TERMS OF SERVICE for COLABERS services and products

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1.                 ACCEPTANCE OF TERMS 

1.1 These ”Terms of Service” apply to the services and products provided by COLABERS AB, a Swedish corporation with organization number 556319-0494, “COLABERS”.

1.2 Terms of Agreement for access to the services and/or products that are provided by COLABERS is met with when a company or a legal entity “Licensee” purchases for its employees, contractors, clients and/or partners use of the service and/or products, “Users”. All Users shall at first login to the Service agree to these Terms of Service.

1.3 Agreement for access to the services, “License Agreement”, between COLABERS and the Licensee pertain to the services and products that at any given point are included in the agreement. The services and/or products are provided according to the financial terms agreed upon by the parties in the License agreement and according to these Terms of service.

 

2.                 DESCRIPTION OF SERVICE

2.1 The Service includes, and is limited to, a service, a website, or mobile application that allows a user access to and use of a single COLABERS account. ”COLABERS” herein means an online contextual collaboration tool that enables the users to share and distribute information.

2.2 COLABERS continuously updates its services and products and reserves the right to change, remove and/or add features. Any new features, including, but not limited to the release of new tools and resources, shall be subject to these Terms of Service.

2.3 A “COLABERS Account” or “Account” referred to herein means a service, web site, or mobile application, provided by COLABERS, where a single user may use COLABERS to create, update, share, and publish information, data, text, messages and/or other materials (“User Content”).

2.4 A COLABERS Account shall have a unique email address attached to it, belonging to the User.

2.5 The services may contain information, data, text, photographs, videos, graphics, and interactive features generated in, provided by, or otherwise made accessible on or though the service, known collectively as “Content”.

2.6 COLABERS takes no responsibility for any third-party Content or User Content, including, without limitation, any viruses or other disabling features, nor does COLABERS have any obligation to monitor such third-party Content. COLABERS reserves the right at all times to remove or refuse to distribute any Content on the Service, such as Content which violates these Terms of Service.

2.7 COLABERS also reserves the right to access, read, preserve, and disclose any information as it reasonably believes is necessary to

a)         satisfy any applicable law, regulation, legal process or governmental request,

b)         enforce these Terms of Service, including investigation of potential violations thereof,

c)         detect, prevent, or otherwise address fraud, security or technical issues,

d)         respond to user support requests, or

e)         protect the rights, property or safety of COLABERS, its users and the public.

COLABERS will not be responsible or liable for the exercise or non-exercise of its rights under neither these Terms of Service or License Agreement.

 

3.                 RIGHTS

3.1 COLABERS, its affiliates or suppliers, as applicable, retain ownership of all proprietary rights in the Service and in all trade names, trademarks and service marks associated or displayed with the Service. Licensees or users may not remove, deface or obscure any of COLABERS’, its affiliates or suppliers copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the service. COLABERS is a registered trademark of COLABERS AB.

3.2 Licensees and/or users may not reverse engineer, reverse compile or otherwise reduce to human readable form any software associated with the service.

3.3 COLABERS grants the Licensee, during the period of validity of the License Agreement a worldwide, non-exclusive, non-sub-licensable and non-transferable license to let its Users use the service in accordance with the License Agreement and these Terms of Service.

3.4 COLABERS reserves the right to, without prior warning, prohibit users’ right to use the services, if suspicion arises that these Terms of Service have been breached.

3.5 When a User submits content or information to the Services, “User Content”, the User acknowledge and agree that the User Content is owned by the Licensee. Licensee may therefor provision or deprovision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign tasks, share documents and these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all User Content.

3.6 Both the Licensee and the User agree that is solely the Licensee’s responsibility to

a) Inform Users of any relevant policies and practices set forth by the Licensee and any settings that may affect the processing of User content.

b) Obtain any right, permissions or consents from User that are necessary for the lawful use of User content and the operations of the Services; and

c) Respond to and resolve a dispute with a User regarding to it based on User Content, the services or Licensee’s failure to fulfil these obligations.

Colabers make no representations or warranties of any kind, whether express or implied, to Users relating to the Services, which is provided to them on an “as is” and “as available” basis.

 

4.                 USE OF SERVICE

4.1 COLABERS grants each user of the Service a worldwide, non-exclusive, non-sub-licensable and non-transferable license to use Content solely for the purpose of using the Service.

4.2 If a User, belonging to a company and/or entity, ends its employment or contract with the Licensee its rights to use the Service as a “User” subsequently ends.

4.3 Licensees or Users may not, beyond what is necessary for them for their own administration and/or use of the Service, transfer, sub-license or in any other way spread user access to any other than the assigned users.

4.4 The Users shall also adhere to all other regulations, instructions, directions, and limitations issued by COLABERS, its affiliates or partners.

4.5 Users can under the services and in accordance with detailed restrictions announced by COLABERS store User content within the Service. The Licensee is responsible for ensuring that all such storage and processing of the material is in accordance with the applicable law.

4.6 COLABERS shall treat such material as confidential. Licensee shall hold COLABERS harmless from all claims, costs and any other damages that such materials can cause COLABERS. COLABERS reserves the right to delete such material on suspicion that it is not stored and/or processed in accordance with applicable law and prohibit users right to use the Services.

4.7 The Licensee and/or User understand and agree that the service may include certain communications from COLABERS, such as service announcements, administrative messages, etc., and that these communications are considered part of the service. Users will not be able to opt out of receiving them.

4.8 The Licensee and/or Users agree not to access the Service by any means other than through the interfaces that are provided by COLABERS for use in accessing the Service.

 

5.                 TRIAL PERIOD

5.1 These Terms of service will also be applicable to the use of the Service on a trial basis.

5.2 By using the service, Users signify their irrevocable acceptance of these Terms of service.

 

6.                 PRIVACY POLICY

6.1 COLABERS is the data controller for the personal data as provided by the Licensee and/or Users to COLABERS. COLABERS shall process personal data in accordance with the currently applicable data protections act and legislation in Sweden. Personal information will be used for administration of the service and for COLABERS fulfillment of the License Agreement. Personal data will be erased when no longer necessary for these purposes. Users have the right to request information from COLABERS about the processing of personal data and to request that inaccurate data be corrected.

6.2 The Licensee and the Users agree to COLABERS processing of personal data in the manner described in paragraph 6.1.

 

7.                 TECHNICAL REQUIREMENTS

7.1 For applicable technical requirements, COLABERS refer to its website www.colabers.com.

7.2 The Licensee and the User are solely responsible for providing any and all equipment necessary to access the service. In order to use the service, one must obtain access to the World Wide Web, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, it is the sole responsibility of the Licensee and/or User to provide any and all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access devices.

 

8.                 MAINTENANCE AND SUPPORT

8.1 COLABERS reserves the right to completely or partially shut down one or several services for performing maintenance, updates or similar measures.

8.2 No support is provided under these Terms of Service. COLABERS may provide technical support for the Service and/or Products within a separate agreement. Such an agreement shall be in writing.

 

9.                 WARRANTIES

9.1 To the fullest extent permitted by law, COLABERS and its affiliates expressly disclaim all representations and warranties of any kind with respect to the service or any other products, whether, express or implied, including, but not limited to, any and all warranties

a)         of merchantability or fitness for a particular purpose;

b)         of non-infringement and title;

c)         that any use of the service will be free from any interruptions, delays, inaccuracies, server down-time, errors or omissions;

d)         that the site will be secure, or free of viruses, worms or other harmful components;

e)         that information, data or materials presented or displayed on this site are correct, accurate or reliable.

 

10.              PAYMENT

10.1 The Licensee is responsible for payment according to the License Agreement or in other cases at each time applicable rates.

10.2 Fees are paid in advance by invoice with payment terms of thirty (30) days net from the invoice date.

10.3 In cases of delayed payment Licensees are charged interest from the due date. If a reminder is sent to the Licensee, Licensees may be charged a reminder fee. In cases of payment delay COLABERS retains the right to temporarily suspend the Users access to the Services until all overdue amounts are paid and/or terminate the license at the conclusion of fourteen (14) days after payment reminder.

 

11.              FORCE MAJEURE 

11.1 Either party is relieved from any and all liabilities by reason of any circumstances beyond its immediate control, which impedes, delays or aggravates any obligation to be fulfilled by them under the License Agreement, such as changes in laws and regulations or in the interpretation thereof, acts of authorities, war, acts of war, labor disputes, blockades, major accidents and currency restrictions. The reservation in respect of labor disputes or blockade is applicable even if the part claiming relief itself initiates or is the object of such action.

11.2 Any party that wishes to invoke Force Majeure shall, without delay, notify the other party in writing of its occurrence and its desistance.

11.3 If the License Agreements fulfillment and the compliance of these Terms of Service is made impossible for ninety (90) days due to Force Majeure either party is entitled to, through written notification to the other party, cancelation of the License Agreement.

 

12.              LIMITATION OF LIABILITY

12.1 To the fullest extent permitted by law, except for any liability for COLABERS or its affiliates’ fraud, fraudulent misrepresentation, or gross negligence, in no event will COLABERS, its affiliates, suppliers or distributors be liable for:

a)         Any indirect, special, incidental, punitive, exemplary or consequential damages or

b)         Any loss of use, data, business, or profits, regardless of legal theory.

This will be regardless of whether or not COLABERS or any of its affiliates have been warned of the possibility of such damages, and even if a remedy fails in its essential purpose.

12.2 COLABERS, or its affiliates, shall not be responsible to anyone other than the licensee, such as, but not limited to, users, licensee’s customers, suppliers or partners.

12.3 COLABERS, its affiliates, suppliers and distributors will not be liable for aggregate liability for any/all claims relating to the services for more than the greater of one thousand (1000) EUROS or the amounts paid by the licensees to COLABERS for the past 12 months of the services in question.

 

13.              AGREEMENT PERIOD

13.1 The License period shall be, unless otherwise agreed upon in the License Agreement, twelve (12) months from the date of signing of the License Agreement.

13.2 If the License Agreement is not terminated by written notification to COLABERS by the Licensee within ninety (90) days before the expiry of the agreement the license agreement will be automatically extended with twelve (12 months) or the amount of time that has been agreed upon by the parties. COLABERS’ current prices, rates and Terms of service will apply.

13.3 In addition to what has previously been stated in the License Agreement and these Terms of Service each party has the right to immediately terminate the License Agreement if the other party

a)       is in breach of contract and fails to take corrective measures within twenty (20) days from the day of receiving the second party’s written notice of the breach

b)      or initiates liquidation proceedings, applies for bankruptcy or is declared bankrupt, suspends payments or is otherwise likely to be heading towards insolvency.

13.4 As of the date of termination of the License Agreement The Licensee and its Users have no right to further use the services. To the extent COLABERS has stored User content or other material in connection with the Services COLABERS reserves the right to delete such material ninety ( 90) days from the License Agreements termination.

 

14.              WAIVER

14.1 No consent or waiver, expressed or implied, by COLABERS of any breach or default of the other party in performing its obligations under these Terms of Service or the License Agreement shall be deemed or construed to be a consent or waiver of any other breach or default by the other party of the same or any other obligation hereunder.

14.2 Any failure by COLABERS to complain of any act or failure to act of the other party or to declare that other party in default shall not constitute a waiver by COLABERS of its rights under these Terms of Service or the License Agreement.

14.3           No waiver of any rights of COLABERS’ under these Terms of Service or the License Agreement shall be effective unless in writing and signed by COLABERS’ legal representatives.

 

15.              CONFIDENTIALITY

15.1 “Confidential Information” means any information of an economic, technical, commercial or other nature relating to the parties and their affiliates, whether they are documented in writing or not. Information shall not be considered Confidential Information if it is generally known or if it has been made public by other means than through the receiving Party’s breach of these Terms of service.

15.2 The Parties undertake not to fully or partially disclose Confidential Information obtained in connection with the License Agreement or these Terms of Service, attributable to the other party or a third party, unless the other party has given its prior written consent or the disclosing party of the Confidential Information is required to do so under applicable law, enforceable judgment, binding administrative decisions or regulations or applicable regulations for the regulated market.

15.3 The Parties shall not use Confidential Information for any purpose other than to exercise their rights and obligations under the License Agreement and these Terms of Service. The Parties shall take all necessary measures to prevent their employees or agents from unlawfully disseminating or using Confidential Information.

15.4 The parties’ confidentiality obligations will apply without limitation in time.

15.5 COLABERS may, by special agreement with the Licensee, for marketing purposes indicate that the Licensee is a user of the services.

 

16.              AMENDMENT OF TERMS OF SERVICE

COLABERS reserves the right to change these Terms of service at any time without prior notice. Licensees and Users will be informed if such changes constitutes significant disadvantage and such changes will take effect thirty (30) days after the notification of the change. If changes constitute a significant disadvantage the Licensee has the right to, no later than fourteen (14) days before the change takes effect notify COLABERS that the Licensee terminates the License Agreement from the date of effect of the changes. The termination shall be in writing.

 

17.              GOVERNING LAW AND DISPUTES

17.1 This Agreement shall be governed by Swedish law.

17.2 Any disputes, controversies or claims arising out of or in connection with these Terms of Service or of the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce.

17.3 The arbitral tribunal shall be composed of a sole arbitrator. The place of the arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be English.