These licensing conditions shall form an essential part of the agreement concluded between the Customer and Nexetic and shall be appended to it.

The purpose of the licensing conditions is to specify the program licensed by Nexetic to the Customer and user rights to associated services.

A Customer using software protected by Nexetic copyright or services provided by Nexetic without signing a separate sale agreement about it shall thereby become bound by these licensing conditions and liable for Charges that are reckoned under the current Nexetic price list at the time of use.

Even if the seller of the program or service is a party other than Nexetic, a licensing agreement shall always arise between the Customer and Nexetic, and the Customer shall be directly liable to Nexetic for use by the said licensing agreement.

1. Definitions

The following terms used in this agreement shall be defined as stipulated below:

The Licensor: NEXETIC, enterprise ID FI21753319, domiciled in Espoo (Finland).

The Customer: a party to the Sale Agreement that confers the user rights referred to in these licensing conditions.

The Sale Agreement: The Customer’s agreement, drawn up with Nexetic or with a Nexetic reseller, concerning the software’s use governed by these licensing conditions. If no sale agreement has been drawn up, then the term The sale Agreement shall, in applicable respects, denote the electronic purchasing form or some other document that gives rise to contractual ties.

Instructions for Use: the instructions for using the program in its current form. The Instructions for Use will be available on the Nexetic website.

Bug: any deviation from the documented features of the program that substantially restricts its use.

Inoperability: the cessation of operation of some service, either in whole or part, and a Bug in some service function.

2. Scope of user rights

The Licensor grants the Customer the user rights specified in clause 2. These user rights shall not be exclusive, and the Licensor shall reserve and retain all intellectual property rights to the licensed products and services. The Customer shall only enjoy the user rights to the licensed programs and services specified in the Sale Agreements that are expressly granted in these licensing conditions.

The items sold in the Sale Agreement shall be licenses and services only. Under no circumstances shall Nexetic assign software to a user, but only a limited right to use the software.

The Customer shall enjoy temporary user rights to the programs itemized in the Sale Agreement and any enhancements released while the said user rights continue. The Customer may use the software only as indicated in the Instructions for Use. The Sale Agreement shall specify how many copies of the program the Customer can use. User rights shall not be transferable.

The Customer shall enjoy temporary access rights to the services associated with the programs. These access rights to services shall be tied to the hardware in which the program specified in the Sale Agreement has been installed and shall be valid only to the extent indicated in the Instructions for Use.

The Customer shall have no right to copy, decompile, modify, lease, assign, or sell the software’s content or attempt to reverse engineer or disassemble the software. The Customer may not give the software source code or any part thereof for use by a third party.

The user rights shall continue for the duration of the Sale Agreement, provided that the Customer pays the charges under the said Agreement and complies with these licensing conditions. Should the Customer fail to pay the agreed charges or infringe the licensing conditions, then the Licensor may unilaterally terminate the User’s rights immediately and with no obligation to refund any charges or any liability to compensate for damage.

On termination of user rights, the user shall delete from its systems all materials subject to the intellectual property rights of Nexetic, including all software and associated Instructions for Use.

3. License and service restrictions

The function and use of the software and services are described in the Instructions for Use. The user shall observe the program functionality restrictions specified in the Instructions for Use-

The Licensor and any reseller shall not be liable for deficiencies in the service that fall short of a Bug.

Suppose a Customer is offered the opportunity to use a service free of charge for some trial period. In that case, the sole purpose of such an offer shall be to enable the user to examine the operation and appearance of the service and not to give the user any guarantee of the functionality of the software and services. Neither the Licensor nor any reseller shall be liable for any damage sustained by the Customer while using a service free of charge for a trial period. Any instance in which the user has received the software or service without consideration shall always constitute a trial period free of charge.

4. Unlawful use and export restrictions

The Customer may not use the service or the software to record or distribute unlawful content, infringe intellectual property rights, or contravene statutes governing international trade.

Neither the Licensor nor any reseller shall be liable under any circumstances for unlawful exports and use by the Customer. The Customer shall be responsible for all damage caused to the Licensor due to illegal use, infringement of intellectual property rights, and exporting contravening of export control provisions.

5. Liability of the Customer

The Customer shall be liable for the fitness of the service for the Customer’s requirements and, at this moment, confirms that the Customer has received from the Licensor or from a reseller all of the instructions and information that are required to realize the rights and duties of the Customer under this agreement.

The Customer shall be liable for charges under the Sale Agreement or, in the absence of such Agreement, for charges for the products and services under the current Nexetic price list when the Customer uses the said products and services.

The Customer shall be liable for ensuring that its hardware and software satisfy the minimum requirements specified in the Instructions for Use.

The Customer keeps the personal password securely and does not disclose it to outsiders except to technical support assistants providing customer service on behalf of the licensor, who may require the password to resolve problems. The user shall be solely liable for the consequences of disclosing the personal password in a manner contrary to this provision. The Licensor may also claim compensation for any damage caused by the misconduct. Registration for the service and invoicing require notification to the Licensor of specific personal details such as a name and e-mail address.

The Customer agrees to provide correct information and update them in case of any changes. The Licensor shall handle these details in accordance with the EU Regulation 2016/679 (General Data Protection Regulation) on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (the “GDPR Regulation”) and/or any applicable national data protection law.

The Customer shall not process or modify its username in any manner that conceals the origin of the content transmitted via the service, nor shall the Customer create any fictitious identity or usurp the identity of a third party.

The Customer agrees to use the service in a normal manner that may be considered reasonable. The Licensor reserves the right to terminate user rights on detecting any mode of service used by the Customer that is unreasonable, contrary to the Instructions for Use. It compromises the ability of a third party to use the service (e.g. if the Customer reserves bandwidth for exclusive use). A reasoned decision of the Licensor to refrain from terminating the access rights of a user who misuses the service shall not be interpreted to mean that the Licensor will similarly waive its rights under this present provision of the agreement in the event of any continuation or repetition of the malpractice.

With Nexetic Backup for Laptop,  the Customer shall not use the service to make backup copies of data that are not primarily stored on a local computer hard disk. The Customer may also make backup copies of data stored on a network disk if the Customer has purchased the additional paid function or Nexetic Backup Server that permits this procedure. The Customer shall not install the Nexetic Backup Laptop license to server operating systems.

The Customer agrees not to block the updates required for operating the service.

Neither the Licensor nor any reseller shall be liable for any service problems arising from a failure to install updates.

6. Liability of the Licensor

The Licensor shall not be liable for any failure in contractual performance due to force majeure or malfunctions in public data communication networks or the effects thereof on the operations of a program or service.

The Licensor has exercised ordinary care in selecting the data security solutions used in the program and service. The Licensor shall nevertheless not be liable for any damage arising from data misuse, notwithstanding the data protection systems. The Customer shall ensure that the data protection systems fit their purpose, particularly concerning sensitive or confidential information.

The Licensor shall not be liable for reasonable interruptions of use. If disruption of use is prolonged for several days, the liability of the Licensor for the said interruptions shall be limited to the computed charge corresponding to the duration of the interruption.

The Licensor shall not be liable for the activities of third parties or for the consequences of any act or default on the part of the Customer.

The Licensor shall not be liable for ensuring that backup copies of the user’s files are retained on the server. It shall be the Customer’s duty to ensure that the required data are backed up, as the selection and monitoring of files for backup copying are under the Customer’s control.

7. Limitations of liability

The liability of the Licensor for damage suffered by the Customer is based on the Sale Agreement, and these licensing conditions shall be limited to the computed use and licensing charges for three months (the three months preceding the delict) under the Sale Agreement. Suppose the damage affects a single installation of the software in one device. In that case, the limitation of liability shall be reckoned based on the computed monthly charges for the said single software installation.

The Parties shall not be liable for indirect damage.

The limitations of liability under clause seven shall not apply to damages arising from infringement or unlawful use of the intellectual property rights vested in the software and services. The limitations of liability shall not apply to damage caused willfully or by gross negligence.

8. Indemnity

The Customer shall be solely liable for the data stored on its servers and for using the service.

The Customer shall indemnify the management, board members, employees, registered members, and other customers of the Licensor and its distributors against liability arising from legal proceedings, costs, demands, claims for damages, and awards of court due to illegalities or breaches of contract committed by the user.

9. Personal data

Any personal data collected by the Licensor for service provision shall be used solely for implementing this agreement. The Licensor shall not surrender personal data provided by the Customer to any third party except subcontractors requiring the said data for maintaining the service and any public authorities that may request the said data. Under the GDPR Regulation, the Customer shall be entitled to inspect all personal data concerning the Customer that the Licensor has recorded and to correct any errors.

The software may keep a metadata log for saved files and other data contained in the user’s system. These data shall be used solely for providing the service, and the Licensor shall neither use the Customer’s data for any other purpose nor disclose the said data to outsiders.

The information in the Licensor’s customer records shall be used for managing customer accounts and marketing as specified in the file description. The description of the file shall be available for viewing online at www.nexetic.com.

The Customer explicitly authorizes the Licensor to use collected non-personal data for creating anonymous statistical analyses concerning the use of the service (e.g., intervals between backups, nature of recorded data, and type of recorded files, such as audio, image, and word processing files). The Customer unreservedly approves the Licensor’s collection and use of data in the manner described in this clause.

10. Updates

The Licensor shall update the software as required. All of the Licensor’s liabilities for the software under this agreement shall concern the latest release of the software, and the Licensor shall not be liable for problems arising in the use of previous versions.

11.Other terms and conditions

The Licensor may use subcontractors to perform the Agreement. The Licensor shall be liable for the activities of its subcontractors in the same way as for its own.

The Licensor may assign this license and Sale Agreement to any party to whom the software’s service provision and intellectual property rights are also given. The Licensor may also provide charges under the Sale Agreement for collection by a third party.

If any term of these licensing conditions or the Sale Agreement is invalid, its validity shall be

deemed to cease without affecting the remaining terms and conditions of this agreement. This agreement has been concluded in Finland. It shall be governed by the legislation of the Republic of Finland, excluding the connecting factor rules of the said legislation. All disputes concerning the agreement shall be submitted to the general courts, with the District Court of Helsinki serving as the judicial venue of the first instance.

The Licensor reserves the right to modify these licensing conditions at any time. In cases of such modification, the licensor shall notify the user of the changes and the new terms and conditions of use by e-mailing the address provided at least 30 days before the modification takes effect. The Customer shall be liable for ensuring that the e-mail address is current and that the Customer receives e-mail messages sent to the said address. The Customer shall be deemed to have approved the new terms and conditions on continuing to use the service after Thirty days have elapsed from the date of notifying the new licensing conditions. A Customer who does not approve the new terms and conditions and fails to reach a negotiated settlement may terminate the Sale Agreement with effect from the time of the modification. Neither party shall be liable for damages arising from such a termination.

The Licensor shall be entitled to inspect the Customer’s credit history and to require the Customer to pay a reasonable advance or lodge a security as the Licensor sees fit.

The Licensor’s resellers shall operate as independent persons in law with no authority to conclude agreements that bind the Licensor. While any such Sale Agreement shall be concluded between the reseller and the Customer, these licensing conditions shall give rise to a licensing agreement between the Licensor and the Customer associated with the said Sale Agreement. The Licensor shall be entitled to decline to enter into a licensing agreement with the Customer or to require the Customer to pay an advance or lodge a security if a reseller has concluded a Sale Agreement.