Terms and Conditions for ProtectMe Standard Service

Hi and welcome to the Terms and Conditions for ProtectMe Standard Service.

1 Basic understanding

In these Terms and Conditions any reference to ProtectMe shall mean any affiliated (regardless of country of incorporation and regardless of being a wholly owned subsidiary or merely an affiliation) company within the ProtectMe group and its Swedish parent company ProtectMe International AB.

In these Terms and Conditions any reference to “Partner” shall mean you as a customer of ProtectMe including any physical persons whom are employed and/or in any other way working for the Partner and have access to the service provided by ProtectMe in his or her capacity as a representative of the Partner (the “User”)”. The Partner is responsible for informing, and when applicable and necessary, collecting consent from the Users of these Terms.

ProtectMe and Partner are hereinafter individually referred to as a “Party” and jointly “the Parties”.

These provisions (the “Terms”) regulate inter alia the Terms and Conditions of the use of ProtectMe´s [business supervisory service], which is a subscription service (the “Service”) as specified and agreed between the Parties in the document to which these Terms is appended (the “Agreement”). These Terms shall be seen as an integral part of the Agreement and can only be amended by written separate agreement between the Partner and ProtectMe. For the avoidance of doubt; in the event of any inconsistency between the Agreement and these Terms, these Terms shall prevail.

When accepting these Terms thus entering into the Agreement you as a Partner undertake to assist ProtectMe and provide ProtectMe with necessary information that ProtectMe may need from time to time in order to perform the Service.

2 Commencement, term and termination of the Agreement

The Agreement, and the Terms, shall enter into force on the day both Parties have signed the Agreement and shall be valid for a fixed period of two years thereafter.

The Service is provided in two-years subscriptions where a subscription period is pre-paid in accordance with section 13 below.

The Partner can terminate the Service by giving at least three months’ written notice to ProtectMe, before the expiry date. For the avoidance of doubt, if the Partner wishes to terminate the Agreement a written notice must be sent to ProtectMe at the latest three months before the current subscription period ended.

If no notice of termination is given or if notice of termination is given too late the Service will continue in full force for an additional two-years subscription, which will be invoiced in accordance with section 13 below.

In the event of termination of the Agreement, sections 6,7,8,9,16 and 18 shall continue to be valid in accordance with what is stated therein after the termination of the Agreement.

3 The Partner’s right to use the Service

When signing the Agreement, and with subject to the Partner’s compliance with these Terms, ProtectMe grants the Partner a non-exclusive right to use the Service in accordance with what is agreed in the Agreement and in accordance with these Terms for as long as the Agreement is in force (the “Licence”). The Partner is responsible for the User´s use of the Licence.

Except as expressly permitted by ProtectMe or permitted by applicable law, the Partner may not:

  1. remove any copyright, trademark or other proprietary notices from any portion of the Services;
  2. reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Services to the public and/or to any third party;
  3. decompile, reverse engineer or disassemble the Services;
  4. link to, mirror or frame any portion of the Services;
  5. cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Services or unduly burdening or hindering the operation and/or functionality of any aspect of the Services;
  6. attempt to gain unauthorized access to or impair any aspect of the Services or its related systems or networks; or
  7. use the Licence and/or the Service in conflict with any applicable law and/or legislation.

The Partner’s right to use the Licence only permits the Partner to use the Licence in its business for purposes that do not conflict with these Terms. If ProtecMe suspects that the Partner is using the Licence in a way that conflicts with these Terms or in a way that ProtectMe considers as a non-normal use of the Licence, ProtectMe can limit the Partners use of the Service by limiting the Licence and/or act in accordance with section 11 below.

In case of breach of this section 3, the Partner shall be obliged to pay to ProtecMe a compensation for all direct and indirect losses caused by the Partner.

4 Transfers

The rights and obligations of ProtectMe in accordance with the Agreement may be freely transferred. The Partner may not enter into an agreement with any other party regarding similar services as the Service without ProtecMe’s prior written consent.

5 Privacy Policy

When accessing the Service the Users will be asked to enter personal information. The information entered can include, but might not be limited to the User’s [telephone number, e-mail address, name, personal identity number], etc. (“Personal Data”). All Personal Data provided by Users could be transferred by ProtectMe to other companies within our group of companies, to any successors in title to our business and to suppliers we engage to process data on our behalf, but only for the purpose of providing the Service. I.e. the Personal Data provided can be forwarded to a third party in accordance with these Terms.

When entering any Personal Data the User gives his/her consent to ProtecMe to handle and use his/her Personal Data. Anonymous User information may be used to generate statistics and comparison data for the benefit of our Users. It can also be used for the purpose of market research surveys and marketing.

ProtectMe handles Personal Data in accordance with the Swedish Data Protection Act as well as any other applicable law. [ProtectMe can be the Data controller as well as a Data processor as the case may be].

Once per calendar year, all Users have the right to obtain an extract of the information held about him/her by ProtectMe. If a User wants to obtain such a statement, or if a User wishes to change the information or data in the extract the User is welcome to contact ProtectMe International AB by e-mail to [email protected] or by mail to ProtectMe International AB, Box 16406, 103 27 Stockholm, [(the Data controller and/or Data processor as the case may be)]. ProtectMe will also assist the User, if a request is sent to the aforementioned e-mail and/or postal address, should the User wish ProtecMe to delete or correct information regarding him or her. However please be aware that if the User asks ProtectMe to delete all information from his/her user account the User will no longer be permitted to use the Service provided under the License by ProtectMe.

6 Confidentiality

Under this Agreement, and in these Terms, ”Confidential Information” means any confidential or proprietary information and documentation of a Party or any of that Party’s affiliates, including but not limited to, products, processes, techniques, trade secrets, specifications, research and development plans and internal affairs.

Each Party shall take all reasonable efforts to protect Confidential Information received from the other Party. Such efforts may not be of a lesser standard than the standard of care such Party uses in the protection of its own Confidential Information. No Party may use Confidential Information of the other Party for any purposes other than in connection with the performance of the Service and/or the Licence and shall make such Confidential Information available only to its employees, subcontractors, or agents having a “need to know” with respect to such purposes. In the event of the expiration or termination of this Agreement for any reason, all Confidential Information of a Party disclosed to and all copies thereof made by the other Party shall be returned to the disclosing Party or, at the disclosing Party’s option, erased or destroyed. The obligations in this section shall not restrict any disclosure by a Party pursuant to any applicable law, or by order of any court or government agency (provided that the disclosing Party shall give prompt notice to the non-disclosing Party of such order). Confidential Information of a Party shall not be afforded the protection of this Agreement if such data was (a) developed by the other Party independently, (b) rightfully obtained by the other Party without restriction from a third party, (c) publicly available other than through the fault or negligence of the other Party, or (d) released without restriction to anyone.

7 Intellectual property rights

No rights to any intellectual property are granted to Partner under the Agreement, or in these Terms, unless to the extent otherwise expressly stipulated. All rights are thereby the exclusive property of ProtectMe unless otherwise expressly stipulated. Partner shall not during or at any time after the expiry of this Agreement (whether in whole or with respect to support only) in any way question or dispute the ownership by ProtectMe.

By accepting these Terms thus signing the Agreement the Partner hereby undertake not to use, modify, disseminate, sell or save the Service or information provided by ProtectMe and not to publish or indirectly cause the publication of articles, survey results or other material produced by ProtectMe. ProtectMe hereby grant the Partner a non-exclusive, non transferable, non sub licensable right to use the Service internally within Partner’s organisation. All other usage shall be according to a separate agreement. In no event shall Partner sell, transfer or market any information, results or findings presented by ProtectMe under the Agreement, to a third party

All information as presented by ProtectMe under the Agreement is ProtectMe’s exclusive property. The Partner, by its signing of the Agreement, obtains a non-exclusive right to use information internally within Partner’s organisation. All other usage shall be according to a separate agreement. In no event shall Partner sell, transfer or market any information, results or findings presented by ProtectMe under the Agreement to a third party.

In order to promote the co-operation under the Agreement, a Party may use the other Party’s logos, trademarks, trade names and other intellectual property rights. However, all such use must be agreed in advance between the Parties.

8 Disclaimer

ProtectMe strives to ensure that the Service is available twenty-four hours a day. However, ProtecMe shall not be liable if, for any reason, the Service is unavailable at any time or for any period.

Access to the Service may be suspended temporarily and without notice in the case of a system failure, maintenance or repair or for any reasons beyond ProtecMe’s control.

The Service is provided on an ‘as is’ basis without any warranties of any kind, express or implied. ProtectMe, to the fullest extent permitted by law, disclaims all warranties, including but not limited to, the warranties of merchantability, title, non-infringement of third parties´ rights, and fitness for particular purpose. ProtectMe makes no warranties about the accuracy, reliability, completeness, or timeliness of the Service.

9 Limitation of liability

(a) The Partner assume all responsibility and risk for its use of the Service, the Internet generally, and the documents that are posted or accessed in or relating to the Service and for the Partner’s conduct on and off any site provided by ProtectMe.

(b) In no event shall ProtectMe (or any of its officers, directors, shareholders, employees, affiliates, agents or advertisers), be liable for any non-direct damages whatsoever (including, without limitation, incidental and consequential damages, lost profits, or damages resulting from lost data, lost employment opportunity, or business interruption) resulting from or arising under or in connection with the use or access to, or the inability to use or access, the site and/or any document included in the Service whether or not ProtectMe is advised of the possibility of such damages.

(c) Because some states or jurisdictions do not allow the exclusion or limitation or liability for consequential or incidental damages, the limitations set forth in the preceding paragraph may not apply to the Partner. If any provisions are held inapplicable or unenforceable for any reason, then ProtectMe’s maximum liability to the Partner for any non-direct type of damages shall be limited to the total amount paid from the Partner to ProtectMe under this Agreement and/or these Terms, in the aggregate.

(d) In no event shall ProtectMe (or any of its officers, directors, shareholders, employees, affiliates, agents or advertisers), be liable for any direct damages in excess in the aggregate of the amounts actually paid by the Partner to ProtectMe under this Agreement and/or these Terms if greater than SEK [1000].

(e) Due to the nature of the Agreement, in addition to monetary damages, Partner agrees that ProtectMe will be entitled to equitable relief upon a breach of the Agreement by the Partner.

10 Changes

ProtectMe retains the right to change at any time the structure of the Service as well as these Terms. Changes to the Terms come into force seven days after the amended Terms have been sent to the Partner.

The Partner may not assign or transfer the obligations under this Agreement and/or these Terms. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.

If any provision of this Agreement, or these Terms, is found to be invalid by any court having competent jurisdiction, the invalidity of all or part of a provision shall not affect the validity of the remaining parts and provisions of this Agreement, and or these Terms, which shall remain in full force and effect.

11 Breach of Agreement

ProtectMe shall have the right, without repayment of invoices paid, to give notice of termination or terminate the Agreement with immediate effect if; (a) the Partner applies for or enters into bankruptcy proceedings, ceases its payments, commences composition negotiations, is granted or applies for company reconstruction, draws up a balance sheet for liquidation purposes, or is otherwise considered to be insolvent; (b) the Partner ceases to observe its obligations in accordance with this Agreement and/or these Terms and there is cause to assume that the Partner will not observe its obligations; (c) the Partner provides incorrect or misleading information or omits to mention circumstances that are of importance; (d) if information emerges to the effect that the Partner has not fulfilled ProtectMe’s requirements concerning credit status.

12 Amendments of the Agreement

ProtectMe can; (a) after written notification, make small adjustments to the Agreement and/or these Terms such as, for example, adjusting certain terms so that cost increases (for example, increases in postage or charges for credit information) are borne by the Partner; and (b) however, not earlier than thirty days after written notification, make other amendments to the Agreement and/or these Terms. If the Partner does not accept such changes as are stipulated under (a), the Partner shall have the right to give notice of termination of the Agreement with thirty days’ notice. Such notice of termination shall be made not later than thirty days after the Partner has received the message notifying the amendment.

13 Invoicing and fees

The Partner’s cost for use of the Service is specified in the Agreement, including to which tiers and extra content the Partner is entitled to.

Unless otherwise agreed between the Parties; ProtectMe shall invoice the Partner [the total amount as specified in the Agreement at the signing of the Agreement]. The payment period for invoices shall be net thirty days.

14 Force Majeure

Neither Party shall be liable to the other for any delay in performance of failure to perform its obligations in accordance with this Agreement, and/or these Terms, where such delay or failure is due to circumstances beyond its control and unknown to it at the date of this Agreement and/or these Terms, such circumstances including, but not restricted to, fire, flood, explosion, war, terrorism, embargo, government requirement, legislative constraints, civil or military authority, natural disasters, or other similar types of situations (“Force Majeure Event”). If a Force Majeure Event continues for a period of more than forty five days, either Party may terminate this Agreement by giving not less than seven days written notice to the other Party.

15 Communication

Notice of termination or other communication shall be made through messenger, registered letter to the Parties’ addresses as stated subsequently through written communication to the opposite Party. The notification shall be considered to have been received by the other Party if; (a) delivered by messenger: upon delivery; and (b) sent by registered letter: two days after delivery for mailing. Change of address shall be notified to a Party in the manner stated herein.

16 Non-solicitation

By the execution of the Agreement, Partner undertakes not to actively recruit personnel from ProtectMe without prior written acceptance from ProtectMe during the term of the Agreement, and for a period of two years thereafter.

17 Miscellaneous

The Agreement, together with these Terms and all exhibits and schedules hereto, constitutes the entire understanding and supersedes all prior oral or written agreements between the Parties relating to the subject matter contained herein, and merges all prior and contemporaneous discussions among them.

18 Governing law and disputes

The Agreement, as well as these Terms, shall be governed by and constructed in accordance with the laws of Sweden. In case of any dispute with regard to the interpretation of the Agreement and/or these Terms, all references to legal standards, actions, and concepts etc. shall be construed according to what most nearly approximates the reference in the Swedish legal jurisdiction.

The Parties shall endeavour to settle any dispute, controversy or claim arising out of the Agreement and/or these Terms by good faith negotiations. Should the negotiations fail, the dispute shall be finally determined through arbitration in accordance with the Rules for Simplified Arbitration Procedure of the Stockholm Chamber of Commerce. The arbitration shall take place in Stockholm, Sweden and the award shall be confidential. The language of the dispute resolution proceedings shall be English and evidence shall be presented in English.

Last update of the Terms, May 2017

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