NUITEQ Stage Sweden Terms of Service

NUITEQ Stage Sweden Terms of Service

Version Date: November 21, 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 mail@nuiteq.com.

Natural User Interface Technologies AB
Corporate registration number 556731-1344
Laboratorgränd 11
931 77 Skellefteå
Sweden
E-mail: mail@nuiteq.com

1. The Agreement

This NUITEQ Stage Terms of Service (the “Agreement”) is entered into by and between NUITEQ 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 the Customer has confirmed to order 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”).

3. Terms of Use

3.1 Users

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.

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.

5. Support

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

Any data managed by the Service that could be used to identify an individual (Personal Data) is treated according to the NUITEQ Stage Sweden Privacy Policy.

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 info@nuiteq.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

7. Security

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://nuiteq.com/sub-processors).

8. Transfer

NUITEQ Stage Sweden may transfer personal information outside of the European Union to deliver the requested services. You consent to the transfer of personal information required to deliver the requested NUITEQ Stage Sweden service. Transfers are subject to GDPR Standard Contractual Clauses, the NUITEQ Stage Sweden Data Processing Agreement (DPA),Privacy Policy, and Transfer Impact Assessment.

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 info@nuiteq.com 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.

10.2 Payment

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.

10.3 Prices

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.

11.3 Disclaimers

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

12.1 Term

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.

12.5 Survival

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. Miscellaneous

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.

14.2. Indemnification

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.

14.3. Confidentiality

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.