NUITEQ Stage Sweden Terms of Service
Version Date: January 10th, 2022
Welcome to NUITEQ Stage Sweden. Natural User Interface Technologies AB ("NUITEQ") runs the website and online service NUITEQ Stage Sweden. The following terms and conditions govern the access to and use of the NUITEQ Stage Sweden website and service (collectively, the “Service”).
If there are any questions or if there are suspicions that someone violates these terms and conditions, please contact firstname.lastname@example.org.
Natural User Interface Technologies AB
Corporate registration number 556731-1344
931 77 Skellefteå
1. The Agreement
This NUITEQ Stage Terms of Service (the “Agreement”) is entered into by and between NUITEQ AB and the legal entity placing an order for accessing the Service (the “Customer”). An order is any NUITEQ-provided ordering document, online registration or order confirmation referencing this Agreement (the “Order”). An order agreement has been reached when Customer have confirmed to order a product from us and received an order confirmation via email containing full details of the order.
The person accepting this Agreement and entering the Order, warrants and represents that she or he has the authority to enter into this Agreement, and confirms the Customer’s willingness to be legally bound by this Agreement’s terms and conditions.
2. The Service
NUITEQ offers a unique service to promote collaboration by connecting people through voice, video, screen-sharing capabilities and shared workspaces such as online virtual whiteboards (the “Service”), as amended from time to time at the discretion of NUITEQ. The Service is subscribed to by creating an account and enrolling onto a Subscription Term. The Service is accessed online via a web browser connected to the internet.
NUITEQ is a Swedish company dedicated to providing the best service possible. Normal business hours are Monday to Friday 9:00 am – 4:00 pm CEST, excluding holidays and days when bank offices (not virtual bank offices) are closed (the “Business Hours”).
Any individual that the Customer permits or invites to use the Service is considered a user (“User”). The Users can either have access to their own account where workspaces can be created (“Host”) or someone who accesses a Host’s workspace (“Participant”). Each User is only permitted to own 1 account and must keep its login credentials confidential and not share them with anyone else. The Customer is responsible for its Users’ compliance with this Agreement and actions taken through their accounts. The Customer will promptly notify NUITEQ if it becomes aware of any compromise of its Users’ login credentials.
3.2 Permitted Use
The Service is created for professionals and their business needs. Users may access and use the Service
- only for their internal business use;
- on any device with the exception of large interactive format displays with touch screens larger than 55 inches where usage is limited to CleverTouch® displays.
3.3 Reasonable Use
NUITEQ anticipates that Users will use the Service in a reasonable manner given the business purpose. NUITEQ may determine that abnormal, unreasonable or impermissible usage is occurring based on industry standards and patterns of usage of the Service. Examples include but are not limited to
- excessive number of uploads or file sizes;
- the frequence of using the calling functionality;
- length of calls;
- calls made outside of normal business hours (defined as Monday to Friday 8:00 am – 5:00 pm local time of the Host)
- other calling patterns indicative of an attempt to evade enforcement of Reasonable Use
3.4 Restricted Use
The Customer will not itself, and will not permit anyone else, to
- use the Service to develop a similar or competing product or service;
- scrape, data mine, reverse engineer, decompile, disassemble or seek to access the source code or non-public APIs to or unauthorized data from the Service;
- modify or create derivative works of the Service or copy any element of the Service (other than authorized copies of the Software);
- remove or obscure any proprietary notices in the Service or otherwise misrepresent the source of ownership of the Service;
- interfere with the Service’s operation or circumvent its access restrictions;
- transmit any viruses or other harmful materials to the Service;
- engage in any fraudulent, misleading, illegal or unethical activities when using the Service;
- use the Service to store or transmit material which contains offensive, violent, pornographic, adult, obscene, illegal, defamatory, discriminatory, derogatory, inappropriate or racially or morally offensive topics or content;
4. Customer’s Responsibility
The Customer will be solely responsible and liable for any activity that occurs under its and its Users accounts. NUITEQ does not represent or imply that it endorses the material published by Users.
4.1 Login credentials
The Customer account is identified by an email address and protected by a password. Customer agrees to, and warrants and represents to, provide NUITEQ with complete and accurate information to create the account. Customer is responsible for keeping its and its Users’ login credentials safe and secure.
4.2 Users’ activity
NUITEQ has no liability for
- all activities that occur under the Customer’s account;
- the content that is shared or published on a workspace;
- any action taken in connection with the content published on a workspace;
Customer must immediately notify NUITEQ without any undue delay of any unauthorized uses of Customer content, Customer account, or any other breaches of security.
During the Subscription Term, NUITEQ will provide Support in accordance with the NUITEQ Stage Sweden Support Policy unless otherwise specified in the applicable Order.
6. Customer Data
The Service collects data from the Users to provide the Service and Support to the Customer under this Agreement.
6.1 Personal Data
A User may use the Service to manage other Users’ Personal Data, for instance if a User publishes Personal Data on a shared workspace in the Service. For such instances, NUITEQ is regarded as a Processor of Personal Data on behalf of the Customer. Any such Personal Data is treated according to the NUITEQ Stage Sweden Data Processing Agreement (DPA) and by accepting the Terms, each party agrees to comply with the DPA.
6.2 Use of Customer Data
Customer Data is defined as any data, content or materials that the Customer (including its Users) creates within or submits to the Service. The Customer grants NUITEQ the perpetual, non-exclusive, royalty free, worldwide right to use, copy, store, transmit, modify and create derivative works of Customer Data, but only as necessary to provide the Service and Support to the Customer under this Agreement.
6.3 Customer Data when changing Subscription Term
Any Customer Data will not be deleted, but can be made accessible or non-accessible by NUITEQ, when the Customer’s account is changed from one Subscription Term to another Subscription Term.
6.4 Deletion of Customer Data Upon Customer’s Requests
If the Customer wants to delete its account and associated Customer Data, he should notify NUITEQ by sending an email to email@example.com. NUITEQ will agree together with the Customer what Customer Data should be permanently deleted and unretrievable and process the request as fast as possible but within reasonable time.
6.5 Deletion of Customer Data Upon Organizational Requests
NUITEQ can terminate an account and delete its associated Customer Data if the Agreement is violated or if the account is deemed as inactive. An account is deemed as inactive if the following conditions are met in the order listed below:
- The account is enrolled onto a non-paid Subscription Term
- The account has not been logged onto during the last 3 consecutive months
- The Customer has been notified via the email address or phone number provided when creating the account at least 3 months prior to the deletion of Customer Data
NUITEQ uses commercially reasonable organizational and technical measures designed to protect the Service and prevent unauthorized access, use, alteration or disclosure of Customer Data as described in usage guidelines, technical documentation and service description for the Service (the “Documentation”, the current version of which is at https://www.nuiteq.com/sub-processors).
8. NUITEQ Stage Sweden Video Conference
NUITEQ Stage Sweden accounts may initiate a video conference on a NUITEQ Stage Sweden Board. When a user chooses to initiate a NUITEQ Stage video conference the audio and video of the user (“User Video”) is internationally transferred to the Twilio video conference service located in the United States. This one-off transfer may include personal information such as image and voice. Consent is required to sign up for the NUITEQ Stage Sweden service. Transfers are subject to the Twilio Data Processing Agreement (DPA) and GDPR Standard Contractual Clauses, see more details in our Transfer Impact Assessment https://nuiteq.com/stage-sweden-tia.
9. Suspension of Service
NUITEQ may take appropriate steps, including suspension or termination of the Service, if
- the terms and conditions in this Agreement are violated;
- the Customer’s actions risk harm to other customers or the security, availability or integrity of the Service.
Where practicable, NUITEQ will use reasonable efforts to provide the Customer with prior notice of the suspension.
10. Commercial Terms
10.1 Subscription Term
Unless otherwise specified in the applicable Order, each Subscription Term will renew and an invoice will be issued to Customer for the successive period. To end the Subscription Term and avoid renewal the Customer should give NUITEQ notice by sending an email to firstname.lastname@example.org of non-renewal at least ten (10) days before the current Subscription Term ends. Upon notice of non-renewal, Customer will not be charged for the next billing cycle but will not receive any refunds or credits for amounts that have already been charged.
By agreeing to an Order, Customer will be invoiced the full price of the Service at the time of placing the Order. Unless the Order provides otherwise, the invoice is due within 30 days of the billing date and late payments are subject to a service charge.
All prices on our website are provided in Swedish kronor (SEK) exclusive of any value added tax (VAT) or other transactional taxes.
11. Warranties and Disclaimers
11.1 Limited warranty
NUITEQ warrants to the Customer that the Service will perform materially as described in the Documentation. NUITEQ also warrants the Customer that the Service will not materially decrease the overall functionality of the Service during a Subscription Term.
11.2 Warranty remedy
If NUITEQ fails to deliver on Section 11.1 (Limited warranty) and the Customer makes a reasonably detailed warranty claim within 30 days of discovering the issue, then NUITEQ will use reasonable efforts to correct the non-conformity. If NUITEQ cannot do so within 60 days of Customer’s warranty claim, either party may terminate the affected Order as relates to the non-conforming Service. NUITEQ will then refund to the Customer any pre-paid fees for the terminated portion of the Subscription Term.
The Service is provided “as is”. NUITEQ and our suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither NUITEQ nor our suppliers and licensors, make any warranty that the Customer’s use of the Service will be uninterrupted or error-free or that the Service will meet the Customer’s requirements or operate in combination with third-party services used by the Customer. NUITEQ is not liable for delays, failures or problems inherent in use of the Internet and electronic communications or other systems outside NUITEQ’s control.
12. Term and Termination
This Agreement starts on the Effective Date and continues until expiration or termination of all of Customer’s active Subscription Terms.
12.2 Termination for Cause
Either Party may terminate this Agreement for cause: (i) upon thirty (30) days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Delay in payment more than sixty days after due date shall be considered a material breach of this Agreement.
Further to this, NUITEQ shall have the right to terminate this Agreement with immediate effect if Customer, in NUITEQ’s opinion, breaches any of its obligations.
12.3 Termination for Convenience
Customer may terminate this Agreement without cause with two (2) months prior written notice.
NUITEQ may terminate this Agreement without cause with three (3) months prior written notice.
NUITEQ may terminate this Agreement without cause immediately if NUITEQ decides to discontinue the Service.
12.4 Effect of Termination
When the termination or expiration of this Agreement is effective, Customer shall immediately cease use of the Service. NUITEQ shall immediately destroy all Customer data, unless retention is mandated by applicable law.
Sections 11.3, 13, 14 and 15 of this Agreement shall survive termination of the Agreement.
13. Intellectual Property
Nothing in this Agreement, or otherwise between the Parties, shall be construed as transferring or assigning any ownership or title to any intellectual property rights, including but not limited to the copyright, patent, design, trademark or know-how. All NUITEQ trademarks, service marks, graphics and logos used in connection with its Services, are trademarks or registered trademarks of NUITEQ or its licensors. Other trademarks, service marks, graphics and logos used in connection with the Service may be the trademarks of other third parties. Customer’s use of the Service grants Customer no right or license to reproduce or otherwise use any of NUITEQ or third-party trademarks.
14.1. Limitations of Liability
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM THE CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE RESULT OF THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Notwithstanding the foregoing, the limitation set out above shall not apply in respect of violation of Section 14.3 (Confidentiality), death or personal injury, damage to real property, infringement of intellectual property, indemnification obligations, breach of export and import obligations, or in the case of wilful misconduct or gross negligence.
Customer shall indemnify and hold NUITEQ and NUITEQ’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Customer’s use of the Service directly infringes a copyright, a patent issued as of the Effective Date, or a trademark of a third party; or (ii) a claim, which if true, would constitute a violation by Customer of its representations or warranties; provided that NUITEQ (a) promptly give written notice of the claim to Customer; (b) give Customer sole control of the defence and settlement of the claim (provided that Customer may not settle or defend any claim unless it unconditionally releases NUITEQ of all liability); (c) provide to Customer all available information and assistance; and (d) have not compromised or settled such claim. Customer shall have no indemnification obligation, and NUITEQ shall indemnify Customer pursuant to this Agreement, for claims arising from any infringement arising from the NUITEQ provisioning of the Service.
The Parties recognize that they will have access to confidential proprietary information and/or trade secrets of the other Party. Accordingly, the Parties agree that (i) the provisions of this Agreement, (ii) any information whatsoever with respect to the Products and Services, (iii) the course of dealing between NUITEQ and Customer hereunder, and (iv) all other non-public information relating to the foregoing, including, but not limited to, Customer’s information submitted through the Service (collectively, the “Confidential Information”) shall be treated by
the Parties on a confidential basis and shall not be reproduced, reduced to writing or disclosed to any employees of the Parties (except on a need to know basis and then only if the employee is subject to an obligation of confidentiality) or any other person or entity without the prior written consent of the disclosing party. The prohibitions contained in this Section 13.3 shall not apply to information that is: (i) available to the public other than by a breach of this Agreement, (ii) rightfully received from a third party not in breach of an obligation of confidentiality, (iii) independently developed by the receiving party without access to Confidential Information as evidenced by receiving party’s written records, (iv) known to the receiving party prior to the time of disclosure as evidenced by receiving party’s pre-disclosure written records, or (v) produced in compliance with applicable law or a court order, provided the disclosing party is given reasonable notice of such law or order and an opportunity to attempt to preclude or limit such production. Upon termination of this Agreement, at the reasonable request of the disclosing party, any documentation or data reflecting any Confidential Information shall be promptly returned to the disclosing party or destroyed.
14.4 Changes to the terms
NUITEQ has the right to change these terms and conditions at any time with three (3) months’ notice. If the changes made by NUITEQ is unacceptable to Customer, then Customer can terminate this Agreement for convenience in accordance with the provisions in Section 12.
15. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with Swedish law, without reference to its conflicts of laws principles or rules and without regard to the conflicts of laws principles of any other jurisdiction.
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, Sweden. The language to be used in the arbitral proceedings shall be English.