Last updated February 23rd, 2024.
These terms and conditions govern the use of the AddSearch hosted web search and related services provided by AddSearch Oy.
By accepting this Agreement as part of the sign up procedure of the AddSearch Services (e.g. by clicking “I accept”) or by using the service, you accept the terms and conditions of this Agreement and agree to be bound by them.
The person signing or otherwise accepting the Agreement on behalf of an organization represents that it has the authority to bind such organization to the Agreement.
1. Definitions
As used in this Agreement, the following capitalized terms shall have the meaning set out below.
“Agreement” shall mean these AddSearch Terms and Conditions.
“Customer” shall mean the entity or person having ordered the AddSearch Services hereunder.
“Customer Data” shall mean all Customer’s data that a User or another Party acting on Customer’s behalf generates in or submits to the AddSearch Services. Customer Data shall not include AddSearch Data.
“Customer Website” shall mean a website of Customer or a site maintained/operated by Customer on a third-party publishing platform.
“AddSearch” shall mean AddSearch Oy (business ID 2545782-4).
“AddSearch Code” shall mean the software code and the tags provided by AddSearch to Customer for installing/copying to Customer Website allowing Customer to use the AddSearch Service and the Search Plugin on Customer Website.
“AddSearch Data” shall mean all anonymous statistical and usage data gathered by Addsearch via the placement of the Search Plugin and/or AddSearch Code on Customer Website.
“AddSearch Platform” shall mean any AddSearch user portals or dashboards access to which is provided to Customer for the purposes of being used in conjunction with the AddSearch Code.
“AddSearch Services” shall mean the AddSearch Code and the Search Plugin, as well as any associated services and tools provided to Customer by AddSearch, including Consulting Services.
“Consulting Services” shall mean any services provided by AddSearch to Customer for the additional development and/or integration of the AddSearch Services.
“End-User” shall mean the users of Customer Website.
“Error” shall mean any material failure in the AddSearch Services to conform substantially to the material specifications of the relevant published version of the AddSearch Services or the specifications agreed separately between the Parties.
“Intellectual Property Rights” shall mean copyrights and related rights (including database and catalogue rights and photography rights), patents, utility models, design rights, trademarks, tradenames, trade secrets, know-how and any other form of registered or unregistered intellectual property rights.
“Order” shall mean an executed written or electronic service agreement, order or offer for the subscription of AddSearch Services, including orders made on www.addsearch.com or per email.
“Party” shall mean Customer or AddSearch (jointly the “Parties”).
“Search Plugin” shall mean the “AddSearch” Search Plugin, visible on Customer Website, generated by the AddSearch Code placed on Customer Website.
“Service Fees” shall mean the fees charged by AddSearch from time to time from Customers during the Subscription Period as agreed between AddSearch and Customer in the Order or otherwise.
“Service Level Guarantee” shall have the meaning set out in section 7 of this Agreement.
“Subscription Period” shall mean, unless otherwise set out on the Order, the prepaid fixed term during which Customer is entitled to use and has access to the AddSearch Code and the Search Plugin as set out in the Order.
“Users” shall mean those employees of Customer who are entitled to use the AddSearch Platform under this Agreement.
2. Use of AddSearch Services
2.1 Subscription
Subject to the terms and conditions of this Agreement and the due payment of the Service Fees, AddSearch hereby grants to Customer and Customer hereby accepts a limited, non-exclusive, non-transferable, and non-sublicensable right to use the AddSearch Code and AddSearch Platform during the term of this Agreement for the purposes set out herein.
AddSearch shall have the right to deny Customer’s use of the AddSearch Services without any prior notice to Customer, if AddSearch suspects that Customer uses the AddSearch Services in violation of the terms of this Agreement.
Customer shall be solely responsible for placing the AddSearch Code on Customer Website and will comply with any instructions regarding the placement communicated by AddSearch.
2.2 Usage restrictions
Customer and the Users are not permitted and not entitled to permit others to do any of the following:
Customer warrants that Customer Website shall not contain any of the following:
2.3 General obligations of Customer
Customer is responsible for acquiring any and all network connections and all technical equipment required for using the AddSearch Services and is liable for any costs thereof.
Customer shall ensure any user name, passwords, and equivalent information are stored and used in a secure manner. Customer shall be liable for any use of the AddSearch Platform with the user names and/or passwords of Customer.
Customer agrees that it shall indemnify and hold AddSearch harmless from and against any and all liabilities, losses, damages, costs, and expenses (including reasonable legal fees and expenses) associated with any claim or action brought against AddSearch that may arise from Customer’s use of the AddSearch Services in breach of this Agreement, including claims that Customer Data infringes the Intellectual Property Rights of third parties.
3. Consulting Services
The Parties may agree on the provision of Consulting Services related to the AddSearch Services by concluding an Order for Consulting Services. The scope, estimated time schedule and pricing of the Consulting Services shall be defined in such Order.
AddSearch shall upon completion of the Consulting Services report to Customer when the respective results (if any) of the Consulting Services (“Results”) are ready for acceptance review by Customer after which Customer shall have 7 days to review the Results against the mutually agreed acceptance criteria.
The Results shall be deemed accepted (i) when Customer has notified AddSearch of its acceptance of the Results; (ii) if Customer has not provided a detailed written report of the Errors detected within the acceptance period set out above or; (iii) when AddSearch has corrected or circumvented any Errors that have been reported by Customer.
After the Results has been accepted as set out above, the respective Results will be deemed part of the Search Plugin or other AddSearch Services as applicable.
4. Customer Data
The Intellectual Property Rights and the title to Customer Data shall belong to the Customer.
Customer shall be responsible for its Customer Data and any backups thereof. Customer shall also be liable for ensuring that Customer Data does not infringe any third party rights or violate applicable legislation, and that Customer and Users possess such necessary licences and permissions from third parties as may be required in order to use Customer Data as set out herein.
5. AddSearch Data
AddSearch shall have the right to generate anonymous usage and statistical data from and by using Customer Data or as gathered or generated by or through the AddSearch Code. For clarity, anonymous data shall not in any event be used in a manner that identifies Customer or any natural person.
AddSearch owns all AddSearch Data gathered by or through the AddSearch Code and any or all reports, results, and information created, compiled, analyzed or derived by AddSearch from the AddSearch Code, including AddSearch Code visible to Customer through the AddSearch Platform. To the extent such Addsearch Data is made available to Customer, Customer agrees to use AddSearch Data solely in connection with this Agreement and treat the AddSearch Data as the confidential information of AddSearch under Section 9 herein.
6. Personal Data
To the extent AddSearch processes personal data on behalf of Customer, Customer shall be regarded as the data controller (“Controller”) and AddSearch as the data processor (“Processor”). In regard to such processing of personal data, the Parties agree as follows:
7. Availability, Support and Changes
7.1 Service Level Guarantee
AddSearch guarantees 99,9% Search index, Search API and Hosted JavaScript availability to Customer. For all unscheduled interruptions lasting longer than 5 minutes and exceeding the amount of allowed interruption minutes, AddSearch shall offer compensation to Customer (“Service Level Guarantee”).
The Service Level Guarantee set out above is for the availability of the AddSearch Service only. Customer’s Search Plugin might not work correctly if, for example, Customer’s website can’t be crawled due problems on Customer’s server.
AddSearch will notify Customer by e-mail or on AddSearch’s website about scheduled interruptions at least 24 hours in advance, with the exception of security updates and patches which AddSearch may deploy without prior notice.
In case of an interruption in the AddSearch Service, Customer has to notify AddSearch by e-mail. The interruption is deemed to begin when the availability problem starts to affect Customer’s use of the AddSearch Service, and to end when the problem has been corrected.
When an availability problem in the AddSearch Service has been corrected, AddSearch will offer Customer compensation which Customer may reclaim within 15 days. The compensation will be paid to Customer’s service account in the form of credits and may not be exchanged for cash or other forms of payment.
The amount of compensation will be 50 times AddSearch’s charges for the AddSearch Services allocated for the duration of the interruption of the Services. The maximum amount of compensation for an individual interruption is 100% of AddSearch’s charges for the AddSearch Services during the 30 calendar days preceding the interruption. The total sum of aggregated compensations cannot exceed 100% of AddSearch’s total charges.
The above-mentioned payment of compensation will be the sole remedy of Customer for interruptions or other failures in the AddSearch Services. In case of a disagreement over the amount of the compensation payable to Customer, AddSearch’s decision on the issue will be binding and final.
7.2 Guarantee exemptions
The following situations will be exempt from AddSearch’s service level guarantee: (i) Scheduled interruptions; (ii) Failures caused by errors in third party software utilized in the Services; (iii) Failures in products or services which are not included in the Services; (iv) Failures caused by Customer’s actions contrary to user instructions or resulting from Customer’s operating systems or application software used within the Services; (v) Failures due to hostile actions by third parties such as denial-of-service attacks; Interruptions resulting from law and public authority enforced activities; (vi) Customer has unpaid invoices at the time of the interruption in the Services.
No compensation will be payable to Customer during any free-of-charge or trial period.
7.3 Service support
AddSearch offers support services to Customer during working hours via email. AddSearch aims to provide a response from the support services within 24 hours in business days.
7.4 Changes in AddSearch Services
AddSearch shall be entitled at any time modify and update the AddSearch Services. For material changes or modifications a Addsearch shall notify Customer of the planned changes 30 days in advance. The change shall not affect the fees and charges for Subscription Periods commenced before the effective date of the change.
8. Fees and Payment
8.1 Service Fees
Customer shall pay the Service Fees to AddSearch applicable to the Subscription Period as separately agreed between Customer and AddSearch on the Order or otherwise. All Service Fees are non-refundable.
Unless otherwise agreed, fees applicable to Consulting Services shall be invoiced based on AddSearch’s hourly fee as set out in AddSearch’s price list in force from time to time.
Unless otherwise agreed, Customer shall reimburse AddSearch for the cost of special licenses, materials and services required for the performance of the Consulting Services as well as travel costs as reasonably incurred by AddSearch in connection with the performance of the Consulting Services under this Agreement, including actual costs of transportation, and reasonable expenses for accommodation.
All prices are exclusive of VAT and any other applicable taxes or fees/payment charges imposed by public authorities or financial institutions from time to time. Such taxes and fees shall be added to the prices and be borne by Customer.
8.2 Payment terms
Payment for each Subscription Period shall be made in advance. Payment shall be made by Customer against invoice issued by AddSearch, or through the use of a credit card by using a payment service provided by a third party service provider.
All fees for Consulting Services will be invoiced by AddSearch upon the acceptance of the Results as set out herein.
The payment term is 14 days net from the date of invoice. Notices relating to invoices or payments hereunder shall be given in writing within 7 days from the date of receipt of the relevant invoice.
Interest on overdue payments shall be payable according to the Finnish Interest Act.
Without prejudice to its other rights, AddSearch may temporarily disable Customer’s and the Users’ access to the AddSearch Services in the event Customer has overdue payments in excess of 30 days.
8.3 Price adjustments
The Services Fee of the Enterprise plans for each renewal Term shall increase by up to seven percent (7%) above the Services Fee applicable in the immediately preceding Term, unless the Services Features for the renewal Term change or AddSearch otherwise notifies Customer at least thirty (30) days prior to the start of the applicable renewal Term.
AddSearch shall be entitled to adjust the fees and charges of the AddSearch Services at any time by 30 days prior notice. The change shall not affect the fees and charges for Subscription Periods commenced before the effective date of the change.
9. Confidentiality
Either Party shall not disclose to third parties any material or information received from the other Party and marked as confidential or which should be understood to be confidential, and shall not use such material or information for any other purposes than those stated in this Agreement.
The confidentiality obligation shall not be applied to material and information which is generally available or otherwise public, or which a Party is obligated to disclose due to applicable mandatory laws, public authority regulations or court orders.
The rights and responsibilities under this Section 9 shall survive the expiry or termination of this Agreement for a period of 5 years.
10. Intellectual Property Rights
All Intellectual Property Rights in or related to the AddSearch Services and thereto related documentation and all parts and copies thereof shall remain exclusively vested with and be the sole and exclusive property of AddSearch and/or its subcontractors/licensors.
Except as expressly stated herein, this Agreement does not grant Customer any Intellectual Property Rights in or to the AddSearch Services and all rights not expressly granted hereunder are reserved by AddSearch and its subcontractors/licensors.
11. Intellectual Property Infringements
At any time if AddSearch deems that any part of the AddSearch Services infringes the Intellectual Property Rights of any third party, AddSearch has the right at its own expense to modify/replace the AddSearch Services to eliminate the infringement or procure to Customer a right to use the AddSearch Services. If this is not reasonably possible, AddSearch may terminate the Agreement. AddSearch shall not be liable for any third-party Intellectual Property claims towards the Customer.
This section 11 contains AddSearch’s entire liability and Customer’s sole and exclusive remedy in case of Intellectual Property Rights infringements.
12. No Warranty
Notwithstanding the AddSearch Service Level guarantee as specified in this Agreement, the AddSearch Services are provided “as is” without warranty of any kind, either express or implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, or accuracy or reliability of results from use of the AddSearch Services, or that the AddSearch Services will be uninterrupted, completely secure, free of software errors, defects and failures.
13. Limitation of liability
To the maximum extent permitted by applicable law, AddSearch is not liable to Customer for any lost profits, or for indirect or consequential damages. AddSearch’s total aggregate liability under or in connection with this Agreement shall be limited to the average monthly fees paid by Customer for the AddSearch Services multiplied by 12.
14. Termination
This Agreement shall enter into force as of the signature or acceptance of this Agreement. The Agreement shall remain in force for the term of the acquired Subscription Period, whereupon the Agreement shall automatically renew for an additional equally long Subscription Period at the list price in effect at the time of renewal, unless Customer has given AddSearch a notice of nonrenewal at the latest 20 days prior to the expiry of the ongoing Subscription Period, upon which the cancellation will take effect the day after the last day of the current Subscription Period.
AddSearch may terminate the Agreement without cause at any moment, with a 30 days’ prior notice.
A Party may terminate this Agreement with immediate effect if the other Party substantially breaches the provisions of this Agreement.
The provisions of this Agreement which by their nature reasonably should survive the termination or other expiration of this Agreement/Subscription Period shall survive any expiration or termination of this Agreement/Subscription Period.
15. Miscellaneous
15.1 Notices
If either Party is to change their respective contact details, the other Party shall be informed thereof in advance.
Any notice or other written communication to be given by Customer under this Agreement shall be in English and sent by email to info@addsearch.com.
15.2 Subcontractors
AddSearch shall be entitled to use subcontractors, including third party software suppliers, for the provision of the AddSearch Services. AddSearch shall be liable for the subcontractors’ work and services in the same manner as for its own work and services.
15.3 Reference Use
Customer agrees that AddSearch may use Customer’s name and logo to identify Customer as a customer of AddSearch as part of a general list of AddSearch’s customers for use and reference in AddSearch’s promotional and marketing materials.
15.4 Assignment
AddSearch shall be entitled to assign all or any of its rights or obligations hereunder in whole or part to an affiliate or successor or to a purchaser or acquirer of its business assets relating to the AddSearch Services without Customer’s prior consent.
Customer shall not be entitled to assign any of its rights or obligations hereunder in whole or part without the prior written consent of AddSearch.
15.5 Amendments
AddSearch is entitled to amend this Agreement by providing Customer with at least 30 days prior notice. If Customer does not accept the change made by AddSearch to this Agreement, Customer has the right to terminate the Agreement by notifying AddSearch thereof in writing prior to the effective date of such change.
15.6 Applicable law and dispute resolution
This Agreement shall be governed by and construed in accordance with the laws of Finland, except for its provisions on choice of law.
Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The number of arbitrators shall be one. The seat of arbitration shall be Helsinki, Finland.
With respect to any violation by Customer of any Intellectual Property Rights and/or confidential information of AddSearch and/or payment obligations against AddSearch under this Agreement, AddSearch shall have the right, at its sole discretion, to seek remedies in public courts within any relevant territory.