Subiterum - Terms of Service ##Use of the Services by Customer constitutes Customer’s acceptance of the terms specified on the Service Order, including the following terms and conditions (“Agreement”):####1. SERVICES, TERM AND USE ##a. Acceptance. Customer’s acceptance of the Services is deemed to occur on first use of the Services by Customer.##c. Use. Customer and those Customer employees, consultants, contractors, or agents who are authorized by Customer to use the Service in support of Customer’s operations and who have been given user logins and passwords by Customer (“Users”) may use the Service and associated materials provided to Customer in conjunction with the Services, including any and all training, marketing, and demonstration materials, diagrams, test plans, and work flows (“Materials”) solely for Customer’s own internal business operations and not for any form of redistribution or resale. Customer will comply, and will ensure that its Users comply, with all applicable local, state, national international and foreign laws, treaties, regulations and conventions in connection with use of the Service, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data. Customer shall, where required by law, inform third parties of the collection, storage or processing of any communications, personal information or other information, to ensure that any required third parties have opted in to such collection, storage or processing, and to otherwise comply with all applicable data protection and privacy law concerning the collection, storage and processing of personal information concerning such third parties.##d. Ownership. Subject to the limited rights expressly granted hereunder, Subiterum or its suppliers reserves all right, title and interest in and to (i) the Service: (ii) any and all Materials and Confidential Information provided or disclosed to Customer during the term of this Agreement: (iii) any and all derivatives, enhancements or improvements thereof; and (iv) any and all intellectual property rights contained in the foregoing (i), (ii), and (iii). No rights are granted to Customer hereunder other than as expressly set forth herein. Customer shall not (i) copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or other means or create derivative works based on the Service or, except as expressly authorized herein, the Materials; (ii) alter, remove, obscure, frame or mirror Subiterums or its suppliers branding, proprietary notices or any content forming part of the Service or the Materials; (iii) disassemble, reverse compile, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Service or the Materials (as applicable to such Materials); (iv) modify, incorporate into or with other software or material, or create a derivative work of any part of the Service or the Materials; (v) attempt to circumvent or circumvent any license, timing or use restrictions that are built into the Service or the Materials; or (vi) access the Service or the Materials in order to (A) benchmark against or build a competitive product or service, or (B) copy any ideas, features, functions, or graphics of the Service or the Materials.##e. Renewal and Cancellation. All subscriptions monthly and yearly renew automatically on their due renewal date according to date of purchase until officially cancelled. No refunds or credits for partial months or years of service will be refunded to a customer upon cancellation.####2. WARRANTIES. ##a. SERVICES WARRANTY DISCLAIMER. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTIES PROVIDED BY SUBITERUM OR ITS SUPPLIERS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON INFRINGEMENT, MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. Subiterum does not warrant that the Services will be uninterrupted or error-free, that defects will be corrected. The entire risk as to the quality of, or arising out of use or performance of, the Services, if any, remains with Customer. The foregoing exclusions and disclaimers are an essential part of this Agreement and formed the basis for determining the price charged for the Services. Should any part of this disclaimer not be allowed in certain jurisdictions, those parts may not apply to Customer. ####3. LIMITATION OF LIABILITY. In no event will Subiterum or its suppliers be liable to Customer for any loss of data, loss of profits or savings, loss of business, loss of reputation or goodwill or any economic loss or indirect, incidental, consequential, punitive, special or exemplary damages arising out of or in connection with this Agreement or the breach of any express or implied warranty or condition in connection with the Services or this Agreement even if Subiterum or its suppliers have been advised of the possibility of such damages and regardless of the nature of the cause of action or theory asserted regarding such damages. In no event shall Subiterum's or its suppliers’ total liability for any damages, direct or indirect, arising from or in connection with the Services, Hardware or this Agreement exceed the fees paid by Customer for the Services during the previous one (1) months period, whether such liability arises from any claim based upon contract, warranty, tort or otherwise, including negligence. The amount of proven direct damages for the Services shall not exceed an amount equal to the charges applicable under the Agreement for the time period during which Services were affected.####4. FORCE MAJEURE. Except with respect to Customer’s payment obligations for Services rendered prior to the commencement of a Force Majeure event, notwithstanding any other provision of the Agreement, neither Party shall be liable to the other Party for any delay or failure in performance of the Agreement to the extent such delay or failure is caused by fire, flood, explosion, accident, war, strike, embargo, governmental requirement, civil or military authority, inability to secure materials or labor or any other causes beyond its reasonable control. Any such delay or failure shall suspend the Agreement until the Force Majeure ceases.####5. PRIVACY POLICY. When you visit and interact with our websites, communicate or otherwise contact us, we may collect, use, share and process information relating to you ("Personal Data"). We collect and process Personal Data for a variety of purposes, including:##• your name and contact details to provide you with customer support, provide you with information about our products, or when we otherwise communicate with you;##• to send you marketing communications about us and our products and services;##• your billing information to complete transactions with you when purchase our products or services; ##• to comply with our legal obligations under applicable laws and cooperate with public and government authorities.####You have certain rights regarding your Personal Data, subject to applicable data protection laws, including: ##• to access your Personal Data held by us (right to access);##• to rectify inaccurate Personal Data and ensure it is complete (right to rectification);##• to erase/delete your Personal Data to the extent permitted by other legal obligations (right to erasure; right to be forgotten);##• to restrict our processing of your Personal Data (right to restriction of processing);##• to object to any processing of your Personal Data carried out on the basis of our legitimate interests (right to object).Where we process your Personal Data for direct marketing purposes, you can exercise your right to object at any time to such processing without having to provide any specific reason for such objection;####To exercise your rights regarding your Personal Data, or if you have questions regarding our privacy practices, please email us at support@subiterum.com.####6. CONFIDENTIALITY. Customer shall maintain in confidence and prevent the unauthorized use, disclosure, copying or publication of, as applicable (i) supplier, customer and financial information and data; (ii) the Services and associated end user documentation, which shall include any and all associated intellectual property rights of Subiterum and its suppliers; and (iii) any other information which is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the receiving party, using reasonable business judgment, to be confidential.####7. GENERAL. This Agreement shall be governed by, and constructed in accordance with, the substantive law of Sweden excluding its conflict of law provisions. Any dispute claim or controversy arising out of or in connection with the License shall be settled by arbitration in accordance with the rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of one arbitrator, the place of arbitration shall be Stockholm and the language to be used in the arbitral proceedings shall be English. If the dispute, inclusive of any counterclaims, claims for set-off and interest should comprise of an amount less than SEK 1,000,000, exclusive of VAT, the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall be applied.#### Any notice, communication or demand, including address changes, required by Customer will be effective when mailed, properly addressed, with postage prepaid to the other party at the address on the Service Order, unless otherwise set out herein. The entire agreement between the parties with respect to this subject matter is contained in this Agreement, including and any other documents incorporated by reference. This Agreement may not be modified, except in writing signed by both parties. In the event of a dispute in the terms and provisions of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees in addition to all other remedies that the law provides. In the event a provision contained herein is for any reason be held to be unenforceable, such unenforceability shall not affect the validity of any other provision of this Agreement, and this Agreement shall then be construed as if such unenforceable provision had never been contained herein. The parties agree to work in good faith to substitute the invalid provision with one that best achieves the original intent of the parties.
