Terms

Blalab Insights Terms of Use

Effective Date: April 26, 2023

Thanks for using Blalab Insights Oy’s products and services ("Services").

These Terms of Use ("TOU") contain the terms under which Blalab Insights Oy provides its Services (also known as "Thribune" and "Thribune Platform" and "Blalab portal" and "Blalab instruments") and describe how the Services may be accessed and used.

Blalab Insights Oy provides a variety of different services. If you use our survey services for businesses (generally, the services which incur a fee when used) you are expected to make an Order Agreement with Blalab. We refer to the combination of these Terms of Use, the Order Agreement and any applicable Additional Terms, such as the Data Processing Addendumcollectively as these "Terms".

The Contracting Entities ("Parties") are "Blalab Insights Oy" ("Blalab", "Thribune" and "we"), a Finnish Limited Liability Company located at Vesipirtintie 19 F 02330 Espoo Finland, and the Customer (“you”). You indicate your agreement to these Terms by clicking or tapping on a button indicating your acceptance of these Terms, by executing Blalab Insights Order Agreement, or by using the Services. If you are using the Services on behalf of an organization, you agree to these Terms on behalf of that organization and you warrant that you have the authority to do so. In such case, "you" refers to that organization.

Please note that the Services covered by these Terms are not meant for consumers. You find more information on Blalab Insights Oy’s different products and services from its webpage.

• Fees and Payments
  • Fees for Services. You agree to pay to Blalab Insights Oy any fees for each Service you purchase or use (including any overdue payments and collection costs), in accordance with the pricing and payment terms presented to you for that Service. Where applicable, you will be billed using the billing method which has been agreed separately. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.
  • Taxes. Unless otherwise stated, the Customer is responsible for any taxes (other than Blalab Insights Oy’s income tax) or duties associated with the sale of the Services, including any related penalties or interest (collectively, "Taxes"). The Customer will pay Blalab Insights Oy for the Services without any reduction for Taxes. If Blalab Insights Oy is obliged to collect or pay Taxes, the Taxes will be invoiced to the Customer, unless the Customer provides Blalab Insights Oy with a valid tax exemption certificate authorized by the appropriate taxing authority or other documentation providing evidence that no tax should be charged.
  • Price Changes. Blalab Insights Oy may change the fees charged for the Services at any time by its own decision, provided that, for any fees billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of the Customer’s subscription. Blalab Insights Oy will provide the Customer with reasonable prior written notice of any change in fees to give the Customer an opportunity to cancel auto-renewal on the Customer’s subscription before the change becomes effective.
  • 1.4. Unpaid Fees. Fees which remain unpaid for 30 days after being billed are considered overdue. Failure to pay any fees when due may result in the applicable Service being limited, suspended, or terminated (subject to applicable legal requirements), which may result in a loss of your data associated with that Service.
• Privacy

  • Privacy. In the course of using the Services, you may submit data to Blalab Insights Oy (including your personal data and the personal data of others) or third parties may submit data to you through the Services (your "Data"). We know that by giving us Data, you are trusting us to treat it appropriately. The Terms of Use together with the Data Processing Addendum defines how we treat this Data (including personal data). You in turn agree that Blalab Insights Oy may use and share Data provided by you in accordance with these terms.

    Blalab Insight Oy’s Customers have access to the data that represents their organization(s) and/or organizational unit(s) through Blalab portal’s reporting features to the extent that all such data is anonymous. Blalab reports data submitted through Blalab instruments to the Customer given a minimum number of unique responses (as agreed between Blalab and the Customer) for each data-point to be presented in order to retain respondent anonymity. Unless otherwise agreed the standard threshold for The Services to be deemed anonymous is 3.

    Aggregated results of Blalab instruments may be reported to managers higher in the organization i.e. all managers higher in the organizational hierarchy within the direct reporting line. The Customer is solely responsible for the accuracy of reporting lines. Administrator accounts have access to all reports and aggregated data as long as the minimum threshold of valid responses has been met.

  • Confidentiality. Blalab Insights Oy will treat Data provided by you as confidential information and only use and disclose it in accordance with these Terms. However, Data provided by you is not regarded as confidential information if such Data:

    1. is or becomes public (other than through breach of these Terms by Blalab Insights Oy);
    2. was lawfully known to Blalab Insights Oy before receiving it from you;
    3. is received by Blalab Insights Oy from a third party without knowledge of breach of any obligation owed to you; or
    4. was independently developed by Blalab Insights Oy without reference to your Data.

    Blalab Insights Oy may disclose your Data when required by law or legal process, but only after Blalab Insights Oy, if permitted by law, uses commercially reasonable efforts to notify you to give you the opportunity to challenge the requirement to disclose.

  • Security. Blalab Insights Oy undertakes the necessary actions to keep all Data (including personal data) submitted through Blalab Insights Oy’s instruments confidential. Blalab Insights Oy will store and process Data in a manner which ensures confidentiality of the Data. Blalab Insights Oy has implemented technical and administrative systems and procedures to help ensure the security, integrity, and confidentiality of Data and to mitigate the risk of unauthorized access to or use of Data.
• Ownership of Data, its use and reference rights
  • Ownership of Data. All Data acquired by Blalab Insights Oy through your use of the Services (such as survey responses and survey questions and instruments created by the End Users) becomes Blalab Insights Oy’s property. However, to the extent the Data includes personal data, such data will only become property of Blalab Insights Oy when anonymized (thus making it non-personal data). Taking into account what is said about the use of personal data in these Terms, Blalab Insights Oy reserves the right to use any data entered into the system for commercial and research purposes. Blalab Insights Oy may worldwide reproduce, distribute, modify, adapt, create derivative works, transfer to third parties and otherwise exploit the Data as long as these actions do not make publicly available any confidential information on your Business or End Users of the Service. Blalab Insight Oy or its third party research affiliates may make the Data or their research analyses publicly available, however in such a case the Data or research analyses will not incorporate confidential information or personal data. Instruments such as questions added to Blalab instruments are to be freely used by Blalab Insight Oy and may be distributed to third parties by Blalab for research and commercial purposes.
  • Customer/Licensee Lists. Blalab Insights Oy may identify its Customer (by name and logo) as a Blalab Insights Oy’s reference on Blalab Insights Oy’s website and on other promotional and marketing materials.
• Blalab Insights Oy IP
  • Blalab Insights Oy IP. Neither these Terms nor your use of the Services grants you ownership in the Services or the content you access through the Services. These Terms do not grant you any right to use Blalab Insights Oy’s trademarks or other brand elements.
  • Copyright. The Blalab methodology and all expressions of the same are proprietary information of Blalab. Blalab is the owner of (i) all of the techniques, methods, and other works of art which comprise Blalab methodology, including but not limited to such works or knowledge which may constitute a trade secret or protected private information under applicable law; (ii) all of the copyrights in and to all expressions of this methodology and frameworks upon fixation in a tangible medium in accordance with the copyright laws of Finland (such fixation may occur in the form of written materials, educational programs, diagnostic instruments, and otherwise); and (iii) all trademarks, service marks, and other identifying features of the Blalab framework (collectively, the "Intellectual Property").
  • Grant of Limited License. Subject to the conditions set forth herein, Blalab grants to you (Licensee) (i) the limited, non-exclusive licence (the “licence”) to use the Blalab methodology during the use of the Services Blalab provides for you as long as your use is not in breach with any of the applicable Terms.

• “Licensed IP” shall include the Service and any Blalab material distributed through the Service or otherwise(such as but not limited to online surveys, data reports, learning materials including videos) by Blalab and bearing its logo and/or methodology. No part or aspect of the Intellectual Property other than the licensed IP as defined above is licensed to Licensee. The License granted herein is further limited to use in Licensee’s Practice and expressly does not include the right to license or permit Licensee’s clients or customers or others to utilize the Blalab methodology.

• Acceptance of License. Licensee (i) accepts the grant of rights to the Intellectual Property set forth herein; (ii) acknowledges and agrees that Blalab shall retain all right, title and interest in and to the Intellectual Property, including all copyright and trademark interests therein; and (iii) acknowledges and admits that no right, title or interest in or to the Intellectual Property is transferred to Licensee other than the right to use the Intellectual Property under the terms and conditions set forth in these Terms.

• Limited and Subordinate Nature of License. Licensee acknowledges that it is against the law to reproduce, to make a derivative work, to distribute, and to perform or display a copyrighted work of authorship without appropriate permission. This is not an inclusive statement of the limitations and restrictions imposed under the copyright laws. Licensee specifically agrees not to reproduce or transmit any of the Intellectual Property for commercial purposes or in ways commercially detrimental for Blalab or to make derivative works containing Blalab methodology or framework contents, without the written prior consent of Blalab. This includes but is not limited to websites, web portals, presentations, documents, graphics, photographs, slides, documentary materials, audio, or video materials.

  • Feedback. The Licensee agrees to provide Blalab with feedback as a result of its use of Blalab methodology in case Blalab asks for it.
  • Other IP Claims. Blalab Insights Oy respects the intellectual property rights of others, and we expect our users to do the same. If you believe a Blalab Insights Oy user is infringing upon your intellectual property rights, you have the responsibility to notify Blalab Insights Oy about it immediately. Claims of copyright infringement should follow the process available under local law.

• Third Party Resources
  • Third Party Resources. Blalab Insights Oy may publish links in its Services to internet websites maintained by third parties. Blalab Insights Oy does not represent that it has reviewed such third-party websites and is not responsible for them or any content appearing on them. Trademarks displayed in conjunction with the Services are the property of their respective owners.
• Account Management
  • Keep Your Password Secure. If you have been issued an account by Blalab Insights Oy in connection with your use of the Services, you are responsible for safeguarding your password and any other credentials used to access that account. You, and not Blalab Insights Oy, are responsible for any activity occurring in your account (other than activity that Blalab Insights Oy is directly responsible for which is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify Blalab Insights Oy immediately. Accounts may not be shared and may only be used by one individual per account.
  • Keep Your Details Accurate. Blalab Insights Oy occasionally sends notices to the email address registered with your account. You must keep your email address and, where applicable, your contact details and payment details associated with your account current and accurate. Accounts are controlled by the entity whose email address is registered with the account.
  • Account Inactivity. Blalab Insights Oy may terminate your account and delete any content contained in it if there is no account activity (such as a log in event or payment) for over 12 months. However, we will attempt to warn you by email before terminating your account to provide you with an opportunity to log in to your account so that it remains active.
• User Requirements
  • Legal Status. If you are an individual, you may only use the Service if you have separately agreed about it with Blalab Insights Oy (note that these Terms are covering the use of the Services by business customers). If you are not an individual, you warrant that you are validly formed and existing under the laws of your jurisdiction of formation, that you have full power and authority to enter into these Terms, and that you have duly authorized your agent to bind you to these Terms. You represent and warrant that you will comply with all laws and regulations applicable to your use of the Services.
  • Embargoes. You may only use the Services if you are not barred under any applicable laws from doing so. If you are located in a country embargoed by the European Union or other applicable law from receiving the Services you are not permitted to purchase any paid Services from Blalab Insights Oy. You will ensure that: (a) your end users do not use the Services in violation of any export restriction or embargo by the European Union; and (b) you do not provide access to the Services to persons or entities embargoed by the European Union.
• Acceptable Uses
  • Legal Compliance. You must use the Services in compliance with these Terms, and only as permitted by applicable law.
  • Your Responsibilities. You are responsible for your conduct, Data, and communications with others while using the Services. You must comply with the following requirements when using the Services:
    1. You may not purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purposes.
    2. You may not misuse our Services by interfering with their normal operation, or attempting to access them using a method other than through the interfaces and instructions that we provide.
    3. You may not circumvent or attempt to circumvent any limitations that Blalab Insights Oy imposes on your account (such as by opening up a new account to conduct a survey that we have closed for a Terms violation).
    4. Unless authorized by Blalab Insights Oy in writing, you may not probe, scan, or test the vulnerability of any Blalab Insights Oy system or network.
    5. Unless authorized by Blalab Insights Oy in writing, you may not use any automated system or software to extract or scrape data from the websites or other interfaces through which we make our Services available.
    6. Unless permitted by applicable law, you may not deny others access to, or reverse engineer, the Services, or attempt to do so.
    7. You may not transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services.
    8. You may not engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users. Blalab Insights Oy will endeavor to notify you of any abusive or excessive usage to provide you with an opportunity to reduce such usage to a level acceptable to Blalab Insights Oy.
    9. You may not use the Services to infringe the intellectual property rights of others, or to commit an unlawful activity.
    10. Unless authorized by Blalab Insights Oy in writing, you may not resell or lease the Services.
    11. If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless Blalab Insights Oy has agreed with you otherwise.
• Changes and Updates
  • Changes to Terms. Blalab Insights Oy may change these Terms at any time for a variety of reasons, such as to reflect changes in applicable law or updates to Services, and to account for new Services or functionality. The most current version will always be posted on the Blalab Insights Oy website. If an amendment is material, as determined in Blalab Insights Oy’s sole discretion, Blalab Insights Oy will notify you by email. Notice of amendments may also be posted to you upon your login to your account. Changes will be effective no sooner than the day they are publicly posted. In order for certain changes to become effective, applicable law may require Blalab Insights Oy to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to the terms for a Service, you should stop using that Service. By continuing to use the Services you indicate your agreement to be bound by the updated terms.
  • Changes to Services. Blalab Insights Oy constantly changes and improves the Services. Blalab Insights Oy may add, alter, or remove functionality from a Service at any time without prior notice. Blalab Insights Oy may also limit, suspend, or discontinue a Service at its discretion. If Blalab Insights Oy discontinues a Service, we will give you reasonable advance notice to provide you with an opportunity to export a copy of your Data from that Service. Blalab Insights Oy may remove content from the Services at any time in our sole discretion, although we will endeavor to notify you before we do that if it materially impacts you and is commercially reasonable under the circumstances. Blalab reserves the right to terminate the Service for any reason, with a 3 months notice, at any time.
• Breach of Contract
  • Breach of Contract. In the event that either Party materially breaches any of these Terms and fails to cure that breach within 30 days after being notified in writing (in case the breach is reparable in nature), the non-breaching Party shall have the right to terminate this Agreement upon written notice to the breaching party. Rights and obligations (such as possible compensation obligation) in relation to the breach of contract, shall be determined in accordance with the following sections 11 and 12.
• Suspension and Termination of Services
  • By You. The notice period that Customer needs to follow is agreed in the Order Agreement. The notice period ends at the end of a billing cycle. If you terminate a Subscription in the middle of a billing cycle, you will not receive a refund for any period of time you did not use the Service during that or following billing cycles within the notice period unless you are terminating the Agreement for any of the following reasons: (a) we have materially breached these Terms and failed to cure that breach within 30 days after you have so notified us in writing; or (b) a refund is required by law.

  • By Blalab Insights Oy. Blalab Insights Oy may terminate your Subscription at the end of a billing cycle by providing at least 30 days’ prior written notice to you. Blalab Insights Oy may terminate your Subscription for any reason by providing at least 90 days’ written notice to you and will provide a pro rata refund for any period of time you did not use in that billing cycle.

    Blalab Insights Oy may suspend performance or terminate your Subscription for any of the following reasons: (a) you have materially breached these Terms and failed to cure that breach within 30 days after Blalab Insights Oy has so notified you in writing; (b) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (c) you fail to pay fees for 30 days past the due date. Suspension or termination may result in a loss of your data associated with that Service.

    Additionally, Blalab Insights Oy may limit or suspend the Services to you if you fail to comply with these Terms, or if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services. Blalab Insights Oy may also suspend providing the Services to you if we are investigating suspected misconduct by you. If we limit, suspend, or terminate the Services you receive, we will endeavor to give you advance notice and an opportunity to export a copy of your Data from that Service. However, there may be time sensitive situations where Blalab Insights Oy may decide that we need to take immediate action without notice. Blalab Insights Oy will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. Blalab Insights Oy has no obligation to retain your Data upon termination of the applicable Service.

  • Further Measures. If Blalab Insights Oy stops providing the Services to you because you repeatedly or egregiously breach these Terms, Blalab Insights Oy may take measures to prevent the further use of the Services by you, including blocking your IP address.
• Disclaimers and Limitations of Liability
  • Liability of Blalab Insight Oy
    • Disclaimers. While it is in Blalab Insights Oy’s interest to provide you with a good experience when using the Services, there are certain things we do not promise about them. We try to keep our online Services up, but they may be unavailable from time to time for various reasons. The services are provided “as is” and Blalab Insights Oy does not make warranties of any kind, express, implied, or statutory, including those of merchantability, fitness for a particular purpose, and non-infringement or any representations regarding availability, reliability, or accuracy of the services.
    • Limitations of Liability. The aggregate liability of Blalab Insights Oy and its affiliates arising out of or in connection with the Services and these terms will not exceed the lesser of: a) the amounts paid by you to Blalab Insights Oy for use of the Services during the last 12 months prior to the event giving rise to the liability; and (b) 100 euros. Blalab Insight Oy and its affiliates shall not be liable for any indirect, consequential, special, incidental, punitive, or exemplary damages whatsoever, including but not limited to loss of use, data, business, revenues, or profits, whether direct or indirect, arising out of or in connection with the services or these terms, whether based on contract, tort, strict liability, or any other legal theory, even if it has been advised of the possibility of such damages, and even if a remedy fails of its essential purpose.
  • Liability of Customer
    • Liability of Customer. If you breach these Terms and fail to cure that breach within 30 days after being notified in writing (in case the breach is reparable in nature), you shall be liable to Blalab Insight Oy for either: a) 50,000 euros; or b) the actual direct damages incurred by Blalab Insight Oy, whichever is greater. Blalab Insight Oy may in any case decide to claim option a. If the breach of contract is caused by gross negligence or knowing misconduct, option b expands the scope of damages to also include indirect damages.
  • Indemnify. If you are a business, you will indemnify and hold harmless Blalab Insights Oy and its affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding or in connection with your or your end users’ use of the Services or breach of these Terms, to the extent that such liabilities, damages and costs were caused by you or your end users.
• Other Terms
  • Assignment. You may not assign these Terms without Blalab Insights Oy’s prior written consent, which may be withheld in Blalab Insights Oy’s sole discretion. Blalab Insights Oy may assign these Terms at any time without notice to you.
  • Entire Agreement. These Terms (including the Order Agreement and Additional Terms) constitute the entire understanding and agreement ("Agreement") regarding the subject matter hereof between the Parties.
  • Independent Contractors. The relationship between you and Blalab Insights Oy is that of independent contractors, and not legal partners, employees, or agents of each other.
  • Interpretation. The use of the terms "includes", "including", "such as", and similar terms, will be deemed not to limit what else might be included.
  • No Waiver. A party’s failure or delay to enforce a provision under these Terms is not a waiver of its right to do so later.
  • Severability. If any provision of these Terms is found invalid, void or unenforceable in any respect, the Agreement in all other respects shall continue in full force and effect.
  • Third Party Beneficiaries. There are no third party beneficiaries to these Terms.
  • Survival. The following sections will survive the termination of these Terms: 1, 2, 3, 4, 11, 12, and 13 and 14.
  • Governing Law.This Agreement is governed by the laws of Finland.
  • Jurisdiction. 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 (1). The seat of arbitration shall be Helsinki, Finland and the language English (however Parties may provide evidence also in Finnish).
• Language
  • This Agreement was prepared and written in English. To the extent that any translated version conflicts with the English version, the English version controls, except where prohibited by applicable law.