Effective August, 2021.
THE TERMS, TOGETHER WITH ANY ADDITIONAL TERMS AND CONDITIONS AND/OR POLICIES REFERENCED AND INCORPORATED HEREIN, OR WHICH INCORPORATE THESE TERMS AND CONDITIONS, PROVIDE ALL OF THE TERMS AND CONDITIONS INCLUDED IN A LEGALLY BINDING CONTRACT BETWEEN YOU AND PRIVACY1 (THE "AGREEMENT"). THE AGREEMENT GOVERNS YOUR USE OF PRIVACY1 SERVICE FOR WHICH YOU HAVE SUBSCRIBED, DOWNLOADED OR DEPLOYED. IF YOU USE PRIVACY1 SERVICE ON BEHALF OF AN ENTITY, YOU HEREBY REPRESENT AND WARRANT TO PRIVACY1 THAT YOU HAVE THE ACTUAL AUTHORITY TO BIND SUCH ENTITY TO THE AGREEMENT.
PRIVACY1 RESERVES THE RIGHT TO CHANGE THE TERMS AND CONDITIONS OF THIS AGREEMENT BY POSTING MODIFIED TERMS AND CONDITIONS, ALONG WITH AN EFFECTIVE DATE FOR MODIFIED TERMS, PROVIDED THAT SUCH CHANGES WILL APPLY UPON THE START OF THE NEXT BILLING CYCLE. OTHERWISE, YOU AGREE THAT THE AGREEMENT BETWEEN YOU AND PRIVACY1 MAY ONLY BE MODIFIED BY A WRITTEN AMENDMENT SIGNED BY AN AUTHORIZED EXECUTIVE OF PRIVACY1. IF YOU DO NOT AGREE WITH ANY OF THE TERMS IN THE AGREEMENT, YOU MAY NOT SUBSCRIBE, DOWNLOAD, DEPLOY OR USE PRIVACY1 SERVICE. BY SUBSCRIBING, DOWNLOADING, DEPLOYING OR USING PRIVACY1 SERVICE, YOU IRREVOCABLY AGREE TO ALL OF THE TERMS AND CONDITIONS OF THE AGREEMENT APPLICABLE TO SUCH ACTIVITY.
1. SUBJECT MATTER OF THE AGREEMENT
(a) This Agreement governs the relationship in the field of intellectual property arising from providing the permission from Privacy1 to you for the right to use the object of intellectual property for Privacy1 product, service and documentations, in the manner and on the Terms specified herein.
(b) Privacy1 grants you, subject to the payment and the Terms of this agreement, in particular the restrictions set forth in this Agreement, a non-exclusive license (the "License") to: (i) install and use Privacy1 service solely on a computer system controlled by you for internal operations; or (ii) to adapt, configure Privacy1 service solely for the purpose of supporting the operation of your product.
(c) You shall not, and shall not permit any third party to: (i) modify, or create any derivative work of, any part of Privacy1 service. (ii) sell, license, sublicense, publish, display, distribute, disseminate, assign, or otherwise transfer (whether by sale, exchange, lease, gift, or otherwise) without written consent of Privacy1 to a third party Privacy1 service. (iii) disassemble, decompile, reverse engineer Privacy1 service or otherwise attempt to gain access to its method of operation or attempt to discover any source code or trade secrets related to the service.
(d) The territory of the License issued under this Agreement is the whole world.
(e) The period of validity of a License issued hereunder is annual, subject to the payment schedule execution.
(f) Privacy1 service annual License includes: (i) right to use Privacy1 service to make applications according to the Agreement; (ii) use of applications based on Privacy1 service by final user cap and employee cap; (iii) Privacy1 service build images and documentation; (iv) all available updates of Privacy1 service within the same major version; (v) Privacy1 service bug fixes and minor improvements.
2. LICENSE LEVELS AND TRIALS
(a) These Terms apply to Privacy1 service when used on an annual basis. As defined in the following table, the level of the License that You purchase (the License Level) determines the maximum number of user or maximun number of employees your usage is limited to.
License Level | Employee Cap | User Cap
Lite 15 100,000
Platform Team 50 500,000
Enterprise 250 1,000,000
Enterprise+ 1000 1,000,000+
(b) These Terms also apply to trials (each, a Trial) Privacy1 service, except for the following different or additional terms: (i) the Term for a Trial is fifteen (15) days; (ii) the features and functions You are entitled to use and the quantity of Resources You are allowed to consume during the Trial are determined at Privacy1's sole discretion and may be changed at any time; (iii) Privacy1 Service may be used during the Trial for non-production, evaluation purposes only, unless otherwise agreed in writing by Privacy1; (iv) the Trial is provided “AS IS” without warranty of any kind, and Privacy1 disclaims all warranties, indemnities, and all other liabilities for Trials; (v) You are not entitled to any support and maintenance services for a Trial; and (vi) either party may terminate a Trial upon five (5) days’ written notice to the other party.
3. PROCEDURE AND CONDITIONS OF THE SERVICES PROVISION
(a) Generally. During the Term of this Agreement and, subject to your compliance with these Terms, Privacy1 will provide to You, and You hereby granted the right to use Privacy1 Service at the applicable License Level. Privacy1 may from time to time modify the features and functions that are eligible for Your use with respect to the License Level You purchase.
(b) For creating applications, the following rights and restrictions apply: (i) You may deploy copies of an application created using the Privacy1 service. The name of the application is recorded in the License Key File. (ii) Privacy1 service includes a built-in licensing function that may automatically register each individual copy of the application with Privacy1 service’s licensing server using the Internet. (iii) The transfer of the license and Privacy1 service is carried out by means of Privacy1 License Service.
(c) This Agreement grants You a limited right to use the applicable Privacy1 Service as described herein. Nothing in this Agreement shall be understood to transfer from Privacy1 to You any intellectual property rights, and all right, title and interest in and to any Privacy1 Service and the applicable Support Services will remain (as between the parties) solely with Privacy1 or its third-party suppliers. "Privacy1" logos, and all other trademarks, service marks, graphics and logos used in connection with any Privacy1 Service are trademarks or registered trademarks of Privacy1. Other trademarks, service marks, graphics and logos used in connection with any Privacy1 Service may be the trademarks of other third parties. Privacy1 grants to You no right or license to reproduce, or otherwise use any Privacy1 or third-party trademarks under this Agreement.
4. PAYMENT TERMS
(a) With the exception of any free Trial, or where otherwise explicitly noted, You are required to pay a fee (License Fee or License Fees) for the right to access and use Privacy1 Service. You must pay for Your usage through one of the following methods of payment: (i) payment of an applicable invoice You receive from Privacy1 for amounts owed, or (ii) payment using a valid credit card, which You must provide with a name and address to Privacy1's payment processor. (iii) payment using a valid Paypal account. (iv) You are responsible for keeping Your payment details up to date. (v) Except as otherwise expressly provided in this Agreement, any and all payments You make pursuant to this Agreement are non-refundable, and all commitments to make any payments hereunder are non-cancellable. Payments will be made without right of set-off or chargeback.
(b) The subscription payments according to this Agreement are scheduled as follows: (i) The subscription is billed annually. (ii) The date of the payment is the date of crediting the funds paid by you to the account of Privacy1. (iii) The parties agree that they shall independently pay the appropriate License Fees and deductions related to conducting their economic activities and cooperation hereunder. (iv) Privacy1 License Fee is subject to the user cap determined in the License Key File, based on the number of users that have been registered in your product and the number of employees of your company. (v) You shall pay an additional fee in order to raise the cap for the rest of the year in case that the number of users reaches the user cap or the number of your company’s employees reaches the employee cap, whichever comes first. The fee is the difference of two levels’ annual License Fees prorated by the number of months of the rest of the year.
License Level Employee Cap User Cap License Fee with VAT
Lite 15 100,000 4,788 € / year
Platform Team 50 500,000 9,588 € / year
Enterprise 250 1,000,000 17,988 € / year
Enterprise+ 1000+ 1,000,000+ 59,988 € / year
5. Limitation of Liability
(a) IN NO EVENT SHALL PRIVACY1 BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OF OR FAILURE TO PERFORM THIS AGREEMENT, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF PRIVACY1 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) In the event of the Privacy1 service’s inability to operate, Privacy1's sole liability is the correction or workaround of major defects within reasonable time.
6. Limited WARRANTY and Warranty Disclaimer
(a) Privacy1 warrants that Privacy1 Service will perform or in all material respects in accordance with the technical and user documentation.
(b) EXCEPT AS SET FORTH IN SECTION 6(a), PRIVACY1 SERVICE AND ITS DOCUMENTATION SERVICE ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND PRIVACY1 MAKES NO ADDITIONAL WARRANTIES WHETHER EXPRESSED, IMPLIED OR STATUTORY REGARDING OR RELATING TO PRIVACY1 SERVICE AND ITS DOCUMENTATION SERVICE OR ANY MATERIALS FURNISHED OR PROVIDED TO YOU UNDER THIS AGREEMENT. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, PRIVACY1 SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH RESPECT TO PRIVACY1 SERVICE AND ITS DOCUMENTATION SERVICES PROVIDED TO YOU UNDER THIS AGREEMENT. YOU AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR THE RESULTS OBTAINED IN CONNECTION WITH YOUR USE OF PRIVACY1 SERVICE.
7. TERM; TERMINATION OF THE AGREEMENT
(a) The term (Term) of this Agreement shall commence when You begin download, deploy or Privacy1 provides You the access of Privacy1 Service and until terminated in accordance with this Section 7(b), 7(c).
(b) You may terminate this Agreement at any time, for any reason. You shall not be entitled to any refund if this Agreement is terminated. Termination of this Agreement shall not release you from any obligations undertaken by You under this Agreement, or from any obligations to pay Privacy1 for any outstanding fees.
(c) Upon expiration or termination of this Agreement: (i) You shall promptly destroy all copies of Privacy1 service in your possession or control (ii) Your payment obligations as well as the provisions of Section 8 (Confidential information), Section 9 (Intellectual property), Section 11 (Arbitration and applicable law) and Section 12 (Final provisions) shall survive the termination or expiry of this Agreement in accordance with its Terms and conditions.
8. CONFIDENTIAL INFORMATION
(a) Both parties acknowledge that, in the course of performing this Agreement, they may obtain information relating to products (such as goods, services, and software) of the other party, or relating to the parties themselves, which is of a confidential and proprietary nature (Confidential Information). Confidential information shall include in particular but not limited to to employee lists, product strategies, information security policies and procedures (and reports relating thereto), development activities, design and coding, application programming interfaces (API) and documentations with Privacy1 Service, and anything provided by Privacy1 in connection with Privacy1 Service including, without limitation, computer programs, technical drawings, algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical plans and other information which by its nature can be reasonably expected to be proprietary and confidential, whether it is presented in oral, printed, written, graphic or photographic or other tangible form (including information received, stored or transmitted electronically) even though specific designation as Confidential Information has not been made. Confidential Information also includes any logs, notes, summaries, analyses of the foregoing that are prepared by the receiving party.
(b) The obligations of confidentiality shall not apply to information which (i) has entered the public domain or is otherwise publicly available, except where such entry or availability is the result of a party's breach of this Agreement; (ii) prior to disclosure hereunder was already in the receiving party's possession without restriction as evidenced by appropriate documentation; (iii) subsequent to disclosure hereunder is obtained by the receiving party on a non-confidential basis from a third party who has the right to disclose such information;
(c) During the period of the effect hereof and after its termination the Parties shall keep in confidence and use all reasonable efforts to prevent any unauthorized use or disclosure of confidential information. Besides, neither party may (i) use confidential information for any purposes other than for performance of this Agreement, or (ii) disclose confidential information to any third parties without previously agreeing this with an authorized representative of the other party.
9. INTELLECTUAL PROPERTY
(a) Privacy1 utilizes patent-pending technology in Privacy1 service. You shall not disclose but not limited to know-hows, trade secrets, algorithms, implementations, technical data or any information related to the pending patents provided by Privacy1 directly or indirectly, in writing, orally or as drawings.
(b) Privacy1 guarantees that use of the IP Objects by you shall not infringe the third parties' rights and shall indemnify and hold you harmless from all and any loss, incurred by you with respect to infringement of tangible or non-property moral intellectual property rights of third parties on IP Objects where such infringement is established by the court. For the avoidance of any doubt, the Parties agreed that if claims of third parties against you regarding infringement of their property or moral intellectual property rights in the IP Objects and/or parts thereof by you are not proven, Privacy1 shall in no case be subject to compensation.
10. FORCE MAJEURE
(a) None of the Parties shall be liable for full or partial non-performance, delay in performance or improper performance of its obligations hereunder, if such non-performance or delay in performance are directly or indirectly caused by force majeure circumstances (hereinafter referred to as "Force majeure"). A Party affected by Force majeure shall inform the other Party within 3 days of the moment from its start concerning the nature and expected duration of such circumstances providing that there is an ability to inform. In this case the performance of this Agreement shall be extended for the period of effect of Force majeure.
(b) Force majeure circumstances shall include any circumstances affecting the performance of this Agreement, which are caused by or result from actions, events, omissions or cases beyond the Parties' control, including, without limitation, natural disasters (floods, landslides, other natural disasters or seasonal natural phenomena), revolts, military operations, strikes, epidemics and all other cases and circumstances, commonly acknowledged as such in accordance with the legislation in effect and international practice.
(c) A document issued by an official competent body at the location of the affected Party shall be sufficient evidence of existence and duration of Force majeure.
11. ARBITRATION AND APPLICABLE LAW
(a) This Agreement shall be regulated and interpreted in accordance with the substantive law and procedural law of Sweden.
(b) Disputes and disagreements under this Agreement, which cannot be settled by mutual negotiations, should be referred to the Court in accordance with the rules of jurisdiction and the jurisdiction of this category of cases, according to the current legislation of Sweden.
12. FINAL PROVISIONS
(a) This Agreement contains a complete understanding and arrangement between you and Privacy1 with respect to its subject matter and shall supersede any previous written and verbal agreements, discussions or representations between you and Privacy1 regarding the aforementioned.
(b) Headings are used in this Agreement for reference only and should not be taken into account when interpreting this Agreement.
(c) In the event that any provision of this Agreement (or its part) is acknowledged invalid or unenforceable, such provision shall apply to the fullest extent possible in accordance with your and Privacy1's intentions and the remaining part of this Agreement shall be fully valid.
(d) Any amendments and supplements to the Agreement shall have legal effect and constitute an integral part hereof, only if made in writing and signed by duly authorized representatives of the Parties.
(e) Privacy1 reserves the right to change the Terms of Service by posting modified Terms along with an effective date for modified Terms, provided that such changes will apply immediately.