Terms of Service

These Terms of Service ("Terms" or "Agreement") govern the access to and use of the sales recommendation software platform and related services (collectively, the "Service") provided by Optivian Solutions Oy, a Finnish limited liability company with Business ID 3477742-4, located at c/o Optivian Solutions Oy Itämerenkatu 3a, 00180 Helsinki, Finland ("Optivian," "we," "us," or "our"), by the company or entity agreeing to these Terms ("Customer," "you," or "your").

By accepting these Terms, either by clicking a box indicating your acceptance, executing an order form or other document that references these Terms, or by using the Service, you agree to be bound by these Terms. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept this Agreement and may not use the Service.

This Agreement includes and incorporates by reference:

• Any Order Form(s) executed by Customer and Optivian.
• Optivian's Privacy Policy, available at optivian.ai/privacy
• Optivian's Data Processing Agreement ("DPA"), available at optivian.ai/dpa, which will apply when Optivian processes Personal Data on behalf of Customer.

1. Definitions

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.

"Authorized User" or "User" means an individual employee, contractor, or agent of Customer who is authorized by Customer to use the Service under Customer's account.

"Customer Data" means all electronic data or information submitted by or for Customer to the Service, or collected and processed by or for Customer using the Service, including but not limited to data from Customer's CRM systems, email communications, notes, and any Personal Data contained therein.

"Documentation" means Optivian's user guides, documentation, and help files made available by Optivian to Customer regarding the Service.

"Intellectual Property Rights" means patents, rights to inventions, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

"Order Form" means an ordering document or online order specifying the Service to be provided hereunder that is entered into between Customer and Optivian, including any addenda and supplements thereto.

"Personal Data" has the meaning given to it in the General Data Protection Regulation (EU) 2016/679 ("GDPR").

"Service" means the software-as-a-service platform provided by Optivian, including its AI-powered sales recommendation features, and any related support services or Documentation.

"Subscription Term" means the period during which Customer has agreed to subscribe to the Service, as specified in an Order Form.

2. The Service

2.1. Provision of Service.

Optivian will make the Service available to Customer and its Authorized Users pursuant to this Agreement and the applicable Order Form(s) during the Subscription Term.

2.2. Access.

Customer is responsible for its Authorized Users' compliance with this Agreement and for all activities that occur under Customer's account.

2.3. Modifications.

Optivian may update or modify the Service from time to time, including by adding or deleting features and functions, in an effort to improve the experience. Optivian will not make changes that materially decrease the overall functionality of the Service provided to Customer during the Subscription Term without reasonable notice.

2.4. Third-Party AI Models.

The Service utilizes third-party artificial intelligence models (e.g., from Google Vertex AI, and potentially other LLM providers) to analyze Customer Data and generate recommendations. Optivian's commitment regarding the use of Customer Data by these models is outlined in our Privacy Policy and DPA. Customer acknowledges that the availability and performance of certain AI-driven features may be dependent on these third-party providers.

3. Customer Obligations and Responsibilities

3.1. Customer Data.

1. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data.
2. Customer represents and warrants that it has obtained all necessary rights, consents, and permissions to submit Customer Data to the Service and for Optivian to process such Customer Data as contemplated by this Agreement, the Privacy Policy, and the DPA, including any Personal Data contained therein.
3. Customer will not submit to the Service any Customer Data that infringes the Intellectual Property Rights or privacy rights of any third party, or is unlawful, defamatory, or obscene.

3.2. Acceptable Use.

Customer will not, and will not permit its Authorized Users or any third party to:

1. license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than Authorized Users in furtherance of its internal business purposes as expressly permitted by this Agreement;
2. use the Service to process data on behalf of any third party other than Customer or its Affiliates;
3. modify, adapt, or hack the Service or otherwise attempt to gain unauthorized access to the Service or related systems or networks;
4. reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Service, except as permitted by law;
5. use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components;
6. attempt to probe, scan, or test the vulnerability of the Service or any Optivian system or network or breach any security or authentication measures;
7. use the Service to send unsolicited or unauthorized junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages;
8. use the Service to store or transmit any virus, worm, time bomb, Trojan horse or other harmful or malicious code, files, scripts, agents or programs; or
9. use the Service in violation of applicable laws or regulations.

3.3. Account Security.

Customer is responsible for maintaining the confidentiality of its login credentials for the Service and for all activities that occur under its account. Customer agrees to notify Optivian immediately of any unauthorized use of its account or any other breach of security.

3.4. Compliance with Laws.

Customer will comply with all applicable laws and regulations in connection with its use of the Service, including but not limited to data privacy laws.

4. Fees and Payment

4.1. Fees.

During the Private Alpha phase, the product is free of charge.

5. Intellectual Property Rights

5.1. Optivian IP.

Optivian and its licensors own all right, title, and interest, including all related Intellectual Property Rights, in and to the Service, the Documentation, Optivian's underlying software, algorithms, AI model orchestration methodologies, user interface designs, and any aggregated and/or anonymized data derived from the use of the Service (provided such data does not identify Customer or any individual). This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Service or Intellectual Property Rights owned by Optivian. The Optivian name, logo, and the product names associated with the Service are trademarks of Optivian or third parties, and no right or license is granted to use them. Optivian reserves all rights not expressly granted herein.

5.2. Customer Data IP.

As between Optivian and Customer, Customer exclusively owns all rights, title and interest in and to all Customer Data. Customer grants Optivian and its authorized third-party sub-processors a worldwide, non-exclusive, royalty-free, limited-term license to host, copy, transmit, display, and use Customer Data as reasonably necessary for Optivian to provide, maintain and improve the Service in accordance with this Agreement and the DPA. This license includes the right to use Customer Data to train and improve AI models used in the Service, provided that such use complies with the terms of the DPA and Privacy Policy.

6. Confidentiality

Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party).

Proprietary Information of Optivian includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to Optivian to enable the provision of the Service ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Service or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

7. Warranties

7.1. Mutual Warranties.

Each party represents and warrants that it has the legal power to enter into this Agreement.

7.2. Service Warranty.

Optivian warrants that the Service will perform substantially in accordance with the applicable Documentation under normal use and circumstances.

7.3. Disclaimer.

Except as expressly set forth in this section 7, the service is provided "as is" and Optivian disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement.

8. Term and Termination

8.1. Term.

This Agreement commences on the date when Customer accepts these Terms and will remain in effect until terminated in accordance with this Agreement.

8.2. Termination for Convenience.

Either party may terminate this Agreement for any reason by providing thirty (30) days' prior written notice to the other party.

8.3. Termination for Cause.

A party may terminate this Agreement for cause: (i) upon thirty (30) days' written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

8.4. Effect of Termination.

Upon termination of this Agreement, Customer's right to use the Service will cease immediately. Customer may request access to Customer Data for a period of thirty (30) days after termination, after which Optivian may delete Customer Data in accordance with its Privacy Policy and DPA.

9. Data Protection

The parties acknowledge that Customer Data may include Personal Data. The processing of Personal Data by Optivian on behalf of Customer is governed by Optivian's Data Processing Agreement, which is incorporated herein by reference and available at optivian.ai/dpa.

10. Limitation of Liability

10.1. Exclusion of Consequential Damages.

In no event will either party be liable for any indirect, punitive, incidental, special, or consequential damages arising from or related to this agreement or the service, including but not limited to loss of revenue, loss of profits, loss of business or anticipated savings, loss of use, loss of goodwill, loss of data, whether caused by tort (including negligence), breach of contract or otherwise, regardless of whether such party has been warned of the possibility of such damages.

10.2. Cap on Liability.

Except as set forth in section 10.3, in no event will either party's total aggregate liability arising from or related to this agreement or the service will not exceed the greater of:

1. The total amount of fees paid or payable by customer to optivian hereunder in the twelve (12) months preceding the event giving rise to the liability; or
2. Ten thousand euros (€10,000).

10.3. Super Cap for Specific Obligations.

Notwithstanding section 10.2, each party's total aggregate liability arising from or related to the obligations listed below shall not exceed two hundred fifty thousand euros (€250,000):

1. A party's breach of its confidentiality obligations under section 6 (confidentiality); and
2. A party's indemnification obligations under section 11 (indemnification).

10.4. Excluded Claims.

The limitations set forth in sections 10.2 and 10.3 will not apply to:

1. Customer's obligations to pay fees due under this agreement;
2. Liability arising from a party's gross negligence or willful misconduct; or
3. Liability which cannot be limited or excluded by applicable law (e.g., for death or personal injury caused by negligence).

10.5. Basis of Bargain.

The parties acknowledge and agree that the exclusions and limitations of liability set forth in this section 10 are fundamental elements of the basis of the bargain between the parties and that optivian would not be able to provide the service on an economically reasonable basis without such limitations. The parties acknowledge that the fees (or lack thereof during any free period) reflect this allocation of risk.

11. Indemnification

11.1. Indemnification by Optivian.

Optivian will defend Customer against any claim, demand, suit, or proceeding ("Claim") made or brought against Customer by a third party alleging that Customer's use of the Service as permitted hereunder infringes or misappropriates such third party's Intellectual Property Rights, and will indemnify Customer for any damages, attorney fees, and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a court-approved settlement of, such a Claim; provided that Customer

1. promptly gives Optivian written notice of the Claim;
2. gives Optivian sole control of the defense and settlement of the Claim (except that Optivian may not settle any Claim unless it unconditionally releases Customer of all liability); and
3. gives Optivian all reasonable assistance, at Optivian's expense.

If the Service becomes, or in Optivian's opinion is likely to become, the subject of an infringement claim, Optivian may, at its option and expense,

1. procure for Customer the right to continue using the Service;
2. replace or modify the Service so that it becomes non-infringing; or
3. terminate this Agreement upon written notice to Customer and refund any prepaid fees covering the remainder of the term of the terminated subscriptions.

Optivian will have no liability for any infringement claim based on:

1. Customer Data;
2. use of the Service in combination with any other product, service, or data not provided by Optivian; or
3. any modification of the Service by anyone other than Optivian.

11.2. Indemnification by Customer.

Customer will defend Optivian against any Claim made or brought against Optivian by a third party arising from or relating to

1. Customer Data (including, without limitation, any Claim alleging that Customer Data infringes or misappropriates such third party's rights or violates any law);
2. Customer's or its Authorized Users' breach of Section 3 (Customer Obligations and Responsibilities); or
3. Customer's use of the Service in violation of this Agreement or applicable law;

and will indemnify Optivian for any damages, attorney fees, and costs finally awarded against Optivian as a result of, or for any amounts paid by Optivian under a court-approved settlement of, such a Claim; provided that Optivian

1. promptly gives Customer written notice of the Claim;
2. gives Customer sole control of the defense and settlement of the Claim (except that Customer may not settle any Claim unless it unconditionally releases Optivian of all liability); and
3. gives Customer all reasonable assistance, at Customer's expense.

12. Modifications to Terms

Optivian may modify these Terms from time to time. If Optivian makes material changes to these Terms, Optivian will provide Customer with notice of such changes, such as by sending an email, posting a notice on the Service, or updating the "Last Updated" date at the beginning of these Terms. Unless Optivian states otherwise in its notice, the modified Terms will become effective upon posting or the date indicated in the notice. Customer's continued use of the Service after any such modification constitutes Customer's acceptance of the modified Terms. If Customer does not agree to the modified Terms, Customer's sole remedy is to terminate its use of the Service.

13. Governing Law and Dispute Resolution

13.1. Governing Law.

This Agreement and any disputes arising out of or related hereto will be governed by and construed in accordance with the laws of Finland, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

13.2. Dispute Resolution.

Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Helsinki, Finland. The language of the arbitration shall be English.

14. General Provisions

14.1. Entire Agreement.

This Agreement, including all Order Forms, the Privacy Policy, and the DPA, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be:

1. the applicable Order Form,
2. this Agreement,
3. the DPA, and
4. the Privacy Policy.

14.2. Assignment.

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party.

14.3. Relationship of the Parties.

The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

14.4. Third-Party Beneficiaries.

There are no third-party beneficiaries under this Agreement.

14.5. Severability.

If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

14.6. Waiver.

No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

14.7. Notices.

All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Notices to Optivian shall be addressed to the contact information in Section 15. Notices to Customer shall be addressed to the Customer's account administrator.

14.8. Force Majeure.

Neither party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that party's reasonable control and not caused by that party's fault, or negligence, including, but not limited to, "acts of God," acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving an Dependant Party's employees), or Internet service provider failures or delays.

15. Contact Information

If you have any questions about these Terms, please contact Optivian Solutions Oy at: