The entire Valosan Service Agreement consists of four Annexes:
1. Parties | [Company Ltd. (Business ID)] “Client” | Valosan Auxiliary of San Francisco Oy (2321609-0) “Valosan or Service provider” |
2. Purpose | Valosan provides the Valosan media relationship management application service for the Client for the Contract Term (“Valosan Service”). | |
3. Service content | The Client has selected the [Add package name here] Valosan Service package. The contents and description of the Valosan Services are detailed in Annex 2. | |
4. Contract Term | The term of the contract is [date] – [date]. | |
5. Price | The Service is provided according to the rates detailed in Annex 1. | |
6. Entire Valosan Service Agreement | The entire Valosan Service Agreement consists of the following: | |
| ||
| In case there are contradictions in the terms of the annexes, priority is given to the annex with the smaller number. The parties who have signed this Subscription Agreement confirm that they have received and accepted all of the contracts and their annexes. | ||
7. Warranty | Valosan does not provide a warranty to the Service. The Service is provided as is. | |
8. Validity and termination | The Valosan Service Agreement is renewed automatically at the end of the Contract Term. The duration of the new Contract Term is 12 months. The Client has the right at any time to terminate the Valosan Service Agreement at the end of the currently running Contract Term. The Service provider has the right to invoice the Client for the remainder of the Contract Term. The Service provider reserves the right to terminate the Valosan Service Agreement with a 14-day notice period. | |
9. Signatures | The Parties have agreed that this contract can also be signed electronically. | |
| _______ | [Company Ltd.] | _______ | Valosan | |
The product contains access to the Valosan Service (“Service”). The Service allows the client to build quality relationships with the right media so more impactful stories can be shared with the world. The Service is a media relationship management tool that uses reputable, proven PR processes to connect marketing and communications professionals with journalists.
The Service consists of a) the Valosan App and b) the Valosan GMail Extension.
As agreed by contract. Signup at https://valosan.com/signup to get in touch with us.
The Client agrees to pay Valosan for the use of the Service according to the rates in force from time to time or according to an agreement, at the beginning of each invoicing period.
A starting fee will be charged with the order along with operating costs for a 12 month period. At the beginning of each invoicing period (12 months), the operating costs are charged in their entirety. All prices are subject to an annual increase of 3%.
Valosan reserves the right to alter the costs arising from the use of the Service for an invoicing period, by giving notice of the change in writing not less than three months prior to the new price coming into effect. In case the change in pricing is unfavorable for the Client, the Client can terminate the contract in writing no less than three months prior to the new price coming to effect. In that case, the contract terminates at the same time as the new prices come into effect. In case the Client does not terminate the contract, the new prices will come into effect.
If changes occur in law or regulation, taxes related to the Service, such as the value-added tax, or in other public payments issued by a public authority, Valosan reserves the right to alter their prices to change their rates accordingly.
Additionally, Valosan reserves the right to change prices where changes in law or regulation require a change in prices.
Invoicing will be conducted according to invoicing periods set by Valosan. The payment term is 14 days from the date of the net invoice. Interest on delayed payments is applied according to currently applicable legislation. If there are disputes regarding an invoice’s contents, a notification must be given on the issue, and the undisputed part must be paid on the due date at the latest.
Valosan will send the invoice to the Client’s last known billing address. Interest will not be paid on any possible refundable payment.
Updated October 7, 2021
These terms of service (“Terms of Service”) govern the relationship between you and Valosan, a registered auxiliary of San Francisco Oy (2321609-0), and its affiliates (hereinafter “Valosan” or “Us” or “We”) regarding your use of the Valosan Media Relationship Management service (the “Service”). These Terms and Services are an integral and inseparable part of the Valosan Service Agreement whole consisting of Description of Services and Pricing, these Terms of Service, Subscription Agreement and Data Processing Addendum.
Valosan App is a collaborative Media Relationship Management app that simplifies pitching to journalists and allows you to follow preset processes to have a successful PR campaign about your company, brand or product. The Service consists of two parts:
By signing the Valosan Subscription Agreement you agree to these Terms of Service. You may not use or otherwise access the Service without doing so. If you do not agree to these Terms of Service, you may not use or otherwise access the Service.
Valosan reserves the right, at its discretion, to change, modify, add or remove portions of these Terms of Service at any time by posting the amended terms on the Valosan Service. You will be deemed to have accepted such changes by continuing to use the Service. If at any point you do not agree to any portion of the then-current version of our Terms of Service or any other Valosan policy, rules or codes of conduct relating to your use of the Service, your license to use the Service shall immediately terminate.
Valosan reserves the right to provide the Service in the manner we deem best and use subcontractors as necessary. Valosan reserves the right to change any working methods, devices, telecommunication connections, features, functionalities, programs, or other services included in the Service that are parts of the systems, or change subcontractors involved in providing the Service.
Subject to your signing the Subscription Agreement and continuing compliance with these Terms of Service and any other requirements of the Valosan Service Agreement and relevant Valosan policies, Valosan grants you a non-exclusive, non-transferable, non-sublicensable, revocable limited license subject to the limitations below to access and use the Service for its intended purposes.
Any use of the Service in violation of these License Limitations is strictly prohibited, can result in the immediate revocation of your limited license and may subject you to liability for violations of law.
You agree that you will not, under any circumstances:
Valosan reserves the right to determine what conduct it considers to be in violation of the rules of use or otherwise outside the intent or spirit of these Terms of Service or the Service itself. Valosan reserves the right to take action as a result, which may include prohibiting you from using the Service in whole or in part.
Without limiting any other remedies, Valosan may limit, suspend, terminate, modify, or delete access to Valosan Services or portions thereof if you are, or Valosan suspects that you are, failing to comply with any of these Terms of Service or for any actual or suspected illegal or improper use of the Service.
Without limiting our other remedies, we may limit, suspend or terminate the Service or portions thereof, prohibit access to our sites, and their content, services and tools, delay or remove hosted content, and take technical and legal steps to prevent users from accessing the Service if we believe that they are creating risk or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our terms or policies. Additionally, we may, in appropriate circumstances and at our sole discretion, suspend or terminate accounts of users who may be repeat infringers of third party intellectual property rights.
Valosan reserves the right to stop offering and/or supporting the Service or part of the Service at any time, at which point your license to use the Service or a part thereof will be automatically terminated and payment for the remainder of your subscription refunded.
All rights, title and interest in and to the Service (including without limitation, titles, computer code, themes, objects, methods of operation, moral rights, documentation) are owned by Valosan or by Valosan’s partners or affiliates. Valosan and its partners and affiliates reserve all rights, including without limitation, all intellectual property rights or other proprietary rights, in connection with the Service.
“User Content” means any communications, material, data, and information that you upload or transmit through the Service. By transmitting or submitting any User Content while using the Service, you affirm, represent and warrant that such transmission or submission is (a) accurate and not confidential; (b) not in violation of any laws, contractual restrictions or other third party rights, and that you have permission from any third-party whose personal information or intellectual property is comprised in the User Content; (c) free of viruses, adware, spyware, worms or other malicious code. Valosan does not actively engage in, but reserves the right in its sole discretion to review, monitor, prohibit, edit, delete, disable access to or otherwise make unavailable any User Content (including without limitation your User Content) without notice if you use the Service for in breach of these Terms. Automatic content filtering measures may be enabled by Valosan.
You understand that the Service is an evolving one. Valosan may require that you accept updates to the Service and to Valosan’s apps you have installed on your computer or other device. You acknowledge and agree that Valosan may update the Service, with or without notifying you. You may need to update third party software from time to time in order to receive the Service.
Without limiting Valosan’s liability under Section 5 below, the Service is provided on an “as is” and “as available” basis for your use, without warranties of any kind, express or implied, including without limitation the warranties of merchantability, fitness for a particular purpose, title, non-infringement, and those arising from course of dealing or usage of trade. Valosan does not warrant that you will be able to access or use the service at the times or locations of your choosing; that the Service will be uninterrupted or error-free; that defects will be corrected; or that the service is free of viruses or other harmful components.
Valosan shall not be liable to you for any indirect, incidental, consequential, special, punitive or other similar damages, including but not limited to loss of revenues, lost profits, lost data or business interruption or other intangible losses (however such losses are qualified), arising out of or relating in any way to these Terms of Service or the Service itself, whether based on contract, tort or any other legal theory, and whether or not Valosan has been advised of the possibility of such damages. Valosan shall not be liable to you for more than the amount you have paid to Valosan in accordance with these Terms of Service in the six (6) months immediately preceding the date on which you first assert a claim. You acknowledge and agree that if you have not paid anything to Valosan during this time period, your sole remedy (and Valosan’s exclusive liability) for any dispute with Valosan is to stop using the Service.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, some of the above disclaimers and limitations may not apply to you. To the extent that Valosan may not, as a matter of applicable law, disclaim any warranty or limit its liability as set forth herein, the scope of such warranty and the extent of Valosan’s liability shall be the minimum permitted under such applicable law.
In particular, nothing in these Terms of Service shall affect the statutory rights of any consumer or exclude or restrict any liability for death or personal injury arising from any negligence or fraud of Valosan.
You agree to indemnify, defend and hold Valosan harmless from any claim, demand, damages or other losses, including reasonable attorneys’ fees, asserted by any third-party resulting from or arising out of your use of the Service, or any breach by you of these Terms of Service, however the foregoing does not apply if the infringement of rights is not attributable to your intentional or negligent behaviour.
If a dispute arises between you and Valosan, we strongly encourage you to first contact us directly to seek a resolution by contacting us at legal@valosan.com. You agree that all disputes between you and Valosan shall be governed by the laws of Finland, without regard to conflict of law provisions. You agree that any claim or dispute you may have against Valosan must be resolved exclusively by a court located in Helsinki, Finland.
You and Valosan agree that if any portion of these Terms of Service is found illegal or unenforceable, in whole or in part by any court of competent jurisdiction, such provision shall, as to such jurisdiction, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability thereof in any other manner or jurisdiction and without affecting the remaining provisions of the terms, which shall continue to be in full force and effect.
Valosan may assign or delegate these Terms of Service, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Service without Valosan’s prior written consent, and any unauthorized assignment or delegation by you is ineffective.
Valosan may publish additional policies related to specific services, distinctive of the Service. Your right to use such services is subject to those specific policies and the Valosan Service Agreement, including these Terms of Service.
You and Valosan have agreed on the processing of personal data materials in a separate Data Processing Addendum.
To the extent that Valosan acts as a controller, Valosan will comply with its privacy practices in accordance with its Privacy Policy.
The failure of Valosan to require or enforce strict performance by you of any provision of these Terms of Service or the Valosan Privacy Policy or failure to exercise any right under them shall not be construed as a waiver or relinquishment of Valosan’s right to assert or rely upon any such provision or right in that or any other instance.
The express waiver by Valosan of any provision, condition, or requirement of these Terms of Service or the Valosan Privacy Policy shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.
Except as expressly and specifically set forth in these Terms of Service, no representations, statements, consents, waivers, or other acts or omissions by Valosan shall be deemed a modification of these Terms of Service nor legally binding, unless documented in physical writing, hand signed by You and a duly appointed officer of Valosan.
We may notify you via postings on the Valosan website, and via e-mail or any other communications means available to contact information you provide to us. All notices given by you or required from you under these Terms of Service or the Valosan Privacy Policy shall be in writing and addressed to: Eerikinkatu 28, 00180 Helsinki. Any notices that you provide without compliance with this Section on Notices shall have no legal effect.
You acknowledge that the rights granted and obligations made under these Terms of Service to Valosan are of a unique and irreplaceable nature, the loss of which shall irreparably harm Valosan and which cannot be replaced by monetary damages alone so that Valosan shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you.
You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Service or any content or other material used or displayed through the Service and agree to limit your claims to claims for monetary damages, limited by Section 5 (if any).
Valosan shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of Valosan, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond Valosan’s control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labour or materials.
| Controller | Processor |
| [Company Ltd. (Business ID)] | Valosan Auxiliary of San Francisco Oy (2321609-0) Eerikinkatu 28, 00180 Helsinki |
Together referred to as “Parties” and separately as a “Party”.
This data processing addendum (”Data Processing Addendum” or “Addendum”) defines the Parties’ rights and obligations relating to data security and the execution of data protection obligations regarding to the service.It is an inseparable and essential part of the Valosan Service Agreement and the provision of the Valosan Service.
The processing of personal data is described in Annex 4A.
The Controller is responsible for having the right to transfer the personal data to the Processor. The Controller is responsible for the data being up-to-date, error-free and legal.
The Controller is responsible for providing the data subject’s rights, answering inquiries of the data subject and the costs related thereto and acts as a primary contact point for the data subjects.
The Processor shall relay any contacts and communications regarding the provision of the data subject’s rights to the Controller.
The Processor shall make available to the Controller all information necessary to demonstrate its compliance with this Addendum and applicable data protection legislation.
The Controller has a right to conduct an audit to the service concerning the processing of the personal data or have it conducted by a third party. Such third party must be approved by the Processor. The audit shall not result in unreasonable inconvenience to the Processor. The Controller shall bear all the costs of the audit.
Notwithstanding the processing for service’s necessary technical maintenance, the Processor has the right to examine, update and otherwise process the Controller’s data only according to the documented instructions or other request of the Controller or its authorized representative.
Such maintenance shall be conducted, when feasible, with anonymized test data.
The Processor shall provide reasonable assistance to the Controller in fulfilling its obligation of any data protection impact assessments and prior consultation taking into account the information available to the Processor.
The Processor shall have the right to use Subprocessors for data processing (“Subprocessor”), change Subprocessors and enter into new subprocessing agreements. The Processor may continue to use those Subprocessors already engaged by Processor as of the date of this Addendum.
The Processor shall use only such Subprocessors that comply with the personal data processing legislation. The Processor shall ensure that the obligations of the Processor provided in this Addendum are extended to its Subprocessors. The Processor shall be responsible for the processing conducted by its Subprocessors as for its own.
The Processor shall give the Controller a written notice of appointment of any new Subprocessor at least 30 days prior to the planned change. In case the Controller opposes the use of a Subprocessor proposed by the Processor, the Controller has the right with immediate effect to terminate the part of the service defined in the Terms of Service that would require the use of the proposed Subprocessor.
Taking into account the market standards of data security, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Processor shall implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk.
The Processor shall notify the Controller without undue delay upon becoming aware of a personal data breach.
The Processor shall assist the Controller in fulfilling its legal notification and documentation obligations.
Unless otherwise agreed, all personal data is stored and processed in European Economic Area (EEA)/Ireland.
If the Parties agree that the Processor may transfer data outside the EEA, the Processor is responsible for ensuring that any such transfer is in full compliance with applicable legislation.
The Processor commits to keeping confidential such personal and other data of the Controller that is in the service or that has been processed on the grounds of the service.
Only those employees of the Controller to whom it is necessary for purposes of their tasks may have access to the service and the data in the service.
The Processor does not have a right to assign the Controller’s data to any third party or use it to its own purposes without a permission from the Controller.
The Processor has the right to assign the data in the service to a third party in case obligated by a law, statutes or authorities.
The Processor shall ensure that its personnel and Subprocessors commit to the level of confidentiality agreed in this Addendum.
The Controller may give written, documented instructions for the processing of personal data. The Processor shall not comply with any unlawful personal data processing instructions nor instructions on personal data processing given other than in writing by the Controller.
In case the Controller’s instructions would constitute a material change in the contractual relationship or service, such change and its possible effects on the service fee shall only be made if agreed by both Parties in writing.
The Processor reserves the right to make changes to this Data Processing Addendum. The Processor shall inform the Controller ahead of any changes.
This Data Processing Addendum will come into effect
The validity of this Data Processing Addendum shall end whenever the period of validity of The Valosan Service Agreement ends. In case a Party processes personal data after termination of The Valosan Service Agreement (for example in the back-up copy database) this Addendum shall be applied to that party for as long as the party processes the personal data.
At the termination of the Valosan Service Agreement, the Processor shall stop processing the Controller’s personal data and either:
Clauses concerning confidentiality (section 8) shall survive the termination of the service.
| Controller | Processor |
| [Company Ltd. (Business ID)] | Valosan Auxiliary of San Francisco Oy (2321609-0) Eerikinkatu 28, 00180 Helsinki |
Subject-matter and purpose of the processing
Subject-matter is described in the main contract. The purpose of processing is to enable Valosan to provide its media relationship management tool service.
The Controller may add and manage personal data for their media relationships (“Contacts”).
Duration
The Processor processes personal data for the duration of the client relationship. The Service includes tools for the Controller to delete data at any time. If the Controller deletes the data, it is immediately deleted from the Processor’s servers. At termination of the client relationship, the Processor shall, at the choice of the Controller, either delete or return all personal data to the Controller and destroy all copies.
Personal data from the Processor’s back-ups shall cease to exist organically at the end of the back-up cycle.
Categories of data subjects and types of personal data
| Data subjects | Personal data | [x]* |
| Controller/Client | Username | x |
| x | ||
| Any other personal data submitted by the Controller/Client | x | |
| Controller’s/Client’s administrators | x | |
| Other (specify): | ||
| Controller’s/Client’s Contacts | Name | x |
| Telephone number(s) | x | |
| x | ||
| Company | x | |
| Nationality | ||
| Social media accounts | x | |
| Any other personal data submitted by the Controller/Client | x |
*Required
| Subprocessor | Purpose | Location |
| Hosting | Ireland | |
| Database | Ireland | |
| Marketing | Ireland | |
| Monitoring | Estonia | |
| Admin | USA | |
| Support | Ireland |
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