Intrafeed Terms and Services

Last updated: 26 Oct 2017 These terms and conditions (the "Terms" or "Terms and Conditions") govern your relationship with the Swedish company Intrafeed AB, reg. no. 559129-2296 (“Intrafeed AB”, "us", "we", or "our"), in relation to your use of Intrafeed collaboration software hosted and provided by us (the "Service"). Please read these Terms and Conditions carefully before registering a user account or using the Service. If you accept these terms and conditions on behalf of an organization, you represent and warrant that you have the authority to legally bind the organization to the agreement that these Terms and Conditions represent.

Definitions

“Contact Details” the email address that you have provided upon registration or as later modified through the customer portal. “Third Party Products” means software, services and products that belong to/are provided by a person / company / organisation other than Intrafeed AB. The “Services” means the service provided as is at the Website by Intrafeed AB under these Terms and as updated and modified from time to time by Intrafeed AB. “You” or “your” means you as a natural person of legal age to enter into this agreement with Intrafeed AB or the organization that you represent when creating a user account and accepting these Terms, as applicable. “Website” means intrafeed.com and other web applications that run Intrafeed collaboration software and hosted by us.

Your use of the Service

Subject to your fulfilment of your payment obligations hereunder, you are granted a restricted, non-exclusive and time limited right to use the Service in accordance with these Terms and Conditions. You must at all times maintain the equipment, software and communications services required to use the Service. You are further fully responsible for maintaining the security of your IT-environment, such as the operating environment, networks and applications. For the avoidance of doubt, we are not liable for the functionality of your hardware, software or any Third Party Product that you choose to integrate with the Service, whether permitted by us or not. You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your user account by using your password, whether such activities or actions are directly in relation to the Service or a third-party service integrated with the Service. You agree not to disclose your password to any third party. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. You may not use as a username the name of another person or organization or a name/word that is not lawfully available for use (e.g. someone else’s trade name or trade mark), or a word that is otherwise offensive, vulgar or obscene.

Availability and support

The Service is provided on an "AS IS" and "AS AVAILABLE" basis. Other than what is expressly set forth in these Terms, the Service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. Intrafeed AB will at all times use its best endeavors to ensure that the Service functions properly. If you have any support matters you are welcome to contact us at contact@intrafeed.com. However, Intrafeed AB, its subsidiaries, affiliates, and its licensors do not warrant that a) the Service will function uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components uploaded by users; or d) the results of using the Service will meet your requirements.

Billing

You may use the Service with a three types of subscriptions ("Subscription"): the "Basic Cloud" subscription, the "Business Cloud" subscription or the "Enterprise Cloud" subscription, when available. On all subscriptions, you will be charged at the beginning of the billing period in a recurring and periodic basis ("Billing Cycle"). You may choose to set Billing Cycles to either on a monthly, quarterly or annual basis. You will be automatically charged in the following Billing Cycle unless you have cancelled your Subscription before the final day of the previous Billing Cycle. Payments can be made online via the Service, or if offered in your region, you may receive electronic invoice which you pay manually. The invoice is payable within thirty (30) days. If payment is late or incomplete, Intrafeed AB is entitled to interest on overdue payment in accordance with the Swedish Interest Act (1975:635), a reasonable late payment charge and/or a debt collection fee according to applicable laws. We may in our sole discretion and at any time modify the Subscription fees for your Subscription. Any change in fee will become effective at the end of the then-current Billing Cycle. We will notify you minimum 30 days in advance of any changes in the applicable fees by using your Contact Details.

Content

The Service allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Content"). You are solely and exclusively responsible for the Content that you post to the Service, including its legality, reliability, and appropriateness. By posting Content to the Service, you have granted us a non-exclusive license to use, modify, perform, display, reproduce and distribute Content we find necessary for the sole purpose of providing a reliable, secure and performant service. You represent and warrant: (i) that the Content is yours (i.e. that all rights, including intellectual property rights, to the Content are vested in you) or that you have been granted the necessary rights to use it for the Service and to grant us the rights and licenses as provided for in these Terms, and (ii) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, intellectual property or ancillary rights, contract rights or any other rights of any person and that we will not be held liable in any way due to the posting of your Content at the Service.

Intellectual property rights

We and/or our licensor(s) holds all rights, including all intellectual property rights, related to the Service and any therein included software and source code, including but not limited to patents, copyrights, design rights and trademarks. Nothing in these Terms shall be interpreted as a transfer of such rights, or part thereof, to you. You may not remove or alter any proprietary markings of Intrafeed AB in the Service unless explicitly permitted by Intrafeed AB. Intrafeed AB agrees to indemnify you from any claims by a third party based on your use of the Service in Sweden infringing any such third party's intellectual property rights. Intrafeed AB's obligations in accordance with this section on intellectual property rights are subject to you only having used the Service in accordance with the conditions set forth in these Terms and not if such claim arises from your use of the Service in modified form or in combination with materials not furnished by the Service or any content, information or data provided by you or other third parties. Further, Intrafeed AB's obligation to indemnify under this section on intellectual property rights only applies provided that you: a) without undue delay notifies Intrafeed AB in writing of the claims brought against you; b) allows Intrafeed AB to control the defence and to solely decide in all related settlement negotiations; and c) acts in accordance with Intrafeed AB's instructions and cooperates with and assists Intrafeed AB to the extent reasonably requested by Intrafeed AB. Subject to the conditions under this section on intellectual property rights, Intrafeed AB shall, within the agreed limitation of liability, indemnify you for such damages, liabilities, costs or expenses awarded in a final judgment or settlement which has been approved in writing by Intrafeed AB. If it is finally determined that there is an infringement of a third party's intellectual property rights, Intrafeed AB shall at its own discretion: a) procure for you the right to continued use of the Service; b) modify the Service so that it does not infringe; c) replace the Service, or part thereof, with an equivalent service which does not infringe; or d) cancel your Subscription and repay the fees that you have paid for the Service without interest and with deduction of any reasonable benefit you might have had from the Service. With respect to Third Party Products, Intrafeed AB's liability for errors or intellectual property infringements is restricted to an obligation to report the fault/infringement to the relevant third party supplier immediately. Intrafeed AB shall implement any potential solution from the third party supplier, provided this can be done without negative interference with the Service. This section on intellectual property rights constitutes the entire obligation of Intrafeed AB towards you with respect to any infringement in a third party's intellectual property rights.

Links to other web sites

The Service may contain links to third-party web sites or services that are not owned or controlled by Intrafeed AB. Intrafeed AB is not liable for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Intrafeed AB shall not be liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.

Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material we will endeavor to provide at least 30 days’ notice prior to any new terms taking effect using your Contact Details. What constitutes a material change will be determined at our sole discretion. By continuing to access or use the Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you must stop using the Service.

Limitation of liability

Intrafeed AB is, with the limitations stated below, liable towards you for damages caused by our negligence, regardless of what legal ground you use for such claim. In no event shall Intrafeed AB, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits or business, data, use, goodwill, or other intangible losses, resulting from (i) your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third party on the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose. Intrafeed AB’s total and aggregate liability under the Terms is, for each calendar year and regardless of the number of damages, without prejudice to what is set out in the section on intellectual property rights above, limited to the fees paid by you during the 12 months period prior to the time the damage(s) occurred. If you use the Service under a Free Subscription Intrafeed AB’s aggregate liability, regardless of the number of damages, is limited to EUR 100.

Termination and suspension

The Service is provided on a subscription basis. You may however terminate the Agreement with immediate effect at any time through the administration page in the Service or by contacting our customer service team. We will not refund any Subscription fees unless we terminate the agreement with pursuant to sub-section c) below. In addition to any other available remedies, we may at our choice terminate or suspend your account immediately, without prior notice, liability or obligation to refund any Subscription fees if: a) you commit a material breach of these Terms or any policy of Intrafeed AB, as provided at the Website from time to time, or if we have reason to believe that you will do so; b) if you are declared insolvent, is subject of an application or order for bankruptcy or company reorganisation, suspends payments or otherwise can be presumed to be insolvent; or c) if a third party supplier or subcontractor terminates an agreement with us, an affiliate of us or a company within the same group as us and as a consequence it is not commercially reasonable for us to continue providing the Service. Upon termination, your right to use the Service will immediately cease without any further obligations of Intrafeed AB. While we will normally only do so due to your breach of these Terms or misuse of the Service, we may in our sole discretion decide to cancel or suspend your Subscription with thirty (30) days prior written notice.

Miscellaneous

The Terms forms the parties' entire understanding of all the questions related to the Service. All written or oral representations or warranties prior to your acceptance of these Terms are replaced by the Terms. The Agreement may not be assigned to a third party without the other party's prior written approval. Intrafeed AB is however entitled to assign the Agreement to a third party in connection with a transfer of Intrafeed AB’s business or a part thereof and to companies within the same group as Intrafeed AB. The Agreement is entered into in English unless Intrafeed AB offers otherwise. You undertake to save a copy of these Terms as well as any other documentation related to the Agreement. Intrafeed AB does not undertake to provide additional copies unless otherwise agreed. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding the Service, and supersede and replace any prior agreements we might have between us regarding the Service.

Governing law and disputes

These Terms shall be governed and construed in accordance with the laws of Sweden, without regard to its conflict of law provisions. Any dispute arising out of this Agreement shall be settled by Stockholm District Court in Sweden.