Terms and Conditions of Stealth Black Oy’s Services

Stealth Black Oy (FI31383892)
Published: Oct 15th, 2021
Last reviewed: Sep 1st 2023

General

These terms and conditions (“Terms”) are a legal contract between you and/or the entity or company that you represent (“you” or “your”) and Stealth Black Oy (“Stealth Black”, “us”, “we”, “our”), and govern your use of all the text, data, information, software, graphics and other content (collectively “Materials”) that we and our affiliates may make available to you, as well as our proprietary sales assistance service Zefram (the “Service”) and application programming interface (the “API” and collectively with the Service, the “Platform”) that we may provide through any of our websites or mobile applications.

Please read these terms carefully before browsing our website and/or using our Platform. By registering for, accessing, browsing, and/or otherwise using our website and/or our Platform you acknowledge that you have both read and accepted these terms.

If you do not agree to be bound by these terms, do not access, browse, or otherwise use our website or the Platform.

Changes

We may modify, suspend or discontinue our website, the Materials and/or elements of the Platform at any time and without notifying you. We may also change, update, add or remove provisions of these Terms from time to time. Because everyone benefits from clarity, we will inform you of any such modifications to these Terms by posting them on our website and, if you have registered with us, by describing the modifications to these Terms in an email that we will send to the address that you provided during registration. To be sure we properly reach your email inbox, we just ask that you let us know if your preferred email address changes at any time after your registration by logging in and updating your account.

If you object to any modifications to these Terms or the Platform, your sole recourse shall be to cease using this website, the Materials and the Platform. Continued use following notice of any such modifications indicates that you acknowledge and agree to be bound by the modifications.

Also, please know that these Terms may be superseded by expressly designated legal notices or terms located on particular pages of our websites. These expressly designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded. These Terms may also be superseded by an express written agreement between you and Stealth Black Oy.

General Use

We invite you to use our websites and Platform solely for your internal business purposes (“Permitted Purposes”). In these Terms we are granting you a limited, personal, non-exclusive and non-transferable license to use and to display internally certain Materials and, if applicable, to access and use the Service and/or API; your right to do so is conditioned on your compliance with these Terms.

You have no rights in our websites, any Materials or the Platform other than as stated in these Terms and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of our Materials in any manner. If you make copies of any of our Materials while engaging in Permitted Purposes then we ask that you be sure to keep on the copies all of our copyright and other proprietary notices as they appear on the Materials.

Unfortunately, if you breach any of these Terms the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials (and any copies thereof).

Password Restricted Areas of Our Websites

We are happy to have you visit our websites! You are allowed to browse it even without registering.

However, in order to use the Platform and to access certain password-restricted areas and Materials on our websites, you must successfully register an account with us.

If you want an account with us, you must either sign a contract with us as an entity/company and provide us with the following user information, or submit the following information through the account registration page:

A working email address
First and last name
Job title
Company
Phone number and
Password

In case you are about to create an account via the self-service channel, you might also be required to provide credit card information.

Once you submit the required registration information, we alone will determine whether or not to approve your proposed account. If approved, you will be permitted to log in to your account with your new user name and password. If your Subscription (as defined below) includes access to the API we will issue you a unique API key (as more particularly described in the documentation, the “API Key”), which must be referenced in your API calls. For so long as you use the account, you agree to provide true, accurate, current, and complete information which can be accomplished by logging into your account and making relevant changes directly, though if you wish to change the email address associated with your account, you must contact us using the below contact information and we can make the changes for you.

All personal information that you provide about yourself will be governed by our Privacy Policy and you consent to all actions that we take with regard to your personal information that are consistent with our Privacy Policy. And, if you forget your password – no worries as we will happily send a password update to your provided email address.

You are responsible for complying with these Terms when you use our websites and the Platform, whether directly or through any Subscriber Application (as defined below). Because it is your account, it is your job to obtain and maintain all equipment and services needed for access to and use of our website and the Platform as well as paying related charges. It is also your responsibility to maintain the confidentiality of your password(s) and API Keys. You agree not to share your password, let others access or use your account, or do anything else that might jeopardize the security of your account. Should you believe your password or security for the Platform has been breached in any way, you must immediately notify us.

Using the Platform

If you have an account with us and have a current Subscription (as defined below) to use the Service, then subject to your compliance with these Terms, including, without limitation, your payment of all applicable fees, we hereby grant you a limited, revocable, non-transferable non-exclusive, non-sublicensable license to:

access the Service and internally display the Materials accessible therein, solely for your internal business purposes
collect, store and organize Client Data (as defined below in Clause “Client Data”), such as add new contact persons and organizations, create pipelines, add stages into these pipelines, generate reports based on Cliend Data, add deals into stages and monitor them, add products to be offered for sale to persons and organizations, add new users and grant them authorizations, assign tasks to particular user
modify and delete Client Data
customize the standard features or functionality of the System
receive reasonable help and guidance from us regarding the use of the Platform

If your current subscription permits you to export certain Materials, then subject to your compliance with these Terms, including, without limitation, your payment of all applicable fees, we hereby grant you an additional limited, revocable, non-transferable non-exclusive, non-sublicensable license to export and display such Materials in the manner and file format(s) that we permit. You may use such exported Materials solely for your internal business purposes and agree that you will not disclose the exported Materials to any third parties or publish the Materials in any manner accessible to third parties. Upon termination of this agreement or your Subscription you must immediately delete and/or destroy the exported Materials and any copies thereof in your possession or control.

If your current Subscription permits you to use the API, then subject to your compliance with our API documentation (“Documentation”) and these Terms, including, without limitation, your payment of all applicable fees, we hereby grant you an additional limited, revocable, non-transferable non-exclusive, non-sublicensable license to access and use the API and the Documentation for the sole purpose interfacing with the Platform and providing Materials to your web-based applications (each a “Subscriber Application”), solely for your own internal business use, and not for timesharing, application service provider or service bureau use.

You acknowledge and agree that your use of the API may be subject to volume and other restrictions imposed by us from time to time. We may monitor your use of the API to ensure quality, improve our products and services, and verify your compliance with these Terms and the Documentation.

Each Subscriber Application must maintain 100% compatibility with the Platform. If any Subscriber Application implements an outdated version of the API you acknowledge and agree that such Subscriber Application may not be able to communicate with the Service. You understand that we may cease support of old versions of the API.

Except for the foregoing licenses, you have no other rights in the Platform and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Materials or Platform in any manner. All rights not granted in these Terms are reserved.

Use and Availability of the Platform

The Platform may be unavailable at certain times, including during any unanticipated or unscheduled downtime or as a result of system failures or force majeure events. If you have a current Subscription, we will use commercially reasonable efforts to provide you with information regarding any such interruptions and the restoration of the use of, and access to, the Platform following any interruption.

You acknowledge and agree that we obtain data for the Service both from third parties and from open/public sources and that such sources may become temporarily or permanently unavailable. We believe such sources and data to be reliable but we have not necessarily verified the accuracy or completeness of such data. We reserve the right to modify and update the Service from time to time, including the addition and removal of data elements and Materials provided in connection with the Service.

We may temporarily or permanently suspend your access to any portion or all of the Platform if we reasonably determines that: (a) there is a threat or attack on the Platform (including a denial of service attack) or other event that may create a risk to the Platform or users of the Platform; (b) your use of the Platform disrupts or poses a security risk to the Platform or any other user of the Platform, may harm our systems, or may subject us or any third party to liability; (c) you are using the Platform for fraudulent or illegal activities; (d) you are using the Platform in breach of these Terms (including, without limitation, using the data other than for internal purposes); (e) you have ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; or (f) there is an unusual spike or increase in your use of the Platform (collectively, “Service Suspensions”).

If you are an affected subscriber, we will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to you. We will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any Service Suspension.

You hereby agree to notify us if you become aware that the Platform or any part thereof is being used for any illegal or unauthorized purpose.

Client Data

If you upload files and/or any other digital data and information, which is subjected to the Platform or otherwise inserted to the Platform by you (including the specific users, products, persons, companies associated with your account) (“Client Data”), such data and any processing of such data must be in compliance with these Terms and applicable law. All rights, title, and interest in and to the Client Data belong to you or third persons (including users and entities/organizations) whether posted and/or uploaded by you or made available on or through the Platform by us.

By uploading Client Data to the Platform, you authorize us to process that data. You are responsible for ensuring that:

you and any of the users associated with the account do not create, transmit, display or make otherwise available any Client Data that violates the terms of these Terms, the rights of Stealth Black Oy, other accounts or users, persons or entities/companies, or is harmful (for example viruses, worms, malware and other destructive codes), offensive, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful or otherwise unlawful and
you have the necessary rights to use the Client Data, including inserting it into the Platform and process it by means of your account.

We do not guarantee any accuracy with respect to any information contained in any Client Data, and strongly recommend that you think carefully about what you transmit, submit, or post to or through the Platform. You understand that all information contained in Client Data is the sole responsibility of the person from whom such Client Data originated. This means that you, and not us, are entirely responsible for all Client Data that is uploaded, posted, transmitted, or otherwise made available through the Platform, as well as for any actions taken by us or other accounts and users as a result of such Client Data.

We are not obliged to pre-screen, monitor, or filter any Client Data or acts of its processing by you in order to discover any unlawful nature therein. However, if such unlawful Client Data or the action of its unlawful processing is discovered or brought to our attention or if there is reason to believe that certain Client Data is unlawful, we have the right to:

notify you of such unlawful Client Data
deny its publication on the website or its insertion to the Platform
demand that you bring the unlawful Client Data into compliance with these Terms and applicable law
temporarily or permanently remove the unlawful Client Data from the website or account, restrict access to it or delete it.

If we are presented convincing evidence that the Client Data is not unlawful, we may, at our sole discretion, restore such Client Data, which was removed from the website or account or access to which was restricted.

In addition, in the event we believe in our sole discretion Client Data violates applicable laws, rules or regulations or these Terms, we may (but have no obligation), to remove such Client Data at any time with or without notice.

Without limiting the generality of the preceding sentence, Stealth Black Oy complies with the Digital Millennium Copyright Act and will remove Client Data from the Platform upon receipt of a compliant takedown notice.

Stealth Black Oy as the data processor will assist you as the data controller in meeting your obligations under Regulation (EU) 2016/679, providing subject access, and allowing data subjects to exercise their rights under Regulation (EU) 2016/679.

We may disclose your confidential information to the extent compelled by law to do so. In such instance, we will use commercially reasonable efforts to provide you with prior notice of the compelled disclosure (to the extent legally permitted) and you shall provide reasonable assistance, at its cost, if you wish to contest the disclosure. If we are compelled by law to disclose your confidential information as part of a civil proceeding to which we are a party, and you are not contesting the disclosure, you will reimburse us for its reasonable cost of compiling and providing secure access to that confidential information.

Payments

You agree to pay all applicable fees related to your use of our websites and/or the Platform, all of which are described fully on our site or as otherwise communicated by us. All payments will be made in Euros. We may suspend or terminate your account and/or access to the Platform and our websites if your payment is late and/or your offered payment method (e.g., credit card) cannot be processed.

By providing a payment method, you expressly authorize us and/or our third-party payment processor to charge the applicable fees on said payment method as well as taxes and other charges incurred thereto at regular intervals, all of which depend on your particular membership and utilized services. A separate written agreement on how billing is handled is also considered as a payment method. You agree that we may invoice you any unpaid fees.

When you sign up for a subscription to use the Platform (“Subscription”) and authorize us to charge the applicable fees, we will charge your credit card or send an invoice for your first fee on the date that we process the order for your Subscription (or if you sign-up for a Subscription that includes a free-trial period, we will charge your credit or debit card or send an invoice for your first Subscription fee upon your transition to a paid Subscription).

IMPORTANT NOTICE: Unless otherwise agreed with an express written agreement between you and Stealth Black Oy, unless you cancel prior to the expiration of your current Subscription, we will automatically renew your Subscription on each monthly or yearly (depending on your Subscription) anniversary of the date that we charged your credit card for the first Subscription fee or when the first Subscription period was agreed to begin or when the first invoice was dated, and we will charge you with the applicable renewal Subscription fee and any Taxes (as defined below) that may be imposed on such fee payment. Subscriptions can be canceled at any time prior to the renewal date.

You may cancel your membership by sending a free-form but undisputed notice of cancellation to info@stealth.black; provided that any Subscription fees charged prior to the effective date of cancellation will not be refunded, in whole or in part.

All fees are exclusive of any applicable sales, use, import or export taxes, duties, fees, value-added taxes, tariffs or other amounts attributable to your use of the Platform (collectively, “Taxes”). You are solely responsible for the payment of any such Taxes. In the event we are required to pay Taxes on your behalf, you shall promptly reimburse us for all amounts paid.

Electronic Communications

By using our website and/or the Platform, you consent to receive electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the website and/or Platform. These electronic communications are part of your relationship with us.

You agree that any notices, agreements, disclosures, or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.

Privacy Policy

We respect the information that you provide to us, and want to be sure you fully understand exactly how we use that information. So, please review our Privacy Policy (“Privacy Policy”) which explains everything and forms a part of these Terms.

Links to Third-Party Sites

We think links are convenient, and we sometimes provide links from our websites and the Platform to third-party websites. If you use these links, you will leave our website. We are not obligated to review any third-party websites that we link to, we do not control any of the third-party websites, and we are not responsible for any of the third-party websites (or the products, services, or content available through any of them). Thus, we do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there, or any results that may be obtained from using them.

If you decide to access any of the third-party websites linked from our website or the Platform, you do this entirely at your own risk and you must follow the privacy policies and terms and conditions for those third-party websites. Certain areas of our websites may allow you to interact and/or conduct transactions with one or more third-party websites, and, if applicable, allow you to configure your privacy settings in that third-party website account to permit your activities on our website or the Platform to be shared with your contacts in your third-party site account.

Unauthorized Activities

To be clear, we authorize your use of our website and the Platform only for Permitted Purposes or as otherwise permitted under these Terms. Any other use beyond such purposes is prohibited and, therefore, constitutes unauthorized use of our websites and Platform. This is because as between you and us, all rights in our websites and Platform remain our property.

Unauthorized use may result in violation of various Finnish and international copyright laws. Because we prefer keeping this relationship drama-free, we want to give you examples of things to avoid. So, unless you have written permission from us stating otherwise, you are not authorized to use our websites or the Platform in any of the following ways (these are examples only and the list below is not a complete list of everything that you are not permitted to do):

For any public or commercial purpose which includes the use of our website or any element of the Platform on another site or through a networked computer environment
In a manner that modifies, publicly displays, publicly performs, reproduces or distributes any of Materials, the Service, or the API
In a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law
To stalk, harass, or harm another individual
To exploit, harm, or attempt to exploit or harm minors
To send, knowingly receive, upload, download, use or re-use any material through our websites without our prior written content, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation
To modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of our websites or the Platform, or cause others to do so
To impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity
To interfere with or disrupt the Platform or the servers or networks connected to the Platform
To use any data mining, robots, or similar data gathering or extraction methods in connection with the Platform
Attempt to use the Platform in a way that is intended to avoid incurring fees or exceeding usage limits
Attempt to gain unauthorized access to any portion of our websites and/or the Platform, or any other accounts, computer systems, or networks associated with the Platform, whether through hacking, password mining, or any other means

You alone are responsible for any violation of these Terms by you or anyone you permit to use your account. You agree to indemnify and hold us and our officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defence) that we or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third-party that your Subscriber Application, your use of any part of the Platform, or the use of any part of the Platform by any person using your account (including without limitation, any of your Submissions) violates any applicable law, regulation, or the copyrights, trademark rights or other rights of any third-party. We reserve the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with our defence of such claim.

Proprietary Rights

The Platform and all Materials are protected by copyright, trademark, and other laws of Finland and foreign countries. Except as expressly provided in these terms, we and our licensors exclusively own all right, title and interest in and to the Platform, all Materials, and all intellectual property rights therein, including, but not limited to: (i) the information, features, text, content, files, graphics, art work, icons, audio, sounds, copyrighted text, works of authorship, descriptions, and user and visual interfaces; (ii) the Platform; (iii) the design, appearance, structure, selection, coordination, expression, look and feel, and arrangement of the Platform; and (iv) the domain names, trademarks, service marks, proprietary logos and other distinctive brand features found on, or in, our websites and the Platform.

You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying our websites, the Platform or any part thereof.

Disclaimer of Warranties

The Platform and all materials provided in connection with our websites and the Platform is provided strictly on an “AS IS” basis. We do not warrant the completeness or accuracy of data provided, and you should independently verify such information.

Data provided on or through our websites or the platform is for general information only, and does not constitute investment advice. Nothing on or received through our platform constitutes either an offer to sell or an offer to purchase securities.

All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, title, fitness for a particular purpose, satisfactory results, or non-infringement of intellectual property rights are hereby disclaimed to the maximum extent permitted by applicable law by Stealth Black Oy, our suppliers and our licensors.

Without limiting the generality of the foregoing, we make no warranty that your use of our websites or the platform will be uninterrupted, timely, secure, or error free or that defects will be corrected. No advice or information, whether oral or written, obtained by you through this website or from us or our subsidiaries/other affiliated companies shall create any warranty. We disclaim all equitable indemnities.

Limitation of Liability

Your exclusive remedy and our and our suppliers’ and licensors’ total aggregate liability relating to, arising out of, in connection with, or incidental to these terms, whether for breach of contract, breach of warranty or any other claim shall not exceed the aggregate amounts paid by you and received by us hereunder during the twelve months immediately preceding the applicable claim. The existence of multiple claims or suits under or related to this agreement will not enlarge or extend this limitation of damages. The provisions of this section do not waive or limit our ability to obtain injunctive or other equitable relief for breach of these terms.

In no event will we be liable for any special, consequential, incidental, indirect or punitive damages, or lost profits or lost revenue arising out of or related to the subject matter of these terms or the use of or inability to use the Platform. The foregoing exclusion and liability limitations apply even if such we have been advised of the possibility of such damages.

Local Laws, Export Control

We control and operate the Platform from our headquarters in Finland and the entirety of the Platform may not be appropriate or available for use in other locations. If you use our websites or the Platform outside Finland, you are solely responsible for following applicable local laws.

Feedback

Any submissions by you to us (e.g., comments, questions, suggestions, materials – collectively, “Feedback”) through any communication whatsoever (e.g., call, fax, email) will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that we are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

Mobile Application

We make available a Mobile Application that permits users to access the Service via a mobile device. To use the Mobile Application you must have a mobile device that is compatible with the mobile service. We do not warrant that the Mobile Application will be compatible with your mobile device.

Subject to the terms and conditions contained herein, we hereby grant to you a non-exclusive, non-transferable, revocable license to use an object code copy of the Mobile Application for one registered Account on one mobile device owned or leased solely by you, solely for your use in accessing and internally displaying the Materials (as defined below). You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Application, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Application to any third-party or use the Mobile Application to provide time-sharing or similar services for any third-party; (iii) make any copies of the Mobile Application; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Application, features that prevent or restrict use or copying of any content accessible through the Mobile Application, or features that enforce limitations on use of the Mobile Application; or (v) delete the copyright and other proprietary rights notices on the Mobile Application.

You acknowledge that we may from time to time issue upgraded versions of the Mobile Application, and may automatically electronically upgrade the version of the Mobile Application that you are using on your mobile device. You consent to such automatic upgrading on your mobile device and agree that these Terms will apply to all such upgrades.

The foregoing license grant is not a sale of the Mobile Application or any copy thereof, and we and our third-party licensors or suppliers retain all rights, title, and interest in and to the Mobile Application (and any copy of the Mobile Application). Standard carrier data charges may apply to your use of the Mobile Application.

General

We think direct communication resolves most issues – if we feel that you are not complying with these Terms, we will tell you. We will even provide you with recommended necessary corrective action(s) because we value this relationship.

However, certain violations of these Terms, as determined by us, may require immediate termination of your access to our websites without prior notice to you. Any disputes relating to these Terms or the Platform will be heard in courts located in Finland. If any of these Terms are deemed inconsistent with applicable law, then such term(s) shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. By choosing not to enforce any of these Terms, we are not waiving our rights. These Terms are the entire agreement between you and us and, therefore, supersede all prior or contemporaneous negotiations, discussions, or agreements between you and us about this website and the Platform. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability, and general provisions shall survive any termination of these Terms.

Contact Us

If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at info@zefram.com.

Please note that, per these revised Terms, the terms of applicable express written agreements between you and Stealth Black Oy will supersede these online Terms until those express written agreements are modified in accordance with their terms.