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TERMS OF SERVICE

 

1. Scope and background of agreement

Mehackit Atelier is an online education and learning platform available at atelier.mehackit.org and provided by Mehackit Oy (hereinafter “Mehackit” or “we”) for the purpose of providing cross-disciplinary creative technology courses for educators and students.

By registering to the Mehackit Atelier platform and online service, the individual or the organization registering to the service will be bound by these Terms of Service (hereinafter the “Terms” or “Agreement”) with Mehackit.

By finalizing the registration, you hereby warrant to have the required authority to registrate to the Service independently or on behalf of the business entity or other organization you are representing. If you are representing the Customer Organization (as defined below), you commit to the service fees on behalf of the Customer Organization.

You shall read this Agreement with due care. By finalizing the registration to the Service, you accept the terms of this Agreement in their entirety as part of the registration procedure. By clicking the box referring to this Agreement in the Service, a binding contract is formed either a) between Mehackit and you if you are registering to the Service on your own behalf or b) between Mehackit and the Customer Organization if you are the Main User (as defined below) of the Customer Organization.

Mehackit and the Customer are individually referred to as a “Party” and collectively the “Parties”.

2. Definitions

Main User

Customer Organization’s main user of the Service and duly authorized representative of the Customer Organization who
  1. has e.g. the right to conclude agreements on behalf of the Customer Organization,
  2. has the right to grant staff user rights to the Staff Users and learner user rights to the Learner Users,
  3. is responsible for the distribution of staff user rights and learner user rights in a Customer Organization and
  4. is responsible for the Customer Organization’s other users’ use of the Service.

Confidential Information

any information and materials in any form that have been marked confidential or that are to be considered trade secrets or otherwise confidential information of a Party, for example information concerning the business of a Party or a third party (such as an end customer of a Party) as well as technical, commercial and financial information.

Course

a technology course provided by Mehackit through the Service in which the Users may participate provided that they fulfill certain requirements.

Course Fee

a fee payable by Customer for the Courses available through the Service which are subject to a charge. The applicable Course Fees are informed in connection with the relevant Course descriptions available on the Service.

Customer

either the Private Customer or the Customer Organization being a Party to this Agreement.

Customer Content

any software, documents, information, items, communication and materials in any form, which are available on the Service for the use of the User either after the registration to the Service or after the enrolment for the relevant Course and after the payment of the Course Fee, if applicable. For clarity, in addition to the materials provided by Mehackit, Customer Content may include Customer Materials and materials in any form provided and uploaded by other educator users and student users of the Service.

Customer Materials

any software, documents, information, items and materials in any form, which are provided to the Service by the User.

Customer Organization

business entity or another organization which has registered to the Service and is a Party to this Agreement, if applicable.

Intellectual Property

any registered and unregistered intellectual property rights, including without limitation patents, designs and trademarks, as well as copyrights, know-how, trade-secrets and Confidential Information.

Learner User

an individual to whom the Staff User or the Main User has granted access rights to the Service.

Private Customer

an individual who has registered to the Service on his/her own behalf and is a Party to this Agreement, if applicable.

Project Materials

any software, source code, documentation, information and other materials in any form relating to the project works created by the User in connection with the Courses and forming a part of the Customer Materials. For clarity, Project Materials refer solely to materials made available by the User for other users of the Service.

Service

online education and learning platform available at atelier.mehackit.org through which the Courses are provided and participated in and the use of which is governed by this Agreement.

Staff User

representative of the Customer Organization to whom the Main User has granted access rights to the Service and who is entitled to grant learner user rights to the Learner Users.

User or you

any authorized educator or learner user of the Service who accepts these Terms in connection with the registration to the Service i.e. a) Main User; b) Staff User, c) Learner User or d) Private Customer.

3. Use of the Service

Subject to compliance with the terms agreed herein, Mehackit grants and the User hereby accepts a limited, non-exclusive, non-transferable, and non-sublicensable right to use the Service and the content available through the Service during the term of this Agreement for the purposes set out herein.

When registering to the Service you shall provide accurate and complete registration and other information to Mehackit as requested by Mehackit.

4. Authorized Users

In connection with the registration to the Service by the Main User, the Customer Organization is granted an administration account with a user name and a password. The Main User is entitled to invite individuals within the Customer Organization as Staff Users and Learner Users by sending an access link to their email addresses. The Staff Users to whom the Main User has granted the access rights to the Service are entitled to invite Learner Users to the Service by sending an access link to their email addresses. Only individuals authorized by the Main User or the Staff Users are allowed to access and use the Service. The Main User is entitled to invite Staff Users and Learner Users exclusively from Customer Organization’s own organization and shall not provide access to the Service to any third parties. For clarity, the administration accounts of the Main User and the Staff Users relate solely to our customer organizations and not to our private customers.

Unauthorized use is strictly prohibited, and the User shall be responsible for any unauthorized use of the Service conducted with the username and/or password given to the User.

You shall use all reasonable endeavors to prevent unauthorized access to or use of your administration or user account. In the event of or if you have reason to suspect any unauthorized access or use of your administration or user account, or if your password has been revealed to a third party, you shall promptly notify Mehackit thereof.

5. Subscription model

Certain features and materials of the Service become available to you through registration to the Service. Such features and materials are free-of-charge.

The Customer Content relating to the Courses become available to you after the acceptance of your enrolment for the relevant Course by Mehackit and after the payment of the relevant Course Fee in connection with the enrolment, if applicable. Each Course description includes the requirements you are recommended to meet prior to participating in a Course.

Mehackit may offer free vouchers or other free or discounted subscriptions to Courses subject to a Course Fee but Customer agrees and acknowledges that some features or materials of such Courses may not be available in the free or discounted versions. These features and materials require payment before Customer can access them. Mehackit reserves the right, at its sole discretion, to determine Customer’s eligibility for such free vouchers or other free or discounted subscriptions and, subject to applicable laws, to withdraw or to modify a free voucher or other free or discounted subscription to a Course subject to a Course Fee at any time without prior notice and with no liability.

Unless separately agreed between the Parties, you are not entitled to receive, inter alia, customer support services, consultation services or integration or implementation services.

6. Payment of the Course Fees and Certificate Fees

The Customer shall pay the applicable Course Fee in accordance with the payment terms set out below:

Payment by credit card

The applicable Course Fee may be paid by credit card. Payment of the Course Fee shall be conducted with a valid credit card by submitting the relevant credit card information, as required on the Service, in connection with the enrolment for the Course subject to a Course Fee. If a payment cannot be charged successfully, due to e.g. expiration of the registered credit card or insufficient funds and Customer does not provide Mehackit with valid credit card information, Mehackit has the right to suspend the User’s access to the Service until valid credit card information has been provided by the Customer.

The applicable Course Fee will be charged from the Customer’s credit card. The date of the charging shall be defined on the basis of the billing cycle the Customer has chosen and the date of the commencement of the enrolment for the Course (after the free trial period, if applicable). In some cases, the payment day may change, for example if it has not been possible to charge the Customer’s Course Fee due to insufficient funds.

Payment by invoices

The applicable Course Fee may be paid by the Customer Organization against invoices issued by Mehackit provided that the Customer Organization has a valid business ID. Mehackit shall invoice the applicable Course Fees [15 days] in advance. The payment term is [15] 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 accrue according to the Finnish Interest Act. The Customer Organization shall be responsible for the reasonable costs incurred by Mehackit when collecting overdue fees.

Without prejudice to its other rights, Mehackit may temporarily disable the Customer Organization’s access to the Service in the event the Customer Organization has overdue payments in excess of 14 days.

For clarity, Private Customers may not pay the applicable Course Fees against invoices.

Refunds

All payments made in accordance with this Agreement are non-refundable.

Payment cycle

In case of payment by credit card, the Customer shall be charged the Course Fee in connection with the enrolment for the Course. In case of payment by invoice, the invoice shall be sent to the Customer Organization simultaneously with the enrolment for the Course through the Service.

7. Customer Materials and Project Materials

In connection with the use of the Service you may enter various Customer Materials into the Service.

The Intellectual Property relating to Customer Materials shall belong to the User and the User shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Materials.

However, the User hereby grants Mehackit a perpetual, non-exclusive and royalty-free right to use the Customer Materials for Mehackit’s internal purposes. Mehackit shall have the right to use such Customer Materials for e.g. updating and developing the Service and Mehackit’s software.

Furthermore, the User hereby grants Mehackit a perpetual, non-exclusive and royalty-free right to use the Project Materials for Mehackit’s marketing purposes. Mehackit shall also have a perpetual, non-exclusive and royalty-free right to keep the Project Materials available on the Service for other users registered to the Service.

You warrant that the Customer Materials uploaded by you do not contain illegal or unacceptable content, and that they are not in violation with third party intellectual property and/or other rights. You are responsible for ensuring that the Customer Materials uploaded by you do not contain viruses or other malicious or harmful code.

Mehackit shall have the right, but shall not be obliged to, monitor the Customer Materials in order to ensure compliance with the terms of this Agreement. In case Mehackit believes, in its reasonable opinion, that any Customer Materials violate this Agreement, intellectual property rights or any applicable law, Mehackit shall have the right to delete such Customer Materials.

Mehackit disclaims any responsibility for the backup and/or retention of any Customer Materials uploaded to the Service. The Service is not intended to be used as the sole storage location for Customer Materials.

8. General rights and obligations of the Parties

Customer is responsible for preparing Customer’s hardware, connections, software and data systems to meet the operating environment of the Service and for ensuring that the Service fulfils Customer’s intended purpose of use. The use of the Service requires a functioning connectivity to internet.

Misuse of the Service by you may lead to the termination of this Agreement by Mehackit or suspension or denial of access to the Service.

Mehackit may make modifications or changes to the Service at any time at its sole discretion and without notifying you thereof, provided that such changes do not materially affect you or your use of the Service. If Mehackit introduces changes materially affecting the Service (such as material changes relating to Customer Content provided by Mehackit and changes relating to Customer Materials), Mehackit will notify you thereof in advance in writing and the Main User or the Private Customer is entitled to terminate this Agreement in case the Main User or the Private Customer does not accept the changes.

9. Restrictions of use of the Service

You may use the Service only and strictly in accordance with the terms of this Agreement.

Unless otherwise permitted in this Agreement, you may not:

  1. circumvent or attempt to circumvent any usage control or anti-copy features of the Service;
  2. probe, scan or test the vulnerability of the Service;
  3. use the Service and the content available through the Service in any manner that could damage, disable, overburden or impair the Service;
  4. use any data mining, robots, scraping, or similar data gathering or extraction methods;
  5. use, sell, rent, transfer, license or otherwise provide anybody with the Service and/or the content available through the Service, except as provided herein;
  6. interfere with other users’ use and enjoyment of the Service;
  7. reverse engineer or decompile the Service or access the source code thereof, except as permitted by law;
  8. use the Service for transmitting any unauthorized advertising, promotional materials, junk mail, spam, chain letters, contests, pyramid schemes, or any other form of solicitation or mass messaging;
  9. use the Service in violation of applicable law;
  10. use the Service in ways that violate intellectual property rights, business secrets or privacy of third parties;
  11. use the Service to transmit any material that contains adware, malware, spyware, software viruses, worms or any other computer code designed to interrupt, destroy, or limit the functionality of computer software or equipment.

10. Third party services

Certain functionalities of the Service may be provided by third party service providers.

Mehackit shall not be liable to the Customer for any direct or indirect damages arising from your use of third-party services. In addition, Mehackit shall not be liable for interruptions to the availability of the services provided by third parties.

This Agreement covers exclusively the Service and the use thereof and any and all linked third-party services and platforms are provided by the relevant third parties and covered by their terms of service or other agreements or licenses. Mehackit does not assume any liability in regard to use of such third-party services and platforms, whether or not they are linked to the Service.

11. Intellectual Property

All Intellectual Property in or related to the Service and thereto related documentation (including modifications, if any and excluding Customer Materials) and all parts and copies thereof shall remain exclusively vested with and be the sole and exclusive property of Mehackit and/or its subcontractors or licensors.

Except as expressly stated herein, this Agreement does not grant the Customer or the User any Intellectual Property in the Service and all rights not expressly granted hereunder are reserved by Mehackit and its subcontractors or licensors, as the case may be.

12. Availability

Mehackit will strive to have the Service available for your use 24 hours a day, 7 days a week (“Service Hours”) during the term of this Agreement.

Notwithstanding the above mentioned, Mehackit shall have the right to temporarily suspend the provision of the Service during the Service Hours in accordance with the following, without any obligation to compensate any damages or service level failures to the Customer or User:

Mehackit shall have the right to suspend the availability of the Service for a reasonable duration due to installation, change or maintenance work of the Service or Mehackit’s network or due to severe data security risk to the Service or if required by law or public authorities. If Mehackit suspends the Service for this reason, it shall inform you of the suspension and the estimated duration thereof in advance or, if this is not reasonably possible, without undue delay after Mehackit has become aware of such occurrence.

Mehackit shall have the right to deny your access to the Service without any prior notice to you, if Mehackit suspects that you burden or use the Service in a manner which may jeopardize the availability of the Service to other users. Mehackit shall without undue delay inform you of the reasons for such denial.

You acknowledge that interruptions to the availability of the Service may also occur due to no fault of Mehackit, for example, in the event of data connection disruptions or interruptions to the availability of systems or components delivered by third parties.

13. Warranties and limitation of liability

To the fullest extent permitted by applicable law, in no event will Mehackit or its representatives be liable to the Customer, User or any third party for any damages, including, without limitation, direct, indirect, consequential or punitive damages, arising out of the use of the Service.

The Parties do not restrict their liability for any matter in respect of which, by mandatory law, it is not permitted to restrict its liability.

Mehackit has no other obligations or liabilities than those that have expressly been agreed upon in this Agreement.

Mehackit makes no warranty, express or implied with respect to the Service and any materials relating thereto and expressly disclaims any warranty of fitness for a particular purpose, merchantability, availability, accuracy or non-infringement.

Mehackit cannot warrant that the Service will always be uninterrupted or error free.

14. Personal Data

Mehackit may collect and process personal data in relation to Customer’s registration to and Users’ use of the Service, such as contact details, payment information, and identification data on Users. Mehackit processes such personal data in accordance with its Privacy Policy in force from time to time and available on Mehackit’s website at www.mehackit.org.

To the extent the Customer Materials of the Customer Organization contain personal data, the Customer Organization acts as data controller under applicable data protection laws and Mehackit processes, by providing the Services, such personal data on behalf of the Customer Organization as data processor for the purposes of this Agreement. For clarity, the following terms and conditions relating to processing of personal data by Mehackit as data processor relate solely to situations in which the Party to this Agreement and hence the Customer is a customer organization and not a private customer.

The types of personal data processed by Mehackit hereunder may include [describe the personal data that may be included in the Customer Materials] and other types of personal data contained in the Customer Materials. The data subjects whose personal data is processed by Mehackit includes primarily [add the relevant data groups] of the Customer Organization.

In case Mehackit processes personal data on behalf of User, the following terms shall apply:

  1. Mehackit shall process the personal data only in accordance with the terms of this Agreement and any lawful and documented instructions reasonably given by the Customer Organization from time to time. The Main User shall primarily use the functionalities of the Service to provide Mehackit with any instructions set out in this Section. In case the instructions cannot be provided by using the functionalities of the Service, Mehackit has the right to charge an hourly fee in accordance with its price list in force from time to time for complying with the instructions of the Customer Organization set out herein.
  2. Customer Organization’s instructions must be commercially reasonable, compliant with applicable data protection laws and consistent with this Agreement. In case Mehackit detects that any instruction given by the Customer Organization is non-compliant with Union or Member State law to which Mehackit is subject, Mehackit shall not be obliged to comply with such instruction and shall inform the User of that legal requirement.
  3. Mehackit shall ensure that the Mehackit’s employees or other persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
  4. To respond to requests from individuals exercising their rights as foreseen in applicable data protection law, such as the right of access and the right to rectification or erasure, the Main User shall primarily use the relevant functionalities of the Service. In case the Customer Organization needs further assistance in this respect, Mehackit shall provide the Customer Organization with commercially reasonable assistance, without undue delay, taking into account the nature of the processing. In case the aforementioned assistance obligations require measures or work to be performed by Mehackit, Mehackit has the right to charge an hourly fee in accordance with its price list in force from time to time for handling such assistance requests.
  5. Taking into account the nature of processing and the information available to Mehackit, Mehackit reasonably assists the Customer Organization in ensuring compliance with the obligations set out in Articles 32 to 36 of the EU General Data Protection Regulation (2016/679), including Customer Organization’s obligations to perform security and data protection impact assessments, breach notifications and prior consultations of the competent supervisory authority. In case the aforementioned assistance obligations require measures or work to be performed by Mehackit, Mehackit has the right to charge an hourly fee in accordance with its price list in force from time to time for providing such assistance.
  6. Mehackit makes available to the Customer Organization, at the Customer Organization’s request, information necessary to demonstrate compliance with the EU General Data Protection Regulation. In case the aforementioned request by Customer Organization require measures or work to be performed by Mehackit, Mehackit has the right to charge an hourly fee in accordance with its price list in force from time to time for handling such requests.
  7. The Customer Organization acknowledges that due to the nature of the Service, Mehackit cannot control and has no obligation to verify personal data the Users submit to Mehackit for processing on behalf of the Customer Organization when Users use the Service. The Customer Organization acknowledges that it shall be responsible for having a legal ground to process the personal data submitted to Mehackit for processing on behalf of the Customer Organization. Further, the Customer Organization is responsible for its lawful collection, processing and use of the personal data submitted to Mehackit for processing on behalf of the Customer Organization, and for the accuracy thereof, as well as for preserving the rights of the individuals concerned. The Customer Organization shall ensure that the relevant data subjects have been informed of, and have given their consent to, the processing as required by applicable data protection legislation.
  8. The Customer Organization gives a general authorization to Mehackit to use subprocessors for the processing of the personal data for the provision and use of the Service agreed upon.
  9. Mehackit shall carefully select its subprocessors with the diligence of a professional service provider. Mehackit ensures that the involved subprocessors are properly qualified, are under a written data processing agreement with Mehackit, and comply with data processing obligations equivalent to the ones which apply to Mehackit under this Agreement. Where a subprocessor fails to fulfil its data protection obligations, Mehackit shall remain fully liable to the Customer Organization for the performance of the subprocessor’s obligations.
  10. Mehackit may change its subprocessors. In case there is a later change of subprocessor (addition or replacement), Mehackit shall notify the Customer Organization of such change. In case the Customer Organization objects such change of subprocessor on reasonable grounds, the Customer Organization has the right to request change of the subprocessor. If Mehackit is not willing to change the subprocessor the Customer Organization has objected to, each Party shall have the right to terminate this Agreement.
  11. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Mehackit’s processing, Mehackit shall implement and maintain appropriate technical and organizational security measures in order to safeguard the personal data against unauthorized or unlawful processing and damage, and in particular against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data. The technical and organizational measures adopted by Mehackit are set out in Mehackit’s Privacy Policy in force from time to time.
  12. Mehackit processes personal data mainly within the EEA, but the Customer Organization accepts that Mehackit may have personal data processed and accessible by Mehackit or its subprocessors outside the Customer Organization’s country of domicile or the EEA to provide the Service. In case the processing is subject to any EU data protection law and personal data is transferred from the European Economic Area (“EEA”) for processing in any country outside the EEA that is not recognized by the European Commission as providing an adequate level of protection for personal data, the Customer Organization authorizes Mehackit to enter, on behalf of the Customer Organization, into the standard contractual clauses adopted or approved by the European Commission applicable to processing outside the EEA, or Mehackit shall provide for other appropriate safeguard for the protection of the personal data transferred outside the EEA as set out in the General Data Protection Regulation.
  13. Customer Organization or an auditor appointed by the Customer Organization shall have the right to audit and inspect the personal data processing activities of Mehackit under this Agreement to examine the compliance of Mehackit with the EU General Data Protection Regulation. The Customer Organization shall bear all costs for any such audit. Where an audit may lead to the disclosure of business or trade secrets of Mehackit or threaten intellectual property rights of Mehackit, the Customer Organization shall employ an independent auditor, that is not a competitor of Mehackit, to carry out the audit, and the auditor shall agree to be bound to confidentiality to Mehackit’s benefit.
  14. Mehackit shall, without undue delay after having become aware of it, inform Customer Organization in writing about any data breaches relating to personal data contained in the Customer Materials (“Breach”). Mehackit’s notification about the Breach to Customer Organization shall include at least the following: i) description of the nature of the Breach; ii) name and contact details of Mehackit’s contact point where more information can be obtained; iii) description of the likely consequences of the Breach iv) description of the measures taken by Mehackit to address the Breach, including, where appropriate, measures to mitigate its possible adverse effects.
  15. Mehackit processes personal data on behalf of the Customer Organization until the termination of this Agreement (including, for clarity, any post-registration storage periods) and during a reasonable retention period thereafter. All personal data processed by Mehackit under this Agreement shall be anonymized or deleted thereafter, unless otherwise required by applicable law.

15. Term and termination

This Agreement shall enter into force immediately after you have finalized the registration to the Service and accepted this Agreement as part of the registration procedure.

This Agreement shall be valid until further notice with a mutual notice term of 1 month.

Mehackit may terminate this Agreement with immediate effect if you substantially breach the provisions of this Agreement and do not remedy the breach within 14 days after receiving a written request to do so.

The Main User or the Private Customer may terminate this Agreement with immediate effect if Mehackit substantially breaches the provisions of this Agreement and does not remedy the breach within 14 days after receiving a written request to do so.

Please note, that after termination of this Agreement for any reason, and as soon as the possible notice period has ended, all authorized users shall lose their access rights to the Service.

You acknowledge that your right to use and access the Service shall expire, automatically and without any further action or notice by either Party, upon the earlier of

  1. any expiration or termination of the Agreement between Mehackit and the Customer, or
  2. your individual user/access right to the Service having been terminated or transferred by the Customer Organization, if you are a representative of a customer organization.

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

16. Reference use

Customer Organization agrees that Mehackit may use the Customer Organization’s name and logo to identify the Customer Organization as a business partner of Mehackit as part of a general list of Mehackit’s customers and/or business partners in Mehackit’s promotional and marketing materials.

17. 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.

Possible disputes between the Parties are primarily settled by negotiation. If the matter cannot be resolved amicably, and if the Party to this Agreement is the Customer Organization, the matter 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. The language of the arbitration shall be Finnish or English. If the Party to this Agreement is a Private Customer, any disputes arising out of this Agreement will be referred to Helsingin käräjäoikeus (Helsinki District Court) as the court of first instance. Consumers are entitled to bring action in the court of first instance of their domicile. In case of disputes, Consumers may also resort to the Consumer Complaints Board (kuluttajariita.fi) or the Online Dispute Resolution service provided by the European Commission (ec.europa.eu/odr).

18. Miscellaneous

If any part of this Agreement is held to be invalid or unenforceable by any court, tribunal or other authority having jurisdiction, this shall not affect the validity or enforceability of the rest of this Agreement. Instead, this Agreement shall be construed and interpreted so that its effect shall remain as close as legally possible to the effect it would have had without such invalidity or unenforceability.

No agency, partnership, or employment is created as a result of these Terms.

Mehackit’s failure to exercise or delay in exercising any right under these Terms shall not operate as a waiver.

The Customer may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Mehackit. Mehackit has the right to assign this Agreement to its affiliates or successors as part of a restructuring, merger, acquisition, asset sale or other corporate reorganization.

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