Terms of Use

Thank you for using Smoothly. By using Smoothly, you agree to our Terms of Service, which
is a legal agreement. If you are using Smoothly for an organization, you are agreeing on
behalf of that organization. Our Terms of Service apply to your use of our Websites and

1 Definitions

By “we”, “our”, or “us”, we refer to Smoothly Oy (Finnish business ID 2640746-6, located at
Otakaari 5, 02150 Espoo, Finland), our employees, directors, officers, affiliates, and

By “you”, “your”, “customer”, or “customer´s”, we refer to the person or entity registered with
us to use the Smoothly Services.

By “Terms,” we mean our Terms of Service, which includes our Privacy Policy.

By “Websites,” we mean our websites located at Smoothly.fi, including all subdomains and
sites associated with those domains, and other websites that we operate now and in the

By “Services,” we mean our Websites, Application Programming Interfaces (APIs),
applications, our content, and various third-party services that make up Smoothly.

By “Smoothly,” we mean our Websites and Services collectively.

By “information,” we mean all the different forms of data that you provide us and that we
collect from you from your use of the Services, your software, and your devices.

By “Fee” we mean the fees (as specified in the applicable Plan) payable by Customer to
Smoothly for the right to receive access to the Services.

2 General Rules

To use Smoothly, you must (a) be at least eighteen (18) years of age; (b) complete the
registration process; (c) provide current and accurate information; (d) agree to these Terms;
and (e) promise to follow these rules:

You are responsible for all content you provide and your activities on Smoothly; You will use
Smoothly in compliance with all applicable laws, rules, and regulations; You will not use
Smoothly to solicit the performance of any activity which infringes our rights or the rights of
others; and You will not use Smoothly to upload, transmit, or otherwise distribute any
objectionable content, as solely determined by us.

If you break any of your promises above or any of the rules in these Terms, we may terminate
your account. Your actions may also subject you to legal consequences.

As long as you comply with our Terms of Service, we grant you a non-exclusive, non-transferable, limited privilege to use Smoothly. Your use of Smoothly is at your own risk.

3 Fees and payment

In consideration for the receipt of the Services, Customer shall pay Smoothly the Fees
specified in the applicable Plan. Smoothly reserves the right to amend the Fees on not less
than 60 days’ advance notice in writing to Customer.

Fees for the Services will be invoiced monthly or as otherwise as specified in the applicable
Plan. Customer is responsible for maintaining complete and accurate billing and contact
information with Smoothly.

Any payment not received from Customer by the due date accrue late charges (maximum
rate permitted by law).

Smoothly shall have the right to use the capabilities of the Services to monitor the use of the
Services and Customer’s compliance with this Agreement.

If Customer’s account is overdue (except concerning charges then under reasonable and
good faith dispute), in addition to any of its other rights or remedies, Smoothly reserves the
right to suspend the Services provided to Customer, without liability to Customer, until such
amounts are paid in full.

4 Ownership rights

Rights to Content. Smoothly hereby assigns all of its right, title and interest in and to the
Content (including the copyrights in the Content) to Customer on delivery of such Content to
Customer and payment of all corresponding Fees by the Customer. Restrictions to the
abovementioned: Smoothly has the right to mention the collaboration and use the resulting
material as its reference. Smoothly may use the resulting material internally for training

Rights to the Services. Subject to the limited rights expressly granted hereunder, Smoothly
reserves all rights, title and interest in and to the Services, including all related intellectual
property rights therein. No rights are granted to Customer hereunder other than as expressly
outlined in this Agreement. Customer and its Users are permitted to access the Services
solely for Customer’s internal business purposes.

Restrictions. Customer shall not (and shall not allow any third party to): circumvent any user
limits or other timing or use restrictions that are built into the Services; access the Services to
build a competitive product or service, or copy any ideas, features, functions, or graphics of
the Services; or otherwise use the Services in violation of applicable law (including any export
law) or outside the scope expressly permitted under this Agreement. Customer may use the
Content or any excerpt from the Content to promote its products or services.

Customer Information. As between Smoothly and Customer, Customer exclusively owns all
rights, title, and interest in and to all Customer Information. Customer Information is deemed
Customer’s Confidential Information under this Agreement. Smoothly shall not access
Customer’s User accounts, including Customer Information, except to respond to service or
technical problems or at Customer’s request or as necessary for the operation of the Services
or billing. Customer hereby grants Smoothly a non-exclusive, non-transferable (except in
connection with the permitted assignment of this Agreement), irrevocable, sublicensable
(through multiple tiers), worldwide, royalty-free, fully paid-up, perpetual license to use,
aggregate, collect, analyse and otherwise exploit the Customer Information, Content and
other information relating to the performance of the Services and Smoothly shall be free
(during and after the Term) to (i) use such Customer Information, Content and other
information to improve and provide Smoothly’s products and services, and (ii) disclose such
Customer Information, Content and other information solely in an aggregated and
anonymized format that does not identify Customer or any individual (“Aggregated
Information”). Smoothly shall own all Aggregated Information created from the Customer
Information and Content.

Suggestions. Smoothly shall have a royalty-free, worldwide, transferable, sublicensable
(through multiple tiers), irrevocable, perpetual, unrestricted license to use or incorporate into
the Services and/or any other products or services any suggestions, enhancement requests,
recommendations or other feedback provided by Customer or its Users relating to the

Third-Party Services. The Services may provide links or other access to services, sites,
technology, and resources that are provided or otherwise made available by third parties (the
“Third-Party Services”). Additionally, Customer may enable or log in to the Services via
various online Third-Party Services, such as social media and social networking services.
Customer’s access and use of the Third-Party Services may also be subject to additional
terms and conditions, privacy policies, or other agreements with such third party, and
Customer may be required to authenticate to or create separate accounts to use Third-Party
Services on the websites or via the technology platforms of their respective providers. Some
Third-Party Services will provide Smoothly with access to certain information that Customer
has provided to third parties, including through such Third-Party Services, and Smoothly will
use, store and disclose such information by our Privacy Policy. For more information about
the implications of activating Third-Party Services and Smoothly’s use, storage and disclosure
of information related to Customer and Customer’s use of such Third-Party Services within
the Service, please see our Privacy Policy. Smoothly has no control over and is not
responsible for such Third-Party Services, including for the accuracy, availability, reliability, or
completeness of information shared by or available through Third-Party Services, or on the
privacy practices of Third-Party Services. Smoothly encourages Customer to review the
privacy policies of the third parties providing Third-Party Services before using such services.
Customer, and not Smoothly, will be responsible for any costs and charges associated with
Customer’s use of any Third-Party Services. Smoothly enables these Third-Party Services
merely as a convenience and the integration or inclusion of such Third-Party Services does
not imply an endorsement or recommendation. Any dealings Customer has with third parties
while using the Services are between Customer and the third party. Smoothly will not be
responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be
caused by or in connection with the use of or reliance on any Third-Party Services.

5 Confidentiality

As used herein, “Confidential Information” means all confidential and proprietary information
of a party (the “Disclosing Party”) disclosed to the other party (the “Receiving Party”), whether
orally or in writing, that is designated as confidential or that reasonably should be understood
to be confidential given the nature of the information and the circumstances of disclosure,
including the terms and conditions of this Agreement, pricing and other terms reflected in the
applicable Plan hereunder, the Services, business and marketing plans, technology and
technical information, product designs, and business processes. Confidential Information shall
not include any information that: (i) is or becomes generally known to the public without
breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party
before its disclosure by the Disclosing Party without breach of any obligation owed to the
Disclosing Party; (iii) was independently developed by the Receiving Party without breach of
any obligation owed to the Disclosing Party; or (iv) is received from a third party without
breach of any obligation by the Receiving Party or such third party owed to the Disclosing

The Receiving Party shall not disclose or use any Confidential Information of the Disclosing
Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s
prior written permission.

Each party agrees to protect the confidentiality of the Confidential Information of the other
party in the same manner that it protects the confidentiality of its proprietary and confidential
information of like kind (but in no event using less than reasonable care).

If the Receiving Party is compelled by law to disclose Confidential Information of the
Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled
disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing
Party’s cost, if the Disclosing Party wishes to contest the disclosure.

If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential
Information of the Disclosing Party in breach of confidentiality protections in this Agreement,
the Disclosing Party shall have the right, in addition to any other remedies available to it, to
seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that
any other available remedies may be inadequate.

6 Cancellation and Termination

You are solely responsible for the proper cancellation of your account. You may cancel your
account at any time by going to Settings and closing your account. Closing your account will
not end your Smoothly Service subscription.

In the event of cancellation or termination, your account will be immediately disabled, and
your account and information cannot be recovered once the account is closed. We retain the
right to retain or delete data provided to us by you at our sole discretion.
We also reserve the right but do not have any obligation, to refuse service to anyone and
close your account(s) without notice for any or no reason at all.

7 Indemnification

You agree to indemnify and hold us harmless from any demands, loss, liability, claims or
expenses (including attorneys’ fees) made against us by any third party due to or arising out
of or in connection with your use of Smoothly.

8 Representations and Warranties

To the maximum extent permitted by law, we provide Smoothly on an “as is” and “as
available” basis, which means we don’t provide warranties of any kind, either express or
implied, including, but not limited to, warranties of merchantability and fitness for a particular
purpose and to any warranties that (i) Smoothly will meet your specific requirements, (ii)
Smoothly will be uninterrupted, timely, secure, or error-free, (iii) the results that may be
obtained from the use of Smoothly will be accurate or reliable, (iv) the quality of any products,
services, information, or other material purchased or obtained by you through Smoothly will
meet your expectations, and (v) any errors in Smoothly will be corrected.

9 Limitation of Liability

To the fullest extent permitted by law, you assume full responsibility for and we disclaim
liability to you for any indirect, consequential, exemplary, incidental, or punitive damages,
including lost profits, even if we had been advised of the possibility of such damages.
We disclaim any liability for the acts, omissions, and conduct of any third parties related to
your use of Smoothly and any linked sites and services. Your sole remedy against us for
dissatisfaction with Smoothly is to stop using Smoothly. This limitation of relief is a part of the
bargain between you and us. The preceding disclaimer applies to any damages, liability, or
injuries whether for breach of contract, tort, negligence, or any other cause of action.
If notwithstanding the other provisions of the Terms, we are found to be liable to you for any
damage or loss which arises out of or is in any way connected with your use of the Website or
any of our Services, our liability shall not exceed what you paid us for the Services in the
previous months. Some jurisdictions do not allow limitations of liability, so the foregoing
limitation may not apply to you.

10 Governing Law and Jurisdiction

Any claim relating to Smoothly or its Services shall be governed by the laws of Finland
without regard to its conflict of law provisions. You agree that any dispute arising from or
relating to the subject matter of these Terms of Use shall be governed by the exclusive
jurisdiction and venue of the local courts of Helsinki, Finland.

11 Force Majeure

We shall not be liable for any failure to perform our obligations hereunder where such failure
results from any cause beyond our reasonable control, including, without limitation,
mechanical, electronic or communications failure or degradation (including ’line-noise’

12 Assignments

You may not assign any of your rights under this agreement to anyone else. We may assign
our rights to any other individual or entity at our discretion.

13 Entire Agreement

These Terms and all documents incorporated into these Terms by reference constitute the
entire agreement between you and us and govern your use of Smoothly, superseding any
prior agreements between you and us (including, but not limited to, any prior versions of the
Terms of Service).

14 Changes to Smoothly

We reserve the right, at our sole discretion, to change, modify, add, or remove portions of the
Terms, at any time. Amendments or changes to these Terms won’t be effective until we post
revised Terms on the Website. Unless explicitly stated otherwise, any new features that
augment or enhance Smoothly shall be subject to the Terms.
It is your responsibility to check the Terms periodically for changes. Your continued use of
Smoothly following the posting of changes will mean that you accept and agree to the

We reserve the right to do any of the following, at any time, without notice to you: (1) to
modify, suspend or terminate the operation of or access to Smoothly, or any portion of
Smoothly for any reason; (2) to modify or change Smoothly, or any portion of Smoothly, and
any applicable policies or terms; and (3) to interrupt the operation of Smoothly, or any portion
of Smoothly, as necessary to perform routine or non-routine maintenance, error correction, or
other changes.

15 Questions

If you have any questions regarding this Terms of Service, please contact us by email at
Last updated: June 1, 2022