These User Terms (the “Terms”) govern your (“you”/”your”) use of Cantemo AB’s (Swedish corporate identity number 556810-0779, hereinafter referred to as “Cantemo”) cloud based media management and collaboration platform, Cantemo Iconik™ (the “Platform”). Through use of the Platform, you agree to and will be bound by these Terms (and shall ensure that any authorized user complies with the Terms). The Terms apply until your use of the Platform is terminated, or on the date otherwise determined and communicated to you by Cantemo.
1. Use of the platform
The Platform (including the software, if any, and documentation), is provided against payment in accordance with section 2 below and “as is”. Cantemo makes no (and you receive no) warranties in connection with the Platform or modifications or improvements thereto delivered hereunder; express, implied, statutory or in any other provision of these Terms or communication between Cantemo and you.
Cantemo aims to provide the Platform fully available, bug-free, and safe, but all use of the Platform is at your and the user’s own risk. Cantemo does not warrant that the Platform will always be available, secure and without errors or interruptions, delays or imperfections. Cantemo cannot guarantee that content uploaded to the Platform is available all the time, or that no harm comes to said content. You and any user will be solely responsible to keep backup of any content uploaded to the Platform and Cantemo cannot be held liable for any damage or disappearance of content uploaded to the Platform.
Cantemo specifically disclaims all implied warranties with regard to the Platform, including warranties of merchantability, noninfringement and fitness for a particular purpose, or arising from a course of dealing, usage or trade practice. In no event shall Cantemo be liable for any, incidental or consequential damages, lost profits or lost data, or any other indirect damages even if Cantemo has been informed of the possibility thereof. Should Cantemo be held liable, Cantemo’s entire liability in connection with your use of the Platform shall be limited to an aggregate amount corresponding to fifty (50) per cent of the remuneration paid by you to Cantemo during the last twelve (12) months prior to the occurrence of the circumstances giving rise to the liability, or, where you have used the Platform for less than twelve (12) months, fifty (50) per cent of the remuneration paid by you to Cantemo during such shorter period. Said limitations shall not apply in the event of willful misconduct or gross negligence on part of Cantemo.
Notwithstanding the foregoing, Cantemo may upon request (and subject to separate agreement) undertake to provide the Platform at agreed service levels in accordance with a separate Service Level Agreement. Such agreement shall be entered into in writing and be signed by both parties in order to be binding.
2. Credits and payment
All use of the Platform and the features therein requires that you hold sufficient credit. Credits are purchased in advance and can be used across all available usage metrics, such as users, storage, and data traffic. The credit amount can be determined by you and will be based on an estimated consumption rate for an estimated period of time. This estimation shall not be construed as a binding undertaking from Cantemo, but solely as an estimation in order for users to know roughly when additional credits must be purchased in order to keep using the Platform. Purchased credits are non-refundable.
Cantemo may choose to change the charges for use of the Platform and/or the features included in the Platform. Any such changes will come into effect thirty (30) days after you have received notice of the change. Changes will however not affect the value of credits already purchased by you, but instead be applied when new credit are purchased. If you do not accept the changes, you may terminate your subscription in accordance with 6.1 below.
If you do not have sufficient credits for use of the Platform and/or your chosen features, Cantemo may suspend your access to the Platform until full payment is made. Cantemo may also choose to terminate the contract between us with immediate effect.
Depending on your choice of transaction method, you may be charged additional fees for the transaction or for any other reason by the issuer of your chosen mean of payment. Local taxes may also vary depending on your choice of payment method. For more information about this, please contact the issuer of your choice of payment method.
Unless local mandatory law states otherwise, payment of fees is non-refundable. Refunds will never be made due to non-use of the account.
3. YOUR obligations
You will take full responsibility for and warrant that (a) any content uploaded, by you or any user of your account, to the Platform does not and will not infringe or violate the rights of any third party, including without limitation any intellectual property rights, performer’s rights, rights of privacy or publicity, or rights in confidential information; (b) you and any user of your account have obtained any and all necessary consents, permissions and/or releases from any and all persons appearing in any content in order to include their appearance, name, voice, performance or likeness in any content and to upload the same on the Platform; (c) no content uploaded to the Platform is threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, obscene, vulgar, offensive or inappropriate as determined by Cantemo in its sole discretion; and (d) the storage, use or transmission of any content does not violate any laws or these Terms.
Should you or any user of your account upload any content containing personal data, you acknowledge that you are regarded as the Controller of Personal Data, within the meaning of the Swedish Personal Data Act (SFS 1998:204), and after 25 May 2018, the General Data Protection Regulation ((EU) 2016/679) (and/or, as the case may be, any other corresponding data privacy legislation), and to the extent such content is uploaded Cantemo serves as Personal Data Assistant. Cantemo will not process the personal data for any other purpose, and you warrant that you and any user hold all and any applicable consents or other legal grounds for the processing of personal data, including the right to transfer the personal data to Cantemo.
Cantemo will only send you and any user of your account information through e-mail to the e-mail address you or the user have provided. You and any user of your account are for this reason responsible to ensure that the contact information you or the user have provided is up to date and correct at all times.
You and any user of your account shall take any and all reasonable security measures in order to ensure that the Platform is not harmed through your or any user of your account’s use of the Platform. Such measures shall include protection against viruses, spy ware and the likes.
You undertake to fully compensate and indemnify Cantemo for all cost and loss caused by your or any user of your account’s breach of these Terms and for any liability to pay damages or to reimburse any third-party costs inured by your or a user of your account’s breach of the Terms. This indemnification shall include any legal costs Cantemo may have as a result of said breach of the Terms.
4. Ownership AND USE
Cantemo hereby grants you a personal, non-transferable, non-exclusive right to use the Platform in accordance with the Terms and subject to our mutual contract. You acknowledge that Cantemo retains ownership of all right, title and interest to the Platform, the Platform design and any supporting written material as Cantemo may in its discretion provide to you and any user of your account in connection with the use of the Platform (“Documentation”), and the intellectual property rights therein and thereto (including, without limitation, all patent rights, design rights, copyrights, trademarks and trade secret rights) subject to this Section 4.
You agree, in particular, not to: a) copy, modify, or reverse engineer the Platform software or design, make derivative works based upon the Platform, or use the Platform to develop any products or services, without Cantemo’s prior written explicit approval; b) make available, sell, license, rent or transfer the Platform to any third party.
You hereby assign to Cantemo, your entire right, title and interest (including, without limitation, all patent rights, design rights, copyrights and trade secret rights) in any modifications or improvements to the Platform which you may propose or make during or after your subscription period, without limitation in time, or which you and Cantemo may jointly make during said period.
What is stated in this section 4 shall also fully and without changes apply for all and any user of your account. You will be held fully liable for any breaches of this section 4 caused by a user of your account.
5. Confidential information
You acknowledge that, in the course of using the Platform, you may obtain information relating to the Platform and to Cantemo which is of confidential and proprietary nature (“Proprietary Information”). Such Proprietary Information may include, but is not limited to, trade secrets, know how, invention techniques, processes, programs, schematics, software source documents, data, customer lists, financial information, and sales and marketing plans or information which you know or have reason to understand is confidential, proprietary or trade secret information of Cantemo. You shall at all times, both during your use of the Platform and for a period of at least five (5) years after your subscription has been terminated, for whatever reason, (or for such other longer period as the Proprietary Information may be protected by law), keep in trust and confidence all such Proprietary Information, and shall not use such Proprietary Information other than as expressly authorized by Cantemo under the Terms, nor shall you disclose any such Proprietary Information to third parties without Cantemo’s prior written consent.
You agree to immediately return to Cantemo, or upon Cantemo’s request destroy, all Proprietary Information (including copies thereof) in your possession, custody or control upon the withdrawal of your account, for whatever reason, at any time and for any reason. You shall further certify in writing that all mentioned materials and documentation has been returned or destroyed.
The obligations of confidentiality shall not apply to information which a) has entered the public domain, except where such entry is the result of breach of the Terms; b) prior to disclosure hereunder was already in your possession; or c) subsequent to disclosure hereunder is obtained by you on a non-confidential basis from a third party who has the right to disclose such information to you.
What is stated in this section 5 shall also fully and without changes apply for all and any user of your account. You will be held fully liable for any breaches of this section 5 caused by a user of your account.
6. Term and Termination
You may choose to terminate your account at any time. In order to terminate your account, please send an e-mail to email@example.com. You will however always be able to use any remaining credits. The account will be terminated once the credits are no longer sufficient to cover your use. The Terms apply until your account has been terminated.
Cantemo may terminate the account or suspend your or a by you authorized user’s access to the Platform at any time, including in the event of actual or suspected unauthorized use of the Platform and/or its content, or non-compliance with the Terms.
Cantemo is entitled to terminate the account with immediate effect if: a) you enter into bankruptcy or reconstruction, composition proceedings, suspends payments, enter into liquidation or in any other way can be assumed to have become insolvent, or b) materially violate any provision of the Terms and fail to remedy such violation within thirty (30) days after having received written notice thereof.
Any breach of the terms in sections 4 and 5 shall always be regarded as material breach which entitles Cantemo to terminate the account with immediate effect.
Upon the termination of account, for whatever reason, the following provisions of the Terms will still apply: 3.1, 3.2, 3.5, 4.1, 4.2, 4.3, 4.5, 5.1, 5.2, 5.4, 8.1 and 8.2.
The Terms, together with any additional terms and conditions (e.g. terms regarding charges/credits and usage metrics, etc., as set out on the Platform), constitutes the entire agreement between you and Cantemo and thus supersedes all previous understandings, whether oral or in writing, between the parties on the same subject.
Neither party may wholly or partly assign or pledge its rights and obligations under the Terms to any third party except with the prior written consent of the other party.
Cantemo is entitled to change the Terms during the term of your use of the Platform, provided that you have been informed of such change not less than [thirty (30)] calendar days in advance. In the event of such change you are entitled to terminate your account in accordance with section 6. Such termination must be effected not less than [ten (10)] calendar days prior to the change of terms taking effect. If you do not terminate the account as just said, this will constitute an acceptance by you of the change of the Terms.
If any provision of the Terms or part thereof is held invalid, this shall not affect the remaining provisions of the Terms.
A party is relieved from liability for a failure to perform any of its obligations due to any circumstance beyond its immediate control, which impedes, delays, or aggravates any obligation to be fulfilled by said party under the Terms, such as changes in laws and regulations or in the interpretation thereof, acts of authorities, war, acts of war, labor disputes, blockades, major accidents and currency restrictions.
8. Governing law and disputes
Our contract, including the Terms, shall be construed in accordance with and be governed by the laws of Sweden. Any dispute, controversy or claim arising out of or in connection with the contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm and the language to be used in the arbitral proceedings shall be English, unless both parties to the proceedings agree in writing to use Swedish as the language to be used.
The parties undertake, without any limitation in time, not to disclose the content of any contract negotiations, as well as the presence or content of an arbitration award arising from the Terms or information regarding negotiations, arbitration or mediation arising from the Terms. What is stated in this section 8.2 applies unless otherwise is prescribed by law, statute, authority regulations, stock exchange regulations or good practice on the stock market or otherwise required for the enforcement of a judgement.