BOSBEC – SUBSCRIPTION AGREEMENT
By accepting this agreement (the “Agreement”), either by clicking a box indicating Your acceptance or by executing an Order Form (as defined below), You agree to the terms of this Agreement.
DEFINITIONS
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
“Order Form(s)” means the ordering functions for purchases.
“Services” means the online, Web-based applications and platform provided by Us via www.bosbec.comand purchases made through Order Forms.
“User Guide” means the user guide/tutorials for the Services, found at www.bosbec.com.
“Users“ means individuals who are authorized by You to use the Services, for whom subscriptions to a Services have been purchased, and who have been supplied user identifications and passwords.
“We,” “Us” or “Our” means Bosbec AB.
“You” or “Your” means the legal entity for which You are accepting this Agreement.
“Your Data” means all electronic data or information submitted by You to the Services or by third parties as a result of Your use of the Services.
SUBSCRIPTION BASIS
The Services are purchased as subscriptions unless otherwise specified in an Order Form. Additional subscriptions may be added during the subscription term at the same pricing as that for the pre-existing subscriptions, prorated for the remainder of the subscription term in effect at the time the additional subscriptions are added.
WEB-BASED SERVICES
We grant to You, and You accept, a non-transferable, nonexclusive right to access the Services via the Internet and use the Services for Your own purpose and operations during the term of this Agreement.
USE OF THE SERVICES
Individual accounts are for designated Users and cannot be shared or used by more than one User, but may be reassigned to new Users replacing former Users.
You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your Data and of how You acquired Your Data, (iii) prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with the User Guide and applicable laws and regulations. You shall not (a) sell, resell, rent or lease the Services, (b) use the Services to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (c) use the Services to store or transmit Malicious Code, (d) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.
The Services may be subject to other limitations, such as, for example, limits on disk storage space, on the number of calls You are permitted to make against Our application programming interface, and, for Services that enable You to provide public websites, on the number of page views by visitors to those websites. The Services provide real-time information to enable You to monitor Your compliance with such limitations.
FEES, PAYMENT
You agree to pay all fees specified in all Order Forms. Except as otherwise specified in an Order Form (i) fees are based on services purchased and not actual usage, (ii) payment obligations are non-cancellable and fees paid are non-refundable, and (iii) the number of User subscriptions purchased cannot be decreased during the relevant subscription term. User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the subscription term.
You will provide Us with valid and updated credit card information and You authorize Us to charge such credit card for all Services. Such charges shall be made in advance, either monthly, annually or in accordance with any different billing frequency agreed. If the Order Form specifies that payment will be by a method other than a credit card, You are responsible for providing billing and contact information in the Services.
If fees are not paid by the due date, then such charges will accrue interest at the rate of 1.5% of the outstanding balance until the date paid. If any amount owing by You under this Agreement is 30 or more days overdue (or 10 or more days overdue if You have authorized Us to charge to Your credit card), We may accelerate unpaid fees so that all such fees become immediately due and payable and suspend the Services until such amounts are paid. However, We will not suspend the Services if the applicable charges are under reasonable and good-faith dispute and You are cooperating diligently to resolve the dispute.
Our listed fees do not include value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively ”Taxes“). You are responsible for paying all Taxes associated with Your purchases. If We have the legal obligation to pay or collect Taxes for which You are responsible, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a tax exemption certificate issued by the appropriate taxing authority.
PROPRIETARY RIGHTS
Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
You may not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivate works based on the Services, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
YOUR DATA & PERSONAL DATA PROTECTION
As between Us and You, You exclusively own all rights, title and interest in and to all Your Data. We have no right to use any of Your Data except as necessary for performance of this Agreement, or to modify, copy or delete data unless and to the extent that We have been authorised to do so by You. See further under Term and Termination regarding Our handling of Your Data upon expiry or termination of the Agreement.
If and to the extent personal data is processed by Us during the performance of the Services, You are the data controller and We are the data processor according to applicable law. We will implement technical and organisational measures necessary to protect personal data and We will only process personal data to fulfil Our obligations under this Agreement, in accordance with the written instructions provided by You and as required by law. Where a requested action does not follow from the Agreement, We have the right to be remunerated for following Your instructions.
CONFIDENTIALITY
”Confidential Information” means Your Data and confidential information disclosed by a party (”Disclosing Party“) to the other party (”Receiving Party“), that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. However, Confidential Information (other than Your Data) 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 prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
The Receiving Party shall (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information, (ii) not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (iii) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements.
Without limiting the above, We shall maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data. We shall not (a) modify Your Data, (b) disclose Your Data except as expressly permitted in writing by You, or (c) access Your Data except to provide the Services or prevent or address service or technical problems.
The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party notice of such disclosure (to the extent permitted).
WARRANTIES AND DISCLAIMERS
We warrant that the Services shall perform materially in accordance with the User Guide, and that the functionality of the Services will not be materially decreased or interrupted. For any breach of either such warranty, Your exclusive remedy is repayment of a reasonable part of fees accrued after You have informed Us of the breach. Except as expressly provided herein, neither party makes any warranties of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law. We may at any time make such modifications to the Services which will not materially adversely affect Your use thereof. Such modifications are not a breach of the warranty in this Section.
DISCLAIMER FREE TRIAL
Any data You enter into the services, and any customizations made to the Services, during a free trial will be lost unless You purchase a subscription to the same Services as those covered by the trial or export such data, before the end of the trial period. You cannot transfer data entered or customizations made during the free trial to a service that would be a downgrade from that covered by the trial; therefore, if You purchase a service that would be a downgrade from that covered by the trial, You must export Your data before the end of the trial period or Your data will be lost. During the free trial the services are provided on an “as-is” basis without any warranty.
MUTUAL INDEMNIFICATION
We shall defend You against any claim, demand, suit, or proceeding (”Claim“) made or brought against You by a third party alleging that the use of the Services as permitted hereunder infringes the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against You in connection with any such Claim; provided, that You (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defence and settlement of the Claim (provided that We may not settle any Claim unless the settlement unconditionally releases You of all liability); and (c) provide to Us all reasonable assistance.
You shall defend Us against any Claim made or brought against Us by a third party alleging that Your Data, or Your use of the Services in violation of this Agreement, infringes the intellectual property rights of a third party or violates applicable law, and shall indemnify Us for any damages finally awarded against Us in connection with any such Claim; provided, that We (a) promptly give You written notice of the Claim; (b) give You sole control of the defence and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally release Us of all liability); and (c) provide to You all reasonable assistance.
This Section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this Section.
TERM AND TERMINATION
This Agreement commences on the date You accept it and continues until all User subscriptions have expired or been terminated. If You elect to use the Services for a free trial period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end of the free trial period.
Subscriptions purchased by You commence on the start date specified and continue for the specified subscription term. Except as otherwise specified in the applicable Order Form, all subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You notice through the Services of a pricing increase at least 30 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal. Any pricing increase shall not exceed 7% over the pricing for the relevant Services in the immediately prior subscription term, unless the pricing in such prior term was designated as promotional or one-time. The prices for SMS can be changed on a daily basis.
A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Your Data, data You enter into the services and any customizations made to the Services, will be deleted at the expiry of the Agreement. You understand that such data will be lost unless You export such data before the expiry of the Agreement.
LIMITATION OF LIABILITY
In no event shall Our aggregate liability arising out of or related to this Agreement, whether in contract or under any other theory of liability, exceed the total amount paid by You hereunder or, with respect to any single incident, the lesser of EUR 10,000 or the amount paid by You hereunder in the 12 months preceding the incident (excluding any SMS-fees or other similar costs). The foregoing shall not limit Your obligation to pay the fees. In no event We have any liability for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract or under any other theory of liability, and whether or not We have been advised of the possibility of such damages.
DISPUTES AND GOVERNING LAW
Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The place of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be English. The proceedings, any information submitted to or related to the proceedings and any decisions and/or awards shall be regarded as Confidential Information.