1.1 GWS Production AB, a company limited by shares incorporated in Sweden under company registration number 556776-4674 (“GWS”), with address at c/o Ideon Science Park, Scheelevägen 27, 223 63 Lund, Sweden (“GWS”) provides tools to keep individuals safe and healthy when travelling in unfamiliar surroundings. Through the innovative solutions and state of the art technology of its Safeture Pro App (the “Product”) GWS alerts and informs individuals on security threats and risk developments. The services are based on GWS’ patented mobile phone positioning technology and intelligence systems.
1.2 GWS has entered into a non- exclusive agreement (“Agreement”) with you (“you” or “Promotion Agent”) for the promotion of the Product on different media platforms.
1.3 For the avoidance of doubt it is noted that the Agreement is not an agency agreement and the Promotion Agent may not present itself as an agent or representative of GWS.
2. Trademarks and proprietary rights
2.1 The Promotion Agent acknowledges that GWS:
(a) is the owner of any trademarks that GWS uses for the Products from time to time, and nothing herein contained shall give the Promotion Agent any right in such trademarks except the right to use it in connection with the marketing of Products and always in accordance with directives given to it by GWS,
(b) shall retain full exclusive ownership to all personal data and any other information collected through the performance of its services, and
(c) is not by this Agreement granting any right or license whatsoever to the Promotion Agent to utilise any information, know-how, proprietary data or intellectual property rights which GWS may have or may secure in the future relating to the Product. The Promotion Agent will not use GWS’ name, any other similar name or any other trademark of GWS except as for the fulfilment of the Agreement.
The Promotion Agent shall be responsible for obtaining all permits and approvals which are necessary or advisable for the performance of its duties hereunder, including permits and approvals (if any) for the promotion of the Products.
4. Unauthorised warranties
The Promotion Agent shall make no warranty or representation, express or implied as to the quality of the Product, its application or the results to be obtained with it other than as specifically approved by GWS and shall indemnify and hold GWS harmless against any and all losses incurred in relation to any such warranty or representation not approved by GWS.
5.1 GWS shall pay the Promotion Agent a commission based on the net revenue (means the revenue excluding value added tax and less discount and surcharges such as insurance, handling, duties, taxes, bank charges, app store commission, third party licenses etc.) of all in-app sales to an end-user linked to the Promotion Agent for which GWS has been duly and fully paid.
5.2 All expenses and costs incurred by the Promotion Agent in fulfilling his obligations under this Agreement (including for invoicing) shall be deemed to be covered by the commission. Any taxes, duties, levies or charges imposed directly or indirectly by any taxing authority on or with respect to the compensation provided for in this Agreement shall be the sole responsibility of the Promotion Agent.
5.3 The right to compensation is lost if, and to the extent that it is established that the sale to an end-user is terminated or rescinded. Any compensation which the Promotion Agent has already received shall be refunded if the right to it is lost.
6. Payment terms
6.1 GWS shall pay an invoice issued to it in accordance with this agreement within 30 days of receiving the invoice.
6.2 If GWS fails to make any payment due to the Promotion Agent under this agreement by the due date for payment, then it shall pay interest on the overdue amount at the rate set out in the Swedish Interest Act.
6.3 In relation to payments disputed in good faith, interest under this clause is payable only after the dispute is resolved, on sums found or agreed to be due, in which case interest shall accrue from the original due date.
The Promotion Agent shall make no investments, which might be reimbursable under compulsory provisions of applicable law without GWS’ prior written consent.
8. Limitation of liability
IN NO CASE SHALL GWS, ITS DIRECTORS, OFFICERS, EMPLOYEES, AFFILIATES, CONTRACTORS, OR LICENSORS BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, OR CONSEQUENTIAL, EVEN IF ADVISED OF THEIR POSSIBILITY. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, GWS’S LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.
9. Term and termination
9.1 The Agreement enters into force on the day on which it has been signed by both parties and shall remain in force until terminated by either party giving 30 days written notice.
9.2 The Agreement may be terminated immediately upon written notice to the other party:
(a) in the event of a material breach of this Agreement by the other party where such breach is capable of cure and such breach remains uncured 10 days after notice of such breach;
(b) in the event of a material breach of this Agreement by the other party and such breach is not capable of cure; and
(c) if the other party should file in any court or agency, pursuant to any statue or regulation of any state or country, a petition for bankruptcy or insolvency or for reorganisation or for an appointment of a receiver or trustee.
9.3 Should a promolink be published in a way or together with content that, in the sole opinion of GWS, may harm the reputation of GWS, including, but not limited to, at inappropriate websites, for example racist or pornographic sites or sites that advocates illegal activities GWS may terminate this agreement forthwith.
10. Effect of termination
10.1 In the event of expiry of the term or termination of this Agreement, howsoever such termination occurs, the Promotion Agent shall:
(a) immediately stop using all Confidential Information (as defined below); and, at GWS’ option, either destroy or return to GWS all Confidential Information;
(b) immediately stop using trademarks or trade names which are the property of GWS;
(c) immediately remove all promolinks from all its webpages, platforms etc.; and
(d) have no claim against GWS for compensation for loss of agency rights, loss of profits, loss of goodwill or any similar loss, except to the extent provided for by applicable law.
10.2 Upon breach of clause 1 (a) – (c) above by the Promotion Agent, the Promotion Agent shall pay to GWS liquidated damages in the amount of EUR 10,000 for each week such breach subsists.
10.3 The right to commission will cease immediately upon termination of the Agreement, howsoever caused. GWS will, without undue delay after termination of the Agreement, furnish the Promotion Agent with a report stating the commission due and payable up until the termination date. Based on the report the Promotion Agent shall issue an invoice to GWS.
10.4 The expiration or termination of this Agreement for any reason shall be without prejudice to any right or obligation which shall have accrued or become due between GWS and the Promotion Agent prior to the date of expiration or termination.
10.5 Notwithstanding anything contained elsewhere in this Agreement, the provisions of Section 11 shall survive the expiry or termination of this Agreement howsoever caused, and shall continue thereafter in full force and effect.
11.1 The content of this Agreement shall at all times during and after the term of this Agreement be kept strictly confidential and not be disclosed to any third party without the prior written consent of the other party.
11.2 All information, whether oral or written or in visual, electronic or tangible form, regarding or otherwise relating to the Products, which has been disclosed or may be disclosed to the Promotion Agent or which the Promotion Agent has or may otherwise become aware of in connection with the preparation, negotiation, entry into or performance of this Agreement (“Confidential Information”), shall at all times during and after the term of this Agreement be kept strictly confidential by the Promotion Agent and not be used by it for any other purpose than the purpose contemplated by this Agreement nor be disclosed by it to any third party without the prior written consent of GWS.
11.3 The restrictions in Section 11.1 and Section 11.2 shall not apply to Confidential Information that:
(a) was at the time of its disclosure or which becomes thereafter generally available to the public otherwise than as a consequence of a breach by this Agreement;
(b) was already known to the Promotion Agent or otherwise in its possession prior to the time of its disclosure;
(c) was obtained by the Promotion Agent in good faith without restriction from a third party; or
(d) the Promotion Agent is required to disclose by law or any governmental or other regulatory authority or by any applicable contract or regulations of any applicable stock exchange or other market place.
12.1 Changes and additions to this Agreement, including to this Section 1, must be in writing and duly executed by the parties.
12.2 A party’s waiver of any of its rights or remedies under this Agreement must be in writing and duly executed by it. No single or partial waiver of any such right or remedy shall preclude any other or further exercise of that or any other such right or remedy.
12.3 The Promotion Agent may not assign or transfer any part of its rights or obligations under this Agreement or any benefit arising under or out of this Agreement without the prior written consent of GWS.
12.4 This Agreement contains the entire agreement between the parties with respect to the subject matter of this Agreement, and supersedes all previous and contemporaneous negotiations and understandings between the parties in relation thereto, whether written or oral.
13. Governing law and disputes
13.1 This Agreement (including the arbitration provision in Section 2 below) shall be governed by and construed in accordance with the laws of Sweden, excluding its conflict of laws principles providing for the application of the laws of any other jurisdiction.
13.2 Any dispute, controversy or claim arising out of or in connection with this Agreement, 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 Malmö, Sweden. The language to be used in the arbitration proceedings shall be English.
13.3 All arbitral proceedings conducted pursuant to Section 2 above, all information disclosed and all documents submitted or issued by or on behalf of any of the disputing parties or the arbitrators in any such proceedings as well as all decisions and awards made or declared in the course of any such proceedings shall be kept strictly confidential and may not be used for any other purpose than these proceedings nor be disclosed to any third party without the prior written consent of the party to which the information relates or, as regards to a decision or award, the prior written consent of all the other disputing parties.