Terms of Use 

Customer Agreement

This Agreement contains the terms and conditions that govern the access and use of the products and services ("WhereOS") and marketplace ("WhereOS Store") for applications, data, driver, services or APIs ("Content") offered by Gaptime Century Oy for any individual, company or other entity ("Customer"). Customer enters into this Agreement by accepting the terms and conditions on WhereOS.com website or otherwise by clicking "I Accept" button or check box presented with these terms or, if earlier, when Customer uses WhereOS.

Customer represents that it is lawfully able to enter into contracts. A person is acting on behalf of the Customer, i.e. clicks "I Accept" button or checkbox or uses WhereOS or WhereOS Store, represents to Gaptime Century Oy that he/she has legal authority to bind that entity.

Gaptime Century Oy grants Customer a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to access and use WhereOS and WhereOS Store in accordance with this Agreement.

Customer's responsibilities

Customer is responsible for all activities that occur under the account, regardless of whether the activities are undertaken by Customer, Customer's employees or a third party.

Customer is solely responsible for the development, content, operation, maintenance, and use of any Content and/or published to WhereOS Store by Customer. For example, Customer is solely responsible for:
(i) the technical operation of Customer's Content, including the Content Customer has published to WhereOS Store
(ii) compliance of Customer's Content and the Content Customer has published to WhereOS Store with (a) import and export control laws and regulations, (b) data protection laws and regulations, (c) laws and regulations concerning intellectual property rights and (d) any other applicable law or regulation.  
(iii) any claims relating to Customer's Content or Content Customer has published to WhereOS Store, and
(iv) properly handling and processing notices sent to Customer (or any of Customer's affiliates) by any person claiming that Customer's Content or Content Customer has published to WhereOS Store violates such person's rights.

Customer is solely responsible for implementing measures, such as data protection, encryption and backups, to protect Customer's Content against accidental or unlawful loss, access or disclosure. For the avoidance of doubt, Gaptime Century Oy is not in any case responsible for any breach of security or data loss.

Customer may not sell, transfer or sublicense the WhereOS customer account to any other entity or person, except to persons or entities performing work on behalf of the Customer (such as subcontractors) without a written permission from Gaptime Century Oy.

WhereOS Store

Third party Content may be made available to Customer by other companies or individuals under separate terms and conditions, including separate fees and charges, through a WhereOS Store or otherwise. Customer may also make available its own Content to WhereOS Store to be used by other customers of Gaptime Century Oy.

Support and Development of WhereOS

Gaptime Century Oy may offer general support free of charge. Gaptime Century Oy may offer paid support Services, and in such case Customer may enroll for support services.

Gaptime Century Oy may change, discontinue, or deprecate any part of the WhereOS - including the WhereOS or WhereOS Store as a whole - or change or remove features or functionality from time to time.

Fees, Payment and Taxes

Gaptime Century Oy calculates and bills fees and charges monthly. Gaptime Century Oy may also invoice Customer for accrued fees more frequently at its sole discretion. Customer will pay Gaptime Century Oy the applicable fees and charges for use of WhereOS, 3rd party content purchased from WhereOS Store or paid support services.

All fees and charges payable by Customer are exclusive of applicable taxes and duties, including VAT and applicable sales tax. Customer will provide any information (e.g. VAT identification number) to Gaptime Century Oy requests to determine whether Gaptime Century Oy is obligated for example to collect VAT from Customer. 

End Users

Customer will be deemed to have taken any action that he/she permits, assists or facilitates any person or entity to take related to this Agreement, Customer Content or use of the WhereOS. Customer is responsible for end users' use of Customer Content and the WhereOS. 

Customer will ensure that all end users comply with Customer's obligations under this Agreement and that the terms of Customer's agreement with each end users are consistent with this Agreement.

Suspension, Revocation & Termination 

Customer may terminate this agreement for any reason by discontinuing the use of WhereOS or WhereOS Store and closing the Customer account.

Gaptime Century Oy may suspend or revoke Customer or any end user's right to access or use any portion or all of the WhereOS or WhereOS Store immediately upon notice to Customer if Gaptime Century Oy determines the Customer's or it's end users use of WhereOS or WhereOS Store may adversely impact the WhereOS or WhereOS Store or the systems or Content of any other Customer of WhereOS or WhereOS Store or the business of Gaptime Century Oy or if Customer is delinquent on Customer's payment obligations.

Gaptime Century Oy may terminate this Agreement for any reason by providing Customer 30 days advance notice. Gaptime Century Oy may also terminate this Agreement immediately upon notice to Customer:

(i) if any act or omission by Customer or any End User results in a suspension or revocation

(ii) if Gaptime Century Oy's relationship with a third party partner who provides software or other technology Gaptime Century Oy uses to provide the WhereOS expires, terminates or requires Gaptime Century Oy to change the way it provides the software or other technology as part of WhereOS or WhereOS Store,

(iii) if Gaptime Century Oy believes providing the WhereOS or WhereOS Store could create an economic or technical burden or security risk for Gaptime Century Oy, 

(iv) in order to comply with the law or requests of governmental entities, or 

(v) if Gaptime Century Oy determines that use of the WhereOS or WhereOS Store by Customer or any end users has become impractical or unfeasible for any legal, regulatory, technical or other reason.	

Upon any termination of this Agreement, all Customer's rights under this Agreement immediately terminate. Customer will remain responsible for all fees and charges Customer has incurred through the date of suspension, revocation or termination.

Properietary Rights 

As between Customer and Gaptime Century Oy, Customer or Customer's licensors own all right, title, and interest in and to Customer's Content. Except as provided in this section, Gaptime Century Oy obtains no rights under this Agreement from Customer or Customer's licensors to Customer's Content, including any related intellectual property rights. 
Customer consents to Gaptime Century Oy's use of Customer's Content a) to provide the WhereOS to Customer and any End Users and b) to operate WhereOS Store and offer the Content Customer has published in WhereOS Store to other 3rd parties.

Customer represents and warrants to Gaptime Century Oy us that Customer or Customer's licensors own all right, title, and interest in and to Customer's Content and Customer has all rights to Customer's Content necessary to grant the rights contemplated by this Agreement.

License Restrictions

Neither Customer nor any end user may use WhereOS or WhereOS Store in any manner or for any purpose other than as expressly permitted by this Agreement. Neither Customer nor any end user may, or may attempt to:
(i) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the WhereOS or WhereOS Store, 
(ii) reverse engineer, disassemble, or decompile the WhereOS or WhereOS Store or apply any other process or procedure to derive the source code of any software included in WhereOS or WhereOS Store, 
(iii) access or use the WhereOS or WhereOS Store in a way intended to avoid incurring fees or exceeding usage limits or quotas, or 
(iv) resell or sublicense the WhereOS or WhereOS Store. 

All licenses granted to Customer in this Agreement are conditional on Customer's continued compliance this Agreement, and will immediately and automatically terminate if Customer does not comply with any term or condition of this Agreement.   

During and after the Term, Customer will not assert, nor will Customer authorize, assist, or encourage any third party to assert, against Gaptime Century or any of its affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding WhereOS or any Content from WhereOS Store. 

Disclaimer

WHEREOS AND WHEREOS STORE ARE PROVIDED "AS IS".

GAPTIME CENTURY OY AND IT'S AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING WHEREOS, WHEREOS STORE OR ANY THIRD PARTY CONTENT.

THIS INCLUDES ANY WARRANTY THAT WHEREOS, WHEREOS STORE OR ANY THIRD PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING CUSTOMER CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. 

EXCEPT TO THE EXTENT PROHIBITED BY LAW, GAPTIME CENTURY OY AND ITS AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. 

Indemnification

Customer will defend, indemnify, and hold harmless Gaptime Century Oy, its affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any third party claim concerning: 

(i) Customer or any end users' use of WhereOS or WhereOS Store,
(ii) breach of this Agreement 
(iii) violation of applicable law by Customer or any end user;
(iv) Customer's Content or the combination of Customer's Content with other Content, including any claim involving alleged infringement or misappropriation of third-party rights by Customer's Content or by the use, development, design, production, advertising or marketing of Customer's Content; or 
(v) a dispute between Customer and any end user. 

If Gaptime Century Oy or its affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process described above, Customer will also reimburse Gaptime Century Oy for reasonable attorneys' fees, as well as Gaptime Century Oy's employees' and contractors' time and materials spent responding to the third party subpoena or other compulsory legal order or process at Gaptime Century Oy then current hourly rates.

Gaptime Century Oy will promptly notify Customer of any claim subject this section, but Gaptime Century Oy's failure to promptly notify Customer will only affect Customer's obligations to the extent that Gaptime Century Oy's failure prejudices Customer's ability to defend the claim. Subject to prior written content from Gaptime Century Oy, Customer may use counsel of own choosing to defend against any claim and settle the claim as Customer deem appropriate. Gaptime Century Oy may also assume control of the defense and settlement of the claim at any time. 

Limitations of Liability

GAPTIME CENTURY OY AND ITS' AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO CUSTOMER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

GAPTIME CENTURY OY OR ANY OF ITS AFFILIATES OR LICENSORS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: 

(A) CUSTOMER'S INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY

(I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER'S USE OF OR ACCESS TO WHEREOS OR WHEREOS STORE, 

(II) DISCONTINUATION OF ANY OR ALL OF WHEREOS OR WHEREOS STORE, OR, 

(III) ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON

(B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; 

(C) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER'S USE OF OR ACCESS TO WHEREOS OR WHEREOS STORE; 

(D) CUSTOMER'S USE OF ANY CONTENT FROM WHEREOS STORE

(D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF CUSTOMER'S CONTENT OR OTHER DATA.

IN ANY CASE, GAPTIME CENTURY OY AND ITS AFFILIATES' AND LICENSORS' AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT CUSTOMER HAS ACTUALLY PAID US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 6 MONTHS PRECEDING THE CLAIM.

Modifications to the Agreement

Gaptime Century Oy may modify this Agreement and other Agreement Documents at any time by notifying the Customer in writing by posting a revised version of Agreement on Gaptime Century Oy's website. By continuing use the WhereOS or WhereOS Store after the effective day of any modifications to this Agreement, Customer agrees to be bound by the modified terms. Customer's responsibility is to check Gaptime Century Oy's website regularly for modifications to this Agreement.
	 
Confidentiality and Publicity

If made available to Customer, Customer may use Gaptime Century Oy's confidential information only in connection with WhereOS or WhereOS Store as permitted under this Agreement. Customer will not disclose Gaptime Century Oy's confidential information during the term of this agreement or at any time during the 5 year period following the end of the term.

Customer will not misrepresent or embellish the relationship between Gaptime Century Oy and Customer (including by expressing or implying that Gaptime Century Oy supports, sponsors, endorses, or contributes to Customer or Customer's business endeavors), or express or imply any relationship or affiliation between Gaptime Century Oy and Customer or any other person or entity except as expressly permitted by this Agreement unless Customer has acquired a written permission from Gaptime Century Oy.

Non-Exclusive Rights

Both parties reserve the right to 
(i) develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party and 
(ii) to assist third party developers or systems integrators who may offer products or services which compete with the other party's products or services.

Improvement Ideas 

If Customer provides any improvement ideas to Gaptime Century Oy or its' affiliates, Gaptime Century Oy will own all right, title, and interest in and to the improvement ideas, even if Customer has designated the improvement ideas as confidential. Gaptime Century Oy will be entitled to use the improvement ideas without restriction.

No Third Party Beneficiaries

This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement. 

Privacy

Gaptime Century Oy collects personal data for customer service and customer relationship management (e.g invoicing). In order to contact Customer if needed, Gaptime Century Oy collects following personal data: name, contact details, phone number of Customer, Customer business information, and tasks related to managing and analysing the customer relationship and behaviour. Gaptime Century Oy collects personal data directly from the Customer. The right to process the personal data is based on this agreement.
Gaptime Century Oy uses a 3rd party to facilitate payments process credit card information. Gaptime Century Oy processes payment information in accordance with the applicable laws and the conditions set and monitored by payment institutions. Data can be transferred, within the scope of applicable legislation, outside the EU or EEA. Personal data will be processed throughout the contractual relationship. Once the contractual relationship is over, the data will be deleted
 
Notice

Gaptime Century Oy may provide any notice to Customer under this agreement by posting a notice on the WhereOS or WhereOS Store website or sending a message to the email address then associated with Customer account. 

Notices Gaptime Century Oy provides by posting on the WhereOS will be effective upon posting. Notices Gaptime Century Oy provides by email will be effective when Gaptime Century Oy sends the email. Customer is responsible to keep his email address current. Customer will be deemed to have received any email sent to the email address then associated with Customer's account when Gaptime Century Oy has sent the email, whether or not Customer actually received the email.

To give a notice to Gaptime Century Oy, Customer must contact Gaptime Century Oy by email at notices@whereos.com

All communications and notices to be made or given pursuant to this Agreement must be in the English language.

Assignment

Customer will not assign this Agreement, or delegate or sublicense any of Customer's rights under this Agreement, without Gaptime Century Oy's prior written consent. Any assignment or transfer in violation of this section will be void. This Agreement will be binding upon, and inure  to the benefit of the parties and their respective successors and assigns.

Severability and Waiver

Should any provision of this Agreement be held invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect to the fullest extent permitted by law. Any invalid or unenforceable provisions will be interpreted to effect and intent of the original provision. If such construction is not possible, the invalid or unenforceable provision will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.

Customer and Gaptime Century Oy shall attempt through negotiation in good faith to replace the unenforceable provision with such provisions that correspond as closely as possible to the original intention of the parties. 

The failure by Gaptime Century Oy to enforce any provision of this Agreement will not be deemed to constitute a present or future waiver of such provision nor limit Gaptime Century Oy's right to enforce such provision at a later time. All waivers by us must be in writing. 

Entire Agreement

This Agreement constitutes the entire agreement between Gaptime Century Oy and Customer regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between Gaptime Century Oy and Customer, regarding the subject matter of this Agreement. Gaptime Century Oy is not bound by any term, condition or other provision submitted by Customer which is different from or in addition to the provisions of this Agreement.

Governing Law and and Settlement of Disputes 

Agreement will be governed by the substantive laws of Finland, without reference to conflict of law rules. Any dispute, controversy or claim arising out of the agreement shall be resolved in the district court.