In accordance with this End User License Agreement (the “EULA”) the End User is authorised to use the cloud service provided by Qvalia AB (“Qvalia”) registration no. 556732-1707, Hammarbybacken 27, 120 30 Stockholm, which enables an End User to manage purchase and sales transactions (the “Service”).
The “End User” shall mean the party who has subscribed to the Service by registering to the Service. By subscribing to the Service, the End User confirms that he or she has agreed to the terms and conditions of the EULA and warrants that the End User has the authority to bind the End User to the EULA.
2. License grant and the end user’s handling of the Service
2.1 Qvalia hereby grants the End User a personal, non-transferable, non-exclusive, time-limited and revocable license to use the Service for the purpose of managing the purchase and sales transactions.
2.2 The End User shall provide all telephone, data, hardware, software and other equipment or resources which are necessary for the End User to access the Service and shall bear all costs connected therewith, including costs for data traffic.
2.3 The End User shall be solely and exclusively liable for all information which the End User posts, processes, shares with others via the Service or otherwise handles with the help of the Service. The End User shall further be solely and exclusively liable for the results which the End User achieves by its use of the Service.
2.4 The End User shall be responsible for ensuring that the username and password, if applicable, received by the End User for the Service are kept in a secure manner and are not accessible to third parties. The End User shall be liable for any unauthorised use of the End User’s username and password for the Service.
2.5 The End User shall not:
(a) use the Service in any manner of for any purpose that violates the EULA, any law or regulation, including but not limited to privacy rights and export laws, any right of Qvalia or third party, including but not limited to intellectual property rights;
(b) sell, distribute, assign, license, transfer, monitor or copy all or any portion of the Service or any computer code made available as part of the Service to any third party;
(c) reverse engineer, decompile, translate, alter, disassemble or create derivative works of the Service or parts of the Service or attempt to do any of the foregoing;
(d) interfere with (e.g. by using an anonymising proxy) or disrupt the Service or attempt to gain access to any systems or networks that connect thereto (except as required to access and use the Service); or
(e) rent, lease, loan or provide any other party access to the Service without Qvalia’s prior written consent.
2.6 If claims are made against Qvalia or legal action is taken against Qvalia or Qvalia’s authorised and licensed service providers because of the End User’s use of the Service, the End User undertakes to compensate Qvalia for the remuneration and damages which Qvalia is ordered to pay by way of settlement or under a judgement and to compensate Qvalia for other costs incurred by Qvalia in connection therewith.
3.1 A cookie is a text file a website/app that a person visits, saves on the visitor’s means for communication (smart phones and other mobile equipment and Internet connected computers) and that makes it possible to identify a person as a visitor. The information contained in a cookie can be used to track the visitor’s surfing on websites/apps that make use of the same types of cookies and thus, for example, offers shown can be adapted to the specific visitor.
3.2 There are two different types of cookies. The first type is more durable and saves a text file for a period of time on the visitor’s means for communication. This type of cookie has a definite expiration date and is used for functions which, for example, inform the visitor what is new since the visitor last visited the website/app. When the expiration date for the cookie in question has passed it is automatically erased from the visitor’s means for communication as soon as the visitor revisits the website/app that placed the cookie on the visitor’s means for communication.
3.3 The second type of cookie is more temporary (session cookies) and is stored on the visitor’s means for communication during the time a visitor visits a website/app. This kind of cookie is used for example to keep track on what language a visitor has chosen for the website/app and will disappear as soon as the visitor closes the web-browser.
4. Intellectual property rights
4.1 The End User acknowledges that all rights, title and interest in the intellectual property in the Service including but not limited to all copyrights, patents and trade secrets therein and all documentation and manuals relating thereto are and shall remain the sole and exclusive property of Qvalia or under license to Qvalia. The said intellectual property in the Service is licensed on a non-exclusive basis and not assigned by Qvalia to the End User. Upon termination or expiry of the EULA for any reason, all rights and licenses of the End User under the EULA shall terminate.
4.2 The End User shall be solely responsible for any loss and/or damages and costs incurred due to incompatibility between the Service or updates to it and any third-party software that End User has installed on the End User’s computer or otherwise uses, and any other issues that may arise as a result of the interaction between programs.
5. Ownership and use of data
All ownership rights in and to the Service shall remain exclusively with Qvalia. Access to the Service is provided to you only to allow you to exercise your rights under this EULA.
5.1.1 Qvalia may collect and maintain End User data including invoices, orders and other business-related documents (“End User Data”) provided by you. You shall own all End User Data. Qvalia manages transactions for the End User based on End User Data and will process, store and use End User Data in order to provide the Service to you.
5.1.2 Qvalia has the right to use End User Data to mine, analyse and enhance or otherwise use the information to improve the Service. The End User owns the original transaction documents in the End User Data and can ask at any time for it to be deleted, unless data storage is governed by a government or authority regulation. Qvalia owns the modified or enhanced data including all data, information and data flows, which are gathered, received, used, created or otherwise disposed through the Service based on End User Data and the End User’s use of the Service and which is gathered, monitored and analysed by Qvalia (“Qvalia Data”). Qvalia has an unlimited right to gather, monitor, use, analyse and further develop Qvalia Data for instance for the purpose of development or research through Artificial Intelligence, machine learning, other research and development projects or for the purpose of developing the Service and thereto related activities. Qvalia is the sole owner of any result or intellectual property rights created or derived from Qvalia Data.
5.1.3 All Qvalia Data is the sole property of Qvalia. Qvalia has the right to use, collect, store, create, aggregate, mine, analyse, modify, commercialize, assign, convey, sell, lease, license or transfer Qvalia Data in any form, for any purpose and in any manner.
6. Limitation of liability
6.1 Qvalia strives to keep the Service error free and available to the End User. However, Qvalia does not warrant that the Service will be uninterrupted or that the Service is otherwise flawless. Qvalia reserves the right to temporarily shut down the Service for safety reasons or to perform technical or other maintenance. Qvalia will normally provide information on planned temporary shutdown of the Service, but shutdown of the Service can also take place with immediate effect in cases where Qvalia deems this necessary, for example, for security reasons.
6.2 Qvalia shall not be liable for direct, indirect or other damage of persons or property or loss which the End User or a third party may incur because of Qvalia, use of or faults, such as disruptions, in the Service or the information which is handled with the use of the Service. Qvalia shall not be liable to any extent for data secrecy in connection with the transfer of information in the use of the Service.
7. Term and termination
7.1 The EULA shall come into force of the date when the End User has subscribed to the Service and shall remain in force until further notice. The EULA may be terminated by Qvalia at any time, subject to a notice period of thirty (30) days. The EULA may be terminated by the End User at any time, by not using the Service.
7.2 If the End User breaches the EULA, Qvalia shall have a right to terminate the EULA with immediate effect and demand compensation from the End User for all damage incurred by Qvalia in connection with the End User’s breach. Qvalia shall also be entitled to terminate the EULA with immediate effect if the End User is declared bankrupt, suspends its payments or can otherwise be deemed to be insolvent.
7.3 If the End User is in breach of the EULA or Qvalia suspects that the End User is in breach of the EULA, Qvalia is entitled to immediately shut down the Service and disconnect the End User from the Service without compensation.
7.4 Access to the Service is contingent upon adherence to the terms and conditions as outlined in the EULA. We reserve the right to deny access for the End User for reasons contingent upon, but not limited to, suspected engagement in criminal or fraudulent activities.
7.5 Qvalia strictly prohibits End Users representing companies or individuals, including beneficial owners, who appear on the sanction lists administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), Financial Action Task Force (FATF), the European Union (EU), the United Nations (UN), or the Swedish Government. By agreeing to this EULA, the End User confirms that there is no association with any such sanctioned entity, or individual, or country and will not use the Services for any purposes that would violate international sanctions laws. Qvalia reserves the right to monitor user activities and conduct screening to ensure compliance with this policy. Failure to adhere to these sanctions compliance requirements may result in the immediate termination of access to the Service and may lead to legal consequences in accordance with applicable laws and regulations.
8.1 The EULA constitutes the entire agreement between the parties regarding the End User’s use of the Service. Qvalia reserves the right to amend, add or remove functions in the Service or amend the EULA.
8.2 The EULA may not be assigned by the End User to a third party without Qvalia’s written consent. Qvalia shall be entitled to assign the EULA to a wholly owned subsidiary of Qvalia. Qvalia may also assign the EULA to a third party as a part of a transfer of Qvalia’s business related to the Service to such third party.
8.3 Qvalia shall be authorised to hire subcontractors for the performance of Qvalia’s obligations under the EULA. Qvalia shall be liable for the subcontractors as for its own actions.
8.4 If the Service includes processing of personal data, Qvalia shall, as a personal data processor, process the personal data in accordance with instructions from the controller of personal data and in accordance with GDPR.
8.5 Notices to the End User shall be sent to the e-mail address specified by the End User in connection with the registration and shall be deemed to have been received by the End User unless the End User can prove otherwise. Notices from the End User to Qvalia shall be sent to the address stated in the EULA. Notices to Qvalia shall be deemed to have been received by Qvalia when Qvalia confirms receipt.
8.6 The EULA shall be applied and interpreted in accordance with Swedish law. Any disputes arising in connection with the EULA shall be resolved in the Arbitration Institute of the Stockholm Chamber of Commerce.
9. Change of control
Qvalia reserves the right to assign or transfer this Agreement, in whole or in part, whether by merger, operation of law or otherwise without the prior written consent of the End user.