These terms of service (the “Terms”) apply to the use of the [Vembi Owner Insights] applications and tools (the “Services”) provided by Vembi Ägarinformation AB, Reg. No 556982-3510, a company duly incorporated and organised under the laws of Sweden (“Vembi”). By completing an order form or the on-line user registration form (creating a user account) the subscriber as listed in the order form or in the registration process (the “Subscriber”), agrees to be bound by these Terms. If you are entering into these Terms as a business entity, you represent that you have the authority to legally bind that entity.
1. Services and Grant of Rights
Vembi will provide the Services to the Subscriber during the Subscription Term (as defined below). The Subscriber may use the Services for the agreed number and/or categories of Subscriber’s employees/users.
Subject to these Terms, Vembi grants to the Subscriber a limited, non-exclusive, non-transferable right to use the ownership information provided as part of, or in connection with, the Services (the “Information”) for internal business purposes only during the Subscription Term. The Subscriber shall not use the Information for any other purpose nor copy, modify, reproduce, or create derivative works from the Information. The Subscriber shall not, directly or indirectly, license, sell, rent, lease, transfer, disclose, distribute, forward or otherwise make available the Information, or any part thereof, to any third party.
For all intents and purposes, Vembi has and shall retain, all title, exclusive ownership rights and all intellectual property rights and other rights and interests in the Services and Information. The Subscriber acknowledges that the Information has been prepared, selected, coordinated and arranged through the expenditure of substantial time, effort, judgment and money and constitutes valuable property of Vembi.
2. Subscriber’s obligations
The Subscriber agrees to keep login details to the Subscriber’s user account secure and not disclose such login details to any third party. The Subscriber accepts full responsibility for all activities on Subscriber’s user account undertaken with Subscriber’s login details. The Subscriber shall comply with Vembi’s security and administrative regulations as notified from time to time and shall not circumvent, deactivate or otherwise interfere with any technological measure or security related feature of the Services. The Subscriber shall notify Vembi immediately of any unauthorized use of the Subscriber’s login details or any other known or suspected breach of security.
The Subscriber is aware and acknowledges that it is not permitted to use the Information in any manner that contravenes applicable laws and regulations or generally accepted practices.
The Subscriber is responsible for the equipment, software and network connectivity required for the Subscriber’s access and use of the Services.
Subscription Term and Renewal
This agreement takes effect immediately upon completion of the registration process and remains in effect for an initial term of one year or such other period as agreed between the parties (the “Subscription Term”). Unless otherwise agreed, the Subscription Term shall automatically be prolonged for successive one year terms unless either party terminates by providing written notice to the other party thirty days prior to the end of the then current Subscription Term.
The Subscriber shall pay for use of the Services in accordance with the fees, charges and billing terms applied by Vembi from time to time. All prices are exclusive of, and the Subscriber shall pay, all taxes, duties, levies, fees or other similar charges. Without prejudice to its other rights and remedies, Vembi may charge interest at a rate of two (2) per cent per month on all sums outstanding beyond the date on which they are due for payment. The Subscriber has no right to use the Services and Information if and for as long as the Subscriber has not fully paid all fees due to Vembi. All fees are, except as otherwise expressly provided herein, non-refundable.
By accepting these Terms, the Subscriber consents to, and confirms that it has obtained any required consents from the Subscriber’s users to, the collection and processing of personal data by Vembi as described above. Upon request, a user has the right to access the personal data related to the user’s user account. A user also has the right and the obligation to rectify such data.
6. Access Restrictions, Premature Termination
Vembi shall be entitled to with immediate effect and without liability terminate this agreement or disable the Subscriber’s access to the Services if the Subscriber breaches or otherwise fails to comply with these Terms or if the Subscriber suspends its payments, becomes bankrupt or insolvent or enters into liquidation or otherwise can be regarded as insolvent. Vembi may also at any time without liability disable the Subscriber’s access to the Services for security reasons.
The Subscriber agrees to indemnify and hold Vembi harmless from and against any and all claims, losses, liabilities, expenses and damages arising from the Subscriber’s breach of these Terms.
7. Disclaimer of warranties
The Subscriber acknowledges and agrees that the Services and Information are provided on an "as is" basis without any warranty of any kind and that the entire risk as to the use of the Services and Information shall be borne by the Subscriber. Vembi does not guarantee or warrant the correctness, completeness, reliability or availability of the Services and Information and, to the maximum extent permitted by applicable law, expressly disclaims any implied warranty of merchantability, non-infringement or fitness for a particular purpose of the Services and Information.
If the Subscriber is unable to use the Services to a significant extent as a result of a material fault in the Services which has been caused by Vembi and Vembi has not rectified such fault within a reasonable time, Subscriber shall as a sole remedy be entitled to receive a reasonable reduction of the fee relating to the Services, for the period from when the fault was reported and while it has not been rectified by Vembi.
8. Limitation of Liability
Except for any payments due hereunder, neither party shall be responsible or liable for any failure to perform its obligations due to unforeseen circumstances or to causes beyond its reasonable control, including but not limited to acts of God, war, riots, terrorist acts, embargoes, acts of civil or military authorities, fires, floods, earthquakes, accidents, computer viruses, labour conflicts, failure of any communications services or other subcontractor services, or shortage or failure of other critical materials or services for the duration of any such circumstances or cause.
Under no circumstances shall Vembi’s aggregate liability in connection with the Services and Information or otherwise under these Terms exceed an amount corresponding to fifty (50) per cent of the net amount paid by the Subscriber to Vembi during the three month period immediately preceding the date of the claim. In no event shall Vembi be liable for any indirect, special, incidental or consequential loss or damage, including but not limited to, any loss of profits, loss of data, loss of revenue or any third party claims, whether based in contract, tort or any other legal theory. Nothing herein shall be construed as excluding or limiting Vembi’s liability for (i) death or personal injury caused by Vembi’s negligence (ii) fraud; or (iii) any liability which cannot be excluded or limited under applicable law.
Except as otherwise expressly provided herein, each party undertakes not to, during the Subscription Term and thereafter, use or disclose to any third parties any Confidential Information which a party has received from the other party. “Confidential Information” shall mean trade secrets and any other information, technical, commercial or of any other kind, whether written, oral or in electronic form which is not known to the general public. Confidential Information of Vembi includes, without limitation, the Information and all software, techniques and processes used in the Services. Confidential Information does not include information which (a) is publicly known or which has come to the public knowledge in any other way than through breach of this secrecy undertaking; (b) is independently developed without access to the other party’s Confidential Information; (c) is rightfully received from a third party; or (d) is required to be disclosed by law or by a governmental authority.
Vembi reserves the right to change, modify or alter the Services and Information at any time, such as by adding or removing features or discontinuing the provision of the Services and Information or parts thereof.
Vembi reserves the right to change, modify or alter these Terms at any time. The Subscriber will be informed of such amendments by e-mail or by postings on the Vembi website. Continued use of the Services after any such changes shall constitute acceptance by the Subscriber of such changes.
Vembi reserves the right to assign any of its rights and obligations under these Terms.
These Terms represent the entire agreement between the Subscriber and Vembi relating to the subject matter hereof, and supersedes all prior understandings and agreements relating to such subject matter, whether oral or written.
If any provision of these Terms is held to be invalid, void or for any reason unenforceable, such provision shall be adjusted and shall not affect the validity and enforceability of the remaining provisions.
These Terms shall not affect your statutory rights as a consumer. Unless Subscriber and Vembi agree otherwise, Subscriber will not be able to cancel this agreement once the supply of the Services has commenced.
Subject to Subscriber’s consent, Vembi shall be entitled to use the Subscriber as a reference for current and potential customers and in Vembi’s promotional materials.
12. Applicable law and Disputes
These Terms shall be governed by and construed in accordance with the laws of Sweden. Any dispute, controversy or claim arising out of or in connection with this contract, 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 seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be Swedish. Notwithstanding the foregoing, Vembi shall have the right to initiate proceedings regarding unpaid fees, to seek temporary injunctions or otherwise to pursue its ownership and intellectual property rights pertaining to the Services and Information in any court of competent jurisdiction.