These terms and conditions govern the use of the reaction plugin “React & Share” and related services provided by Dekko Oy. By signing or otherwise accepting an Order (e.g. by email) or by accepting this Agreement as part of the sign up procedure of the Dekko Services (e.g. by clicking “I agree”), you accept the terms and conditions of this Agreement and agree to abide by them. If there is any discrepancy between the Order and these Terms & Conditions and other attachments to the Order, the Order shall prevail.

1 Definitions

As used in this Agreement, the following capitalized terms shall have the meaning set out below.

Agreement” shall mean these React & Share Terms and Conditions and any Orders executed between the Parties.

Customer” shall mean the entity or person having ordered the Dekko Services hereunder.

Customer Data” shall mean all Customer’s data that a User or another Party acting on the Customer’s behalf generates in or submits to the Dekko Services. Customer Data shall not include Dekko Data.

Customer Website” shall mean a website of the Customer or a site maintained/operated by the Customer on a third-party publishing platform.

Dekko” shall mean Dekko Oy (business ID 2726694-1).

Dekko Code” shall mean the software code provided by Dekko to Customer for installing/copying to the Customer Website allowing Customer to display the Reaction Buttons on the Customer Website.

Dekko Data” shall mean all End-User and other data and information gathered in combination with the placement of the Reaction Buttons and/or Dekko Code on Customer Website. Dekko Data may either be collected automatically or may be voluntarily provided by End-Users.

Dekko Platform” shall mean any “React & Share” user portals or dashboards access to which is provided to Customer for the purposes of being used in conjunction with the Dekko Code.

Dekko Services” shall mean the Dekko Code, the Dekko Platform, including Reaction Buttons, as well as any associated services and tools provided to the Customer by Dekko, including Development Services.

Development Services” shall mean any services provided by Dekko to Customer for the additional development and/or integration of the Dekko Services.

End-User” shall mean the users of the Customer Website.

Error” shall mean any material failure in the Dekko Services to conform substantially to the material specifications of the relevant published version of the Dekko Services or the specifications agreed separately between the Parties.

Intellectual Property Rights” shall mean copyrights and related rights (including database and catalogue rights and photography rights), patents, utility models, design rights, trademarks, tradenames, trade secrets, know-how and any other form of registered or unregistered intellectual property rights.

Order” shall mean an exectuted written or electronic order or offer for the subscription of Dekko Services, including orders made on www.reactandshare.com or per email or by using a purchase order form provided by Dekko.

Party” shall mean Customer or Dekko (jointly the “Parties”).

Reaction Buttons” shall mean the “React & Share” reaction and share buttons, visible on the Customer Website, generated by the Dekko Code placed on the Customer Website.

Service Fees” shall mean the fees charged by Dekko from time to time from Customers during the Subscription Period as agreed between Dekko and Customer in the Order or otherwise.

Subscription Period” shall mean, unless otherwise set out on the Order, the prepaid fixed term during which the Customer is entitled to use and has access to the Dekko Code, Reaction Buttons and the Dekko Platform as set out in the Order.

Users” shall mean those employees of Customer who are entitled to use the Dekko Platform under this Agreement.

 

2 Use of Dekko Services

2.1 License grant

Subject to the terms and conditions of this Agreement and the due payment of the Service Fees, Dekko hereby grants to the Customer and the Customer hereby accepts a limited, non-exclusive, non-transferable, and non-sublicensable right to the Customer to use the Dekko Code and Dekko Platform during the term of this Agreement for the purposes set out herein.

Dekko shall have the right to deny the Customer’s use of the Dekko Services without any prior notice to the Customer, if Dekko suspects that the Customer uses the Dekko Services in violation of the terms of this Agreement.

Customer shall be solely responsible for placing the Dekko Code on the Customer Website and will comply with any instructions regarding the placement communicated by Dekko.

The Customer warrants that it has the right and authority to add the Dekko Code to the Customer Website.

2.2 Usage restrictions

The Customer and the Users are not permitted and not entitled to permit others to do any of the following:

  • copy, modify, distribute, rent, sub-license, lease the Dekko Services or otherwise make them available to or grant access to third parties without the prior written consent of Dekko, including without limitation resizing, captioning or reformatting the Reaction Buttons;
  • circumvent or try to circumvent any usage control or anti-copy functionalities of the Dekko Services;
  • reverse engineer or decompile the Dekko Services or access the source code thereof, except as permitted by law;
  • probe, scan or test the vulnerability of the Dekko Services;
  • use the Dekko Services in violation of applicable law;
  • to use the Dekko Services in ways that violate Intellectual Property Rights, business secrets, or privacy rights of third parties;
  • use the Dekko Services for the purposes of developing a product, program or service that would compete with the Dekko Services;
  • artificially inflate traffic using software, tools, bots, spiders or other means to manipulate the Dekko Data generated by the Dekko Code.

The Customer agrees that the Customer Website shall not contain any of the following:

  • Content violating any applicable laws or regulations, including consumer protection and gambling.
  • Content that infringes/violate or encourages to infringe/violate the rights of any person or entity, including without limitation pirated copyright protected material or material protected by privacy and business secret laws.
  • Obscene, discriminatory, deceiving, illegal or violent content.
  • Malware, spyware, adware, keystroke loggers, password sniffers, remote access tools, worms, viruses, worms, Trojans or other destructive programming.

2.3 General obligations of Customer

The Customer is responsible for acquiring any and all network connections and all technical equipment required for using the Dekko Services and is liable for any costs thereof.

The Customer agrees that it shall indemnify and hold Dekko harmless from and against any and all liabilities, losses, damages, costs, and expenses (including reasonable legal fees and expenses) associated with any claim or action brought against Dekko that may arise from the Customer’s use of the Dekko Services in breach of this Agreement, including claims that the Customer Data infringes the Intellectual Property Rights of third parties.

 

3 Development services

The Parties may agree on the provision of Development Services related to the Dekko Services by concluding an Order for Development Services. The scope of the Development Services shall be defined in such Order.

An estimated time schedule and pricing for the delivery of the Development Services shall be agreed upon for each Order for Development Services. Such time schedule shall be considered non-binding, unless otherwise agreed.

Dekko shall upon completion of the Development Services report to Customer when the respective work products of the Development Services (“Work Products”) are ready for acceptance review by the Customer subject to which the Customer shall have 7 days to review the respective Development Services against the mutually agreed acceptance criteria specified in the Order. Customer shall within such 7-day acceptance period notify Dekko in writing of all Errors detected in the Work Products and shall identify the Errors in sufficient detail to enable Dekko to identify and replicate the Errors. Upon such report by Customer, Dekko shall correct or provide circumvention to the Errors, whereupon a new 7-day acceptance period commences.

The Work Products shall be deemed accepted (i) when Dekko has corrected or circumvented all Errors that have been reported by the Customer in accordance with this Section or (ii) if the Customer has not provided a detailed written report of the Errors detected within the acceptance period set out above or (iii) when Customer has notified Dekko of its acceptance of the Work Product.

Errors, which do not substantially interfere with or prevent the use of the Work Products or which cannot be replicated by Dekko on the basis of Customer’s report, shall not prevent the acceptance of the Work Products. However, Dekko shall use commercially reasonable efforts to promptly correct such Errors.

After the Work Products has been accepted as set out above, the respective Work Products will be deemed part of the Reaction Buttons or other Dekko Services as applicable.

 

4 Registration and Security

4.1 Registration and sign-up

The person signing or otherwise accepting the Agreement represents that it has the authority to bind the organization indicated on the Order to the Agreement.

The Customer shall ensure that all details provided regarding the Customer’s contact information, billing information and credit card information, where applicable, are correct and undertakes to update such information as soon as possible in case such information has changed.

4.2 Security and unauthorized use

The Customer shall use all reasonable endeavours to prevent unauthorised access to, or use of, the Dekko Platform. The Customer shall ensure that a possible user name, passwords, and equivalent information obtained by the Customer in conjunction with registration to the Dekko Platofrm are kept confidential and stored and used in a secure manner and cannot be accessed or used by third parties.

Where it is suspected that any unauthorised person has become aware of a user name and/or password, the Customer shall immediately inform Dekko thereof and change such user name and/or password.

The Customer shall be liable for any use of the Dekko Platform with the user names and/or passwords of the Customer.

 

5 Customer Data

5.1 Rights to Customer Data

The Intellectual Property Rights and the title to the Customer Data shall belong to the Customer.

Dekko and its subcontractors (subject to applicable data protection laws) may use, copy, store, and modify Customer Data during the term of this Agreement for the purposes of providing the Dekko Services and managing the customer relationship between Dekko and Customer as well as analyzing the use of the Dekko Services. Such right shall be non-exclusive, royalty-free and worldwide.

Dekko shall have the right to generate anonymous usage and other data from and by using the Customer Data. Dekko shall own all such anonymous data generated from and by using the Customer Data. If the title to the anonymous data cannot be transferred to Dekko, the Customer grants Dekko and its subcontractors a perpetual, non-exclusive, worldwide, royalty-free, transferable and sublicensable license to use, modify, copy, publish, and store such anonymous data for any business or other purpose of Dekko, including for the purposes of developing existing or new services and analyzing the use of the Dekko Services. For clarity, anonymous data shall not in any event be used in a manner that identifies the Customer or any natural person. Such license shall survive the expiry or termination of this Agreement.

Dekko shall not be used as a storage service. Customer shall be solely responsible for storing appropriate backup copies of the Customer Data.

5.2 Liability for Customer Data

The Customer shall be responsible for its Customer Data and shall be liable for ensuring that Customer Data does not infringe any third party rights or violate applicable legislation, and that the Customer and Users possess such necessary licences and permissions from third parties as may be required in order to use the Customer Data as set out herein.

 

6 Dekko Data

The Intellectual Property Rights and the title to the Dekko Data shall belong to Dekko.

Dekko owns all Dekko Data gathered by or through the Dekko Code and any or all reports, results, and information created, compiled, analyzed or derived by Dekko from the Dekko Code, including Dekko Code visible to the Customer through the Dekko Platform. Customer agrees to use Dekko Data solely in connection with this Agreement and treat the Dekko Data as the confidential information of Dekko under Section 10 herein.

 

7 Personal Data

7.1 Roles of the Parties

Dekko acts as data controller in relation to any personal data Dekko might collect and process in relation to Customer’s subscription and use of the Dekko Services, such as contact details, payment information, and identification data on the Customer and the Users and Customer representatives. Dekko processes such personal data in accordance with its Privacy Policy in force from time to time.

To the extent the Customer Data contains personal data, Customer acts as data controller under applicable data protection laws and Dekko processes such personal data on behalf of Customer as data processor.

To the extent Dekko Data contains personal data, Dekko acts as data controller under applicable data protection laws.

Customer and Dekko agree to comply with their respective obligations under applicable data protection and privacy laws.

The Customer must specifically (a) post a prominent privacy policy in accordance with applicable law on the Customer Website addressed to End-Users concerning the collection and processing of Dekko Data from End-Users by Dekko as set out herein and in the Dekko Privacy Policy; (b) obtain applicable End-User consent with respect to the use of third-party cookies and similar tools by Dekko; (c) make any necessary notifications to any relevant data protection authorities.

The Parties shall, during the term of this Agreement cooperate to find suitable solutions on how to process personal data in accordance with and in compliance with the General Data Protection Regulation (Regulation (EU) 2016/679), entering into force in 2018, if applicable during the term of the Agreement.

7.2 Data Processing

In case Dekko or Customer processes personal data on behalf of each other as data controller (“Controller”) or data processor (“Processor”):

a) the Controller acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer and the Users are located in order to provide the Dekko Services and perform the Parties obligations under this Agreement, unless otherwise instructed by Controller. All international transfers of personal data shall comply with requirements set out in applicable laws;
b) unless otherwise agreed, the Controller authorizes Processor to use subprocessors for the processing of the personal data for the provision and use of the Dekko Services agreed upon;
c) Processor shall ensure that the Processor employees or other persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
d) Processor assists the Controller by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Controller’s obligation to respond to requests for exercising the data subject’s rights under applicable law;
e) Processor reasonably assists the Controller in ensuring compliance with data security obligations set out in applicable laws taking into account the nature of processing and the information available to Processor;
f) makes available to Controller information necessary to demonstrate compliance with applicable data protection laws;
g) Processor shall process the personal data only in accordance with the terms of this Agreement and any lawful and documented instructions reasonably given by the Controller from time to time;
h) each Party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage to ensure the level of security required under applicable laws and the rights of the data subjects; and
i) all personal data processed by Processor shall be anonymized or deleted upon the expiry or termination of this Agreement, unless otherwise required by applicable law.

 

8 Provision of Dekko Services

8.1 Availability

Customer understands that the Dekko Services may be inaccessible, unavailable or inoperable for any reason including maintenance. Dekko shall at all times have the right to temporarily suspend the provision of the Dekko Services.

The Customer acknowledges that interruptions to the availability of the Dekko Services may also occur, for example, in the event of data connection or network disruptions or in case of interruptions in third-party services. Dekko shall in no event be liable for such interruptions.

8.2 Changes in Dekko Services

Dekko may under its sole discretion at any time modify and update the Dekko Services or a part thereof and may cease to provide the same. Dekko reserves the right to implement new versions of the Dekko Services.

 

9 Fees and Payment

9.1 Service Fees

In return for Customer’s use of the Dekko Services, the Customer shall pay the Service Fees to Dekko applicable to the Subscription Period as separately agreed between Customer and Dekko on the Order or otherwise. Unless otherwise agreed, fees applicable to Development Services shall be Dekko’s hourly fee as set out in Dekko’s price list in force from time to time.

Unless otherwise agreed, Customer shall reimburse Dekko for the cost of special licenses, materials and services required for the performance of the Development Services as well as travel costs as reasonably incurred by Dekko in connection with the performance of the Development Services under this Agreement, including actual costs of transportation, and reasonable expenses for accommodation.

The Customer may upgrade its version of the Dekko Services at any time during a Subscription Period. Dekko shall promptly charge any applicable Service Fees from Customer resulting from such upgrade. Downgrades of the Dekko Services shall enter into force after the expiry of the Subscription Period during which the downgrade was made.

All prices are exclusive of VAT and any other applicable taxes or fees/payment charges imposed by public authorities or financial institutions from time to time. Such taxes and fees shall be added to the prices and be borne by the Customer.

All payments made in accordance with this Agreement are non-refundable. For clarity, in the event of early termination during a Subscription Period, the Customer shall not be entitled to a refund of any prepaid fees.

9.2 Payment terms

Payment for each Subscription Period shall be made in advance. Payment shall be made by the Customer against invoice issued by Dekko, or through the use of a credit card by using a payment service provided by a third party service provider.

All fees for Development Services will be invoiced by Dekko upon the acceptance of the Work Product as set out herein.

The payment term is 14 days net from the date of invoice.

Notices relating to invoices or payments hereunder shall be given in writing within 7 days from the date of receipt of the relevant invoice.

Interest on overdue payments shall be payable according to the Finnish Interest Act. The Customer shall be responsible for the reasonable costs incurred by Dekko when collecting overdue fees.

Without prejudice to its other rights, Dekko may temporarily disable the Customer’s and the Users’ access to the Dekko Services in the event the Customer has overdue payments in excess of 30 days.

9.3 Price adjustments

Dekko shall be entitled to adjust the fees and charges of the Dekko Services at any time by 30 days prior notice. The change shall not affect the fees and charges for Subscription Periods commenced before the effective date of the change.

 

10 Confidentiality

Either Party shall not disclose to third parties any material or information received from the other Party and marked as confidential or which should be understood to be confidential, and shall not use such material or information for any other purposes than those stated in this Agreement.

The confidentiality obligation shall, however, not be applied to material and information, (a) which is generally available or otherwise public; or (b) which the Party has received from a third party without any obligation of confidentiality as verifie by the written records of such Party; or (c) which a Party has independently developed without using material or information received from the other Party as verified by the written records of such Party; (d) which a Party is obligated to disclose due to applicable mandatory laws, public authority regulations or court orders. In case of disclosure due to (d), the Party much promptly inform the other Party of such disclosure.

The rights and responsibilities under this Section 10 shall survive the expiry or termination of this Agreement for a period of 5 years.

 

11 Intellectual Property Rights

All Intellectual Property Rights in or related to the Dekko Services and thereto related documentation and all parts and copies thereof shall remain exclusively vested with and be the sole and exclusive property of Dekko and/or its subcontractors/licensors.

Except as expressly stated herein, this Agreement does not grant the Customer any Intellectual Property Rights in the Dekko Services and all rights not expressly granted hereunder are reserved by Dekko and its subcontractors/licensors.

 

12 Intellectual Property Infringements

Dekko agrees that, if notified promptly in writing of and given sole control of the defence and all related settlement negotiations and reasonable assistance from the Customer if necessary, it will defend the Customer against any claim that the Dekko Services infringes the Intellectual Property Rights of a third party.

Dekko shall pay any resulting costs and damages finally settled or awarded by a court with respect to any such claims to the third party in question. At any time if Dekko deems that any part of the Dekko Services infringes the Intellectual Property Rights of any third party, Dekko has the right at its own expense to modify/replace the Dekko Services to eliminate the infringement or procure to Customer a right to use the Dekko Services. If this is not reasonably possible, Dekko may terminate the Agreement.

Dekko shall, however, not be liable for any infringement or claim thereof in the event the claim (i) is made by any affiliates of the Customer; (ii) resulted from the Customer’s or a Customer’s subcontractor’s/supplier’s use or modification of or addition to the Dekko Services or by the materials provided by Customer to Dekko (such as Customer Data); (iii) is due to the use of Dekko Services in conjunction with any other third-party software for which Customer has not obtained Dekko’s written approval; or (v) which could have been avoided by using a patch, upgrade or otherwise amended version of the Dekko Services.

This section 12 contains Dekko’s entire liability and Customer’s sole and exclusive remedy in case of Intellectual Property Rights infringements.

 

13 No Warranty

To the extent permitted by applicable law, the Dekko Services are provided “as is” without warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, or accuracy or reliability of results from use of the Dekko Services, that the Dekko Services will meet specific requirements, that the Dekko Services will be uninterrupted, completely secure, free of software errors, defects and failures.

 

14 Limitation of liability

To the maximum extent permitted by applicable law, Dekko is not liable to Customer for any lost profits, or for indirect or consequential damages. Dekko’s total aggregate liability under or in connection with this Agreement shall be limited to the average monthly fees paid by the Customer for the Dekko Services multiplied by 6.

These limitations of liability shall not apply in cases of intentional misconduct or gross negligence.

 

15 Termination

This Agreement shall enter into force as of the signature or acceptance of this Agreement. The Agreement shall remain in force for the term of the acquired Subscription Period, whereupon the Agreement shall automatically renew for an additional equally long Subscription Period at the list price in effect at the time of renewal, unless the Customer as given Dekko a notice of nonrenewal prior to the expiry of the ongoing Subscription Period, upon which the cancellation will take effect the day after the last day of the current Subscription Period.

Dekko may terminate the Agreement without cause at any moment, with a 14 days’ prior notice.

A Party may terminate this Agreement with immediate effect if the other Party substantially breaches the provisions of this Agreement.

The provisions of this Agreement which by their nature reasonably should survive the
termination or other expiration of this Agreement/Subscription Period shall survive any expiration or termination of this Agreement/Subscription Period.

 

16 Miscellaneous

16.1 Notices

Any notice or other written communication to be given by the Customer under this Agreement shall be in English and sent by email to to the email address indicated in the Order.

Any notice or other written communication to be given by Dekko under this Agreement shall be in English and sent by email to the email address indicated in the Order.

If either Party is to change their respective contact details, the other Party shall be informed thereof in advance.

16.2 Subcontractors

Dekko shall be entitled to use subcontractors, including third party software suppliers, for the provision of the Dekko Services. Dekko shall be liable for the subcontractors’ work and services in the same manner as for its own work and services.

16.3 Reference Use

Customer agrees that Dekko may use the Customer’s name and logo to identify the Customer as a customer of Dekko as part of a general list of Dekko’s customers for use and reference in Dekko’s promotional and marketing materials.

16.4 Export Restrictions

The Customer agrees to comply with any export restrictions in force in any jurisdiction that may be applied to the provision of the Dekko Services hereunder.

16.5 Entire Agreement

This Agreement supersedes all prior agreements, arrangements, and understandings between the Parties relating to the subject matter hereof, and constitutes the entire agreement between the Parties relating to the subject matter hereof.

16.6 Severance

If any provision of this Agreement is declared by any judicial or other competent authority to be void, illegal or otherwise unenforceable, the remaining provisions of this Agreement shall remain in full force and effect.

16.7 Headings

Headings used in this Agreement are for convenience only and do not alter the meaning or interpretation of any provision herein.

16.8 Assignment

Dekko shall be entitled to assign all or any of its rights or obligations hereunder in whole or part to an affiliate or successor or to a purchaser or acquirer of its business assets relating to the Dekko Services without the Customer’s prior consent.

The Customer shall not be entitled to assign any of its rights or obligations hereunder in whole or part without the prior written consent of Dekko.

16.9 Amendments

Dekko is entitled to amend this Agreement by providing the Customer with at least 30 days prior notice. If the Customer does not accept the change made by Dekko to this Agreement, the Customer has the right to terminate the Agreement by notifying Dekko thereof in writing prior to the effective date of such change.

16.10 Force Majeure

Both Parties shall be excused and shall not be responsible for any failure to comply with the terms of the Agreement due to causes beyond their control or the control of their suppliers, including but not limited to war, insurrection, riot or other civil disobedience, quarantine restriction, labour dispute except within either Party’s organisation, failure or delay in transportation, accidents, flood, earthquake, fire, storm or other act of God, act of any government or any agency thereof, judicial action or act.

Where a Party’s performance is prevented for a period in excess of 3 months due to an event as stated above, either Party shall be entitled to terminate the Agreement in writing without any obligation to pay compensation.

16.11 Applicable law and dispute resolution

This Agreement shall be governed by and construed in accordance with the laws of Finland, except for its provisions on choice of law.

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 number of arbitrators shall be one. The seat of arbitration shall be Helsinki, Finland.

With respect to any violation by the Customer of any Intellectual Property Rights and/or confidential information of Dekko and/or payment obligations against Dekko under this Agreement, Dekko shall have the right, at its sole discretion, to seek remedies in public courts within any relevant territory.