Cutrin Material Bank Agreement
1. PARTIES TO THE AGREEMENT
This agreement governs the
contractual relationship between Lumene Corporation and the Client regarding
Client's right to use Lumene Material Bank service.
Cutrin Material Bank service
("the Service") means the network service(s) provided by CUTRIN,
which can be used (accessed, viewed and browsed) based on this agreement. The
client ("Client") means a legal person/entity entitled by this
agreement to use the Service. "CUTRIN" means LUMENE Corporation.
"The Content" means all materials made available in the Service in
any form, such as articles, announcements, images, advertisements,
instructions, guides, sales literature, drawings, sound, etc. The Content may
originate from CUTRIN or third parties. "The System" means equipment,
servers and software used by CUTRIN and its suppliers and subcontractors to
maintain the Service.
3. VALIDITY OF AGREEMENT
This agreement becomes
effective for the Client when the Client has accepted the terms and conditions
of this agreement (terms are available during the online registration and user
clicks a button to approve terms). The registration becomes effective when
CUTRIN supplies a username and password to the Client. The agreement becomes
effective for CUTRIN when CUTRIN accepts the Client's registration to the
4. RIGHTS, RESPONSIBILITIES AND OBLIGATIONS OF PARTIES
4.1 The Client's rights, responsibilities and obligations
In addition to other rights, responsibilities and obligations arising from this agreement, the Client has the following rights, responsibilities and obligations:
4.1.1 The Client's right to use the Service
- The Client has the right to use
the Service for legal and conventional purposes according to the terms and conditions
of this agreement.
4.1.2 The Client's username and
- The Client is given a Client
specific and personalized username and personalized password for the Service.
The Client company and the Client's representative who has signed the
registration form personally are responsible for all use of the Service with
the personalized username and personalized password. The Client agrees to
maintain the confidentiality of the username and password. The disclosure of
the username and password to others than the specific user employee of the
Client is expressly forbidden. The Client is responsible for making any
employees with access to the username and password aware of the stipulations of
this agreement and ensuring their compliance with the agreement. If the Client
or the Client’s user employee ceases to use the Service, the Client shall
immediately inform Cutrin and under no circumstances shall the username and the
password be disclosed to another employee or a third party. The Client is fully
responsible for all activities that occur under the Client's username and
4.1.3 The Client's registration
- Only existing legal persons
have the right to register as a Client.
4.1.4 The Client's
responsibility for equipment and use
- The Client provides all
equipment, connections and software necessary for Client’s use of the Service,
and is responsible for their operating condition. Additionally, the Client will
ensure that such equipment, connections and software do not cause disturbances,
interruptions or damage to LUMENE or other users of the Internet. The Client is
also responsible for using the Service in a way that does not cause disturbance
to other users of the Service and does not violate the rights of other users,
CUTRIN or third parties.
4.1.5 The Client's
responsibility for intellectual property rights
- The Client agrees not to save,
distribute, send, forward or use any Content protected by copyright, trademark
or other intellectual property rights in a way that violates this agreement or any
special conditions regarding the Content that are electronically transmitted on
the Service. It is the Client's sole responsibility to ensure the rights of use
and/or limitations to use any images and other audio-visual material
electronically transmitted on the Service before using such Content. The Client
is liable for all damages incurred by CUTRIN and/or the owners of the
intellectual property rights to the Content due to Client’s use of the Content
against the terms and conditions of this agreement or law, for all work
incurred by settling the matter as well as any costs and damages incurred by
4.1.6 Other terms concerning
the Client's responsibilities and obligations
- The Service contains Content
protected by copyright, trademark and other rights that may only be used in
accordance with the terms and conditions of this agreement and any rights of
use electronically transmitted on the Service. The Service as such is protected
by copyright in accordance with Finnish copyright laws. The Client is held
liable to CUTRIN and/or any party whose rights the Client has violated for any
misconduct and activities that are against the law and/or the terms and
conditions of this agreement. The Client may not sell, trade or otherwise
transfer the Service or any part thereof. The Client may not include the
Service or part thereof in the Client's own web site or provide links to the
Service. Notwithstanding to aforesaid, the Service itself may include a
functionality to provide links for a limited and prior by CUTRIN accepted use
4.1.7 Data security
- The Client acknowledges that the Internet as an operating environment may cause malfunction or disturbance in the operation of the Service and the System and that data security is a risk in existing information systems. The Client has the sole responsibility for appropriate protection of Client's own computers, information systems and other related information technology.
4.2 CUTRIN´S rights, responsibilities and obligations
In addition to other rights, responsibilities and obligations arising from this agreement, CUTRIN has the following rights, responsibilities and obligations:
4.2.1 CUTRIN´S right to change the Client's user identification
- CUTRIN has the right to change the Client's username, password and other information required by or in connected with the Service, if these cause technical or identification problems in CUTRIN´S information systems.
4.2.2 CUTRIN´S right to modify the Service
- CUTRIN has the right to provide the Service in any way it deems best and to modify the Service as necessary.
4.2.3 CUTRIN´S right to suspend or terminate the Service
- CUTRIN has the right to suspend or terminate the Service at any time and for any reason.
4.2.4 CUTRIN´S responsibility for the Content
- CUTRIN is responsible for the
conformity to law of the material CUTRIN provides for the Service, as well as
the conformity to law of any Content available on the Service. CUTRIN does not
assume responsibility for any information provided on the Service being up to
date, error-free or complete, or any information on the Service being
presentable or usable as such. Information presented on the Service does not
constitute an offer, assurance, warranty or promise about CUTRIN´S products or
services. CUTRIN is not responsible for the conformity of the Content or any
other information available on the Service to any law other than the Finnish
4.2.5 CUTRIN´S responsibility for the operability of the System
- CUTRIN shall use its best
efforts to keep the System continuously operable, but does not assume
responsibility for the operability of the System or interruptions or data
transfer disturbances caused by technical problems, service or installation
work. Neither is CUTRIN responsible for any change or loss of data thereby
incurred. CUTRIN makes its best effort not to cause any disturbance to the
Internet. CUTRIN attempts to repair any faults and disturbances in the Service
during normal business hours as soon as a notification of any such fault or
disturbance has been received.
4.2.6 Data security
- CUTRIN makes its best effort to
ensure that the Service meets reasonable data security requirements, but does
not assume responsibility for any damage to the Client caused by faults or
risks in data security such as computer viruses.
- CUTRIN cannot be held
responsible for any damage to the Client through the change or loss of data in
a public data network or a data network owned, held or used under contract by
the Client. CUTRIN is not responsible for any damage, loss or inconvenience
directly or indirectly caused by equipment failure, connection failure or
resultant change or loss of data, or that the Service might not be usable in
whole or in part. CUTRIN has the right to modify, complete or remove properties
and software in the Service without prior consultation. CUTRIN is not
responsible for any damage or costs thereby incurred to the Client. CUTRIN does
not assume responsibility for any indirect or consequential damages possibly
incurred by the Client in relation to the Service.
CUTRIN will file the
information given by the Client at the time of registration in its customer
database. The use of the Service will generate additional information on the
Client in the profile register and registers pertaining to individual parts of
the Service. Such information will be used and handled only for purposes
related to the Service and its management. CUTRIN does not disclose any
information for direct mail purposes. Client data will be kept at least for the
duration of the client relationship and for a maximum of three years after the
termination of the relationship. The data is kept protected in a way that
allows their use only for specifically defined purposes.
6. RIGHTS TO CONTENT
6.1 Content provided by CUTRIN
and other Content to which CUTRIN has any rights. All proprietary and other
rights to any Content in the Service (including, but not limited to copyright
and other intellectual property rights) belong to CUTRIN or CUTRIN’S suppliers
and subcontractors. When using the Service and thereafter the Customer and its
user employees grant CUTRIN without any compensation thereto an unlimited,
royalty free and irrevocable right to use, develop, distribute and modify any
and all suggested translations, slogans or wordings.
6.2 Use of the Content
The Client has the right to use
the Content as instructed or otherwise approved by CUTRIN for purposes of promoting
and advertising CUTRIN and its products, as well as for editorial communications
regarding CUTRIN and its products published in the interest of CUTRIN. Any use
of the Content for other purposes without a prior written consent of CUTRIN is
expressly forbidden. In addition, the use of pictures and images and other
audio-visual material included in the Content for communication purposes is
subject to special conditions electronically transmitted with the Content in
question. The right of use may be limited for time, for geographical area or in
some other way. The Client is responsible for ensuring that any Content
acquired through the Service by the Client is not used or published in
violation of the terms and/or limitations of use for the Content.
7. DENIAL OF USER RIGHTS
CUTRIN has the right to revoke
Client's right to use the Service at any time and for any reason.
8. TRANSFER OF AGREEMENT
CUTRIN has the right to
transfer this agreement and any rights and obligations arising from the
agreement to another company belonging to same group of companies with CUTRIN.
The Client may not transfer this agreement to a third party.
9. AMENDMENTS TO THE AGREEMENT
Any amendments to this
agreement must be agreed on in writing. CUTRIN has the sole right to amend the
terms and conditions of the agreement. Such amendments become effective when CUTRIN
posts the information on the Service and the amended terms and conditions have
been available on the Service for one week. If the Client does not accept the
amendment, the Client must inform CUTRIN of non-acceptance within a week of the
amendment becoming effective. After the period of notice, the Client's right to
use the Service will expire and the Client's username will be cancelled. Use of
the Service by the Client after having been informed of the amendments will be
regarded as acceptance of the amendments.
10. VALIDITY PERIOD
This agreement is valid until
further notice. It can be terminated by giving 7 days notice, unless otherwise
agreed. Notice must be given by e-mail or in another written form. CUTRIN may
also give notice of termination by posting the notice on the Service. When the
agreement is terminated, the rights to use the Service and any Content related
to it according to this agreement will expire. The terms and conditions
concerning the responsibilities of the parties to the agreement will remain
effective even after termination.
11. DISPUTES AND APPLICABLE LAW
The laws of Finland govern this
agreement. Any disputes arising out of the agreement will be solved primarily
through negotiation. If the dispute cannot be resolved through negotiations,
the dispute will be submitted to the district court of Espoo Finland.
12. LANGUAGE OF THE AGREEMENT
This Agreement has been written in Finnish and in English languages. In case of any inconsistency between the English-language and the Finnish-language agreements, the Finnish-language version will prevail.