End User License Terms of Chainformation Platform™ Service
These End User License Terms of Chainformation Platform™ Service (“EULA”) shall apply to the Chainformation Platform ™ SaaS service, which is a cloud based information technology service for the management of multi-unit chains that is used through remote access over Internet (“Solution”). The Solution is provided to professional end user companies or other legal entities (each, “End User”) by Chainformation Management Systems AB (“Chainformation”). The End User shall be responsible for acquiring at its own expense all necessary software, equipment and telecommunications for using the Solution, in accordance with the instructions of Chainformation. The Solution is neither intended nor permitted for use by consumers. The Solution consists of the services, systems, applications, information and products specified by Chainformation and which can be retrieved from the Chainformation web site.
Customized functions, applications, programs etc
In case the Customer has any customized code integrated, regardless of its purpose, origin, developer or way of integration, none of these terms apply. Nor is any Support, upgrades or alteration of code whatsoever included in any fees charged by Chainformation unless a separate agreement for such services has been signed. The Customer is the sole owner of such code or applications and carries the full financial responsibility for any costs incurred.
Chainformation grants the End User a non-exclusive, non-transferable right to use the Solution for its internal operations provided, and to the extent, that the End User has duly paid all applicable license fees for the Solution, including its optional modules, and that the End User complies with this EULA and the valid user instructions of the Solution.
The Solution shall be used personally by individual employees, affiliated agents (such as franchisees), and Authorized Consultants (defined below) of the End User (“Users”). Chainformation shall use its best efforts to make the Solution available for the Users on a 24/7/365 basis, with the exception of temporary interruptions in the availability of the Solution due to, for example, customary maintenance of the Solution, or failures of third party telecommunications, equipment or electricity. Terms of availability and claims are specified in Chainformation SLA, found at https://chainformation.com/sla Chainformation shall aim to inform the End User and the Users about scheduled interruptions in the provision of the Solution in advance through a notice at the user interface of the Solution. “Authorized Consultant” shall mean a third party, for example a consultant using the information obtained through the Solution, who acts on behalf and for the benefit of the End User, and whom Chainformation, or an official distribution partner of Chainformation, has approved in writing. In case the End User has acquired the right to use the Solution through an official distribution partner of Chainformation, such partner is automatically deemed an Authorized Consultant.
Duration of the Agreement, Termination of the Agreement
The Agreement period, renewal and Termination terms for the Solution are according to the written individual Subscription Agreement. A party is entitled to immediately terminate the agreement if the second party fails to fulfil their commitments according to this Agreement in any critical respect and does not make reparations within fifteen (15) days after written notice of this, or if the other party declares bankruptcy, cancels payments, goes into liquidation or can otherwise be considered insolvent. Chainformation is also entitled to immediately terminate the agreement if the Customer’s connection to the Product is blocked or was able to be blocked under the conditions of these general terms.
Termination of the Agreement shall always be done in writing.
If the Agreement ceases to be valid, Chainformation is entitled to delete all the information that the Customer and Customer’s Users stored in Chainformation’s computer system while using the Product. The Customer is solely responsible, at their own cost, to secure access and store the material that the Customer received by using the Product and which the Users wish to maintain. Such deletion shall never occur earlier than sixty (60) days after the end of the Agreement.
Chainformation provides the Solution strictly on an “AS IS” and “AS AVAILABLE” basis without any warranty, express or implied, whatsoever, including but without limitation to warranties of merchantability, fitness for any particular purpose, performance or non-infringement. The End User shall assume the entire risk for the use of the Solution.
Chainformation or an official distribution partner of Chainformation shall provide the End User with user ID and password for one or more Users with full administrator rights (each, “Administrator User”). The End User acknowledges and accepts that the Administrator User may have, for example, rights to edit, remove and add identified Users. In case the Administrator User adds additional Users or modules of the Solution, the End User will be charged accordingly. The user ID is personal, which means that only the identified User is entitled to personally use it. The End User and each User shall inform Chainformation without delay in case the User’s user ID or password has become exposed to anyone else than the End User, the Administrative User, and the said User. The End User and each User shall be responsible for actions and omissions performed through the use of their user IDs. The Users shall use the Solution in accordance with the user instructions valid at the time of use. The End User shall ensure that all Users are adequately skilled to use the Solution and comply with the terms of this EULA. The user instructions may change in the course of the development of the Solution, and the valid user instructions shall be available at the user interface of the Solution.
Payment terms and price changes.
The Customer is in agreement and accepts payment for all subscriptions and users that the Customer or Administrators add when using the Product. Payment responsibility for new users begins as of the calendar month when the Customer added the new user to the Solution and remains in effect until the calendar month when the user is deregistered from the Product.
If the invoice is not paid on time, Chainformation is entitled, after a written reminder with ten (10) days warning, to block all the Customer’s Users from the Solution until full payment is received. If, despite the reminder, the invoice is still not paid, Chainformation has the right to immediately cancel all of the Customer’s subscriptions to the Solution. In the event of late payment, Chainformation is further entitled to compensation for the payment reminder, debt recovery and debt collection, as well as late payment interest according to Swedish law.
Chainformation has the right, without prior notice, once a year, in January, to raise the prices corresponding to the percentage increase of the annual Harmonised Index of Consumer Prices (HICP). The HICP is compiled by Eurostat.
Chainformation shall be entitled to modify the Solution without restrictions and develop it further without prior notice to the End User. The title and all intellectual property rights to the Solution belong exclusively to Chainformation or any licensor of Chainformation. Under this EULA, the End User shall obtain only the limited right to use the Solution. Furthermore, Chainformation shall be entitled to exploit any feedback or development ideas provided by the End User or the Users, without restrictions or liability to pay compensations for such feedback or ideas.
Aspects of the Solution, including the specific design and structure, and user IDs and passwords enabling the use of the Solution, are confidential and trade secrets of Chainformation or any supplier of Chainformation. The End User shall maintain such information as strictly confidential, and shall not disclose it to any third party or use it for any unauthorized purpose. Likewise Chainformation shall keep information and material that the End User has stored within the Solution as strictly confidential, and shall use them only for the purpose of providing the Solution, or enabling other rights and obligations under this EULA, unless otherwise required under mandatory provisions of applicable legislation. These obligations of confidentiality shall survive the termination of this EULA. However, Chainformation and its official distribution partners shall be entitled to use the name of the End User for reference purposes in advertising, and promotional and sales materials.
Privacy and Data Protection.
The Solution enables the Users to upload, download, modify, and otherwise process User-generated data. Chainformation does not inspect, scan, filter, or verify such data unless necessary for the proper operation and maintenance of the Solution. The title and all intellectual property rights to such data belong to its respective owners and assignees. The End User will be solely and exclusively responsible for all such data and its legitimacy, and especially must ensure that the data does not infringe any third party intellectual property rights. Chainformation will be entitled to remove such data if it in Chainformation’s justified opinion violates applicable laws. If claims are directed or legal action is brought against Chainformation due to the End User’s or the Users’ use of the Solution, the End User undertakes to indemnify Chainformation for any damages, losses and costs incurred by Chainformation.
Due to the fact that the Solution is provided strictly on an “AS IS” and “AS AVAILABLE” basis without any warranty, to the maximum event permitted by the applicable law neither Chainformation nor any partner or supplier of Chainformation shall be liable for any damages whatsoever, including but without limitation to direct, indirect, special, consequential, punitive or incidental damages, and loss of revenue, profit or data. In any case the maximum liability of Chainformation to the End User shall be EUR 5.000. These limitations of liability constitute an essential part of this EULA.
Force Majeure is an event that prevents, or makes unduly difficult, the performance of the duties under this EULA. Such events shall be, for example, war, rebellion, natural catastrophe, general interruption in energy distribution or telecommunications, fire, strike, embargo, acts or omissions of authorities, or some other equally significant and unusual event independent of the parties. The delay of a subcontractor caused by the above events is also considered Force Majeure. Each party shall inform without undue delay the other party of both the emergence and ending of Force Majeure.
Governing Law and Disputes.
This EULA shall be governed by the substantial laws of Sweden, excluding any choice of law provisions. Any dispute, controversy or claim arising out of or in connection with this EULA, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The number of arbitrators shall be one. The place of arbitration shall be Stockholm, Sweden. The language of the arbitration proceedings shall be English unless the parties otherwise agree.
Termination and Suspension.
The End User’s right to use the Solution shall terminate immediately and without notice in case the End User or any of its Users is in breach of the terms of this EULA, with the exception of such provisions that by their nature are intended to survive the termination of this EULA. Chainformation shall be entitled to suspend the provision of the Solution if the use of the Solution by the End User or any User interferes with the operation of the Solution (e.g. engages in sending spam emails or SMS messages), or the suspension is necessary to enable or ensure telecommunications required by authorities, or the End User or the User has failed to comply with the terms of this EULA or other user instructions provided by Chainformation.
Entire Agreement and Amendments.
This EULA constitutes the entire agreement between the End User and Chainformation, and shall supersede any previous written or oral agreements and understandings, in relation to the subject matter of this EULA. Chainformation shall be entitled to amend the terms of this EULA by submitting a prior written notice of such amendment to the End User. If the End User does not accept the amendment, the End User shall be entitled to terminate this EULA at the latest on a day when the amendment becomes valid. Any changes to the Solution, its descriptions, and user instructions are not deemed amendments to the terms of this EULA. Any other amendments or supplements to this EULA shall be made in writing and expressly accepted by both the End User and Chainformation.