General Terms and Conditions

These General Terms and Conditions ("General Terms" or "Agreement") govern the access to and use of the AI-powered sales co-worker platform (the "Solution") 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"). These General Terms apply where they have been attached or referred to in Optivian's offer or order confirmation or accepted electronically, and together with the offer, order and order confirmation form the Agreement between the Parties.

1. Definitions

The following definitions shall apply to these General Terms and Conditions:

"Admin Information" means the information that Customer provides to Optivian for the purpose of creating or administering the Customer Account and/or permitting Customer's access to the Solution, which may include (for example) contact e-mail addresses.

"Affiliate" of a Party means an entity (a) which is directly or indirectly controlling such Party; (b) which is under the same direct or indirect ownership or control as such Party; or (c) which is directly or indirectly owned or controlled by such Party. For these purposes, an entity shall be treated as being controlled by another if that other entity has fifty (50%) percent or more of votes in such entity, is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

"Customer Account" means an information system access account set up by Optivian for Customer and for named individuals representing Customer as a means to manage Customer's access to and use of the Solution.

"Customer Data" means all data and information that the Customer submits, uploads or makes available to the Solution, including but not limited to CRM data, emails, meeting recordings, and other sales-related content.

"Customer's User(s)" means Customer's employees, subcontractors and their employees, as applicable, authorized by Customer to access and use the Solution in accordance with this Agreement.

"Intellectual Property Rights" means copyrights, rights to trademarks, and service marks, patent rights, trade secret rights, and all other intellectual property rights worldwide arising under laws of any jurisdiction, as may exist now and/or come into existence later, and all renewals and extensions thereof.

"Order Confirmation" means the Order Confirmation signed by the Parties in which the Solution and other specific terms are described.

"Solution Description" means the documentation provided by Optivian separately to the Customer in which the Solution has been described and specified.

"Solution" means Optivian's AI-powered sales co-worker platform delivered as a software-as-a-service (SaaS) solution, and specified in the applicable Solution Description and other available documentation that may be made available by Optivian.

2. Solution

2.1 Applicability. These General Terms and Conditions ("General Terms") shall govern the provision of the access to and use of the Solution as defined above. These General Terms will apply to orders where they have been attached or referred to in Optivian's offer or order confirmation or accepted electronically and will together with the possible offer, order and order confirmation form the agreement between the parties (hereinafter the "Agreement").

2.2 Right to Access Solution. Subject to Customer's compliance with this Agreement including payment of all applicable fees, Optivian grants to the Customer a non-exclusive, revocable, non-transferrable, and non-assignable limited right to access and use the applicable Solution during the Term of the Agreement.

2.3 Customer Account and Login Credentials. Access to the Solution is provided through a Customer Account that Optivian establishes for the Customer. In order to establish a Customer Account, the Customer shall provide Optivian with Admin Information. The Customer shall be responsible for all activities that occur under the Customer Account, regardless of whether the activities are authorized by the Customer or undertaken by the Customer, Customer's Users or a third party. The Customer shall ensure at all times the accuracy, currency, and security of the registration information related to the Customer Account.

2.4 Availability of Solution and Service Levels. Optivian shall use commercially reasonable efforts to make the Solution available in accordance with current industry standards. The Solution is designed to be available 24/7, but Optivian does not warrant uninterrupted or error-free availability.

2.5 Scheduled Maintenance. Optivian may perform scheduled maintenance of the infrastructure and software used to provide the Solution, during which the Customer may experience some disruption to the Solution. Whenever reasonably practicable, Optivian will provide the Customer with an advance notice of such maintenance. The Customer acknowledges that occasionally Optivian may need to perform emergency maintenance without providing the Customer with an advance notice, during which Optivian may temporarily suspend Customer's access to, and use of, the Solution.

2.6 Third-Party Dependencies. The Solution relies on third-party CRM platforms (Salesforce, HubSpot) and optionally on Slack, Microsoft Teams, and Google Workspace. The Parties acknowledge and agree that Optivian is not responsible for the availability or performance of any third-party services.

3. Customer Data and Output

3.1 The Customer shall at all times be the sole controller and be responsible for all Customer Data and for ensuring that the Customer and Optivian shall have the necessary rights and consents to use the Customer Data in accordance with the terms of this Agreement. The Customer retains all ownership and Intellectual Property Rights in and to the Customer Data.

3.2 Optivian is not the publisher of and does not claim ownership of, endorse, or control any of the Customer Data. Optivian shall maintain industry standard security controls for ensuring that the Customer Data is stored and processed in accordance with industry practices.

3.3 The Customer hereby grants to Optivian a non-exclusive, worldwide, royalty-free, and fully paid-up license to use, copy, reproduce, and modify (in whole and/or in part) Customer Data to the extent necessary for performing Optivian's obligations under this Agreement in making available and improving the Solution. The Customer acknowledges and agrees that Optivian may use and disclose any Customer Data that Optivian holds if necessary for Optivian to comply with a legally binding order, subpoena or similar request of a court of governmental or regulatory body.

3.4 Output. The outputs of the Solution that are generated by artificial intelligence and are based on Customer Data, including but not limited to collateral, strategies, health scores, and coaching content ("Output") should be reviewed by the Customer's personnel before use. Optivian does not warrant the accuracy, completeness, or suitability of the Output. As between Optivian and the Customer, to the extent permitted under applicable laws, the Customer owns the Output.

3.5 The Parties acknowledge and agree that notwithstanding anything to the contrary in these General Terms and/or elsewhere in the Agreement, Optivian may render Customer Data and Output down to a general level aggregated data or convert Customer Data and Output into statistics in a manner that makes it impossible to convert the data back into identifiable form and individuals can no longer be identified from the data ("Anonymized Data"). Optivian may use without restrictions such Anonymized Data and any information, statistics, and metrics regarding usage, operation, support and maintenance of the Solution: (i) operating, analyzing, maintaining and improving the Solution and its performance; (ii) developing new products, services, and features; (iii) conducting research; and (iv) creating and distributing reports and materials on an aggregated and anonymous basis regarding service usage and trends.

4. Fees, Invoicing and Payment Terms

4.1 Fees. The fees for the access and use of the Solution are specified in the Agreement ("Fees").

4.2 Invoices. Optivian is entitled to invoice the Fees from the Customer annually in advance, unless otherwise specified in the Agreement. Each invoice will refer to the respective Solution and the Fees payable and will also show the total amount due, including applicable taxes and other costs and charges that are Customer's responsibility.

4.3 Taxes. All Fees are quoted by Optivian exclusive of any applicable taxes including value added tax. Such taxes are to be invoiced in addition to the Fees, if applicable.

4.4 Payment. The Customer shall make payments to Optivian's bank account specified in the invoice in accordance with the payment terms set out herein or elsewhere in the Agreement. Unless otherwise agreed in the Agreement, the Customer shall pay all undisputed amounts on invoices in full for receipt by Optivian within thirty (30) days from the invoice date.

4.5 Interest. Interest will accrue on any past due amount (not subject to a Dispute Notice) at the lesser of (a) 1.0% per month compounded (being 12% per annum, actual rate) or (b) the maximum rate permitted by applicable law.

4.6 Automatic Annual Adjustment. Upon each automatic renewal of the Term, the Fees shall increase by five percent (5%) compared to the Fees that were applicable before such renewal.

4.7 Other Price Adjustments. Optivian may adjust the Fees beyond the automatic annual adjustment described in Section 4.6 above at the time of the renewal of the Term. Optivian will notify the Customer of any such adjustment no later than three (3) months prior to the renewal date.

5. Responsibilities

5.1 Customer shall be responsible for complying with the following general obligations. Additional obligations may be contained in the Agreement. Failure to comply with any of these obligations shall affect the availability and/or pricing of the Solution.

5.2 The Customer shall:

1. maintain valid CRM credentials and an active CRM connection as required for the Solution to function;
2. provide accurate company profile information (company offering, case studies, and sales rules) and keep it up to date;
3. ensure that all Customer's Users are authorised and comply with this Agreement;
4. review all AI-generated outputs before use in customer-facing or external contexts. Optivian does not warrant the accuracy or completeness of AI-generated content;
5. comply with all applicable laws and regulations in connection with its use of the Solution;
6. not use the Solution in any way that is unlawful, harmful, or violates the rights of third parties;
7. not attempt to reverse engineer, decompile, or disassemble the Solution;
8. not copy, sublicense, rent, lease, or redistribute access to the Solution.

5.3 The Customer shall have the necessary rights and consents to provide Optivian with the Customer Data and to use it for the purpose of this Agreement.

5.4 Customer shall ensure that anyone accessing and using the Solution on Customer's behalf does not use any element of the Solution:

1. in a way prohibited by law, regulation, governmental order, or decree;
2. to violate the rights of third parties;
3. to try to gain unauthorized access to or disrupt any service, device, data, account, or network related to the Solution;
4. in a way that could harm the Solution or impair anyone else's use of it;
5. to reverse engineer, decompile, disassemble, or work around technical limitations in the Solution; or
6. to obtain unauthorized access to, or interfere by any means with, any user, system, network, service, or account, including evasion of filters or breach of the security or integrity of any network or system.

5.5 In no event may Customer copy, export, re-export, sublicense, rent, lease or use the Solution or any Confidential Information of Optivian in any manner inconsistent with or not expressly permitted under this Agreement.

5.6 Customer must have a right to (i) provide Optivian with the Customer Data and (ii) use the Customer Data for the purpose of the Agreement. Customer shall comply with all applicable laws and regulations in connection with its activities under this Agreement.

5.7 Any breach of this Section 5 entitles Optivian to take any actions in its sole discretion and with immediate effect to remedy the consequences of such breach, including, but not limited to:

1. suspending or terminating Customer Account and/or access to the Solution;
2. bringing legal proceedings against Customer for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
3. commencing legal action against Customer to prevent further breach; and/or
4. making disclosure of such information to law enforcement authorities as Optivian reasonably feels is necessary or appropriate.

6. Intellectual Property Rights

6.1 The Solution, Documentation, equipment, tools, software and any other information in any form made available to Customer under the Agreement remain the property of Optivian or, if applicable, the property of its third-party licensors.

6.2 Any copyright and trademark notices included in or marked on the software and/or Documentation must not be altered or removed by Customer.

6.3 No rights or licenses to intellectual property rights of Optivian are granted by Optivian under the Agreement, by implication, estoppel or otherwise.

6.4 Feedback. By submitting information to Optivian related to the Solution, including but not limited to information on bug fixes or error corrections, new features, or other improvement, changes, or modifications ("Feedback"), Customer acknowledges and agrees that it is not obligated to give such information and does so voluntarily, that Optivian is not under any obligation of confidentiality with respect to the Feedback, and that Optivian is free to use Feedback without restriction.

7. Confidentiality

7.1 Any information received by any mean and in whatever form by a Party ("Receiving Party") from the other Party ("Disclosing Party") under or in connection with the Agreement, including without limitation any technical or commercial information, documents, drawings, specifications, manuals, data, documentation, software, processes, know-how and other unpublished information ("Confidential Information") shall be treated as confidential by the Receiving Party. The Receiving Party shall treat and protect such Confidential Information with the same degree of care (but no less than a reasonable degree of care) as it would use for its own Confidential Information.

7.2 The Receiving Party shall not disclose to third parties (except to its Affiliates and subcontractors on a need-to-know basis) nor use for any purpose other than for the proper fulfilment of the purpose of the Agreement any Confidential Information without the prior written permission of the Disclosing Party.

7.3 The above confidentiality obligations shall not apply to any Confidential Information which was in the possession of the Receiving Party prior to disclosure and not subject to any obligation of confidentiality hereunder; or was in the public domain at the time of disclosure or later became part of the public domain without breach of the confidentiality obligations contained herein; or was disclosed by a third party without breach of any obligation of confidentiality owed to the Disclosing Party; or was independently developed by personnel of the Receiving Party having no access to the Confidential Information. Receiving Party shall limit access to Confidential Information to those of its personnel, Affiliates and/or subcontractors for which such access is reasonably necessary for the proper performance under the Agreement and shall be responsible for the acts and omissions of its employees, Affiliates and subcontractors.

7.4 The above confidentiality obligations shall survive the expiration or termination of the Agreement for any reason whatsoever for a period of five (5) years.

8. Warranties

The provisions specified in this Agreement state the entire responsibility of Optivian and its Affiliates in relation to the operation and availability of the Solution. These warranties are expressly in lieu of all other conditions and warranties, express, implied, or statutory, including without limitation any implied warranties of merchantability, fitness for a particular purpose, or non-infringement and all other obligations of Optivian and its Affiliates, each of which are hereby disclaimed, with respect to any defect or deficiency applicable to or resulting directly or indirectly from, the provision of Solution, whether in contract, tort or otherwise.

9. Limitation of Liability

9.1 Limitation of Liability. Subject to the provisions of this Section 9 either Party's entire, aggregate liability under this Agreement is limited to the amount of Fees paid or payable by the Customer for the access and use of the Solution during the twelve (12) months immediately preceding the event giving rise to the claim.

9.2 Exclusion. Under no circumstances is either Party liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, loss of production or data, interruption of operations, or lost revenue or profits, even if such damages were foreseeable. Notwithstanding anything to the contrary in the Agreement, the Parties acknowledge and agree that Optivian does not have any liability for (i) Customer's use of the Solution and/or any actions taken and/or business or other decisions made by the Customer based on the use of the Solution and/or Output; and/or (ii) Customer Data and/or Output and the Customer acknowledges and agrees that the quality and accuracy of the Solution and Output is dependent on the quality and accuracy of the Customer Data.

9.3 Notice. Neither Party is liable for claims for which the other Party provides written notice of the claim more than one (1) year after the first event giving rise to such claim is or should reasonably have been discovered by such Party.

9.4 Application. The foregoing limitations and exclusions apply (i) to the benefit of a Party and its Affiliates, and their respective officers, directors, licensors, subcontractors, and representatives, and (ii) regardless of the form of action, whether based in contract, statute, tort (including negligence), or otherwise.

9.5 The foregoing limitations and exclusions do not apply in the event of intentional misconduct, gross negligence, breach of confidentiality, breach of Intellectual Property Rights and/or to the extent that liability cannot be limited or excluded according to applicable law.

10. Indemnity

10.1 Subject to provisions of the Section 9 above, Optivian will indemnify, defend, and hold harmless the Customer from and against any finally awarded damages arising directly out of third-party claims alleging that the Solution as provided by Optivian (excluding Customer Data, Output and any parts of the Solution that are provided by third parties) infringes such third party's copyrights, trademarks or trade secrets, provided that: (a) the Customer promptly notifies Optivian in writing of the claim; (b) Optivian has sole control of the defence; and (c) the Customer provides reasonable cooperation at its own expense. Optivian's obligations under this Section do not extend to claims arising from: (i) Customer's use of the Solution that is not strictly in compliance with the terms of this Agreement and the Solution Description; (ii) use of the Solution in combination with materials not provided by Optivian; (iii) Customer Data, Output and/or and any parts of the Solution that are provided by third parties; and/or (iv) modifications not made by Optivian.

10.2 If the Solution is found or is believed by Optivian to infringe any Intellectual Property Rights, Optivian may, at its option: (a) obtain the right for the Customer to continue using the Solution; (b) provide a non-infringing replacement; (c) modify the Solution; or (d) terminate the Agreement for the affected part of the Solution with a pro-rata refund of the applicable Fees.

10.3 The Customer will indemnify, defend and hold harmless Optivian from and against any finally awarded damages arising directly out of third-party claims arising from or relating to: (i) Customer's failure to comply with the terms of this Agreement and/or the Solution Description; (ii) Customer Data and/or Output; and (iii) any dispute between Customer and third party arising from or relating to Customer's or its users' use of the Solution, Customer Data and/or Output.

11. Force Majeure

Neither Party shall be liable to the other for any delay or non-performance caused by any event of Force Majeure. "Force Majeure" event means any event which is beyond a Party's reasonable control, including but not limited to, governmental decision or inaction, war (including acts of terrorism and warlike acts), accident, transport damage, export restrictions, cessation or suspension or severe restrictions on national or international transport, personal security concerns, explosion, civil or military uprising, sabotage, fire, flood, droughts, monsoon, exceptional weather conditions, natural calamities, epidemics, quarantine restrictions, disturbance in supplies from normally reliable sources (including, but not limited to components material, electricity, water, fuel and the like), strike, labor dispute and lockout. Each Party shall promptly inform in writing the other Party of any event of Force Majeure, its expected duration and cessation, respectively. If the delay resulting from Force Majeure exceeds three (3) months, either Party may cancel the unperformed part of the Agreement. Payment shall remain due for the performed part, and the Parties shall promptly settle their accounts accordingly.

12. Data Protection

12.1 Each Party will comply with applicable laws and regulations governing the protection of personal data in relation to their respective activities under this Agreement. If Optivian acts as a data processor on behalf of the Customer, the terms of the Data Processing Agreement available at optivian.ai/dpa ("DPA") shall apply to such processing of personal data and such DPA is incorporated herein by reference.

13. Term and Termination

13.1 Term. This Agreement shall commence on the effective date specified in the applicable Order Confirmation and shall remain in effect for the initial term specified therein (the "Initial Term"). Unless otherwise stated in the Order Confirmation, the Agreement shall automatically renew for successive renewal terms of equal duration (each a "Renewal Term"). The Initial Term together with any Renewal Terms are collectively referred to as the "Term." These General Terms shall remain in effect for the entire Term of the Agreement.

13.2 Suspension. Optivian may suspend or limit Customer's access to and use of the Solution, in whole or in part, immediately (i) if Optivian reasonably determines that the use of the Solution poses a security risk to Customer, Optivian or a third party, or subjects Optivian or a third party to liability, (ii) if Customer materially breaches this Agreement, or (iii) upon the occurrence of other circumstances that give Optivian the right to immediate suspend or limit Customer's access to and/or use of the Solution under this Agreement. Suspensions or limitations may be made in addition to other rights available to Optivian under this Agreement and will not relieve Customer of its obligation to pay the applicable Fees and will be lifted when the reason for such suspension or limitation no longer exists.

13.3 Termination. Either Party may terminate this Agreement for convenience by giving written notice at least three (3) months prior to the end of the Term. The Customer is not entitled to any refund of prepaid Fees upon termination for convenience. If Optivian terminates the Agreement for convenience, Optivian will refund a pro-rata portion of prepaid Fees for the remaining period of the Term. Either Party may terminate the Agreement with immediate effect if the other Party's material breach of this Agreement remains uncured for a period of thirty (30) days from receipt of a written notice specifying the breach. Optivian may immediately terminate this Agreement upon written notice to the Customer in the event of: (i) Customer's unauthorized installation, access or use of the Solution, (ii) Customer's filing for bankruptcy or having bankruptcy proceedings filed against it, (iii) Customer becoming controlled by, in control of, or under common control with, any competitor of Optivian, (iv) Customer ceasing to do business, or (v) request of government authorities or in order to comply with applicable law.

13.4 Effect of Expiration or Termination. Upon the expiry of the Term or termination of the Agreement, Customer's rights to access or use the Solution will automatically terminate. Customer will immediately cease accessing or using the Solution, remove and destroy all software, Documentation and other Optivian Confidential Information in its possession or control, and certify such removal and destruction to Optivian. Optivian will remove the Customer Data within sixty (60) days after expiry of termination of this Agreement, unless otherwise stated in this Agreement. Notwithstanding the foregoing, Optivian shall have a right to continue using the Anonymized Data as specified in Section 3.5.

13.5 As soon as reasonably practicable upon expiry of the Term or termination of the Agreement and subject to the terms of this Agreement, Optivian shall remove all Customer Data provided by the Customer from the Solution. Notwithstanding anything to the contrary, Sections 3 (Customer Data), 4 (Fees, Invoicing and Payment Terms), 6 (Intellectual Property Rights), 7 (Confidentiality), 8 (Warranties), 9 (Limitation of Liability), 13.4 (Effect of Expiration or Termination), 14 (Governing Law, Dispute Resolution), and any Section which by its terms or nature should survive termination or expiration of this Agreement shall survive.

14. Governing Law, Dispute Resolution

This Agreement shall be construed and governed by the substantive laws of Finland without giving effect to the conflict of law provisions. Any dispute, controversy or claim arising out of or relating to this Agreement, 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 Finnish or English. The provisions of this Section 14 shall not prevent either Party from seeking immediate injunctive relief in any court of competent jurisdiction.

15. Miscellaneous

15.1 Export Control. Each Party shall fully comply with all relevant export laws and regulations related to its activities under the Agreement.

15.2 Assignment and Subcontracting. Neither Party may assign this Agreement without the other Party's prior written consent. Notwithstanding the foregoing, Optivian may, without the Customer's prior consent, assign this Agreement in whole or in part to: (a) any Affiliate of Optivian; or (b) any acquirer of all or substantially all of Optivian's business, assets, or equity, whether by merger, acquisition, reorganisation, or sale. The Customer may terminate this Agreement with immediate effect if such assignment is to a direct competitor of the Customer.

15.3 No Waiver. Each Party acknowledges and agrees that no failure or delay by the other Party in exercising or enforcing any right, power or privilege hereunder operates as a waiver thereof, nor does any single or partial exercise thereof exclude any other or further exercise of such right, power or privilege.

15.4 Entire Agreement; Amendments. The Agreement including its Exhibits constitute the entire agreement between the Parties regarding the subject matter herein. These provisions supersede all prior oral and written communications, agreements and understandings of the Parties in respect of the subject matter. No amendment or addition to the Agreement is valid unless it is in writing and signed by both Parties.

15.5 Order of Precedence. In the event of inconsistencies between these General Terms and the terms of the Order Confirmation, the terms of the Order Confirmation will prevail. In the event of any conflict between the DPA and the rest of the Agreement with respect to the processing of Controller Personal Data (as defined in the DPA), the DPA will prevail.