Terms of Service

Publication date August 1, 2025
Effective date August 1, 2025

THESE ARE THE STANDARD TERMS OF SERVICE APPLICABLE TO ALL CLEVEROM CUSTOMERS.

THESE TERMS OF SERVICE (the “Agreement”) GOVERN CUSTOMER’S RECEIPT, ACCESS, TO AND USE OF THE SERVICE (AS DEFINED BELOW) PROVIDED BY CLEVEROM OY. IN ACCEPTING THIS AGREEMENT BY (A) PURCHASING ACCESS TO THE SERVICE THROUGH AN ONLINE ORDERING PROCESS THAT REFERENCES THIS AGREEMENT, (B) SIGNING UP FOR A FREE ACCESS PLAN, OR (C) PURCHASING SERVICE VIA EMAIL COMMUNICATION, CUSTOMER AGREES TO BE BOUND BY ITS TERMS.

IF INDIVIDUAL ACCESSING OR USING THE SERVICE ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (“CUSTOMER”); SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT THEY HAVE THE AUTHORITY TO ACCEPT THIS AGREEMENT ON BEHALF OF CUSTOMER YOUR COMPANY, AND ALL REFERENCES TO “YOU” REFERENCE YOUR COMPANY. IF INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR THE APPLICABLE ENTITY DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OR RECEIVE THE SERVICE.

THE “EFFECTIVE DATE” OF THIS AGREEMENT IS THE DATE WHICH IS THE EARLIER OF (A) CUSTOMER’S INITIAL ACCESS TO THE SERVICE THROUGH ANY ONLINE PROVISIONING, REGISTRATION OR ORDER PROCESS OR (B) THE EFFECTIVE DATE OF THE FIRST ORDER. THIS AGREEMENT WILL GOVERN CUSTOMER’S INITIAL PURCHASE ON THE EFFECTIVE DATE AS WELL AS ANY FUTURE PURCHASES MADE BY CUSTOMER THAT REFERENCE THIS AGREEMENT. CLEVEROM MAY MODIFY THIS AGREEMENT FROM TIME TO TIME.

  1. Service

    1. Service description – Cleverom is the owner and provider of a business process improvement software (the “Service”) that is designed to allow Users to create, collaborate and improve their work through interactive online virtual ProcessBoards and ProcessMaps. Anything Customer (including Users) posts, uploads, shares, stores, or otherwise provide through the Service is considered a “User Submission.” The customer is solely responsible for all User Submissions it contributes to the Service. The Service may also include templates, ProcessMaps, help documents, and other documents or information that can assist Customer using the Service (“Cleverom Content”). Customer will not receive or have access to the code or software that underlies the Service (collectively the “Software”) or receive a copy of the Software itself.
    2. Users – Subject to the terms of this Agreement, Customer may purchase a subscription to, and has the right to access and use, the Service as specified in subscription (“Order”). All subscriptions will be for the period described on the applicable Order (“Subscription Period”). Use of and access to the Service is permitted only by individuals authorized by Customer and for Customer’s own internal business purposes and not for the benefit of any third party (“Users”). Only Users may access or use the Service. Each User must keep its login credentials confidential and not share them with anyone else. Customer is responsible for its Users’ compliance with this Agreement and actions taken through their accounts (excluding misuse of accounts caused by Cleverom’s breach of this Agreement). Customer will promptly notify Cleverom if it becomes aware of any compromise of its User login credentials. Cleverom uses User account information as described in its Privacy Policy.
    3. Ownership – Neither party grants the other any rights or licenses not expressly set out in this Agreement. Except for Customer’s use rights in this Agreement, Cleverom and its licensors retain all intellectual property and other rights in the Service and related Cleverom technology, templates, ProcessMaps and ProcessBoards, including any modifications or improvements to these items made by Cleverom. Cleverom may generate and use Usage Data to operate, improve, analyze and support the Service and for other lawful business purposes. If Customer provides Cleverom with feedback or suggestions regarding the Service or other Cleverom offerings, Cleverom may use the feedback or suggestions without restriction or obligation.
    4. Permissions – The Service contains customizable settings allowing each User to give permission to other Users to perform various tasks within the Service (“Permissions”). It is also solely Customer’s responsibility to set and manage all Permissions, including which Users can set such Permissions. Accordingly, Cleverom will have no responsibility for managing Permissions and no liability for the Permissions set by Customer and its Users. Customer may also designate a User as an administrator with control over Customer’s Service account, including management of Users and Customer Content. Customer is fully responsible for its choice of administrators and any actions they take.

  2. Use of service and customer obligations

    1. Use restrictions – Customer is responsible for its Customer Content, including its content and accuracy, and agrees to comply with Laws in using the Service. Customer represents and warrants that it has made all disclosures and has all rights, consents and permissions necessary to use its Customer Content with the Service and grant Cleverom the non-exclusive, worldwide right to use, copy, store, transmit and display Customer Content and to modify and create derivative works of Customer Content (for reformatting or other technical purposes), but only as necessary to provide the Service and Support to Customer under this Agreement. Customer agrees that it will not, and will not allow Users or third parties to, directly or indirectly (a) modify, translate, copy or create derivative works based on the Service, (b) reverse assemble, reverse compile, reverse engineer, decompile or otherwise attempt to discover the object code, source code, non-public APIs or underlying ideas or algorithms of the Service, except as and only to the extent this restriction is prohibited by law, (c) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than Authorized Customers, (d) remove or obscure any copyright, trademark or other proprietary notices, (e) use the Service in any way that violates any applicable federal, state, local or international law or regulation, (f) attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Service, including, without limitation, by introducing viruses and other harmful code or by using flood pings, denial-of-service attacks, or similar methods or technology, (g) use or access the Service to build or support and/or assist a third party in building or supporting products or services competitive to the Service or (h) attempt to probe, scan, or test the vulnerability of the Service or any Cleverom system or networks. If Customer (including Users) is using the Service in a manner that, in Cleverom’s reasonable judgment, causes or is likely to cause significant harm to Cleverom or the Service or otherwise threatens the security, integrity or availability of the Service then Cleverom may suspend Customer’s access to the Service.

    2. Age requirements – The Service is not intended for, and may not be used by, anyone under the age of 16. Customer is responsible for ensuring that all Users are at least 16 years old.

    3. Data export – During the Subscription Term or within 30 days thereafter, Customer may export its Customer Content from the Service using the export features available. After this export period, Cleverom may delete Customer Content in accordance with its standard schedule and procedures. If Customer elects to proactively delete its account at any time, all associated Customer Content will be deleted permanently and cannot be retrieved.

    4. API access and third party applications – As part of provision of its Service, Cleverom may provide Customer with access to one or more application program interfaces (“API”). Cleverom may, in its sole discretion, set and enforce limits on Customer’s use of the API and Customer agrees to adhere to such limits. Cleverom may also suspend Customer’s access to the API or cease providing the API at any time. Customer may choose to use the Service with Third-Party Platforms. Use of Third-Party Platforms is subject to Customer’s agreement with the relevant provider and not this Agreement. Cleverom does not control and has no liability for Third-Party Platforms, including their security, functionality, operation, availability or interoperability or how the Third-Party Platforms or their providers use Customer Content. If Customer enables a Third-Party Platform with the Service, Cleverom may access and exchange Customer Content with the Third-Party Platform on Customer’s behalf.

  3. Commercial terms

    1. Support – During the Subscription Term, Cleverom will provide Support in accordance with the Support Policy.
    2. Subscription term – Unless otherwise specified in the applicable Order, each Subscription Term will renew for successive 12-month periods, unless either party gives the other party notice of non-renewal at least 90 days before the current Subscription Term ends. Upon notice of non-renewal, Customer will not be charged for the next billing cycle but will not receive any refunds or credits for amounts that have already been charged.
    3. Fees and taxes – Fees are as described in each Order. Fees are invoiced on the schedule in the Order. Customer agrees that Cleverom may bill Customer’s credit card or other payment method for renewals and any other unpaid fees, as applicable. Customer may change its payment method information by entering updated information through the user interface of the Service or by email. Unless the Order provides otherwise, all fees and expenses are due within 30 days of the billing date specified in the applicable Order. Fees for renewal Subscription Terms are at Cleverom’s then-current rates, regardless of any discounted pricing in a prior Order. Late payments are subject to a service charge of 1.0% per month or the maximum amount allowed by Law, whichever is less. Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Cleverom has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Cleverom will invoice Customer and Customer will pay that amount unless Customer provides Cleverom with a valid tax exemption certificate authorized by the appropriate taxing authority in advance.

  4. Term and termination

    1. Term – This Agreement starts on the Effective Date and continues until 90 days after expiration or termination of all Subscription Terms.
    2. Termination – Either party may terminate this Agreement (including all Orders) if the other party (a) fails to cure a material breach of this Agreement (including a failure to pay fees) within 30 days after notice, (b) ceases operation without a successor or (c) seeks protection under a bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if such a proceeding is instituted against that party and not dismissed within 90 days. Either party may terminate this Agreement (including all Orders) at any time for any reason upon 90 days’ notice to the other party, provided (i) Customer will not be entitled to a refund of any pre-paid fees and (ii) if Customer has not already paid all applicable fees for the then-current Subscription Term, any such fees that are outstanding will become immediately due and payable. Upon expiration or termination of this Agreement or an Order, Customer’s access to the Service will cease, other than limited use of the Service to export Customer Content as described in Section 2.3 (Data Export). At the disclosing party’s request upon expiration or termination of this Agreement, the receiving party will delete all of the disclosing party’s Confidential Information (excluding Customer Content, which is addressed in Section 2.3). Customer Content and other Confidential Information may be retained in the receiving party’s standard backups after deletion but will remain subject to this Agreement’s confidentiality restrictions.
    3. Survival – Sections titled “Ownership”, “API access and third party applications”, “Commercial terms”, “Term and Termination”, “Warranty”, “Disclaimer”, “Limitation of Liability”, “Confidentiality” and “General Terms” will survive any termination or expiration of this Agreement.

  5. Warranties and disclaimers

    1. Warranty – Customer represents and warrants that all User Submissions submitted by Users follow all applicable laws, rules and regulations.
    2. Disclaimer – Except as expressly provided for herein, the services and all related components and information are provided on an “as is” and “as available” basis without any warranties of any kind, and Cleverom expressly disclaims any and all warranties, whether express or implied, including the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. Customer acknowledges that Cleverom does not warrant that the services will be uninterrupted, timely, secure, error-free, or that the service will meet Customer’s requirements, operate in combination with Third-party services used by Customer or maintain Customer content without loss. Cleverom is not liable for delays, failures or problems inherent in use of the internet and electronic communications or other systems outside Cleverom’s control. The foregoing disclaimers will not apply to the extent prohibited by applicable law.
    3. Limitation of liability – Notwithstanding anything to the contrary in this agreement, Cleverom will not be liable with respect to any cause related to or arising out of this agreement, whether in an action based on a contract, tort (including negligence and strict liability) or any other legal theory. Neither party (nor its suppliers) will have any liability arising out of or related to this agreement for any loss of use, lost data, lost profits, failure of security mechanisms, revenues, goodwill, interruption of business or any indirect, special, incidental, reliance or consequential damages of any kind, even if informed of their possibility in advance. Each party’s (and its suppliers’) entire liability arising out of or related to this agreement will not exceed in aggregate the amounts paid or payable by Customer to Cleverom during the prior immediate 12 months under this agreement. These limitations will apply whether or not a party has been advised of the possibility of such damages and notwithstanding any failure of essential purpose of any limited remedy.

  6. Confidentiality

    1. Definition – “Confidential Information” means information disclosed to the Receiving Party under this Agreement that is designated by the Disclosing Party as proprietary or confidential or that should be reasonably understood to be proprietary or confidential due to its nature and the circumstances of its disclosure. Cleverom’s Confidential Information includes non-public information regarding features, functionality, and performance of the Service. Customer’s Confidential Information includes the User Information and User Submissions. This Agreement and the information in all Orders will be deemed the Confidential Information of both parties.
    2. Obligations – The receiving party may disclose Confidential Information to its employees, agents, contractors, suppliers and other representatives having a legitimate need to know, provided it remains responsible for their compliance with this Section 6 and they are bound to confidentiality obligations no less protective than this Section 6. The Receiving Party will protect the Disclosing Party’s Confidential Information using the same degree of care used to protect its own confidential or proprietary information of like importance, but in any case using no less than a reasonable degree of care. Nothing above will prevent either party from sharing the terms of this Agreement or the name of the other party with prospective investors or acquirors; provided, however, that the foregoing persons or entities are bound to standard confidentiality obligations. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure.
    3. Exclusions – These confidentiality obligations do not apply to information that the Receiving Party can document (a) is or becomes public knowledge through no fault of the receiving party, (b) it rightfully knew or possessed prior to receipt under this Agreement, (c) it rightfully received from a third party without breach of confidentiality obligations or (d) it independently developed without using the Disclosing Party’s Confidential Information.

  7. Trials and Betas

    1. If Customer receives access to the Service or Service features on a free or trial basis or as an alpha, beta or early access offering (“Trials and Betas”), use is permitted only for Customer’s internal evaluation during the period designated by Cleverom (or if not designated, 30 days). Trials and Betas are optional and either party may terminate Trials and Betas at any time for any reason. Trials and Betas may be inoperable, incomplete or include features that Cleverom may never release, and their features and performance information are Cleverom’s Confidential Information. Notwithstanding anything else in this Agreement, Cleverom provides Trials and Betas “as is” with no warranty, indemnity or support.

  8. General terms

    1. Publicity – Neither party may publicly announce this Agreement except with the other party’s prior consent or as required by Laws. However, Cleverom may include Customer and its trademarks in Cleverom’s customer lists and promotional materials but will cease this use at Customer’s written request.
    2. Force majeure – Cleverom will not be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of Cleverom that make it impossible or commercially impracticable for such party to perform its obligations hereunder, which may include failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
    3. Changes – Cleverom may modify this Agreement (which may include also changes to Service pricing and plans) from time to time by giving notice to Customer by email or through the Service, however Cleverom will not materially decrease the core functionality of the Service.
    4. Communication – Notices under this Agreement will be provided as follows: (a) all notices regarding the Service will be sent by email, although Cleverom may instead choose to provide notice to Customer through the Service, (b) notices to Cleverom must be sent to info@cleverom.com, and (c) all notices to Customer will be sent to the email provided through the Service. Notices will be deemed to have been duly given (a) the business day after it is sent, in the case of notices through email; and (b) the same day, in the case of notices through the Service. Except as set out in this Agreement, any notice or consent under this Agreement must be in writing and will be deemed given upon receipt if by personal delivery. If to Cleverom, notice must be provided to Cleverom Oy, Tekniikantie 4A, 02150 Espoo, Finland. Attention: Cleverom. All notices to Cleverom must include a copy emailed to info@cleverom.com.
    5. Relationship of the parties – The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. There are no third-party beneficiaries to this Agreement; a person who is not a party to this Agreement may not enforce any of its terms under any applicable law.
    6. Governing law and venue – This Agreement, and any disputes arising out of or related hereto, will be governed exclusively by the laws of Finland. The jurisdiction and venue for actions related to this Agreement will be the district court of Espoo and both parties submit to the personal jurisdiction of those courts. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its reasonable costs and attorney’s fees.
    7. Assignment – Neither party will assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, Cleverom may assign this Agreement in its entirety (including all Orders), without the consent of Customer, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all Cleverom’s assets. Any purported assignment in violation of this section is void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
    8. Entire agreement – This Agreement, including all referenced pages and Orders, if applicable, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. This Agreement may be executed in counterparts (including electronic copies and PDFs), each of which is deemed an original and which together form one and the same agreement.