Terms of Service

Terms of Service – Readpeak Oy

The following terms of service and license agreement (the “Agreement") constitutes an agreement between your company ("you") and Readpeak Oy, business ID 2615511-5, Melkonkatu 26, 00210 Helsinki, FINLAND, ("Readpeak” “we", “our” or “us"). This Agreement governs your use of software and services available at https://app.readpeak.com/ for the purposes of publishing of native advertisements defined below in this Agreement (hereinafter “Service").

BY CLICKING “ACCEPT” DURING ACCESSING THE SERVICE YOU ACCEPT AND UNDERTAKE TO BE BOUND BY THIS AGREEMENT.

By clicking “accept” during accessing the Service, you conclude a legally binding agreement with Readpeak based on the terms of this Agreement and become a user of the Service. If you are using the Service on behalf of a company or other legal entity, such entity may have a separate agreement with us, but you are nevertheless individually bound by this Agreement. If you grant any subcontractor, supplier, end-customer or other third party any access to the Service, such subcontractor, supplier, end-customer and third party shall be considered equivalent to you for the purposes of this Agreement and you shall be fully responsible and liable for all acts and omissions of such subcontractor, supplier, end-customer and third party as well for ensuring their compliance with this Agreement.

1. DESCRIPTION OF THE SERVICE

The Service consists of online software, which allows user to purchase and publish native advertisements campaigns ("Advertisement") to partnering publishers media properties or by accessing inventory from partnering ad exchanges. The Readpeak platform is self-served, and the users operate their own campaigns based on parameters set in campaign settings. You can promote content, blogs and articles via the Service. Your account is billed based on effective CPC (Cost per Click).

No devices or connections necessary for the use of Service are provided subject to this Agreement. You are responsible for purchasing, maintaining and updating such devices and connections, including (1) all equipment necessary for your own Internet connection, handheld device, mobile phone, computer and modem and (2) provision for your access to the Internet, and (3) payment of any fees relate with such connection.

The Service does not include, and Readpeak does not offer, any telecommunication or networking services or equipment, security services or systems, or hardware or other equipment. If you require any of the foregoing, you must obtain such systems, services and equipment at its own expense from third party vendors.

You undertake not to use the Service for any unlawful purposes. You also undertake to comply with Readpeak’s reasonable directions and requests related to the Service. You are responsible for complying with all laws, rules and regulations applicable to you, including all laws, rules and regulations related to advertising and conducting advertising campaigns.

2. REGISTRATION, USERNAME, PASSWORD AND SECURITY

Registration is required to access the features of this Service. Your registration shall not impose any duty on us to provide any particular service to you. You promise that the information you provide or provided in connection with registration to, and use of the Services is true and accurate. Your username and password will be your identity for purposes of interacting with the Service. You will create a group account for a company or some other kind of organization and can invite several other users to the group account, but each user must have their own individual user name.

You shall be liable keep your username and password confidential, shall not disseminate this information, and shall use your username and password solely in accordance with this Agreement. You shall immediately notify us if you learn of or suspect: (i) any loss or theft of your username or password; or (ii) any unauthorized use of your username or password or of the Service. In the event of such loss, theft or unauthorized use, Readpeak may impose on you, in Readpeak’s sole discretion, additional security obligations.

If any unauthorized person obtains access to the Service as a result of any act or omission by you, you shall use your best efforts to ascertain the source and manner of acquisition of this information and shall promptly inform Readpeak thereof. You shall also cooperate and assist in any investigation relating to any such unauthorized access. You are responsible for actions taken by using your user name until you have informed Readpeak of the loss of the password and Readpeak has had a reasonable time to prevent the use of the Service with the user name.

3. PROHIBITED USES AND CONDUCT

You shall be responsible for and shall assume all liability with respect to Advertisements or any other materials or other information you upload or transmit through the Service. You agree not to upload, transmit, distribute, post, communicate or store Advertisements, information or other material on, to or through the Service that: (i) infringes in any way on any intellectual property or proprietary rights of others or on the privacy or publicity rights of others; (ii) is unlawful, profane, vulgar, sexually explicit, obscene, defamatory, threatening, harassing, abusive, racist, hateful, slanderous, embarrassing or otherwise objectionable or that encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, as determined by Readpeak in our sole discretion; (iii) constitutes chain letters or pyramid schemes; or (iv) contains viruses, trojan horses, worms, time bombs or other computer programming routines or engines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or information.

You further agree not to: (i) use any incomplete, false or inaccurate biographical information or other information; (ii) delete or revise any material or other information of any other user of the Service; (iii) harvest, collect or send information about other users without their consent; (iv) take any action that imposes an unreasonable or disproportionately large load on the Service’s infrastructure; (v) allow any other person or entity to use your username or password; (vi) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Service; or (vii) access data not intended for you or log into a server or account that you are not authorized to access.

Readpeak may investigate occurrences that may involve violations of the foregoing prohibited uses, suspend your use of the Service if necessary and cooperate with, law enforcement authorities in prosecuting any users who are involved in such violations. Furthermore, such violations may result in civil or criminal liability and Readpeak is entitled at its sole discretion to withhold any unpaid payments, remove such violating material or prevent its use without notice.

4. PRIVACY AND DATA PROCESSING

In the event that Readpeak in connection with the Service processes personal data as a processor on behalf of the Customer and the applicable legislation (such as the GDPR) requires Parties to put in place a data processing agreement (DPA) to govern such data processing, the DPA available here shall apply. In such event, the aforementioned DPA forms an integral part of the Agreement and shall be applied to the processing of Personal Data by Readpeak as a processor.

Readpeak may collect and process personal data regarding your personnel and/or other representatives of your company using the Service. Such processing is described in Readpeak’s Privacy Policy, the current version of which is available via our website. The Customer shall ensure that its employees and representatives engaging with the Service are informed about the contents of Readpeak’s Privacy Policy.

5. INTELLECTUAL PROPERTY RIGHTS

As a user of the Service, you represent and warrant that, with respect to any Advertisement you post on the Service, (1) you have the right to use such Advertisement, and (2) such Advertisement, or its use by Service as contemplated by the Agreement, does not violate the Agreement, applicable law, or the intellectual property (including without limitation copyright), publicity, personality, or other rights of others.

By accepting this Agreement, you grant Readpeak and its partners a limited, worldwide, perpetual, irrevocable royalty-free right and license to use, copy, amend, modify, translate, further develop, make derivative works and publish, display (publicly or otherwise), distribute, sublicense, make available and communicate to the public and otherwise exploit in any manner whatsoever any such Advertisement or parts thereof in connection with the Service or the marketing thereof.

You agree and acknowledge that the title and all intellectual property rights in and to the Service and any data, documentation, images within the Service are owned and remain vested in Readpeak or a third party. No intellectual property rights of Readpeak shall be transferred pursuant to this Agreement. Readpeak agrees that, unless otherwise agreed in this Agreement, materials provided by you to Readpeak in connection with the Service shall remain your (or third party, as the case may be) property and Readpeak agrees that the title and all intellectual property rights in and to such materials remain vested with you (or third party, as the case may be).

For avoidance of any doubt, if you comment the Service or provide suggestions or ideas for improving the Service, notwithstanding anything stated to the contrary in this Agreement, you agree that all such comments, suggestions and ideas thereof will be fully assigned to Readpeak and Readpeak shall own all rights to use and incorporate them into its product offerings.

Except as specifically allowed in this Agreement, you are not entitled to use, copy, reproduce, republish, store, modify, transfer, display, encode, distribute, license, or otherwise transfer, assign or make publicly available your account, the Service, a part thereof or the material contained therein in any way. You are not entitled to adapt, translate, reverse engineer, decompile, disassemble or attempt to discover the source code, underlying ideas, algorithms, methods, techniques, file formats or programming interfaces of, or create derivative works from the Service or any part thereof, except to the extent permitted under the applicable laws. You are not entitled to remove, modify, hide, obscure, disable or modify any copyright, trademark or other proprietary rights notices, marks, labels or any other branding elements contained on or within the Services, falsify or delete any author attributions, legal notices or other labels of the origin or source of the material, or misrepresent the source of ownership of the Service.

6. PAYMENTS

Using the Service is subject to the fees set out in our price list current at the time, available at https://www.readpeak.com/payment-terms/. We may change the price list from time to time.

7. DISCLAIMER OF WARRANTIES

Readpeak endeavours to make commercially reasonable efforts to ensure that the Service will be available for use on a 24/7 basis excluding temporary maintenance, updating and repairs. Readpeak does not assume any liability for usage interruptions or breaks, but it endeavours to inform you of Service issues whenever reasonably possible. Readpeak does not warrant that the Service will be uninterrupted or error-free. However, Readpeak agrees to use commercially reasonable efforts to be at your disposal in order to support you and to correct any material error or deficiency in the Service.

THE SERVICE IS PROVIDED “AS IS.” READPEAK SHALL HAVE NO LIABLITY FOR ANY INTERRUPTIONS IN THE USE OF THIS SERVICE. READPEAK MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND REGARDING THE SERVICE, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, CORRECTNESS AND FITNESS FOR A PARTICULAR PURPOSE

8. INDEMNIFICATION

Provided that you comply with this Agreement, Readpeak will defend or settle any claim made against the Customer for any intellectual property rights violation relating to the Service (excluding Advertisements, materials provided by you or any third party material) arising solely from the actions for which Readpeak is legally responsible. You agree (i) to promptly notify Readpeak in writing of any such claim, ii) to allow Readpeak to have sole control over the defence, litigation and/or settlement of any such claim and iii) to cooperate with Readpeak in the investigation, defence and settlement thereof. Readpeak shall indemnify Customer for such claim by paying the costs and reasonable attorneys’ fees Customer incurs as a results of such claim, including damages awarded to such third party in a judgment finally awarded against Customer or settlement approved by Readpeak. If such claim is made or, in Readpeak’s opinion, is likely to be made, then Readpeak may, at its sole discretion, (i) modify the Service or if it’s not commercially reasonable for Readpeak to modify the Service, (ii) terminate this Agreement with immediate effect.

You agree to indemnify, defend and hold Readpeak and its officers, directors, employees, agents and representatives harmless from and against all damages, liabilities, costs, losses and expenses (including reasonable attorneys’ fees) arising out of or resulting from: (i) your use of the Service in violation of applicable legislation or in violation of Section 3 of this Agreement; or (b) your infringement or alleged infringement of any third party’s intellectual property right or (c) the Advertisements or any materials you submit to the Service.

9. LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING ATTORNEYS’ FEES) IN ANY WAY ARISING IN CONNECTION WITH THE SERVICE OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOST BUSINESS OPPORTUNITIES OR LOST PROFITS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT MAY NOT EXCEED AN AMOUNT EQUAL TO THE AGGREGATE AMOUNT OF FEES RECEIVED BY READPEAK FROM YOU DURING THE ONE (1) MONTH PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

THE ABOVE LIMITATION SHALL NOT APPLY TO SECTION 8 (INDEMNIFICATIONS) AND 3 (PROHIBITED USES AND CONDUCT).

Neither Party shall be liable to the other for any failure to perform any of its obligations (except payment obligations) under this Agreement during any period in which such performance is delayed by circumstances beyond its reasonable control, such as fire, flood, war, embargo, strike, riot, terrorism, global pandemic or the intervention of any governmental authority (a “Force Majeure”). In such event, however, the delayed Party must promptly provide the other Party with written notice of the Force Majeure. The delayed Party’s time for performance will be excused for the duration of the Force Majeure.

10. CONFIDENTIALITY

Each Party shall keep in confidence all material and information received from the other party and marked as confidential or which should reasonable be understood to be confidential, and may not use such material or information of the other party for any purpose other than for the proper fulfilment of the Agreement.

The confidentiality and non-use obligations shall not, however, be applied to material and information: (a) which is generally available or otherwise public; or (b) which the receiving party has received from a third party without any obligation of confidentiality; or (c) which was in the possession of the receiving Party prior to receipt of the same from the other Party without any obligation of confidentiality related thereto or breach of confidentiality obligations.

Notwithstanding the confidentiality provisions, Readpeak may collect and analyze the Advertisement data and trends but may only disclose this data if the data is de-identified or if it is not attributable to any individual or company.

11. JURISDICTION, CHOICE OF LAW AND FORUM

The Agreement shall be governed by and construed in accordance with the laws of Finland, without reference to the provisions of choise of laws. 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 proceedings shall take place in the English language in Helsinki, Finland.

12. MODIFICATION OF THIS AGREEMENT

Readpeak reserves the right, at any time, to modify, alter, or update the terms and conditions of this Agreement without prior notice. Modifications shall become effective immediately upon being posted at the Service. You are bound by any such modifications and should therefore periodically visit this page to review the then-current Agreement to which you are bound. Your continued use of the Service or any webpage or feature available through Service after modifications are posted constitutes an acknowledgement and acceptance ofthe Agreement and its modifications.

13. TERMINATION

You may terminate the Agreement and the use of the Service with immediate effect at any time by providing a prior written notice to support@readpeak.com, in which case Readpeak shall send the you a written confirmation regarding termination without undue delay. Upon termination Readpeak shall be entitled to invoice all unpaid payments payable to Readpeak. For clarity, when the agreement terminates or when the Service is suspended or terminated, Readpeak shall not return to you any payments for the Service.

Readpeak may terminate the Agreement and the use of the Service for convenience upon 30 days prior written notice by email.

Either party may terminate this Agreement with immediate effect, if the other Party is in material breach of its obligations hereunder and fails to remedy such breach within 14 days written notice given by the non-breaching party.

In addition, Readpeak may terminate the Agreement or suspend your access to Service at any time, including in the event of your actual or suspected unauthorized use of the Service and/or non-compliance with the Agreement. If you or Readpeak terminate the Agreement, or if Readpeak suspends your access to the Service, you agree that we shall have no liability or responsibility to you and we will not refund any amounts that you had in your account, to the fullest extent permitted under applicable law.

14. NOTICES

Readpeak may give notices to you of the Service, at its option, by posting a message on the Service, by email or conventional mail or by any other means by which you may obtain actual knowledge thereof. Notices by you to Readpeak must be given by email or conventional mail. Notices to Readpeak by email should be sent to support@readpeak.com. Notices to Readpeak by conventional mail should be sent to: Melkonkatu 26, 00210 Helsinki, FINLAND. Notices by you to Readpeak will not change the terms of this Agreement unless the change is expressly accepted in writing by an authorized officer of Readpeak.

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