These Terms of Service (the “Terms”) which govern the use of our Services (as defined below) have been entered into between Kairos Future through digital platform subsidiary Innovation & Collaboration AB (“I&C”, “we”, “us” or “our”), Swedish registration number 556702-7692, a company incorporated under the laws of Sweden with its registered office at Västra Järnvägsgatan 3, 111 64, Stockholm, Sweden, and the you as a free customer (“Customer” or “you”).
1.1 The following words and phrases shall, in this Agreement, have the meaning assigned below: the “Site” refers to the domain and sub-domains of TrensScan on ts.cotunity.com. “Co:tunity” refers to our company (I&C); our Site; our Service; or a combination of all or some of them, depending on the context in which the word is used. the “Service” refers to any of the services that we provide, including, but not limited to, our platform for innovation, idea management and trend scanning. “User” refers to any authorized user of the Service who is a representative of the Customer. “User Account” refers to the personal password protected account used to identify specific Users of the Service. “Subscription” refers to the Customer’s right to use the Service, and the individual conditions that apply for such Customer. “Content” refers to all texts, graphics, videos, pictures and all other information that the Customer, as well as its Users, uploads, publishes or in other ways makes available for others at or via the Service. “Original Content” refers to original content of the Service, such as code, texts, graphics, videos, pictures and all other information provided by Co:tunity. “Custom mobile app” refers a customer specific downloadable app for mobile devices, such as iPhone and Android. “Security Assessment” refers to performed application security audits and adaptions according to requirements in Application Security Verification Standards. “Subscription period” refers starts from acceptance of Order Document and continues in force until terminated by the Customer. “Third Party Sites” refers to any site not provided by Co:tunity.
2 THE SCOPE OF THE SERVICE
2.1 The Service is a platform for innovation, idea management, trend scanning, surveys and focus groups offered as a SaaS service. The Service is available through the site az.cotunity.com, tailored sites, or mobile apps. The Service allows users to generate, share, aggregate, analyze, and develop insights, trends, ideas and concepts.
2.2 The Customer has chosen to activate the Free version of TrendScan (ts.cotunity.com) product.
2.3 Co:tunity is provided as a Software As a Service-solution (SaaS) and local installation is not necessary for using the Service. However, it requires the latest versions of browsers Internet Explorer, Microsoft Edge, Firefox, Chrome or Safari for optimal functionality. Co:tunity owns the right to discontinue support for older versions of browsers when updating Co:tunity.
2.4 The Customer is granted a non-exclusive and non-transferable Subscription to use the Service. The Subscription may consequently only be used for the specific Customer’s internal purposes and may not be resold.
2.5 The Customer shall use the Site and the Service in accordance with the Agreement, instructions from Co:tunity as well as in accordance with applicable law, rules and regulations. You shall furthermore ensure that each of your designated Users accept and comply with the Agreement.
2.6 You are responsible for obtaining and maintaining all hardware, software, communications equipment and network infrastructures required to access and use the Site and the Service, as well as paying all third-party fees and access charges incurred while using the Service.
3 USER ACCOUNTS
3.1 The Customer is solely responsible and liable for all access to and all actions and activities conducted under any of the Customer’s designated User Accounts, as well as the Customer’s designated Users’ use of the Service. The Customer undertakes to immediately inform Co:tunity of any unauthorized use of your User Accounts.
3.2 Co:tunity reserves the right to suspend any User or terminate any User Account if activities occur which constitutes or may constitute a violation of the Agreement, our instructions or of any applicable local or international law, rule or regulation. Each User may however cancel their own User Account at any given time, without regard to any period of notice.
4 USER DATA
4.1 Users data (which shall also be known and treated by Co:tunity as Confidential Information) is and shall remain the sole and exclusive property of the User. This Section shall survive the termination of this Agreement.
4.2 Co:tunity is provided a limited license to Users Data for the sole and exclusive purpose of providing the Services, including a license to collect, process, store, generate, and display Users Data only to the extent necessary in the providing of the Services and keep and maintain Users Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Agreement and applicable law to avoid unauthorized access, use, disclosure, or loss. This Section shall survive the termination of this Agreement.
4.3 Co:tunity shall, within four (4) business day of Users request, provide User, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to Co:tunity), an extract of the User Data in the format specified by User.
4.4 As a part of the Services, Co:tunity is responsible for maintaining a backup of User Data and for an orderly and timely recovery of such data in the event that the Services may be interrupted.
4.5 In the event of any act, error or omission, negligence, misconduct, or breach that compromises or is suspected to compromise the security, confidentiality, or integrity of User Data or the physical, technical, administrative, or organizational safeguards put in place by Co:tunity that relate to the protection of the security, confidentiality, or integrity of User Data, Co:tunity shall, notify User as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence and cooperate with User in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by User.
5 PAYMENT & FEES
5.1 The TrendScan Free edition is, of course, free of charge. However, if the customer wishes to upgrade to take benefit of the premium functionality, that price will be indicated in a Order Document.
5.2 By registering for a Co:tunity Subscription, the Subscription and payment to Co:tunity will automatically renew at the end of the Subscription period, unless the agreement is cancelled by contacting an account representative before the end of the current subscription period.
5.3 Co:tunity may index prices for Subscriptions once a year according to the labour cost index for private sector services, AKI, published by Statistics Sweden (Statistiska Centralbyrån, SCB).
5.4 The fees are exclusive of VAT and any other applicable sales or use taxes or duties. VAT will be added in accordance with applicable laws and regulations. Co:tunity accepts payments by invoice, and payments shall be made within sixty (60) days from the invoice date.
5.5 Interest on overdue payment shall accrue according to the Swedish Interest Act (Sw. räntelag (1975:635)), and collection fees will be charged when applicable. Co:tunity shall, in addition to other remedies, be entitled to suspend or terminate the Customer’s and its Users’ access to the Service, until payment is made.
6 DURATION AND CANCELLATION
6.1 Failure of payment is not considered a cancellation of a subscription or a termination of the Agreement.
6.2 Users can cancel their accounts at any time by contacting a Co:tunity Account Representative. Cancelling the service means that you will not be billed at your next billing date, if the cancellation occurs no later than thirty (30) days before the beginning of the next period. No refund will be given if the service is cancelled within a partial period of the User’s current subscription period.
6.3 If the Customer terminates the Agreement in advance, there will be no refund of payment for the ongoing Agreement period, however, the Customer's access to the Service during the time left of the subscription will remain.
7 PROHIBITED USE OF THE SERVICE
7.1 The Customer shall use the Service for lawful purposes only. The Customer agrees not to use the Service for posting, transmitting or otherwise distributing illegal material.
7.2 The Customer agrees to, within the scope of the Service and in relation to Co:tunity, not defame, abuse, harass, threaten or otherwise violate the legal rights of others, including Co:tunity; not publish, post or in any other way express any topic, material or information that is inappropriate, defamatory, infringing, obscene, pornographic, racist, terrorist, or unlawful; not contribute to destructive activities such as dissemination of viruses, spam or any other activity that might harm Co:tunity, the Service or the Users in any way; and not use programming codes or commands when communicating in the Service.
8.1 The Service includes functions for uploading, posting, linking, communicating and otherwise making Content available for others, for example through posting of ideas or trends. The Customer is always responsible for the Content uploaded or otherwise made available by its designated Users.
8.2 By uploading Content to the Service, the Customer warrants that it is either the owner of the Content or that it holds a valid permission to such Content from the appropriate rights holder and that the Content, or the Customer’s use thereof, is in no way a violation of any national or international legislation.
8.3 Co:tunity makes no representation or warranty as to the accuracy, timeliness, quality, completeness, suitability or reliability of any information or data accessed on or through the Service. No information obtained from Co:tunity or the Service shall create any warranty if not expressly stated in the Agreement. Co:tunity does not examine or take any responsibility regarding the validity of information provided by Customers and their Users.
9 USER INFORMATION
9.1 User Information and Content related to a User submitted in the User interface (such as User comments, generated ideas, tags, reports et cetera) will only be visible to the Customer who submitted the Information (and its designated Users) and will not be shared with third parties.
10 PERSONAL DATA
10.1 Co:tunity will process personal data regarding Users on the Customer’s behalf. Hence, the Customer is considered the data controller whereas Co:tunity is the Customer’s data processor. The Customer’s instructions, if any, are therefore applicable to the processing of personal data executed by Co:tunity on the Customer’s behalf, in the extent such have been announced to and accepted by Co:tunity.
10.2 Co:tunity and the Customer will enter into a separate Data Processing Agreement. 10.3 For the sake of clarity, Co:tunity may also process data regarding User on its own behalf or on behalf of other customers of the Service.
11 INTELLECTUAL PROPERTY
11.1 Your access to The Service provided by I&C is subscribed and not sold. Upon your registration for a Co:tunity Account, Co:tunity grants you a revocable, non-exclusive, non-transferable right to access and use of the service. All content originating from I&C that is made available to view and/or download in connection with use of the Service is owned and is the copyrighted work of Co:tunity.
11.2 Except for the limited subscriptions expressly granted herein, Co:tunity reserves all right, title and interest in and to the Service and all processing, analytics, and other software and technology used by Co:tunity in the provision of the Service. All content on the site and the service (including text, graphics, logos, images) is the exclusive property of Co:tunity and is protected by international copyright laws. You may not systematically retrieve data or content from the Site or the Service to create or compile, directly or indirectly, in single or multiple downloads, a collection, compilation or di-rectory whether by manual methods or using automated systems such as bots or crawlers or otherwise.
11.3 Furthermore, you must not (i) attempt to reverse engineer, or compromise any aspect of the Co:tunity technology (ii) use, reproduce, modify or create derivative works of the Co:tunity technology (iii) use, post, transmit or introduce any device, software or routine which interferes or attempts to interfere with the operation of the Service (iiii) reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purpose, any portion or use of, or access to, the Service.
11.4 Ideas, images, trends and all other types of content that a Co:tunity Customer submits into the platform remain the property of the Customer and will not be sold, distributed, or made available to other parties by I&C. Con-tent can be accessed for support purposes unless otherwise agreed through a separate agreement between I&C and the Customer.
11.5 The Site, the Service or any portion thereof may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any purpose inconsistent with the limited rights granted to the Customer under the Agreement.
12 THIRD PARTY SERVICES
12.1 Co:tunity assumes no responsibility for the content, advertising, goods or services, privacy policies or other practices of any Third Party Site that may be reached by links presented in the Service. The Customer and its Users are responsible for evaluating whether to access or use a Third-Party Site or to be bound by any applicable terms found therein. Furthermore, the Customer agrees that Co:tunity is not responsible or 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 Third Party Site.
13.1 Co:tunity gives the Customer a tool to collect ideas and trends and other types of content. Before publicly displaying or distributing any collected content, the Customer confirms that it has the right to reproduce and display collected content. I&C can at no point be held responsible for any copyright infringements caused by such collection.
13.2 The Customer is solely responsible for the information aggregated, published or distributed using Co:tunity. Co:tunity cannot and does not screen content curated or provided by the Customer through Co:tunity. Notwithstanding, Co:tunity reserves the right to monitor content and remove content, which Co:tunity determines to be harmful, offensive or otherwise in violation of this Agreement. The customer warrants and agrees that it will not use Co:tunity in a manner that (i) infringes the intellectual property rights or proprietary rights of any third party (ii) violates any law or regulation (iii) is known to be harmful, threatening, abusive, harassing, tortious, vulgar, obscene or pornographic (iv) adversely affect or reflects negatively on Co:tunity’s goodwill, name or reputation or causes discomfort to Co:tunity or anyone else.
13.3 Customer shall compensate Co:tunity with respect to all direct and indirect liabilities, losses, damages, costs or expenses caused, arising out of, or in connection with (i) the Customer’s negligence, (ii) the Customer’s breach of the Agreement, or (iii) the Customer’s misuse of the Service.
13.4 The Customer has no further rights to compensation, other than what is stated in this clause or 13a separate Service Level Agreement.
14 LIMITATION OF LIABILITY
14.1 Co:tunity guarantees uptime of its services and Maintenance Packages according to Service Level Agreements.
14.2 Co:tunity does not guarantee uninterrupted, secure or error-free operation of the Service. The Service is provided “as is” without warranties of any kind, whether expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. Co:tunity is not responsible for neither technical, hardware or software malfunctions, nor lost or unavailable network connections, downtime or disconnections from User Accounts.
14.3 Co:tunity frequently conduct Security Assessments according to the requirements of Application Security Verification Standard to verify that authentication & authorization controls are implemented properly in the application, inspect business logic at the design and implementation levels, detect security vulnerabilities at the application level, review the security practices used in configuration of the databases, application servers, and other application-supporting components, modules, or integrated third party components and provide mitigating controls for secured design, implementation and configuration of the product, and should as long as this is verified not be responsible for any damage, loss, or injury resulting from hacking, tampering, or other unauthorized access or use of the Service or User Accounts.
14.4 To the maximum extent permitted by applicable law, Co:tunity shall in no event be liable for any indirect, incidental, special, consequential or exemplary damages, however, caused and under any theory of liability arising out of or in connection with the Agreement. This shall include, but not be limited to, any loss of; profit, goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible losses.
14.5 If Co:tunity is found to be liable to the Customer for any damage or loss which arise out of or is in any way connected to the use of the Service, Co:tunity’s liability shall in no event exceed an amount corresponding to the latest twelve (12) months’ worth of Service fees paid to Co:tunity by the Customer. Such claims must be presented to Co:tunity in writing within fifteen (15) days from when such damage or loss was, or should reasonably have been, discovered.
15.1 Any issues, concerns, or questions should be directed to Co:tunity via email to firstname.lastname@example.org unless it has been specified otherwise in separate SLA agreements.
16 BREACH OF THE AGREEMENT
16.1 Should the Customer, or any of its designated Users, use the Service in violation with the Agreement, Co:tunity shall have the right to: i) delete any Content produced by the Customer, ii) terminate the Agreement, and iii) receive a reasonable compensation for its losses connected to the Customer's violation.
16.2 Co:tunity reserves the right to directly limit the use of or access to the Service and to block, restrict or delete any Content at any time, for any reason and without liability, if such use, access or Content constitutes or may constitute i) a violation of the Agreement in general or of any applicable local or international laws, rules or regulations, or ii) a risk of harming Co:tunity’s trademarks, goodwill or reputation.
17 CHANGES TO & ASSIGNMENT OF THE AGREEMENT
17.1 Any Order Document may only be amended in writing signed by an authorized representative of both parties.
17.2 Neither this Agreement nor any obligation or right hereunder may be assigned or transferred by either party without the prior written consent of the other, provided, however, that either party may assign this Agreement in whole without the other party’s prior consent to a successor in connection with a merger, acquisition or sale of all or substantially all of its assets to which this Agreement relates, on condition that such successor agrees in writing to comply with all terms and conditions of this Agreement.
18 FORCE MAJEURE
18.1 The parties shall be relieved from any liability for any delay or failure to perform any obligation under this Agreement during such period and to the extent that the due performance thereof by either of the parties is prevented by reason of any circumstance beyond the reasonable control of the party (“force majeure”), such as war, warlike hostilities, labour disturbances, burglary, fire, flood, lightning strikes, changing government regulations, government intervention and errors or delays in services from suppliers and other circumstances of similar importance.
18.2 The party desiring to invoke an event of force majeure shall immediately provide the other party with a written notice.
18.3 If the performance of the Agreement is severely hindered for a longer period than three (3) months due to a force majeure event, either party shall be entitled to terminate the Agreement with immediate effect. Upon termination due to a force majeure event, each party shall bear its own costs incurred by the termination.
19 GOVERNING LAW AND DISPUTE RESOLUTION
19.1 The Agreement shall be construed in accordance with and governed by, Swedish law.
19.2 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 in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall consist of a sole arbitrator.