EARLY WARNING SERVICE (EWS) TERMS

These Service Terms (“Terms”) shall apply to the use of Early Warning Service (EWS) (“Services”) of Arctic Security Oy (“Arctic Security”) by Customers for the Services. “Service Provider” shall refer to either Arctic Security itself or an authorized service provider of Arctic Security providing Services. Each Subscription Agreement may contain additional terms applicable between Customer and Service Provider. 
1	DEFINITIONS
“Customer Assets”
all IP network addresses or address ranges, domains and the like, specified by Customer to Service Provider, that are either directly under control of the Customer or are used to provide services solely for the Customer. Arctic Security reserves the right to vet Customer Assets for their relevance and reject Customer Assets that cannot be associated with the Customer. Customer Assets are the object of the Service and for which the Observations relevant for such Customer Assets are issued.
“Intellectual Property Rights” 
patents (including utility models), design patents, designs (whether or not capable of registration), chip topography rights, proprietary software and other like protection, copyright, trademark and any other form of statutory protection of any kind and any applications for any of the foregoing as well as any trade secrets and know how.
“Observations”
observations forwarded to Customer by Service Provider through Service that reports or provides on-line access to information relating to any suspected and observed security threats such as compromised hosts or vulnerable or open services with respect to Customer Assets, as collected and filtered from third party sources or any other information as agreed from time to time to be provided as part of the Services. 
“Subscription Agreement” 
a written subscription agreement for Services; or an order for Services based on a quote; or an order for Services submitted by Customer as confirmed by Service Provider.
2	RIGHT TO USE SERVICES
(1)	Customer shall have a non-exclusive, non-transferable, non-sublicensable right to use the Services in accordance with the respective Subscription Agreement to receive Observations relating to Customer Assets and specifically excluding all other purposes of any kind.
(2)	Customer has a right to use Observations and the information contained therein to identify and fix security issues. Customer has an unrestricted right to access the Service and Observations, and a right but no obligation to act based on such Observations at its sole discretion, risk and expense.
(3)	The right to use Services shall always be subject to the timely payment of the respective fees as specified in the Subscription Agreement (“Fees”).
3	SERVICES
(1)	Services are based on Arctic Security proprietary threat detection platform operated by Arctic Security and updated by Arctic Security from time to time. 
(2)	Customer and Service Provider shall specify the Customer Assets to be initially monitored in the Subscription Agreement and Customer has a right to add or remove Customer Assets to the scope of Services from time to time in a manner and within the limitations specified in the Subscription Agreement.
(3)	Arctic Security shall be responsible for the continuing operation and maintenance of the platform; however, Arctic Security or Service Provider shall not guarantee to Customer the uninterrupted operation of the platform or the availability of Services.
(4)	All warranties, express, implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, non-infringement of intellectual property rights and fitness for a particular purpose are expressly excluded.
4	OBSERVATIONS
(1)	Service Provider shall deliver Observations to Customer in a manner and to the contact recipients as agreed in the Subscription Agreement. Customer shall be responsible for the forwarding and handling of the Observations and any distribution of the Observations or the information contained therein.
(2)	The Observations shall include information on suspected security threats relating to the Customer Assets only but shall not be warranted as being a complete list of all threats that may exist nor shall Service Provider be in any manner responsible for threats notified as part of the Observations but ending up being false positives.
(3)	The right of Customer to use Observations shall be non-exclusive and non-transferable and the delivery of Observations shall not transfer or create any intellectual property rights to the Observations or any information contained therein.
(4)	Any direct access by Customer to the systems of Arctic Security to review Observations shall be subject to the respective terms of use as applicable from time to time.
5	RESTRICTIONS OF USE
(1)	The right of the Customer to use the Services shall be subject to the further limitations (if any) specified in the applicable Subscription Agreement.
(2)	Specifically, the Customer may utilize the Service only with Customer’s own Customer Assets.
(3)	Customer shall not have a right to distribute or publish any Observations or any part thereof, or otherwise permit any third party to use the Services or Observations, except for the purposes of supporting the Customer in the investigation and remediation of threats reported in the Observations.
(4)	If Service Provider suspects that the information provided by Customer is not true, accurate, current or complete, or if Customer uses or is suspected of using the information for illegal or criminal activity, Service Provider may suspend or terminate the Subscription Agreement immediately.
(5)	Any right for any Customer’s affiliate or external party to use any portion of the Service shall be separately agreed between Service Provider and Customer and shall be subject to the provisions of the Subscription Agreement. 
(6)	Customer shall notify Service Provider immediately if Customer becomes aware of any unauthorised use of the Services or if the Observations include information on assets other than Customer Assets.
6	PROFESSIONAL SERVICES
(1)	(1) Service Provider may provide professional services relating to the Services (“Professional Services”) subject to a separate agreement with Customer in each case. The Customer shall be responsible for the time and materials charges of Service Provider as specified in the respective agreement and any out-of-pocket costs and expenses relating to the performance of the Professional Services. Service Provider shall provide the Professional Services on a consultancy basis subject to any general terms of
1.	Service Provider referred to in the respective agreement and unless otherwise agreed, shall not
2.	imply any transfer of ownership of the results of the Professional Services to Customer, who shall receive a right to use the results of the Professional Services only for the purposes of effectively using the Services under a valid subscription or license from time to time.
(2)	The general limitation of liability under Section 11 of these Terms shall apply and the liability of Service Provider for any claims arising based on the performance of Professional Services shall be limited to the time and materials charges paid to Service Provider for the same.
7	FEES
(1)	Customer shall pay any Fees or other payments due in accordance with the payment terms specified in the applicable Subscription Agreement to Service Provider. Fees shall not be subject to any right of offset or suspension and all payments shall be non-cancellable, non-refundable and non-creditable.
(2)	Any indicated prices do not include applicable sales, use, withholding, value-added or other taxes or duties either payable by Customer or added by Service Provider to the invoiced amounts.
8	CONFIDENTIALITY
(1)	Service Provider and Customer shall hold in confidence any confidential information received from another in connection with the performance of or access to Services. For purposes of the Service Provider this includes the identity of Customer Assets.
(2)	The confidentiality obligation shall not be applied to any material or information:
(i)	that is generally available or otherwise public, other than if it is public through a breach of the Subscription Agreement or these Terms; 
(ii)	that the party has received from a third party without any obligation of confidentiality; 
(iii)	that was in the possession of the party prior to receipt of the same without any obligation of confidentiality related thereto;  
(iv)	that party has independently developed without using material or information received from the other party; or
(v)	that a party is obliged to disclose pursuant to applicable laws. 
9	TERM AND TERMINATION
(1)	The right to use Services remains in effect through the period specified in the Subscription Agreement. 
(2)	Either party may terminate the applicable Subscription Agreement and the right to use Services granted therein, if the other party fails to cure a material breach within thirty (30) days after written notice of such breach, provided that Service Provider may terminate the Subscription Agreement immediately upon any breach of Section 2 by Customer.
10	EFFECTS OF TERMINATION
(1)	Upon termination of the Subscription Agreement Customer shall immediately cease using the Service. However, the termination shall not affect the right of Customer to continue the use of the delivered Observations.
(2)	Termination of the Subscription Agreement shall not prevent either party from pursuing all available legal remedies, nor shall such termination relieve Customer’s obligation to pay all Fees and any other amounts due that are owed as of the effective date of termination. 
(3)	All provisions of these Terms, including but not limited to the provisions relating to the ownership of the Services, limitations of liability, disclaimers of warranties, confidentiality, audit and governing law and jurisdiction, shall survive the termination of the Subscription Agreement.
11	LIMITATION OF LIABILITY
(1)	Under no circumstances shall Service Provider be liable for any indirect, special, incidental, or consequential damages or loss whether based on breach of contract, or tort, or any other theory of liability. 
(2)	Under no circumstances shall Service Provider’s liability under the Subscription Agreement exceed the fees paid by Customer for the Services under the applicable Subscription Agreement.
12	ASSIGNMENT
(1)	Any authorized Service Provider of Arctic Security shall have a right to transfer the Subscription Agreement and the provision of Services to Arctic Security directly or to another authorized Service Provider with a prior written notice to Customer.
13	GOVERNING LAW AND DISPUTE RESOLUTION
(1)	Unless expressly otherwise stated in the Subscription Agreement, the Subscription Agreement and all matters arising out of or in connection with the Subscription Agreement (except for mandatory local law provisions) shall be construed and governed exclusively in accordance with the laws of Finland.
(2)	Any dispute, controversy or claim arising out of or in connection with the Subscription Agreement, or the breach, termination or invalidity thereof, shall be exclusively and finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The arbitral tribunal shall be composed of three (3) arbitrators. The place of arbitration shall be Helsinki, Finland. The language to be used in the arbitral proceedings shall be English.
(3)	However, the above governing law and dispute resolution provisions shall always apply to any claims against Arctic Security relating to the matters arising out of or in connection with the Services or the operation thereof.
14	VALIDITY OF AND AMENDMENTS TO THE TERMS
(1)	These Terms are valid as of 01.12.2021 and remain in force until further notice.
(2)	Arctic Security is entitled to amend these Terms. Arctic Security shall notify Customer in writing or electronically at least 30 days prior the effective date of the amendment. If the amendment has a material effect on Customer, Customer shall have the right to terminate the Subscription Agreement on the effective date of the amendment by providing Arctic at least 15 days prior written notice, unless the amendment is attributable to changes in legislation or to authority decisions.
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