Terms of Service

Please read these Terms of Service ("Terms") carefully before using the https://www.skene.ai website or application (the "Service") operated by Skene Technologies Oy ("Skene").

Access to and use of the Service is conditioned on the acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service ("User")

By accessing or using the Service, the User agrees to be bound by these Terms.

In addition to these Terms, Skene's Privacy Policy applies to the use of the Service. Our Privacy Policy helps you understand what personal data we collect, and how such data is used.

Use of the Service

Subject to the User's compliance with these Terms and payment of the applicable subscription fees, Skene grants to the User a limited, non-exclusive, non-sublicensable, non-transferable and revocable right to access and use the Service solely for the purpose it is intended for. The User may not use any part of the Service for any purpose other than the permitted use of the Service.

The User shall not sell, rent or give away the right to use the Service, or create a user account by using a false identity or information, or create a user account on behalf of someone other than the User or the entity the User represents.

The User may not use any technological or other means (such as bugs or glitches in the Service, or third party tools or software) to use the Service in a way that interferes with or disrupts the Service. The User also agrees not use the Service for fraudulent or abusive purposes or attempt to decompile, reverse engineer, disassemble or hack any part of the Service, or to defeat or overcome any of the encryption technologies or security measures or data transmitted, processed or stored by the Service or circumvent technological measures designed to control access to, or elements of, the Service. The User may not purchase, use, or access the Service for the purpose of building a competitive product or service.

Registration

Using the Service requires registration. When registering, the User will create a user account with a username and password as instructed in the Service. The User must protect the username and password against misuse and not disclose them to any third parties. The User must promptly notify Skene about any unauthorized use. The User agrees to be responsible for any use of the user account, and for all of the communication and activity in connection with the Service.

Subscriptions

Some parts of the Service may be accessed by subscribing to free subscription and some parts of the Service are billed on a subscription basis ("Subscription(s)").

A Subscription is purchased for a subscription period chosen at the time of purchase. At the end of the subscription period, the Subscription is automatically renewed for a new subscription period corresponding to the term of the original subscription period. The Subscription Owner will be charged with the same payment method as with the most recent Subscription. The Subscription can be terminated any time. If the Subscription is terminated, no subscription fees will be returned, and all accrued and unpaid service fees will be charged and payable.

Skene has the right to change the fees at any time and at its sole discretion. Skene will inform you in advance of the changed fees. By continuing the use of the Service or making new payments you will be deemed to have accepted such a change in the fees. Skene has the right to appoint payment service providers to receive payment of fees on behalf of Skene.

Payment options available to the User at any given time shall be presented in the Service.

Termination and switching service provider

The User may stop using the Service according to the Subscription by the User, or where the User does not have a Subscription, any time.

Skene may terminate or suspend the User's access to the Service immediately, without prior notice or liability, for any reason whatsoever, including without limitation if the User breaches these Terms or fails to make any payments hereunder.

All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, intellectual property provisions, warranty disclaimers, indemnity and limitations of liability.

The User may request switching to another service provider of similar services at any time. Skene shall initiate the switching process after a notice period of two months after such request. The switching process shall be completed within a 30-day transitional period.

Where technically feasible and not compromising any trade secrets of Skene, all data and digital assets pertaining to the User shall be ported according to the switch request by the User. The User shall also have the right to request the erasure of digital assets.

The User's exportable data and digital assets shall include data concerning the User's use of the Service as displayed in the Service. Such data and digital assets shall not include in any form the methodology, code, algorithms, tools, analysis or other intermediary results by which or on the basis of which the recommendations are generated for the User.

Skene ensures that information security shall not be compromised during the switching process and shall reasonably assist the User in the process.

Skene shall have the right to claim fair compensation for assistance related to switching services. All compensation rates and fees shall be on fair compensation. Where the switch means an early termination of a Subscription, no subscription fees will be returned, and all accrued and unpaid service fees will be charged and payable.

Intellectual Property Rights and use of results

All rights, title and interest in and to the Service (including the related software and media), the design of the Service and associated content including text, computer code, scripts, graphics, interactive features and the like, and the trademarks, service marks and logos contained therein are owned by or licensed to Skene. Using the Service does not give you ownership of or any rights to any intellectual property in the Service or the content you access, if not expressly otherwise stated in these Terms.

The Service analyses code, configurations, documents and other content (all of the aforesaid: "User Content") from the repository connected by the User or otherwise submitted to the Service. On the basis of User Content the Service creates recommendations in the form of text ("Results") for the User. The Results shall not include in any form the methodology, code, algorithms, tools, analysis or other intermediary results by which or on the basis of which the recommendations are generated.

The User retains all intellectual property rights to the User Content submitted to the Service. The User grants Skene a non-exclusive license to User Content needed for the proper functioning and fulfilling the purpose of Service and creating the Results, including but not limited to:

• analyzing the User Content by Skene's proprietary tools, which may require retaining a copy of User Content for as long as the User uses the Service
• providing customer support for the User, including the handling of any claims made by the User to Skene or by Skene to the User
• developing the Service for the User and other users; User Content shall not, however, be disclosed to other users of the Service.

The User warrants that the User has the legal right to submit the User Content to the Service and to grant these rights to Skene.

The User shall be entirely responsible for User Content, and the User agrees not to submit any unlawful content, content violating any intellectual property rights, content containing any viruses or harmful code or otherwise inappropriate content. Skene may monitor User Content in the Service, and may moderate, remove or refuse to display any content in the Service at Skene's sole discretion. This does not mean that Skene necessarily reviews any User content.

The User may use the Results for the User's normal business operations in accordance with the purpose of the Service. The User may modify and make derivative works on any of the Results. The User agrees not to use the Results in the purpose of commercializing the Results as such or otherwise creating a competing service or reverse engineering or inferring the functioning of the Service.

Skene may use the Results for

• provision of the Service to the User, including but not limited to the provision analytical tools and support
• providing customer support for the User, including the handling of any claims made by the User to Skene or by Skene to the User
• development of the Service and other services and analytical tools
• aggregating and combining Results with other data

Confidentiality

All User Content submitted to the Service shall be treated as confidential by Skene. Skene agrees not to disclose, share, or make available any User Content to third parties without the prior written consent of the User, except as required to provide the Service or as otherwise permitted by these Terms. Skene will implement reasonable measures to safeguard User Content against unauthorized access, use, or disclosure. The obligation of confidentiality shall remain in force even after the User has stopped using the Service.

Notwithstanding the foregoing, the confidentiality obligation does not apply to information that (a) was already known to the receiving party prior to disclosure, (b) is or becomes publicly available through no act or omission of the receiving party, or (c) was lawfully received from a third party without any obligation of confidentiality.

Support

Free support assisting in the use of Service is provided, at Skene's discretion and without any warranties or service level guarantees for response times, by email or other methods of communication possibly made available in the Service.

Commercial support is available to Subscription Owners. Subscription gives you access to a ticketing based support service with guaranteed response and processing times.

Links to Other Web Sites

The Service may contain links to third-party web sites or services that are not owned or controlled by Skene and enable you to access and use certain third-party services.

Skene has no control over and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services. Use of any such content, goods or services operated by third parties shall be subject to the relevant third-party's terms and conditions applicable to such use. The User further acknowledges and agrees that Skene shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

Changes

Skene may change these Terms at any time, upon notice, and we recommend that the User reviews the Terms regularly. The User will be deemed to have accepted such changes by continuing to use the Service. None of the changes will apply retroactively and the changes will become effective on the announced date.

Skene may change the Service by adding, modifying or removing any features or functionalities. Skene may also stop providing parts of, or the whole of, the Service. We may also create new operating guidelines, limitations or terms applicable to the Service at any time.

Disclaimers and No Warranties

The User expressly understands and agrees that use of the Service is at the User's sole risk and the Service is provided on an "as is" and "as available" basis. Skene and its affiliates, subsidiaries, officers, directors, employees, agents, partners, and licensors expressly disclaim any and all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Skene and its affiliates, subsidiaries, officers, directors, employees, agents, partners, and licensors make no warranty that (i) the Service will meet the User's requirements; (ii) the User's use of the Service will be timely, uninterrupted, secure, or error-free; (iii) any information obtained by the User as a result of the Service will be accurate or reliable; and (iv) any defects or errors in the software provided to the User as part of the Service will be corrected. Any material downloaded or otherwise obtained through the use of the Service is accessed at the User's own discretion and risk, and the User will be solely responsible for any damage to the User's device or loss of data. No advice or information, whether oral or written, obtained by the User from Skene or through or from the Service shall create any warranty not expressly stated in these Terms.

Limitation of Liability

The User expressly understands and agrees that, to the maximum extent permitted by law, Skene and its affiliates, subsidiaries, officers, directors, employees, agents, partners, and licensors shall not be liable to the User for any direct, indirect, incidental, special, consequential, or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, cost of procurement of substitute goods or services, or other intangible losses (even if Skene has been advised of the possibility of such damages). To the maximum extent permitted by law, Skene's liability, if any, is limited to the amounts which the User paid to Skene for the Service during six (6) months prior to the occurrence of any damage.

Indemnities

The User agrees to defend, indemnify, and hold harmless Skene and its affiliates, subsidiaries, officers, directors, employees, agents, partners, and licensors from and against any and all third-party claims and all liabilities, assessments, losses, costs, or damages, including reasonable attorneys' fees, resulting from or arising out of (a) any content the User submits, posts, transmits, or otherwise makes available through the Service; (b) the User's use of the Service; (c) any violation by the User of these Terms; or (d) the User's actual or alleged violation of any third-party rights. This obligation shall survive the termination or expiration of these Terms and/or the User's use of the Service. Skene reserves the right to assume its own defense and/or control of any matter otherwise subject to indemnification by the User hereunder.

Force Majeure

Skene shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of Skene, including without limitation any failure to perform hereunder due to unforeseen circumstances or causes beyond Skene's reasonable control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

Miscellaneous

The User may not assign or transfer these Terms or any of the User's rights or obligations hereunder without Skene's prior written consent. Skene may assign or transfer these Terms or any of Skene's rights or obligations hereunder at any time. These Terms are binding on any respective successors and assignees.

If any particular provision of these Terms shall be held invalid, illegal, or unenforceable, the remaining provisions shall not be affected or impaired.

If the User does not comply with these Terms, and Skene does not take action right away, it does not mean that the User is not fully obligated to perform the User's obligations in the future, or that Skene is giving up any of its rights, such as taking action in the future.

These Terms shall be governed by and construed in accordance with the substantive laws in force in Finland.

Any dispute, controversy, or claim arising out of or relating to the Service or these Terms, shall be resolved by final and binding arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce by one (1) arbitrator appointed according to the aforementioned rules. The arbitration shall be conducted in the English (or Finnish if both parties mutually so agree) language in Helsinki, Finland.

These Terms do not affect any of the User's statutory rights that under applicable law cannot be limited or excluded.