These terms apply to business customers. If an order form, software as a service agreement, data processing agreement, or other signed agreement conflicts with these terms, the signed agreement controls to the extent of that conflict.
1. Scope, application, and definitions
1.1 These Userlens General Terms and Conditions ("GTC") apply to the Services provided by Userlens, Inc. ("Userlens") to the customer ("Customer") under the Agreement.
1.2 Userlens and Customer are each a "Party" and together the "Parties."
1.3 "Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a Party. An entity is controlled by another if that other entity holds fifty percent or more of its voting rights, can direct its affairs, or can control the composition of its board or equivalent body.
1.4 "Agreement" means the software as a service agreement or order entered into between the Parties, including these GTC, any attached appendices, amendments, data processing terms, and any additional Services subsequently agreed by the Parties.
1.5 "Intellectual Property Rights" means patents, utility models, designs, copyrights, trademarks, trade secrets, database rights, and any other statutory or similar intellectual property protection, including applications for those rights.
1.6 "Service" means Userlens's customer adoption and retention platform, including the collection, processing, and analysis of customer and product usage data, campaign configuration, AI-powered features, generation and delivery of customer communications, and related capabilities provided under the Agreement.
1.7 "Software" means Userlens's proprietary software, including the Userlens platform, APIs, integrations, and any changes, updates, upgrades, modifications, enhancements, and related documentation made available by Userlens.
2. Use of the Service
2.1 Subject to Customer's compliance with the Agreement and payment of the applicable fees, Userlens grants Customer and its Affiliates a non-exclusive, non-transferable, limited right to access and use the Service during the term and solely for the purpose specified in the Agreement. Customer is responsible for its Affiliates' and subcontractors' use of the Service.
2.2 Customer may not resell or otherwise distribute the Service to third parties without Userlens's written consent.
2.3 Userlens may make changes to the Service that do not materially reduce its contents, are necessary to prevent security risks, or result from law or regulation. If such a change materially affects the Service, Userlens will inform Customer in advance when reasonably possible, or promptly after the change otherwise.
2.4 Userlens may make other material changes after informing Customer in writing at least thirty days before the effective date. If Customer does not accept such a change, Customer may terminate the affected Agreement by written notice effective on the date of the change.
2.5 Customer acknowledges that deployment depends on Customer providing required information and fulfilling its other obligations. Userlens is not liable for delays or damages attributable to Customer's failure to do so.
3. Customer's main obligations
3.1 Customer will perform its responsibilities with due care and in accordance with the Agreement.
3.2 Customer is responsible for acquiring and maintaining the hardware, connections, software, accounts, and permissions needed to use the Service, including connecting its databases, analytics tools, communication providers, and other integrations. Customer is responsible for related data communication and similar costs and for preparing its systems to meet agreed requirements.
3.3 Customer will provide sufficient, accurate, and current information for deployment and use of the Service. Customer is responsible for the data, information, instructions, campaign rules, and approvals it provides, including their clarity, readability, usability, and accuracy.
3.4 Customer warrants that it has all rights, permissions, notices, and lawful bases required to provide data to Userlens, have Userlens process that data, and authorize communications through the Service. Customer is responsible for the lawfulness of its data collection, campaign instructions, contact audiences, message content it supplies, and use of the Service.
4. Term and termination
4.1 The Agreement enters into force on its effective date and remains in force for the term specified in the Agreement.
4.2 Either Party may terminate the Agreement for cause with immediate effect if the other Party materially breaches the Agreement and does not remedy the breach within thirty days after written notice, when the breach is capable of remedy, or if the other Party is declared bankrupt, placed into liquidation or financial restructuring, or is otherwise insolvent.
4.3 If the Agreement continues until further notice, Customer may terminate it with thirty days' written notice and Userlens may terminate it with ninety days' written notice. Userlens is not required to refund advance payments when Customer terminates under this section.
5. Intellectual Property Rights and indemnity
5.1 All rights, title, and interest, including all Intellectual Property Rights in the Service and any improvement or development of it, belong exclusively to Userlens or its licensors.
5.2 Customer retains all rights, title, and interest in data transferred or stored by Customer in the Service. By submitting data to Userlens, Customer warrants that it has the rights, licenses, and permissions required for Userlens to process that data for the purposes of the Agreement.
5.3 Userlens will defend Customer, at Userlens's expense, against a third-party claim that Customer's use of the Service according to the Agreement infringes that third party's copyright or patent valid in the European Economic Area, provided that Customer:
- notifies Userlens of the claim promptly;
- provides available information, permissions, and reasonable assistance without charge;
- gives Userlens exclusive control of the defense and settlement; and
- does not settle or admit the claim without Userlens's prior written consent.
5.4 If Customer complies with Section 5.3, Userlens will pay damages finally awarded to the third-party claimant by a competent court or arbitration tribunal, or agreed in a settlement approved by Userlens.
5.5 If Userlens reasonably believes the Service infringes or may infringe third-party rights, Userlens may, at its expense and discretion, modify the Service, obtain a right for Customer to continue using it, or terminate the affected Service and Agreement. If Userlens terminates, it will refund prepaid fees for the unused terminated period.
5.6 This indemnity does not apply to a claim based on use contrary to the Agreement, modification by anyone other than Userlens, Customer data or instructions, combination with items not provided by Userlens, or continued use after Userlens has provided a non-infringing alternative.
5.7 This Section 5 states Userlens's entire liability and Customer's exclusive remedy for infringement of third-party Intellectual Property Rights.
6. Confidentiality
6.1 Each receiving Party will keep confidential all non-public technical, commercial, financial, product, security, and other information received from the other Party that is marked confidential or should reasonably be understood as confidential ("Confidential Information"). The receiving Party may use Confidential Information only to perform or exercise its rights under the Agreement. Customer may not use, reverse engineer, disassemble, decompile, or disclose Userlens Confidential Information to develop a competing or replacement service, except where a restriction is prohibited by mandatory law.
6.2 A receiving Party may disclose Confidential Information only to Affiliates, personnel, professional advisers, and subcontractors that need to know it for the Agreement and are subject to confidentiality obligations at least as protective as this Section 6.
6.3 Confidentiality obligations do not apply to information the receiving Party can demonstrate was lawfully known without restriction before disclosure, becomes public without breach, is received lawfully from a third party without a duty of confidentiality, or is independently developed without use of the Confidential Information.
6.4 Userlens may collect, analyze, and use aggregated or de-identified data for product and business development, including improving analytics and AI-powered features, provided it does not identify or reasonably relate to an individual or Customer.
6.5 On termination or when Confidential Information is no longer needed, the receiving Party will cease using it and, on request, return or destroy it. A Party may retain copies required by law and copies maintained in routine backups, subject to continuing confidentiality obligations.
6.6 Each Party may use general professional skills and experience retained in the unaided memories of its personnel, provided that use does not disclose Confidential Information or infringe Intellectual Property Rights.
6.7 This Section 6 survives expiry or termination for three years. Obligations concerning trade secrets and personal data survive for as long as the information remains protected under applicable law.
7. Processing of personal data
7.1 To the extent Customer provides personal data through the Service, Customer remains the controller and Userlens processes that data on Customer's behalf. Userlens processes personal data according to Customer's documented instructions, the Agreement, and applicable data protection law.
7.2 Userlens will implement appropriate technical and organizational measures to protect Customer personal data, including reasonable confidentiality obligations and access controls.
7.3 Taking into account the nature of processing, Userlens will reasonably assist Customer with applicable data protection obligations, including data subject and supervisory authority requests. Userlens will notify Customer of a confirmed personal data breach without undue delay. Userlens may charge reasonable costs for assistance beyond the standard Service when permitted by the Agreement and law.
7.4 Userlens will provide information reasonably necessary to demonstrate compliance and will contribute to audits relating to Customer personal data under reasonable agreed conditions. Customer is responsible for its audit costs, and Userlens may charge reasonable costs for burdensome or repeated assistance.
7.5 On request, Userlens will provide information about relevant subprocessors and processing locations. Customer represents that it has the notices, authorizations, and lawful bases required for the processing described in the Agreement.
7.6 Customer authorizes Userlens to use subprocessors, including infrastructure, communication, analytics, and AI service providers such as Anthropic, to provide the Service. Userlens will require subprocessors to protect Customer personal data under obligations appropriate to the processing and remains responsible for their performance to the extent required by law.
7.7 Unless the Parties agree otherwise, standard Customer data retention covers the current rolling year and the two previous calendar years. Longer retention may require additional fees.
7.8 On termination or Customer's valid written request, Userlens will delete or return Customer personal data, except where retention is required by law or maintained temporarily in secure backups.
7.9 If the Parties enter into a separate data processing agreement, that agreement controls for personal data processing matters in the event of a conflict with this Section 7.
8. Data security
8.1 Each Party will comply with agreed written security requirements and applicable security law. If the Parties have not agreed otherwise, Section 8.2 applies.
8.2 Each Party will protect its environments, equipment, communications, service production facilities, accounts, credentials, and business premises using security procedures appropriate to its role. Userlens is not responsible for the security or availability of public communications networks or for Customer systems and third-party services outside Userlens's control.
9. Warranty
9.1 Userlens does not warrant that the Service will be uninterrupted or error-free. Userlens will use commercially reasonable efforts to correct material errors or deficiencies reported by Customer.
9.2 Customer is responsible for errors or deficiencies caused by unauthorized changes, use contrary to the Agreement or documentation, Customer data or instructions, network issues, or products and services not supplied by Userlens.
9.3 Userlens is not responsible for the operation or function of Customer or third-party products, services, actions, or omissions, including connected data and communication providers.
9.4 To the extent permitted by mandatory law, the Service is provided "as is" and "as available." Userlens disclaims other express or implied warranties, including merchantability, correctness, non-infringement, and fitness for a particular purpose.
10. Limitation of liability
10.1 The total aggregate liability of a Party arising under or in connection with the Agreement will not exceed the lesser of EUR 5,000 or the fees, excluding VAT, paid by Customer during the six months immediately preceding the event giving rise to liability.
10.2 Neither Party is liable to the other Party or a third party for indirect, incidental, consequential, punitive, or special loss or damage, or for loss of profit, revenue, business, data, or goodwill.
10.3 These limitations do not apply to liability that cannot be limited by mandatory law, damage caused by willful misconduct or gross negligence, breach of Section 6, or Customer's infringement of Userlens's Intellectual Property Rights.
11. Audits
11.1 No more than once per contract year, Customer may use a reputable independent auditor that is not a Userlens competitor to audit records materially related to the Service when reasonably required for Customer's internal or external audit purposes. The auditor must sign an appropriate confidentiality agreement. The Parties will agree the timing, scope, method, and security conditions in advance. An audit may not unreasonably burden Userlens or endanger its delivery, quality, security, or other customers' confidentiality. Customer will provide Userlens a copy of the audit report.
11.2 Customer bears its own audit costs and the auditor's costs. Userlens bears its reasonable internal costs unless the audit is unusually burdensome, repeated, or reveals no material non-compliance, in which case Userlens may charge reasonable costs as agreed or permitted by the Agreement.
12. Force majeure
12.1 Neither Party is liable for delay or failure caused by an event beyond its reasonable control, including labor unrest, natural disaster, war, government action, widespread internet or utility failure, or failure of a critical provider not caused by that Party. The affected Party will notify the other Party promptly and use reasonable efforts to reduce the effect.
12.2 Early termination or material interruption of a hardware or software provider used to produce the Service may be a force majeure event when it is outside Userlens's reasonable control.
13. Miscellaneous
13.1 A failure or delay in exercising a right does not waive that right.
13.2 Amendments to an Agreement must be made in writing, except for updates to these online GTC made under Section 16.
13.3 If a provision is unenforceable or illegal, the remaining provisions remain effective. The invalid provision will be adjusted only to the extent needed to make it enforceable while preserving its intent.
13.4 Provisions that by their nature should survive termination will survive.
13.5 Customer may not assign the Agreement without Userlens's written consent, except to an Affiliate or in connection with a merger or sale of substantially all of Customer's business, provided the assignee agrees in writing to the Agreement. Userlens may assign the Agreement to an Affiliate or in connection with a reorganization, merger, financing, or sale of its business or assets.
14. Applicable law
14.1 The Agreement is governed by the laws of Finland, excluding its choice of law provisions.
15. Arbitration
15.1 Any dispute, controversy, or claim arising out of or relating to the Agreement, or its breach, termination, or validity, will be finally settled by arbitration under the Arbitration Rules of the Finland Chamber of Commerce. There will be one arbitrator. The seat of arbitration will be Helsinki, Finland. The arbitration language will be English.
16. Changes and contact
16.1 Userlens may update these GTC. For a material change affecting an active Agreement, Userlens will provide notice as required by Section 2.4 or the applicable Agreement. Other changes take effect when posted. The version in effect when an order is entered applies unless the Parties agree otherwise.
Questions about these terms may be sent to ankur@userlens.io.