Terms of service.
For Quartr Pro
Updated: November 2021
Quartr is a communication platform allowing companies and organisations (the "Subscriber") to manage investor relations and reach out with their communication to existing and new investors (the "Service").
PROVISION OF THE SERVICE
Provision of the Service. Quartr AB, reg. no. 559289-8125, ( "we", "us" or "our" ), will provide the Service and the Subscriber may access and use the Service during the Term, subject to these Terms of Service. The individual signing up for the Service on behalf of the Subscriber represents and warrants that the individual is authorized by the Subscriber to enter into these Terms of Service for and on behalf of the Subscriber.
Access to the Service. To use the Service, the Subscriber must accept these Terms of Service and register a user account, providing the required information, on our website (quartr.com) (the "Website" ).
Development and Change of Service. The Subscriber is aware and accepts that we continuously develop and improve the Service and that we have a unilateral right to decide on such developments and improvements to the Service. As such, we may during the Term change or modify the Service, including removing or adding functionality and features to the Service without prior notice.
Subcontractors. We engage subcontractors for the provision of the Service. The Subscriber agrees and is aware that certain subcontractors are necessary in order to provide the Service and that if the Subscriber does not accept that such mandatory subcontractors are used by us, we cannot provide the Service.
Availability. The Service are provided on an "as is" and "as available" basis. This means that we do not guarantee that the Service always will be fully available, for example due to scheduled and unplanned maintenance or technical issues. The Subscriber acknowledges and accepts that the Service may become unavailable due to planned or unplanned service, maintenance, technical issues, and/or updates.
Abuse of the Service etc. If the Subscriber (in our view) act in breach of these Terms of Service, applicable laws or regulations, or otherwise abuse the Service, we have the right to (i) limit, suspend and deny the Subscriber access to the Service; (ii) take technical and/or legal steps to prevent the Subscriber's further use of Service; and (iii) terminate the Subscriber's use or access to Service with immediate effect.
THE SUBSCRIBER'S UNDERTAKINGS
Responsibility for Internet Access. The Subscriber is aware and accept that the Service is dependent on Internet access. The Subscriber is solely responsible for its own Internet connection used to connect to the Service.
Costs for Data Usage. The Subscriber is solely responsible for any fees and charges for Internet traffic and data usage that the Subscriber may incur when accessing and using the Service.
Compliance with Applicable Laws etc. The Subscriber may only use the Service for the purposes for which the Service was developed and created and only for lawful purposes. The Subscriber shall comply with applicable laws and regulations when using the Service.
Responsibility for Subscriber Content. The Subscriber is sole responsible for content that the Subscriber uploads in the Service ("Subscriber Content") , including ensuring that Subscriber Content complies with applicable laws and regulation and do not violate or infringe the rights of any third party, including intellectual property rights of third parties. Moreover, the Subscriber warrants that Subscriber Content do include any virus, malicious software, worms, Trojan horses or other software which could damage, disrupt or interfere the Service for any reason. If we become aware that Subscriber Content violates these Terms of Service or applicable laws and regulations, we are entitled to delete any Subscriber Content at any time, without prior notice.
RIGHTS AND OWNERSHIP
License to use the Service. The Subscriber is hereby granted a non-exclusive, non-transferable, non-assignable, revocable and limited right and license to use the Service, subject to these Terms of Service. The Subscriber's right to use the Service is subject to the Subscriber's continued compliance with these Terms of Service.
Rights to the Service. With the exception of Subscriber Content, we are the owner and/or holder of all rights (and reserves all rights) to the Service (and any subsequent changes and improvements to the Service), including User Data, trademarks, software, source code, instructions, documentation and tools, all other related information and know-how of the Service, copyright and other intellectual property rights related to the Service. Nothing in these Terms of Service shall be interpreted as a transfer of any of our material or intellectual property rights to the Subscriber, including User Data. "User Data" refers to information, including personal data, relating to a user of the Service, being a natural person that accesses and uses the Service("User"), which is collected by us and stored in the Service.
Rights and License to Subscriber Content. The Subscriber retains all rights to the Subscriber Content. The Subscriber hereby grant us a non-exclusive right and license (including under copyright and trademark) to, during the Term, digitally distribute (including to reproduce, exhibit, distribute, market, sell and transmit and/or otherwise exploit) the Subscriber Content through the Service. This includes a right to share Subscriber Content through the Service on external websites and platforms provided by partners to us, including a right to convert – if technically necessary – the Subscriber Content to a format suitable for distribution through the Service on external websites and platforms.
Subscriber Indemnification. The Subscriber shall indemnify, defend and hold us harmless against any damages or costs arising out of any claim brought by any third party and arising out of (i) any breach by the Subscriber of its obligations under these Terms of Service, and (ii) any infringement, misappropriation or violation of any intellectual property rights or other rights as a result of the use and distribution of Subscriber Content through the Service.
Indemnification by Us. We shall indemnify, defend and hold harmless the Subscriber against any damages or costs arising out of any claim brought by any third party and arising out of any infringement, misappropriation or violation of any intellectual property rights or other rights in the Service, excluding Subscriber Content.
Notification of Claims. A party shall promptly give the other party written notice of any claim. The party who received the claim shall have sole control of the defense and settlement of the claim provided that: (i) the party may not settle any claim unless the settlement unconditionally releases the other party of all liability, (ii) the other party mitigates, to the fullest extent possible, any claim and does not materially prejudice the conduct of such claim; and (iii) the party does not require the other party to admit fault or liability. The other party will provide to the party who received the claim reasonable assistance, at the other party's own expense.
USE OF PERSONAL DATA
Compliance with Data Protection Laws. Each party shall be responsible for complying with applicable data protection laws, including the General Data Protection Regulation (2016/679) to the extent it applies to the Party, with respect to its own processing of personal data in connection with these Terms of Service and the provision and use of the Service.
Controllership. We are the controller in relation to the use of User's personal data in connection with the use of the Service under the General Data Protection Regulation (2016/679) (GDPR).
Data Processing Agreement. We process any personal data included in the Subscriber Content as a processor on behalf of the Subscriber in connection with the provision of the Service. The parties agree that our data processing agreement, as amended from time to time, available on the Website shall apply to our processing of personal data on behalf of the Subscriber to the extent the General Data Protection Regulation (2016/679) (GDPR) applies to the processing.
Information Security. We take reasonable technical and organizational measures to ensure that the Service operates properly, is secure and that Subscriber Content is protected.
TERM AND TERMINATION
Term. These Terms of Service are effective as of the date the Subscriber accessed and started using the Service and until further notice (the "Term"). The Terms of Service may be terminated by either party at any time, subject to three (3) months' written notice.
Termination in Advance. We are entitled to terminate these Terms of Service in advance at any time if the Subscriber substantially fails to fulfil its obligations under these Terms of Service.
Termination Notice. Any termination of these Terms of Service shall be in writing. The parties agree that this includes by way of e-mail from an authorized representative of either party.
Cession of the Service. We reserve the right to at any time cease to provide the Service.
Survival of Certain Terms. Clauses 12 (Rights to the Service) , 14–16 (Indemnification), 30–32(Limitation of Liability), and 33–39 (Miscellaneous) shall survive termination or expiration of the Terms of Service for any reason.
Obligations upon Termination. Upon termination the Subscriber Content shall be deleted or returned to the Subscriber as instructed in writing by the Subscriber. If the Subscriber has not provided any instruction within sixty (60) days of the termination of the Terms of Service, the Subscriber Content will be deleted without undue delay.
We reserve the right to unilaterally change these Terms of Service at any time. Any changes to these Terms of Service will be notified to the Subscriber in advance. By accessing and using the Service following any such change the Subscriber acknowledges and agrees to be bound by the updated version of these Terms of Service. If the Subscriber does not agree to the new Terms of Service, the Subscriber has a right to terminate the Terms of Service in advance to end on the date the change enters into effect.
We endeavor to ensure that the Service is available without interruptions and without errors, but the Subscriber understands and agrees that the Service are provided on an "as is" and "as available" basis, without express or implied warranty or condition of any kind. As such, we 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. We do not make any warranty that the Service will be error free or that access to the Service will be continuous or uninterrupted.
LIMITATION OF LIABILITY
Limitation of Liability. We are not liable for: (i) any loss or damage arising under or connection with the use of, or inability to use, the Service, or the use or reliance on any content displayed in the Service, including Subscriber Content, (ii) indirect or consequential loss or damage, (iii) loss of profits, (iv) business interruption, (v) loss of anticipated savings, or (vi) loss of business opportunity, goodwill or reputation. Our liability for damages arising under or in connection with the Terms of Service is limited, per calendar year, to an amount corresponding to one price base amount under the Social Insurance Code (2021:110).
Exclusions. The limitation of liability under these Terms of Service shall not apply (i) if the damage is caused by our gross negligence or wilful misconduct, or (ii) to amounts payable to third parties under Clause 15 (Indemnification) above.
Notification. The Subscriber must notify us of any claims of damages in writing without undue delay and at the latest within two (2) months from the date the Subscriber became aware, or reasonably should have become aware, of the circumstance giving rise to the damage, after which the claim for damages otherwise lapses.
Entire Agreement. These Terms of Service constitute the entire agreement between the Subscriber and us regarding the access and use of Service.
Assignment. We are entitled to transfer all or part of our rights and responsibilities under these Terms of Service to any third party without the Subscriber's consent. The Subscriber may, however, not transfer any of the rights granted under these Terms of Service to the Subscriber, without our prior written consent.
Severability. If at any time any provision of these Terms of Service is or becomes invalid, illegal or unenforceable under applicable law, the validity, legality and enforceability of the remainder of these Terms of Service shall not be affected. In the event any provision is held in any proceeding to be invalid, illegal or unenforceable, the deficient provision shall be replaced with a new provision permitted by applicable law and having an effect as close as possible to the deficient provision.
No waiver. Delay by either party to exercise a right or remedy under these Terms of Service shall not affect such party's right to enforce such right or remedy at a later time. A waiver by any party of any breach of any provision under these Terms of Service shall not be construed to be a waiver by such party in relation to subsequent breaches of such or other provisions in these Terms of Service.
Marketing. The parties agree that we may use the Subscriber's name and logotype for promotional and marketing purposes and thus state in our marketing of the Service that the Subscriber uses the Service, unless the Subscriber notifies us that the Subscriber wishes to opt-out of this.
Governing law. These Terms of Service are governed by Swedish law, without giving effect to any principles of conflicts of law.
Disputes. Any dispute, controversy or claim arising out of or in connection with these Terms of Service, or the breach, termination or invalidity thereof, shall be finally settled by the Swedish courts.
IF YOU HAVE ANY QUESTIONS
Contact information. If you have any questions regarding the Service, please contact us as below.
Reg. no.: 559289-8125
111 36 Stockholm, Sweden.