These Terms of Service (the “Terms”) govern Mavenoid AB’s, a company registered in Sweden with company registration number 559057-5170 and/or any of its subsidiaries ("Mavenoid")'s, provision of a service for troubleshooting and other features, as applicable, (the "Service") to a customer ordering the Service from Mavenoid (the "Customer"). By placing an order for the Service (the "Order"), the Customer agrees to be bound by and comply with these Terms.
1. The Service
1.1 The Service consists of certain self-service and remote service functionality and related functions, enabling the Customer to provide online support, as further described here, or in the applicable service description (in an appendix to the Order).
1.2 Mavenoid shall make the Service available to the Customer as from the date stipulated in the Order (the "Service Start Date").
2. User account
2.1 The account and login details to the account shall be maintained secure and the Customer is responsible for all activities carried out in connection with the account. Mavenoid will not be responsible for any losses suffered by the Customer in circumstances where the Customer's account is used by a third party, unless such loss is caused by Mavenoid's negligence.
3. Acceptable use of the Service
3.1 The Customer may not use the Service for any other purpose than as expressly stipulated herein. Non-permitted use of the Service includes, but is not limited to: (i) using the Service for any illegal, immoral, unlawful and/or unauthorized purposes; (ii) bypassing any measures used to prevent or restrict access to the Service; or (iii) copying, modifying, altering, adapting, making available, reverse engineering, decompiling, or disassembling any portion of the content made accessible on or through the Service or publicly display, reproduce, create derivative works from, perform, distribute, or otherwise use such content, other than as expressly permitted under these Terms or applicable law.
4. Fees and payment
4.1 The Customer shall pay a subscription fee for the Service (the "Subscription Fee") as detailed in the Order or subsequent Orders.
4.2 All fees are exclusive of value-added tax (VAT) and any other applicable taxes and/or duties.
4.3 The invoicing terms will be detailed in the Order.
4.4 It is the Customer's responsibility to monitor its use of the Service to ensure that the service capacity (including conversations and seat limits) is within the range for the applicable Subscription Package. If the Customer’s use of the Service exceeds the service capacity for the Subscription Package, if new features are unlocked, or if the Customer chooses to upgrade its Subscription Package during an ongoing subscription period, the Customer will be charged for such excess use/capacity, or upgraded Subscription Package, in accordance with Mavenoid's then applicable price list, and the Customer agrees to pay such additional fee. Any variations to the Subscription Package will be agreed upon in subsequent Orders.
4.5 In the event of late payment, Mavenoid is entitled to a default interest of 0.5 % per month on any outstanding amount or the maximum permitted by law, plus all expenses of collection. The Customer acknowledges and agrees that a delay in payment of the Subscription Fee may result in the termination of the Customer's access to, and right to use, the Service, as set out in Section 12 below. In additional to any current outstanding Fees, where such termination is served, any Fees that have yet to be invoiced in accordance with any outstanding Orders, will be invoiced and become immediately due and payable.
5. Additional services
5.1 The Customer may choose to order additional products and services through separate Orders. Each Order will be governed by the Terms of Service.
6. Customer Data
6.1 The Customer shall own all rights, title, and interest in and to any data that is submitted via the Service by or on behalf of the Customer ("Customer Data"). Mavenoid shall have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Service and related systems and technologies (including, without limitation, Customer Data and data derived therefrom), and Mavenoid will be free (during and after the term) to (i) use such information and data to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other Mavenoid offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
7. Personal Data
7.1 In the performance of the Service, Mavenoid will process personal data related to the Customer's users and customers (end-customers), on behalf of the Customer as data processor. By accepting these Terms of Service, Mavenoid and the Customer agree to be bound by Mavenoid's data processing agreement which is provided as an appendix to the Order.
7.2 For the purpose of managing the relationship with the Customer and to create and administer the Customer's user account, Mavenoid will process personal data related to the Customer's business representatives and users, as data controller. Information about Mavenoid's processing of personal data can be found in Mavenoid's privacy policy, which can be found here.
8. Intellectual property rights
8.1 Mavenoid (and/or its sub-contractors, as applicable) is and remains the sole owner of; (a) the Service and any software related to the Service and all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with implementation services or support, and (c) all intellectual property rights related to any of the foregoing.
8.2 Furthermore, Mavenoid is and remains the sole owner of Mavenoid's trade names, trademarks, logotypes, copyrights, and all components thereof. These Terms do not confer upon the Customer any right to, or in respect of, the Service or to any technology, software, information, or material being part of the Service. Mavenoid expressly reserves all intellectual property rights not expressly granted to the Customer hereunder.
8.3 The Customer grants Mavenoid the non-exclusive right and license to use and display the Customer’s name, logotype, and similar marks (“Customer Marks”) on its website and marketing material for the purposes of identifying the Customer as a customer of Mavenoid.
9. Confidentiality
9.1 Each party hereby undertakes not to directly or indirectly exploit or reveal to a third party any confidential information that a party has received as a result of or pursuant to these Terms unless otherwise agreed by the other party in writing. Confidential information includes all business, marketing, technical, or other information of a confidential or sensitive nature belonging to, or licensed to, a party and disclosed to the other party as part of or in connection with the Service or these Terms. Information shall not be considered confidential to the extent that such information is: (i) is publicly known or available at the time of disclosure or later becomes part of the public domain, other than by breach of these Terms; (ii) that a party can prove was in its possession before the time of disclosure, other than through a third party's breach of any obligation towards the other party; (iii) is lawfully disclosed to a party by a third party without any duty of confidentiality.
9.2 A party shall be entitled to disclose any confidential information that such party is required to disclose by (i) law, rule or regulation; (ii) decision of a court or tribunal; (iii) a governmental authority or other authority with relevant powers to which such party is subject; or (iv) with the other party's written approval.
9.3 If the parties have entered into a separate non-disclosure agreement, such agreement shall take precedence over this Section 9.
10. Changes to the Service and these Terms
10.1 Mavenoid may revise these Terms, from time to time, by giving the Customer ninety (90) days prior notice (which may be sent by email). If the Customer does not approve such amended Terms, the Customer is entitled to terminate its subscription to the Service within thirty (30) days from receipt of the notice.
11. Term and termination
11.1 These Terms enter into force on the Service Start Date and shall remain in force until the Service is terminated by either party in accordance with these Terms.
11.2 Unless otherwise agreed in the Order or an applicable addendum, the Initial term will be an Annual Subscription of twelve (12) months from the Service Start Date. The subscription for the Service shall automatically renew for consecutive twelve (12) months renewal terms (each known as a Renewal term) unless terminated in writing (including email) by either party at least thirty (30) days before the end of the Initial term or a Renewal term.
11.3 The Customer may terminate the Service by contacting Mavenoid using the contact details in Section 15 below. Such termination will take effect at the end of the current Initial or Renewal term. For the avoidance of doubt, any financial obligations as detailed in any current outstanding Orders, including paying future invoices, will remain until such expiry.
12. Termination for cause
12.1 Either party may terminate the subscription for the Service with immediate effect if the other party: (i) materially breaches its obligations under these Terms and the breaching party does not remedy the breach within thirty (30) days of written notice from the non-breaching party of such breach; or (ii) becomes bankrupt, ceases payments, goes into liquidation, applies for restructuring or may otherwise reasonably be considered insolvent; or (iii) is in delay with payments invoiced under the Terms, provided that Mavenoid has given the Customer a notice of this at least two (2) weeks in advance.
13. Disclaimer and limitation of liability
13.1 To the fullest extent legally permissible, the Service, the content, and third-party components provided therein are provided on an "as is" and "as available" basis, and Mavenoid and our service providers disclaim all warranties of any kind, express, implied or statutory, including but not limited to warranties of title or non-infringement or implied warranties of use, merchantability or fitness for a particular purpose. For the avoidance of doubt, unless a specific service level agreement has been entered into, Mavenoid provides no warranties regarding the availability of the Service.
13.2 Neither Party shall be liable for indirect damages, such as loss of profit or turnover or loss of data, with respect to the Service or otherwise under these Terms. Further, Mavenoid's total aggregate liability towards the Customer hereunder shall for each contract year (calculated from the Service Start Date) be limited to one times (1x) the current annual subscription fee
14. Miscellaneous
14.1 These Terms constitute the entire terms and conditions between the Customer and Mavenoid relating to the Service and supersede any and all prior written or oral agreements or understandings between the Customer and Mavenoid. Where there is any conflict with these Terms and associated Orders, such Orders shall take precedence.
15. Notices
15.1 If the Customer has any questions related to these Terms or the Service or if the Customer will give notice of termination, please contact us at Address: Malmskillnadsgatan 32, 111 51 Stockholm, Sweden;
Email: legal@mavenoid.com
16. Governing and disputes
16.1 Any claim relating to the Service, or the use thereof will be governed by and interpreted in accordance with the laws of Sweden, without reference to its conflict of law principles.
16.2 Any dispute, controversy, or claim arising out of or in connection with these Terms, 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. The language to be used in the arbitral proceedings shall be English.
