End User License Agreement
Thank you for subscribing to Nederman Insight (“NI”) from Nederman MikroPul. This end user license agreement the “EULA”) sets out the terms and details regarding your subscription (“Subscription”) to the NI service (“Service”) and the application and content available to authorized Subscribers at insight.nederman.com and the NI application for smart phone and/or tablet and as well as the use and transfer of, and your consent to the use and transfer of, certain information or data that will or may be collected, stored, recorded, and transmitted from and about the product or service supplied by an entity within the Nederman Group (“Nederman”). You will find the functional description of the Service in the agreement you have entered into with the Nederman contracting party regarding Nederman’s products and/or services (“the “Main Agreement”).
The Service is licensed to Licensee upon the condition that you accept all of the terms contained in this EULA and any additional limitations on the license set forth in the Main Agreement. If and to the extent of any conflict between the terms of this EULA and the Main Agreement, the provisions in the EULA shall apply.
For the purposes of this EULA, “Service” shall mean access to the software as set out in the Main Agreement and any upgrades, updates, bug fixes or modified versions thereto (collectively, “upgrades”).
The Service may need to be upgraded or changed from time to time. You agree that Nederman or Nederman’s sub-suppliers and licensors may update the Service in whole or in part without any further notice or consent. While upgrades or changes to the Service will be carried out in a way that aims to affect the Licensee in a minimum way, such upgrades may affect the possibility to transfer data to or store data in the Service. Nederman is not responsible for any affected data transfer or storage due to the performance of a upgrades or changes to the Service.
License: Nederman hereby grants to the Licensee a limited-time, non-exclusive and non-transferable license to use and to enjoy the benefit of, for the Licensee’s internal business purposes only (but not further or otherwise), the Service for which the Licensee has subscribed for, subject to the payment of applicable license fees.
Upon acceptance of this EULA and activation of the Service, the Service can be used for a period set out in the Main Agreement. At the conclusion of the applicable Subscription period, the Service may be de-activated automatically unless the Subscription has been renewed.
The Licensee shall not disclose or provide the user name or password to third parties, which constitutes confidential data of Nederman and its licensors and the Licensee shall exercise reasonable care in protecting the registration number or product authorisation key in confidence.
General Limitations: This EULA does not contain any transfer of title to the Service. Nederman and its licensors retains full ownership of all intellectual property rights in and pertaining to the Service. The Licensee acknowledges that the Service contains trade secrets and proprietary, sensitive and valuable information created and owned by Nederman, including but not limited to the content of the Service but also in the specific design, lay-out, interactive functionality and progression and structure of the Service and associated interface information. Except as otherwise expressly provided under this EULA, the Licensee specifically undertakes not to:
- sell, resell, rent, lease, distribute, timeshare, provide on a service bureau basis or otherwise commercially exploit or make available to any third party the Service or the content in any way;
- transfer, assign or sub-license its licensed rights to any other individual, person;
- reverse engineer or decompile, decrypt, dis-assemble or otherwise reduce the Service in any way or (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.;
- use or permit the Service to be used to perform services for third parties, without the express written authorisation of Nederman;
- disclose, provide, or otherwise make available confidential information contained within the Service in any form to any third party without the prior written consent of Nederman. The Licensee shall implement reasonable security measures to protect such confidential information;
- modify or make derivative works based upon the Service or the content; or
- create Internet "links" to the Service or "frame" or "mirror" any content other than on your own intranets or otherwise for Your own internal business purposes.
Proprietary Notices: The Licensee agrees to maintain and reproduce all trademarks, copyright, proprietary, and other notices on or within the Service in the same form and manner that such copyright and other proprietary notices are included by Nederman. The Licensee acknowledges that all intellectual property rights in the Service throughout the world belong to Nederman, that rights in the Service are licensed (not sold), and that the Licensee has no rights in, or to, the Service other than the right to use it to facilitate the provision of the Service in accordance with the terms of this EULA.
Term and Termination: This EULA and the licenses granted herein shall remain effective until terminated or until it expires after a Subscription period. This EULA terminates automatically in the case of expiry of services defined in the Main Agreement. Nederman has the right to suspend the licensed rights to use the Service and to enjoy the provision of the Service in the event that the Licensee breaches any of the terms and conditions of this EULA and without any refund of License fees. Nederman reserves the right to cancel the Licensee’s Subscription at any time if it fails to pay amounts owing when due, violates or breaches any terms of this EULA. If the Subscription is cancelled, the Licensee will still be responsible for payment of all outstanding balances accrued up to the cancellation date, including any fees described herein.
If the Licensee fails to comply with any provision of this EULA, this EULA and the Licensee’s rights will terminate immediately upon notice from Nederman. Upon termination of this EULA or upon its expiry, all rights granted under this EULA shall cease and the Licensee must cease all activities authorised by this EULA. The confidentiality obligations of the Licensee, and the restrictions and limitations imposed on the Licensee under “General Limitations” above, as well as all limitations of liability, disclaimers and restrictions of warranty shall however survive termination or expiry of this EULA.
Data and Data Collection. Upon the Licensee’s acceptance of these Terms the Service may collect, record and transmit equipment related data (“NI Data”), including data related to the equipment positioning, monitoring, and activity or other data gathered by any sensor on the equipment, such as but not limited to performance, accuracy, correct functionality etc. The type and amount of NI Data collected and transmitted will vary by equipment type and may change at any time without notice and Nederman makes no warranty in respect of which type and amount of NI Data that will be collected and transmitted in an individual case.
Data Storage. For the provision of the Service Nederman will maintain the NI Data for the full Subscription period plus a period of six months. The retention period extends from the date of expiration of the Subscription period, during which time the Licensee will have the ability to view the NI Data. Nederman will destroy or anonymize NI Data after its six months retention period.
Data Sharing with Nederman. Nederman agrees and acknowledges that the Licensee owns any information and data about the equipment embedded with the Service that is generated through the Service when the Licensee subscribes to the Service. The Licensee therefore grants Nederman a royalty-free, worldwide, perpetual, non-exclusive license (including the right to sub-license in order to fulfil this EULA) to: (i) access, use, store and otherwise process all NI Data for the purposes of providing the Service with the use of sub-suppliers; (ii) assist in on-going product development and improvement initiatives; (iii) develop and improve the Service and Nederman’s other products in general and (iv) use the NI Data as necessary for Nederman to defend itself against any claim made by the Licensee or any third party. The Licensee understands and accepts that certain technical parts of and Service may be provided by Nederman’s third parties (such as data server providers), which may therefore also process NI Data in accordance with this EULA.
The NI Data used/shared will normally not include personal information of individuals employed by the Licensee or the users of the equipment. To the extent, such personal information includes other categories of personal data than contact information and log in information of users (for which Nederman will be the controller and inform each respective user of the processing or their data) Licensee must prior to submitting such data inform Nederman and the parties may have to enter into a Data Processing Agreement For the Licensee’s protection and for Nederman’s compliance purposes, Nederman procures in its contractual arrangements with its engaged third parties (data server providers etc) that such third parties accept obligations to comply with applicable data protection laws imposed on them, as well as the use of adequate technical security solutions required to protect the NI Data.
Subject to the limitations and conditions set forth herein, Nederman warrants that commencing from the date on which t the Service is activated by the Licensee, and continuing thereafter for a period of three hundred and sixty five (365) days the Service will perform substantially in conformity to and in accordance with the functions described in the Main Agreement. Except for the foregoing, the Service is provided “AS IS”. The Licensee is aware about the fact that individual piece of Nederman hardware, product or equipment used by the Licensee may sometimes limit the full theoretical functionality of the Service, as described by Nederman in informational material about the Service.
The Licensee’s sole and exclusive remedy and the maximum liability of Nederman under this limited warranty will be at Nederman’s option refund or a partial pro-rata refund of the Subscription fees paid for the License of the Service in respect of the applicable Subscription period in which the Service is not functioning in any respect, in both cases subject to the condition that any error or defect constituting a breach of this limited warranty is reported to Nederman within the warranty period. In no event does Nederman warrant that the Service are entirely error free or that the Licensee will be able to enjoy all of the benefits of the Service without any problems, errors or interruptions. Nederman makes all reasonable efforts to always obtain a high technical security level in order to protect the Service from unauthorized third-party access to data. But due to the continual development of new techniques for attacking networks, Nederman cannot warrant that the Service or network on which the Service is used will be completely free of vulnerability to intrusion or attack.
Restrictions on Limited Warranty: This limited warranty does not apply if the Service or any Nederman product connected to the Service (a) has been altered or tampered with, except by Nederman or its authorised representative, (b) has not been activated fully or correctly, or if it has been operated, repaired, or maintained other than in accordance with instructions supplied by Nederman, (c) has been subjected to abnormal physical or electrical stress, abnormal environmental conditions, misuse, negligence, or accident; or (d) is licensed for beta, evaluation, testing or demonstration purposes. The Licensee is responsible for the day-to-day maintenance of any hardware equipment, including sensors and Nederman-approved products, connected to the Service and Nederman shall have no liability towards Licensee under this EULA in respect of errors or faulty NI Data resulted by faulty lack of maintenance or the like. Except as specified above, any additional warranty is hereby excluded.
Limitation of liability
Notwithstanding anything else in this EULA to the contrary, Nederman’s maximum aggregate liability to the Licensee, whether in contract, tort (including negligence), breach of warranty or otherwise, shall not exceed the Subscription fee in the year by the Licensee to Nederman. Nothing in this EULA however shall limit (i) any liability of Nederman to the Licensee for personal injury or death caused by its negligence, (ii) Nederman’s liability for fraudulent misrepresentation, or (iii) any liability of Nederman which cannot be excluded or limited by law.
Subject to (i), (ii) and (iii) above, in no other event will Nederman be liable for any lost revenue, lost profit, or lost or damaged data, business interruption, loss of capital, or for special, indirect, consequential, incidental, or punitive damages, howsoever arising, including, without limitation, in contract, tort (including negligence) or whether arising out of the use of or inability to use the Service, even if, in each case, Nederman has been advised of the possibility of such damages.
Governing Law and Dispute Resolution: This EULA is governed by and shall be construed in accordance with the substantive law of Sweden. 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 administered by the Arbitration Institute of the Stockholm Chamber of Commerce, Sweden. (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, Sweden. The language to be used in the arbitral proceedings shall be English.
If any provision of this Agreement is found to be void or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect. Except as expressly provided herein, this Agreement constitutes the entire agreement between the parties with respect to the license of the Service.