terms or any of your rights and obligations hereunder, without our prior written consent. We may assign or transfer these Terms or any of our rights or obligations hereunder at any time. Any prohibited assignment is void”
• Governing Law and Dispute Resolution. This entire “Governing Law and Dispute Resolution” provision is deleted and replaced with the following: “This Agreement shall be governed by and construed in accordance with applicable U.S. Federal law. Any disputes with the U.S. Government shall be brought in accordance with the Contract Disputes Act or other applicable U.S. Federal statute.

Force Majeure

Varjo shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of Varjo, including without limitation any failure to perform hereunder due to unforeseen circumstances such as war, terrorism, pandemic, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor or materials.

Changes to these Terms

Varjo may revise and/or update these Terms from time to time. Such changes will be effective with or, as applicable, without prior notice to you. The most current version of these Terms is available at https://varjo.com/legal. You are responsible for checking the changes periodically. If you do not accept a change to these Terms, you may terminate the Service by contacting Varjo at support@varjo.com. Your continued use of the Service after a change constitutes your complete and irrevocable acceptance of any and all such changes.

Entire Agreement

Except as explicitly agreed upon in writing between you and Varjo, these Terms and all documents referenced within these Terms constitute the entire agreement between you and Varjo with respect to the subject matter hereof and supersedes all prior negotiations and agreements (written and oral) relating to the covered subject matters.

Please note, however, that certain aspects of your use of the Service may be governed by additional terms, which we will present to you separately for your agreement. To the extent that there is any conflict between any additional terms and these Terms, the additional terms shall prevail.

Miscellaneous

You are responsible for any costs and fees you may incur in using the Service including costs necessary for establishing necessary connections to use the Service.

You may not assign or transfer these Terms or any of your rights or obligations hereunder without our prior written consent. We may assign or transfer these Terms or any of our rights or obligations hereunder at any time. Any prohibited assignment is void.

If any part of these Terms is held unenforceable, the rest remains in full force and effect.

Failure to enforce any provision of these Terms will not constitute a waiver.

You and Varjo remain independent contractors. These Terms do not create an agency, partnership, or joint venture.

Governing Law and Dispute Resolution

These Terms are governed by the laws of Finland, excluding CISG and choice of law provisions.

Any dispute, controversy or claim arising out of or relating to these Terms, or the breach, termination or validity thereof, will be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The arbitral tribunal will consist of one (1) arbitrator. The seat of arbitration is Helsinki, Finland. The language of the proceedings is English.

These Terms do not affect any of your statutory rights that under applicable law cannot be limited or excluded.

Contact Us

If you have any questions about these Terms, please contact us at: support@varjo.com.

Contracting entity:
Varjo Technologies Oy
Vuorikatu 20
00100 Helsinki
Finland