Terms of Service
29 May 2020
These Terms of Service, together with the Subscription Agreement and Purchase Order Form (the “Subscription Agreement” and collectively the “Agreement”), constitute a legal agreement between Safeture AB, company reg. no. 556776-4674, with address Ideon Gateway, Scheelevägen 27, 223 63 Lund, Sweden, (“Safeture”, “we”, “us” or “our”), and a corporation or other legal entity, (the “Customer”), or a you as a user, (the “End User”), (both referred to as “you” if applicable to both), governing the access to the Safeture Ser-vices, Safeture applications, (the “App”), and Safeture platforms, (the “Platform”), (jointly referred to as the “Safeture Services”), or any third party app or services provided to you in which the Safeture Services have been incorporated or form an integral part of. The content and functionality of the Safeture Services are described at www.safeture.com.
Safeture and the Customer or End User are each referred to as a “Party”, and jointly referred to as the “Parties”.
You must agree to these Terms of Service before you can use the Safeture Services. By entering into a Subscription Agreement, clicking a box that indicates that you agree to the Safeture Services, or otherwise using the Safeture Services, you agree to be bound by these Terms of Service as of that date (the “Effective Date”).
If you are an appointed representative of the Customer you will, by entering into a Subscription Agreement or by using the Safeture Services, also legally bind the Customer you represent to the terms and conditions stated herein. This will apply irrespective of whether you have entered into an agreement directly with Safeture or if you have entered into an agreement with a partner to Safeture.
The terms and conditions of these Terms of Service shall apply between you and Safeture. In case of conflict between what is stated in a Subscription Agreement and this Agreement, the Subscription Agreement shall prevail.
1. Customer subscriptions
1.1 The Safeture Services
1.1.1 The Safeture Services available for the Customer is subject to the Subscription Agreement.
1.1.2 The subscription allows the Customer to:
(a) offer its employees, agents and other permitted individuals, (i.e. End Users), to activate and gain access to the Safeture Services; and
(b) select individuals, (the “Super Users”), to access to End User personal data and additional functions and content restricted to Super Users.
1.1.3 A requirement for access is that:
(a) the Customer and Safeture have a valid Agreement; and
(b) the Customer, Super Users and End Users accept the Terms of Service.
1.1.4 The Safeture Services are provided as subscriptions and may be accessed by no more than the maximum number of users specified in the Subscription Agreement.
1.2 Personal data and the Safeture Services
1.2.1 Within the scope of the Safeture Services, Safeture may process Personal Data (as defined in Section 2, Data processing agreement, of this Agreement) on the Customer’s behalf. Safeture undertakes to only process such Personal Data in accordance with the Safeture data processing agreement, see Section 2.
1.2.3 The Customer acknowledges that data privacy provisions may differ between jurisdictions and that data privacy provisions may apply differently when the End User is an employee to the Customer. Notwithstanding anything to the contrary in the Agreement, Safeture assumes no responsibility or liability in relation to the lawfulness of the information in Section 4 when applied by the Customer in relation to Customer End Users. The Customer agrees that, in its role as data controller, it is solely responsible for the information obligation under the GDPR and for the lawful processing of the Personal Data of its End Users.
1.3 Fees and payment
1.3.1 All fees and charges are charged in accordance with the Subscription Agreement.
1.3.2 The fixed subscription fees are due yearly in advance and usage-based fees are due quarterly in arrears. Subscription fees are based on the agreed Safeture Services and the maximum number of End Users allowed to access and use the Safeture Services. The Customer shall pay all fees specified in this Agreement. Except as otherwise specified herein, (i) subscription fees are based on services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) the number of subscriptions purchased cannot be decreased during the relevant subscription term stated in this Agreement. Subscription fees are based on periods that begin on the subscription start date; therefore, fees for subscriptions added in the middle of a year will be charged for the remaining part of the year and prorated on the following invoice. Customer shall, unless included in the subscription fee, pay SMS fees for added services that use SMS communication initiated or sent by Super User. SMS communication sent by Safeture without request from Super User is included in the fixed subscription fee.
1.3.3 Additional End User subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions thereunder and prorated in accordance with the above. The added End User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated End Users only and cannot be shared or used by more than one (1) End User but may be reassigned to new End Users replacing former End Users who no longer require ongoing use of the Safeture Services.
1.3.4 Unless otherwise stated in this Agreement, invoiced charges are due net 30 days from the invoice date. The Customer is responsible for providing complete and accurate billing and contact information to Safeture and notifying Safeture of any changes to such information. All prices are excluding VAT.
1.3.5 If any amount owing by the Customer under this or any other agreement for the Safeture Services is thirty (30) or more days overdue, Safeture may, without limiting its other rights and remedies, suspend the Safeture Services to the Customer until such amounts are paid in full. Safeture will give the Customer at least seven (7) days’ prior notice that the Customer’s account is overdue before suspending the Safeture Services for the Customer.
1.3.6 Unless otherwise stated, Safeture’s prices and fees do not include VAT. Safeture has, once per year, the right to adjust the fees based on the latest available Euro-pean Union Inflation Index (HICP) at the time of invoice compared to the Subscription Start Date, plus an additional two (2) % per year. The first adjustment may take place on the first anniversary of the Subscription End Date of this Agreement.
1.4 Term and termination
1.4.1 The subscription, and this Agreement, commences on the Subscription Start Date (as defined in the Subscription Agreement). The initial term is the period stated above as Subscription Start Date and Subscription End Date. The Agreement shall be renewed automatically for twelve (12) months on each anniversary of the Subscription End Date unless this Agreement is terminated:
(a) by either Party giving at least three (3) months written notice to the other Party, such notice to expire at the end of the then-current period; or
(b) by Safeture giving at least three (3) months written notice in the event that it is to cease providing the Safeture Services.
1.4.2 A Party may terminate this Agreement for cause:
(a) upon thirty (30) days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period; or
(b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
1.4.3 Upon any termination for cause by the Customer, Safeture shall refund the Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Safeture, Customer shall pay any unpaid fees covering the remainder of the term of all subscribed Services after the effective date of termination. In no event shall any termination relieve the Customer of the obligation to pay any fees payable to Safeture for the period prior to the effective date of termination.
The Customer hereby grants to Safeture the right to use the Customer’s company logo in marketing, sales, financial, and public relations materials and other communications solely to identify the Customer as a Safeture customer. Safeture shall have the right but no obligation to issue press releases regarding the Agreement and the Customer to the extent required under regulations of any applicable stock exchange.
2. Data processing agreement
2.1.1 This data processing agreement, (the “DPA”), forms an integral part of the Agreement. Terms not defined in this DPA shall have the meaning ascribed to them elsewhere in the Agreement.
2.1.2 Safeture has undertaken, or will undertake, to perform the Safeture Services for the Customer of the nature and scope and on the terms set forth in this Agreement or any other separate agreement between the Parties. Within the scope of the Safeture Services, Safeture will process personal data on behalf of the Customer.
2.1.3 If you (as a Customer) have gained access to the Safeture Services under an agreement with a partner to Safeture, you also acknowledge and agree that this data processing agreement shall govern the relationship between you and the partner (however, that the rights and obligations of Safeture under the DPA shall instead be the rights and obligations of the partner). If you and the partner have entered into a separate data processing agreement covering the Safeture Services, that agreement shall apply instead of the DPA.
2.1.4 In light of the above, the Parties have reached the following DPA.
2.2 Relationship between the DPA and other agreements between the Parties
2.2.1 In the event that the provisions of this DPA are contradictory to the other provisions of this Agreement or any other agreement between the Parties, the provisions of this DPA shall prevail. However, the foregoing does not apply to provisions of a subsequent agreement that expressly supersede the provisions of this DPA.
2.3 Processing of personal data
2.3.1 In the context of the performance of the Safeture Services, Safeture may receive personal data, as defined in article 4.1 of the general data protection regulation (EU 2016/679), (the “GDPR”), processed for purposes determined by the Customer, (the “Personal Data”). The Customer is the data controller of the Personal Data in accordance with the personal data protection laws applicable from time to time, as well as any other applicable law, regulation or equivalent ordinance.
2.3.2 Safeture undertakes to only process the Personal Data in accordance with the terms of the DPA or other written agreement between the Parties, and only in accordance with the Customer’s instructions, Section 2.5, as well as with the from time to time applicable data protection legislation and any other applicable law, regulation or equivalent ordinance. The Customer is responsible for ensuring that the Safeture does not process any other categories of Personal Data than those listed in Section 2.5, and in accordance with the scope stated therein. In case of changes in the documented instructions by the Customer, Safeture is entitled to reasonable compensation.
2.3.3 In case Safeture lacks the instructions that the Customer considers necessary to perform the tasks that Safeture has acquired from the Customer within the scope of the Safeture Services, Safeture shall, without delay, notify the Customer of its position and await such instructions that Safeture deems necessary.
2.3.4 Access to the Personal Data shall, within Safeture’s organization, be limited to those who require it for the performance of the Safeture Services and who are obligated to observe secrecy by agreement or by law. Safeture shall take appropriate technical and organizational measures to protect the Personal Data. Such measures shall provide a level of security that is appropriate with regard to the available technology and the cost of the measures, taking into account whether there are any specific risks involved with the processing and the level of sensitivity of the Personal Data. Such measures include
a) the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services;
b) the ability to restore the availability of and access to the Personal Data in a timely manner in the event of a physical or technical incident;
c) the pseudonymisation and encryption of the Personal Data when the processing so requires under the applicable law;
d) a process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing, when required under the applicable law;
e) keeping and updating logs of the Personal Data, the maintenance of a secure IT environment, and establishment and maintenance of physical security measures and procedures; and
f) ensuring procedures to immediately notify the Customer of any completed unauthorized access to the data provided by the Customer (including destruction or alteration of the Personal Data).
2.3.5 Safeture undertakes to, at all times, ensure that relevant personnel complies with this DPA and the Customer instructions, and to ensure that they are kept informed regarding the from time to time applicable data protection legislation.
2.3.6 Safeture shall, through suitable technical and organizational measures and to the degree it is possible in relation to the nature of the processing, assist the Customer in order for the Customer to be able to fulfil its obligation to respond to requests from the individual data subjects in accordance with the applicable law or regulation. Safeture shall also in all other aspects assist the Customer in fulfilling its obligations, taking into account the type of processing and the information available to Safeture, regarding
(a) security in connection to the processing;
(b) notification of any personal data breach to the supervisory authority;
(c) communication to the data subject of a personal data breach; and
(d) data protection impact assessment and prior consultation;
to the extent that the obligations in (a)-(d) above are required according to the applicable law or regulation. Safeture shall be entitled to reasonable compensation for its assistance in accordance with this Section 2.3.6.
2.3.7 Safeture undertakes to maintain a written record of the processing of Personal Data including the content stated in article 30.2 of the GDPR. Upon request, the records shall be provided to the Customer.
2.3.8 If, contrary to the GDPR, the Customer does not inform the individual data subject of a personal data breach and the supervisory authority orders Safeture to rectify the deficiency, the Customer shall compensate the costs of Safeture to ad-here to the order of supervisory authority.
2.3.9 Safeture has the right to appoint another processor (a so-called sub-processor) for the processing of the Personal Data. Safeture shall inform the Customer that Safeture intends to appoint another or replace a sub-processor at least 10 working days before such an appointment or replacement takes place. Safeture may notify the Customer of new sub-processors by updating a list available on Safeture’s web-site. If the Customer objects to the appointment of such sub-processor that the Customer has been informed of according to this Section 2.3.9 before the appointment, Safeture cannot appoint the sub-processor for the processing of the Personal Data, provided that the Customer had a justifiable reason for its objection. The term “justifiable reason” as referred to in this Section refers to circumstances on behalf of the sub-processor that, to a considerable degree affects, or likely will affect, the protection of the personal integrity of the individual data subject, for example if the new sub-processor does not fulfil the requirements on personal data processors in the GDPR or any other relevant privacy legislation. If Safeture engages such sub-processor, Safeture shall ensure that the data processor by agreement undertakes the same data privacy obligations as arising out of this DPA. Safeture is fully responsible towards the Customer for such undertakings of the sub-processor.
2.3.10 Unless otherwise agreed upon in writing between the Parties, Safeture has the right to transfer personal data outside the EU/EEA. Safeture undertakes to only transfer or process personal data outside the EU/EEA when such transfer or processing is lawful under article 45-47 of the GDPR.
2.3.11 The Customer has the right to information and the right to audit the performance of Safeture’s obligations under the DPA. Safeture shall allow and contribute to such audits, including inspections, carried out by the Customer or an auditor engaged by the Customer. If the Customer wishes to carry out an inspection, the Customer shall inform Safeture of such inspection within reasonable time before the inspection and at the same time specify the content and scope of the inspection. Safeture has right to compensation of its reasonable costs in relation to such an inspection or other audit. Unless otherwise agreed upon in writing, the inspection can only be performed if an audit according to the GDPR cannot be fulfilled through the provision of information by Safeture.
2.3.12 An inspection according to Section 2.3.11 requires that the Customer, or an auditor appointed by the Customer, has agreed upon necessary confidentiality obligations and adheres to the safety regulations on the place of inspection. It also requires that the inspection is performed without the risk of disrupting the business operations of Safeture or the protection of the information of other controllers
and personal data. Information that is gathered as part of an audit, including inspections, shall be deleted after the audit is completed or when it is not necessary for the purpose of the audit. 2.3.13 Safeture shall immediately inform the Customer if Safeture believes that an instruction is contrary to applicable law, regulation or equivalent ordinance. Safeture shall be prepared to comply with decisions made by the Swedish Data Protection Authority on measures to comply with the safety requirements of applicable law.
2.3.14 Safeture shall without delay notify the Customer regarding any contact with a competent supervisory authority that concerns, or could be of importance for, Safeture’s processing of Personal Data. Safeture does not have the right to represent the Customer or act on its behalf in relation to the supervisory authority.
2.3.15 Upon discontinuation of Safeture’s processing of the Personal Data (e.g. due to the Customer giving instructions that the processing should be discontinued or that the DPA is terminated in accordance with Section 2.4.1 below), Safeture shall return, delete, or anonymize all data containing personal data covered by this DPA and all media on which such data is stored. Safeture shall also delete or anonymize existing copies of all such data, e.g. from backup systems, unless Safeture has a legal obligation to retain the Personal Data under union or member state law. For clarity, no inadvertent failure of Safeture to return, anonymize or destroy any par-ticular copy constitutes a breach under this section, so long as Safeture uses commercially reasonable and industry standard measures to limit and destroy such copies, and, upon becoming aware of the existence of such copy, destroys it pursuant to this section.
2.4.1 This DPA shall enter into force on the Effective Date (as defined in the introduction of this Agreement). The DPA shall terminate simultaneously with the Agreement, however, at the earliest when Safeture has ceased all processing of the Personal Data.
2.4.2 Safeture has no right to transfer its rights or obligations under this DPA, in whole or in part, without the Customer’s prior written consent.
2.4.3 If applicable data protection legislation change during the period of this DPA, or if a competent supervisory authority issues guidelines, decisions or rules regarding the application of the applicable data protection legislation, that results in this DPA to no longer meet the requirements provided for data processing agreements, or if the agreement or agreements that regulate the Safeture Services change, this DPA shall change to accommodate such new or additional requirements and/or changes. Any such change shall enter into force on the day that the Customer states, but not earlier than five days after notice of such change was sent to Safeture. Safeture has right to compensation for its reasonable costs incurred by such a change of this DPA.
2.4.4 In addition to what is applicable under the Agreement, for the period of this DPA and thereafter, Safeture undertakes not to disclose the Personal Data to any third party other than as permitted by this DPA. The Personal Data may only be disclosed to such employees of Safeture for which the Personal Data is necessary to perform their tasks, to a competent supervisory authority, or otherwise when dis-closure of the Personal Data is required by law. It is the responsibility of Safeture to ensure that employees that are likely to come in contact with the Personal Data have undertaken to keep the Personal Data confidential to the same extent as Safeture is required under this DPA.
2.4.5 This DPA shall be governed by and construed in accordance with Swedish law. Disputes concerning the interpretation or application of this DPA shall be settled in accordance with the Agreement.
2.4.6 Safeture will collect, retain, use and process Personal Data only in Safeture’s capacity as a service provider to Customer and End Users and only in accordance with the Customer’s instructions; will not collect, retain, use or process Personal Data outside the business relationship of such parties; and will not collect, retain, use or process Personal Data exceptfor the purpose of providing the Safeture Ser-vices, and for no other commercial purpose, except as required or permitted by law.
2.5 Customer’s instructions
Below are the instructions of the Customer, as stated in Section 2.3.2 of the DPA. Instructions given at a later date which makes reference to the DPA replace the ones provided below.
3.1.1 If a Customer has acquired access to the Safeture Services and intends to enable its employees, agents, directors or similar End Users to use the Safeture Services, Safeture will provide the Safeture Services to the Customer who in turn will provide access to the Safeture Services to its End Users. The Customer shall be fully responsible under this Agreement for the acts and omissions of End Users affiliated to the Customer.
3.1.2 Please note that, depending on your location, some of the terms in this Agreement may not apply to you. Safeture will always provide the Safeture Services and the App in accordance with the legal requirements applicable to you. If there is a conflict between any terms in this Agreement and any legal requirements applicable to you in your jurisdiction, such legal requirements will prevail.
3.1.3 When a Customer has acquired access to the Safeture Services through a partner to Safeture, and that partner has granted the Customer rights exceeding the rights stated in this Agreement, the Customer and End User acknowledges and accepts that such rights cannot be claimed or enforced against Safeture and that Safeture has no liability for any damage or loss arising from those rights.
3.2.1 If you use the Safeture Services as a service provided by your employer, Safeture provides the Safeture Services to your employer who in turn provides access to the Safeture Services to you.
3.2.2 Safeture is constantly changing and improving the Safeture Services and the App. Safeture may add or remove functionalities or features, and may suspend or stop the Safeture Services and/or the App altogether.
3.3 Intellectual Property Rights
3.3.1 Safeture or its licensors own all Intellectual Property Rights (as defined in Section 3.3.2 below) and all other rights (whether or not capable of registration) relating to Safeture’s business including the Safeture Services, the Platform, the App and its content (save for content provided by a Safeture partner or Customer), trade-marks, domain names and any other materials, documentation or services made available to you or otherwise offered by Safeture. The information is protected by law, including Swedish and foreign intellectual property law and market law. This means that trademarks, company names, product names, images and graphics, designs, layouts and information on products, services and other content published on the Safeture Website or in the App may not be copied or used without Safeture’s prior written consent.
3.3.2 “Intellectual Property Rights” means patents (including utility models), design patents, design rights (whether or not capable of registration), copyrights, copyright related rights, moral rights, rights in databases, trademarks, trade secrets, know-how, trade names, rights under marketing law and passing off, topography rights and semiconductor chip rights, and all other intellectual property rights; in all cases whether or not registered or registerable, and applications for any of the foregoing respectively, and all rights to apply for the same, and all rights and forms of protection of a similar nature or having a similar effect to any of these anywhere in the world. 3.3.3 Subject to the your proper fulfilment of this Agreement, Safeture grants you a personal, non-assignable and non-exclusive license to use, and, if you are a Customer, enable your employees and other representatives to use, the Safeture Services. This license is for the sole purpose of enabling you to use the Safeture Services as provided by Safeture or a partner to Safeture, in the manner permitted by this Agreement. You may not copy, modify, distribute, sell or lease any part of the Safeture Services, the Platform, the App or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have been granted Safeture’s written permission. You shall not, directly or indirectly, use, register or try to register any trademark or any other words or phrases, or name of a company or organization, which are or may be considered as similar to Safeture’s trademarks, or attempt to do anything of the aforesaid.
3.4 Use and equipment
3.4.1 You warrant and undertake that you shall at all times conduct your business and use the Safeture Services, the Platform and the App in full conformity with all applicable laws and regulations as well as in compliance with good and sound business practice. This includes but is not limited to that you may under no circumstances, and the Customer shall procure that no employees or other representatives of the Customer, use the Safeture Services to publish, distribute, copy or otherwise transmit any data or information that
(a) it does not have the right to distribute by law or agreement;
(b) is infringing, contributes to infringement or encourages others to infringe intellectual property rights or trade secrets;
(c) contains any viruses, trojans, Internet worms, malware, or that may otherwise damage or adversely affect the Safeture Services; or
(d) otherwise causes damage or other inconvenience to Safeture or third parties.
3.4.2 You are not allowed to, in an automated and/or commercial way, disseminate, copy or publish the information received through the Safeture Services.
3.4.3 Notwithstanding Section 3.4.2, publishing information received through the Safeture Services is allowed when using the publication tools, as the tools are intended to be used, available in the Safeture Services.
3.4.4 You must ensure that no unauthorized person or entity (i.e. any other person or entity than you) is able to use your login details. You may not disclose your usernames and passwords to any unauthorized person and must ensure that documents containing your username and password are kept in such a way that unauthorized persons cannot gain access to the information. You are responsible for all acts or omissions by an unauthorized person using your login details.
3.4.5 Notwithstanding Section 3.4.4, the Customer may give access to the Safeture Services to such sub-suppliers that require access to the Safeture Services to fulfill their obligations towards the Customer. The sub-supplier may only access the Safeture Services for the purposes stated by the Customer.
3.4.6 Safeture has the right to, at any time, suspend or terminate the Safeture Services if you violate the Agreement or otherwise use the Safeture Services in a way that may cause Safeture or a third party any harm. Safeture shall not be liable for such suspension or termination.
3.4.7 If you as a Customer have acquired access to the Safeture Services by entering into an agreement with a partner to Safeture, Safeture has the right to, at any time, suspend or terminate the Safeture Services due to any breach by the partner of its agreement with Safeture, or termination of the agreement between Safeture and the partner for any other reason, irrespective of whether you have complied with the agreement between you and the partner and this Agreement. Safeture shall not be liable for such suspension or termination.
3.4.8 You are solely responsible for the technical equipment and any additional services needed to use the Safeture Services, such as computers, mobile phones, mobile phone subscriptions, Internet access and WiFi connection. You acknowledge and accept that the provision of the Safeture Services is dependent upon third party providers, e.g. internet providers or cloud services, and that Safeture has no responsibility for such third party services.
3.5.1 You agree to indemnify, defend, and hold harmless Safeture, its subsidiaries, agents, licensors, managers, consultants, officers, directors, employees, contractors, advisors, affiliates, and partners from and against all claims, losses, liability, expenses, damages, judgments, awards, and costs (including reasonable attorney’s fees), related to or arising from
(a) any breach of this Agreement;
(b) your use or misuse of any material or information posted, provided, transmitted, or otherwise made available by you or by Safeture;
(c) your access or use of the Safeture Services and related content;
(d) your violation of any third-party right, including intellectual property and privacy rights;
(e) your violation of a law, rule, or regulation; or
(f) another party’s use of the Safeture Services using your account.
3.5.2 Safeture reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Safeture’s defense of such matter.
3.6 Warranties and disclaimers
3.6.1 Safeture does not and cannot warrant that the Safeture Services, the Platform or the App will operate in a manner that is completely error free, nor that information provided is always accurate.
3.6.2 Safeture undertakes to ensure that the Safeture Services and the App in all material aspects corresponds with the descriptions at www.safeture.com.
3.6.3 Use of the Safeture Services is at your sole risk, and you assume full responsibility for all risk associated therewith. All information provided through the Safeture Services is provided “as is” and “as available”, without any warranties or conditions. Safeture reserves the right, in its sole discretion and without any obligation, to correct any error or omission in any portion of the Safeture Services, the Plat-form or the App, with or without notice to you.
3.6.4 TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, SAFE-TURE AND ITS AFFILIATES HEREBY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. THESE INCLUDE, BUT ARE NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. SAFETURE WILL NOT BE LIABLE FOR ANY LOSS OR DAM-AGE CAUSED BY ANY TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE SAFETURE SERVICES.
3.6.5 WITHOUT LIMITING THE FOREGOING, SAFETURE AND ITS AFFILIATES MAKE NO WARRANTY AS TO THE SECURITY, RELIABILITY, AVAILABILITY, ACCURACY, QUALITY, TIMELINESS, USEFULNESS, ADEQUACY, COMPLETENESS, OR SUITABILITY OF THE SAFETURE SERVICES AND INFORMATION RETRIEVED FROM IT. SAFETURE AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR COMPLETENESS, ERRORS, OR OMISSIONS IN THE INFORMATION, SERVICES, OR DOCUMENTS WHICH ARE REFERENCED BY OR LINKED TO ON THE PLATFORM OR IN THE APP.
3.6.6 The foregoing does not affect any warranties which cannot be excluded or limited under applicable law.
3.6.7 Safeture may at any time inform you, by updating a non-compliance list, that the Safeture Services cannot be used in certain regions, countries or states due to applicable laws, and shall not be liable for your use of the Safeture Services in such country. For the updated list of where the Safeture Services cannot be used due to applicable laws, please visit www.safeture.com.
3.7 Limitation of liability
3.7.1 UNLESS AND TO THE EXTENT SPECIFICALLY STATED OTHERWISE, SAFE-TURE SHALL HAVE NO LIABILITY FOR ANY DAMAGE OR LOSS OF ANY KIND (INCLUDING ANY CLAIMS AGAINST YOU BY THIRD PARTIES) UNDER OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING YOUR USE OF THE SAFETURE SERVICES, THE APP OR THE PLATFORM, REGARDLESS OF HOW IT WAS CAUSED AND WHETHER SUCH DAMAGE OR LOSS WAS FORESEEABLE OR NOT AT THE TIME WHEN THIS AGREEMENT WAS ENTERED INTO (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS).
3.7.2 YOU AGREE THAT YOUR USE OF THE SAFETURE SERVICES IS AT YOUR OWN RISK. IF YOU ARE NOT SATISFIED WITH THE SAFETURE SERVICES, YOUR SOLE AND EXCLUSIVE REMEDY IS TO TERMINATE YOUR USE OF THE SAFETURE SERVICES.
3.7.3 IN NO EVENT SHALL SAFETURE OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, DEATH, LOSS OF GOODWILL, LOSS OF USE, EMOTIONAL DISTRESS, LOSS OF PROF-ITS, INTERRUPTION OF SERVICES OR PRODUCTION, LOSS OF DATA, OR OTHER INTANGIBLE LOSSES, WHETHER IN ANY ACTION IN WARRANTY, CONTRACT, OR ANY OTHER THEORY OF LIABILITY (INCLUDING, BUT NOT LIMITED TO NEGLIGENCE OR FUNDAMENTAL BREACH), OR OTHERWISE ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF, RELIANCE ON, OR THE INABILITY TO USE, THE SAFETURE SERVICES, THE APP, OR THE PLATFORM. SAFETURE SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY, RELIABILITY, TIMELINESS, OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION CONVEYED TO YOU OR FOR ERRORS, MISTAKES, OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. SAFETURE UNDERTAKES NO LIABILITY TO-WARDS YOU FOR ANY MALFUNCTION OR NON-COMPATIBILITY OF YOUR EQUIPMENT AND CONNECTED SERVICES WITH THE SAFETURE SERVICES, THE APP, OR THE PLATFORM. SAFETURE DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PAR-TIES OUTSIDE SAFETURE’S REASONABLE CONTROL.
3.7.4 FURTHERMORE, SAFETURE WILL NOT BE RESPONSIBLE FOR DAMAGE, LOSS, OR INJURY RESULTING FROM
(a) UNAUTHORIZED ACCESS TO, OR HACKING OR TAMPERING OF, YOUR ACCOUNT OR THE INFORMATION THEREIN;
(b) UNAUTHORIZED ACCESS TO OR USE OF SAFETURE’S SERVERS AND ANY PERSONAL INFORMATION STORED THEREIN; OR
(c) BUGS, VIRUSES, TROJANS, MALWARE, OR OTHER DESTRUCTIVE CODE.
3.7.5 IN NO EVENT SHALL SAFETURE’S TOTAL LIABILITY TO YOU FOR ALL DAM-AGES EXCEED YOUR ANNUAL PAYMENTS FOR THE SAFETURE SERVICES.
3.7.6 To the extent any of the above limitations of liability are restricted by mandatory applicable law, such limitations shall not apply to the extent of such restrictions.
3.7.7 Safeture’s liability towards the Customer or End User is exclusively regulated herein and is not affected by any agreement between the Customer and a partner to Safeture which provides access to the Safeture Services to the Customer.
3.7.8 If you access the Safeture Services through a third party app provided by a partner to Safeture where the Safeture Services have been incorporated or form an integral part of the app, Safeture is not in any way liable for content generated by the partner.
3.7.9 If you access content provided by a partner or a Customer that have been incorporated or form an integral part of Safeture content, Safeture is not in any way liable content generated by the partner or the Customer.
3.7.10 If you access content through a link in the Safeture Services or a third party app to an external third party content provider such as, but not limited to, a local news website, Safeture is not in any way liable for content generated by the third party.
3.8.1 You may at any time terminate your use of the Safeture Services by contacting Safeture. Safeture will then delete all credentials and any other information that can be related to you.
3.8.2 If you are an End User that have been provided with access to the Safeture Services through a Customer that has entered into a Subscription Agreement regard-ing a subscription with Safeture or a partner to Safeture, the terms for termination are governed by that agreement or Subscription Agreement.
3.9 No waiver
3.9.1 No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term.
3.9.2 Safeture’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.
3.11.1 If and to the extent that either Party’s performance of its obligations under this Agreement is impeded or made unreasonably onerous by circumstances beyond its reasonable control, including, but not limited to, general labour disputes, war, fire, lightning, flood, acts of terrorism, amendments to regulations issued by governmental authorities, intervention by governmental authorities and defects or delays in deliveries by sub-contractors caused by any such circumstance as referred to in this Section, such Party shall be released from liability in damages and any other penalties for delay in performing or failure to perform such obligations. The Party wishing to claim relief by reason of any circumstance as referred to in this Section shall without undue delay notify the other Party in writing. If performance is prevented for more than one (1) month as a result of any of the circumstances as referred to in this Section, the Party not affected by force majeure shall be entitled to immediately terminate the Agreement by notice in writing.
3.11.2 The provisions of this Agreement are severable, and in the event any provision hereof is determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions, but such provision shall be reformed, if reasonably possible, only to the extent necessary to make it enforceable.
3.12 Apple requirements
3.12.1 This Section 3.12 is solely applicable to the App when provided for iPhone.
3.12.2 You acknowledge and agree that (i) this Agreement are concluded between you and Safeture only, and not Apple, Inc. nor its subsidiaries (hereinafter –“Apple”); (ii) Safeture, and not Apple, is solely responsible for the Licensed Application and the content thereof; (iii) Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application; (iv) in the event of any failure of the Licensed Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the Licensed Application to you; (v) to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed Application; (vi) Apple is not responsible for any claims, losses, liabili-ties, damages, costs, or expenses that you may have arising out of your use of the Licensed Application; (vii) Apple is not responsible for the investigation, defense, settlement, and discharge of any third party claim related to the Licensed Appli-cation or your possession and use of the Licensed Application, nor is Apple re-sponsible if the Licensed Application or your possession and use of the Licensed Application infringes any third party’s intellectual property rights; and (viii) you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party ben-eficiaries of this Agreement, and that, upon your acceptance of the terms and con-ditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third party benefi-ciary thereof. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
3.13 Governing law and disputes
3.13.1 This Agreement and any non-contractual obligations arising out of or in connection with them 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. Specifically excluded from application to this Agreement is the United Nations Convention on the International Sale of Goods.
3.13.2 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 (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 (1) or three (3) arbitrators. The seat of arbitration shall be Malmö, Sweden. The language of the arbitral proceedings shall be English.
3.13.3 All arbitral proceedings conducted pursuant to Section 3.13.2, 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 or the enforcement of any such decision or award 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.
4.1.6 Please note that if you use the Service as a service provided by your employer in the capacity as employee, the employer is the responsible controller of your Personal Data within the scope of our provision of the Service. We only process data on behalf of your employer.
4.2 The data we collect when we provide the service to you as a consumer
4.2.1 We may process the following Personal Data attributable to you as an End User of the Safeture Services:
(b) E-mail address;
(c) Telephone number;
(e) Passport number;
(g) Job title;
(k) International Mobile Subscriber Identity;
(l) Base station information;
(m) IP address;
(n) Home country;
(o) Home address;
(p) Work address;
(q) Emergency contact information;
(r) Travel bookings; and
(s) Mobile phone device information.
4.3 The purposes for which we process your personal data
4.3.1 We process your Personal Data for the purpose of providing you with the Safeture Services, including tracking your geographical location. The processing is conducted on the basis that it is necessary for the performance of our contract with you regarding the provision of the Safeture Services. Please note that you need to enable the real time positioning and sharing if want to use the real time position-ing sharing functionality of the Safeture Services.
4.3.2 We may also process your data for the purpose of further analysis, statistical information and to optimize the user experience. Prior to such processing, your Personal Data will be anonymized, meaning that the Personal Data will no longer be attributable to you and thus not considered Personal Data. The anonymization is conducted on the basis of our legitimate interest to be able to improve the Safeture Services and carry out statistical analysis regarding the usage of the Safeture Ser-vices for future optimization.
4.4 Storage of personal data
4.4.1 We store your Personal Data as long as necessary for us to fulfil the purposes of the processing. This means that we will process your Personal Data as long as you are an active user with our Safeture Services, however that location data and base station data will be kept for a maximum period of three months to eighteen months.
4.4.2 When your Personal Data is no longer necessary for the purposes of the processing, it will be deleted or anonymized. We will, however, store your Personal Data if and to the extent we are required to do so according to law.
4.5 Sharing your personal data
4.6 Third country transfers
To be able to provide the Safeture Services, your Personal Data may be transferred to a country outside of the EU/EEA. If your Personal Data are transferred to a country outside the EU/EEA we will provide adequate safeguards to protect your Personal Data, e.g. that the receiving country has an adequate level of protection. To obtain a copy of the safeguards applied, please contact us at the e-mail address stated below.
4.7 Your rights
4.7.1 You have the right to receive confirmation on whether or not we process Personal Data concerning you, and in such cases get access to such Personal Data and also information regarding the Personal Data and how we process it.
4.7.2 You have the right to have inaccurate Personal Data concerning you rectified without undue delay. Taking into account the purposes of the processing, you also have the right to have incomplete Personal Data about you completed.
4.7.3 You have, under certain circumstances, the right to have Personal Data concerning you erased, for example if the Personal Data are no longer necessary in relation to the purposes for which they were collected or if the Personal Data have been unlawfully processed.
4.7.4 In some circumstances you have the right to obtain restriction of the processing of your Personal Data. For example if you contest the accuracy of the Personal Data, you can also require that we restrict the processing of your Personal Data for such a period that enables us to verify the accuracy of the Personal Data.
4.7.5 You have the right to object to processing of your Personal Data that is based on our legitimate interests. If this is done, we must provide compelling legitimate grounds for the processing which overrides your interests, rights and freedoms, in order to proceed with the processing of your Personal Data.
4.7.6 You have the right to receive the Personal Data relating to you and that you have provided to us, in a commonly used electronic format. You have the right to trans-mit that data to another controller (data portability).
4.7.7 You have the right to complain on the processing of your Personal Data by lodging a complaint to the Swedish Data Protection Authority.
4.8 The controller of your personal data and contact details
223 63 Lund
4.8.2 Contact to the data protection officer: firstname.lastname@example.org
4.8.3 If your employer is the controller of your Personal Data, please contact your employer for any questions or concerns.
4.9 California Residents
Please refer to the California Privacy Rights Notice at www.safeture.com.
5. Safeture Service Level
5.1 Service levels
5.1.1 Service availability is measured by the availability of the Safeture Services on a monthly basis, and is re-set at the end of each month.
5.1.2 The Safeture Services shall have an uptime of at least ninety-nine point five (99.5) % per month, excluding downtime due to circumstances stated in Section 5.3, (the “Availability”).
5.1.3 Safeture will use its best efforts to ensure that the Availability meets the above stated target.
5.1.4 Safeture shall ensure that any fault, errors, problems with, or interruption to the Safeture Services are resolved as soon as practically possible.
5.2 Measuring of availability
5.2.1 Downtime is defined as the period of time where the Safeture Services are not available, calculated from the moment in time the failure in Availability is re-ported by Customer to Safeture until the Safeture Services becomes available again. Downtime shall not include downtime due to circumstances stated in Section 5.3.
5.2.2 Safeture uses a third party tool that monitors the uptime of the Safeture Services. The measurement consists of tailored web requests that will only succeed if each and every critical sub-system is up and running. It is considered downtime if these requests either timeout after thirty (30) seconds TCP connection timeout, after thirty (30) seconds of no initial first byte or return a HTTP 5xx error code.
HTTP 1xx, 2xx, 3xx and 4xx are considered valid responses. It is also considered downtime if the HTTPS-certificates are invalid. 5.2.3 Quarterly Availability reports can be provided to the Customer at request. The report states scheduled and non-scheduled downtime during the relevant period.
5.3 Downtime for which Safeture is not responsible
5.3.1 Downtime caused by circumstances referred to in this Section 5.3 shall be excluded when measuring the Availability.
5.3.2 Scheduled downtime, service windows or any other scheduled maintenance activities shall not be regarded as downtime when measuring Availability. Safeture shall inform Customer at least four (4) days before the start of a scheduled down-time, service windows or any other scheduled maintenance that affects the Avail-ability of the Safeture Services via Safeture’s website or e-mail.
5.3.3 Critical maintenance shall be not regarded as downtime when measuring Availability. Safeture shall notify the Customer a minimum of four (4) hours prior to the start of critical maintenance that affects the Availability of the Safeture Services. Information regarding critical maintenance will be provided on Safeture’s website or e-mail. Safeture shall keep critical maintenance, with best effort, at a maximum of two (2) times per month. Critical maintenance includes, but is not limited to, security patches, critical bug fixes and other time critical updates that affects operations of critical parts of the Safeture Services.
5.3.4 Downtime to the Safeture Services caused by or attributable to Customer, End Customer, Super User or End User, including integrated third party suppliers, shall be excluded when measuring Availability.
5.3.5 Downtime caused by distributed denial of service attacks shall be excluded when measuring Availability.
5.3.6 Downtime caused by events of force majeure as defined in the Agreement shall be excluded when measuring Availability.
5.4.1 If Safeture does not fulfill the specified Availability in accordance with Section 5.1.2, Customer (but, for the avoidance of doubt, no End User) shall be entitled to compensation from Safeture in the form of a reduction in Customer’s fees for the provision of the Safeture Services during that month. The reduction is calculated based on the Availability and fees for the relevant Safeture Services during the relevant month under the Agreement according to the following reduction plan:
If Availability is below 75% the Customer may terminate the Agreement with immediate effect.
6. Safeture Support Services
6.1.1 Safeture will provide support services to the Super Users of a Customer.
6.1.2 If you as a Customer has acquired access to the Safeture Services by entering into an agreement with a partner to Safeture, first line support shall always be provided by partner where Safeture will act as second line support for the partner.
6.1.3 The Safeture Support Services only relates to the Safeture Services, the Safeture Platform and the Safeture Applications. No support services related to partners or Customer’s own products, e.g. an app where the Safeture Services have been in-corporated or form an integral part of, and content generated by Customer or partner will be performed.
6.2 Available support services
6.2.1 The available support options are the following:
6.2.2 Safeture will always provide documentation and Frequently Asked Questions, FAQ to the Customer.
6.2.3 To request support, the Super User may create a support ticket by e-mailing email@example.com or by calling a designated phone number provided by Safeture when telephone support is available for the Customer. End Users may not request support directly without going through the Super User or the partner. Safeture will confirm receipt of the support request by providing a support confirmation by phone or e-mail, including a support registration number to be referred to in further communications regarding the support request. Support requests are sent on the Customer’s risk.
6.2.4 There are two types of support tickets available:
(a) Normal support ticket. A normal support ticket is created where the Safeture Services can be accessed by the Customer (although functionality may be affected to a non-material extent). Normal support tickets shall have the priority set to “Low” and Safeture shall start working on the ticket within two (2) business days. Starting means setting the ticket “In-progress”. Continuous feedback shall be given at least weekly by either adding comments to the ticket or by marking it as resolved. Normal support tickets are created by sending an e-mail to the support email specified above. Normal support tickets shall be resolved in accordance with Section 6.2.5 below within ten (10) business days after being set to “In-progress”.
(b) Critical support ticket. A critical support ticket is created where the Safeture Services cannot be accessed by the Customer. Critical support tickets shall have the priority set to “High” and Safeture shall start working on the ticket within one (1) hour when telephone support is available for the Customer. Starting means setting the ticket “In-progress”. Continuous feedback shall be given at least daily by either adding comments to the ticket or by marking the ticket as resolved. Critical support tickets are created by calling the telephone number provided by Safeture. For critical support tickets sent by e-mail, Safeture shall start working on the ticket within one (1) business day. Critical support tickets shall be resolved in accordance with Section 6.2.5 below within 48 hours after being set to “In-progress”.
6.2.5 Support ticket resolution shall be communicated within the stipulated resolution time. The resolution may be a solution, request for more information, explanation with recommended action, information on limitations, work-around, planned upgrades, planned bug fixes or similar resolutions.
6.2.6 If Safeture does not initiate work on the support ticket or fulfill the agreed support resolution times in accordance with Section 6.2.4, the Customer shall be entitled to compensation from Safeture in the form of a reduction in the fees for the provision of the Safeture Services. The reduction is calculated based on the number of support tickets not fulfilling the resolution time according to the compensation reduction table below. The total reduction can never exceed 50% of the support fees, as specified in the Subscription Agreement, for the relevant year when the support tickets were created.
Support ticket type
Compensation per delayed support ticket resolution
6.2.7 If the Safeture Support Services are misused by, but not limited to, End Users requesting Safeture Support Services directly from Safeture or make repeated requests of critical support tickets that should have been classified as normal sup-port tickets, Safeture may charge a support fee per support ticket.
6.3 Fees for the Safeture Support Services
6.3.1 All Safeture Support Services are invoiced in accordance with the Subscription Agreement and this Agreement.
6.4.1 Safeture provides information on safety, security, medical, travel and other related information (“Content”) as a part of the Safeture Services. Risk assessment methodology and Content operations are based on the management guidance of ISO 31000:2009 summarized in the table below:
6.4.2 Risk assessment and communication is conducted with the needs, well-being and interest of the individual End User as first priority. Safeture Content, analysis and communication is aimed at protecting the individual before anything else. Safeture is not under the influence of any outside parties. Safeture maintains and safeguards a complete non-partisan approach to the information and advice produced.
6.4.3 Safeture maintains 24/7 human staffed analysts for Content production, (the “Safeture Analyst Team”), to monitor major and serious security and safety threats for the entire planet. For static and semi-static Content, Safeture performs reviews at least once every year.