Terms of Service
1. ORDERS, REQUIREMENTS
1.1. The Terms govern your use of the Service and related services and products, as indicated in one or more Order/s together with descriptions/specifications on our website. An “Order” means a purchase order made by you for the subscription of the Service and/or related products or services and accepted by Haldor. Orders are made through Haldor’s applicable online ordering function or through any other ordering process made available by Haldor from time to time. Orders may contain product specific terms and requirements, which you may be required to accept, as indicated, as applicable.
1.2. PLEASE NOTE THAT CERTAIN TECHNICAL, COMMERCIAL AND OTHER REQUIREMENTS AND PREREQUISITES (E.G. REQUIREMENTS WITH RESPECT TO THIRD PARTY PRODUCTS) MAY APPLY IN ORDER FOR YOU TO USE THE SERVICE, AS FURTHER INDICATED ONLINE/ON OUR WEBSITE AND/OR IN ORDERS FROM TIME TO TIME. IN PARTICULAR, YOU ARE ADVISED THAT THE SERVICE CANNOT BE USED UNLESS YOU USE, AND MAINTAIN DURING THE TERM APPROPRIATE LICENCES FOR, “MICROSOFT TEAMS FOR EDUCATION”.
2. END USERS AND END USER ACCOUNTS
2.1. The Service will be used by individuals which you permit or invite to use the Service (subject to any applicable restrictions and limitations) (“End Users”). The Service is accessed via an account established by you or an End User (“End User Account”). You may be required to appoint certain End Users designated by you who administer and control the Service to other End Users and End User Accounts on your behalf. Such administrators may e.g. make Orders for products and/or enable applications; create and/or modify End User Accounts and manage access to Customer Content by other End Users.
2.3 You must ensure that you and all End Users keep user IDs and passwords for the Service strictly confidential and that such information is not disclosed to unauthorized persons. You are responsible for all actions taken using End User Accounts and passwords and must notify us immediately upon any suspected or detected unauthorized use. We reserve the right to provide login instructions for the Service only when you have paid all applicable fees.
3. ACCESS, SCOPE OF USE AND SUPPORT
3.1. You may access and use the Service, during the Term, for the intended and permitted purpose of use and within the agreed and applicable scope of use (e.g. with respect to permitted maximum number of End Users and/or other maximum use levels), in accordance with Order/s and our mutual agreement (including the Terms). The rights granted to you are non-exclusive, non-transferable and non-sublicensable.
3.2. Except as otherwise expressly permitted in writing, you agree not to: (a) reproduce, modify, adapt or create derivative works of the Service; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to the Service to a third party; (c) use the Service for the benefit of any third party or incorporate the Service or part thereof into products or services for the benefit of a third party; (d) interfere with or hamper mechanisms in the Service intended to limit your use or for security; (e) reverse engineer, disassemble, decompile or otherwise seek to obtain or derive the source code, algorithms, file formats etc. to the Service or any part thereof (except to the extent expressly permitted by applicable mandatory law); (f) remove, alter or obscure any proprietary or other notices contained in the Service; (g) use the Service other than in compliance with applicable Orders and the Terms or for any purpose other than the intended or (h) permit a third party to do any of the foregoing.
3.3. We will provide limited support for the Service (online, via e-mail, telephone or other manner chosen by us from time to time). Such support is provided subject to any applicable limitations and requirements (such as limitations in scope, requirements concerning End Users eligible request and receive support, access to your systems/environment, etc.). Support is normally available during Swedish business hours (however subject to further limitations as indicated on our website). Additional support may be agreed separately, subject to availability (such support may be subject to separate support terms and conditions).
4. CUSTOMER CONTENT
4.1. “Customer Content” means any video, audio, data or other content and materials that you (including End Users) submit, upload, transmit or otherwise make available in or to the Service. You will retain all right, title and interest in and to Customer Content.
4.2. You hereby grant us a worldwide, non-exclusive, limited license to access, use, process, copy, distribute, perform, export and display Customer Content (including the right to make modifications and derivative works) solely to the extent necessary to provide the Service (and any ancillary services we may agree) to you during the Term. We are also granted the right to also access your account/s, End User Accounts and the use of the Service in order to provide the Service (and agreed ancillary services, if any) and respond to your support requests or questions.
4.3. Your use of the Service (including use by End Users) must comply at all times with the Terms and the agreement, including our Acceptable Use Policy (“AUP”), and with all applicable laws. You represent and warrant that: (i) you have obtained all necessary rights, releases and permissions to submit Customer Content to the Service and to grant us the rights as set out in the Terms and (ii) Customer Content and its use will not violate (a) the AUP or any applicable laws; (b) any third-party intellectual property or other rights (including but not limited to rights to submit personal data in the Service for processing; including personal data, and that there are legal grounds for such processing); or (c) any third-party policies or third-party terms. Other than expressly undertaken by us in the Terms, we assume no responsibility or liability for Customer Content and you are solely responsible for Customer Content and the consequences of submitting and using it in or in relation to the Service. You will defend, indemnify and hold harmless us and our affiliates, officers, directors, agents and employees from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys’ fees and costs) resulting from any claim arising from or relating to (i) Customer Content or any claims or disputes brought by End Users or others arising out of use of the Service; or (ii) your breach (or alleged breach) of this clause and/or the Terms. In case of a claim, we will give you – but the indemnification obligation is not conditional upon: (a) written notice of such claim without undue delay after receipt; (b) the opportunity to control defense or settlement of the claim; and (c) reasonable cooperation, at your expense.
4.4. We have no obligation to monitor any Customer Content uploaded by you and your End Users to the Service. Nevertheless, if we deem such measures necessary, based on our preliminary assessment of your compliance with the Terms and/or the AUP, or in response to received takedown requests (e.g. on reported infringements), we may (a) remove Customer Content from the Service and/or (b) suspend your access to the Service. We will use reasonable efforts to provide you with advance notice of any such removal and/or suspension when practicable to do so, but may, without any liability on our part, remove Customer Content or suspend the Service, partly or wholly, with immediate effect, if we reasonably deem this necessary for the continued operation of the Service and/or for the security or protection of us, you, other users or third parties.
5. PRICE AND PAYMENT
5.1. Unless otherwise agreed (or made available by us), the Service is made available and purchased on a subscription basis. Terminating the subscription means that you will not be charged for the next Term. You will not receive any refunds or credits with respect to amounts already incurred and/or charged (or, for the sake of clarity, in case of non-use of the Service). Unless otherwise agreed, renewals of the subscription will be charged at our applicable rates at the time of renewal. You may during the Term request an increase of your use of the Service by placing an Order to us to that effect. Upon our acceptance of such Order, we will then charge you for the increased use for the remainder of the Term. Unless otherwise indicated, increased use will be charged at our rates applicable at the date of the Order for such use.
5.2. Payment of fees shall be made in full on the due dates. Unless otherwise agreed, fees for the Service are payable per 6-months or annually in advance, as indicated in the Order and/or on our website/online. All paid amounts are non-refundable, non-cancelable and non-creditable unless otherwise expressly indicated. You may effect payment by using such payment methods which are available from time to time and as indicated online and/or in the Order. You will be responsible for entering into any relevant contracts with any suppliers or providers of payment methods or payment services. Additional charges and compensation (e.g. for travel and lodging) may apply depending on agreed scope of the Service, as applicable, as further indicated in the Order and/or on our website/online.
5.3. Unless otherwise stated, fees and charges for the Service are indicated in SEK (Swedish kronor) and excluding any taxes (e.g. value added tax) or duties payable in respect of the Service. To the extent that any such taxes or duties are payable by us, and unless otherwise agreed in a particular case, you must pay to us the amount of such taxes or duties in addition to any fees and charges for the Service.
5.4. We reserve the right to charge a penalty interest on late payments, at the rate of two (2) per cent on the outstanding balance per month or the maximum amount permitted by applicable mandatory law, whichever is less. In case of late payment or non-payment, we are entitled to terminate the agreement in accordance with clause 16 below, or, at our sole discretion, suspend the Service or any part thereof and/or limit your access to same until full payment of all outstanding amounts has been made.
5.5. We reserve the right to increase the license cost annually in line with the development of Statistics Sweden’s (SCB) AKI index (SNI 2007 group K-O). Base month for index calculation is September the year before index is due calculated. Index is calculated for a period of 12 months from the base month.
6. TEST PERIOD, ETC.
6.1 The Service, part thereof or products, services or functions relating thereto may, from time to time, be offered to you at no charge (including trial uses and beta versions), including an initial, free of charge, test period as indicated in the Order and/or on our website from time to time (“Test Period”). Such use by you may be subject to additional terms (including a limited trial term, scope or duration) that we may specify. We may modify or terminate your right to such use at any time and for any reason in our sole discretion without any liability to you. Unless terminated by you prior to the end of the Test Period, the agreement will continue for the duration of the Term (as indicated in the Order).
7. THIRD-PARTY PRODUCTS AND SERVICES
7.1. You or your End Users may from time to time use or procure (or be required to use or procure) certain third-party products or services in connection with the Service, including third-party apps. Your use of any third-party products or services is subject to separate agreements between you and such third-party providers. For the avoidance of doubt, we are not responsible for any access to or use of Customer Content by such third-party providers or their products or services or for the security of any third-party provider or its products or services. Furthermore, third-party products and/or services may also be included in or connected to the Service from time to time. We disclaim all liability and responsibility for any third-party products or services (including third-party apps) or for the acts or omissions of any third-party providers or vendors. If we expressly undertake such liability towards you in a particular case, then we will only be liable to the extent that the third-party provider in question is liable to us under applicable terms and conditions (and subject always to applicable liability limitations and restrictions as as set out in the third-party provider´s/vendor´s terms and conditions). It is being acknowledged by you that our liability will in no event extend beyond the liability set out in the Terms, including but not limited to the limitations set out in clause 14, below).
8. AVAILABILITY, SECURITY AND PRIVACY
8.1. We have implemented and will maintain technical, organisational and administrative security measures and processes designed to protect the Service and Customer Content (as defined below) from unauthorized access, destruction or disclosure. We aim to provide the Service fully available, secure and safe, but cannot not, given its nature, warrant that it will always be available, completely secure and without errors or interruptions, delays or imperfections. Furthermore, we cannot guarantee that Customer Content will be available all the time or that no harm will come to it.
9. INTELLECTUAL PROPERTY RIGHTS; HALDOR CONTENT
9.1. No other right than a limited right to access and use the Service in accordance with the Order and the Terms is granted to you under our agreement. Haldor and its licensors own and will retain all right, title and interest, including all intellectual property rights (be it registered or non-registered), in and to the Service and its underlying technology, documentation and all and any improvements or development to it. All materials, including software, help topics, reports, datasheets, videos, images, and frequently asked questions (collectively, “Materials”) made available as part of the Service are the copyrighted and/or proprietary work of Haldor and/or its licensors. Haldor reserves all rights to the Materials and you are not granted any right to the Materials other than a limited right to access and use the Materials during the Term solely to utilize the Service in accordance with the Order and the Terms. In the event that you submit comments, ideas or other feedback to us relating to the Service, we are entitled to use, develop and freely exploit, without limitation in time, any such feedback, in any manner, without any royalty and/or payment obligation or restriction of any kind (and, for the avoidance of doubt, any such feedback will not constitute your Confidential Information).
10.1 The parties agree that one party (“Receiving Party”) may have access to information that is confidential to the other party (and/or any of its affiliates) (“Disclosing Party”) (such information is hereinafter referred to as “Confidential Information”). “Confidential Information” means any and all confidential or proprietary information relating to the business or organization of the Disclosing Party, whether or not stored in any medium, including, but not limited to, computer programs, code, algorithms, names and expertise of employees and consultants, information relating to suppliers, purchasers and contracts, know-how, trade secrets, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial and product development plans, forecasts, strategies and information which is either identified as confidential or considered by a reasonable person, given the nature of information and circumstances, confidential. Confidential Information includes, but is not limited to, the Service and its performance, its underlying technology and any documentation and material relating thereto. Receiving Party agrees to hold all Confidential Information confidential and to use at least the same degree of care to prevent unauthorized disclosure of such Confidential Information as it uses to protect its own information of the same nature. Receiving Party shall use such Confidential Information solely for the purposes of performing the agreement. Receiving Party agrees not to disclose Confidential Information to anyone except its employees, representatives and authorized contractors who are under a duty of confidentiality on a need to know basis. Receiving Party shall be directly liable for the acts or omissions such personnel and contractors. The parties’ obligations relating to Confidential Information shall survive the termination hereof without limitation in time. The foregoing obligations shall not apply to Confidential Information which Receiving Party can show: (a) is, or becomes, available within the public domain without breach of confidentiality; (b) is already in the possession of Receiving Party without obligations of confidentiality; (c) is independently developed by Receiving Party without any breach of the agreement; (d) is received by Receiving Party from a third party without restriction on disclosure or use; or (e) must be disclosed under mandatory law or due to court or governmental order. In the event that Receiving Party is requested pursuant to legal process to disclose any Confidential Information, Receiving Party shall, to the extent legally permitted, provide Disclosing Party with notice to such effect, and at the request of Disclosing Party co-operate with Disclosing Party in seeking relief against the disclosure of such Confidential Information.
11. EXPORT RESTRICTIONS
11.1. Without limiting any other restrictions set out in the Terms, you agree to comply with all applicable export and import laws and regulations in your access to and use of the Service (or any part thereof). You shall not export or allow anyone else to export or re-export any part of the Service: (a) into any U.S., UN or EU embargoed or terrorist-supporting country; (b) to any persons or entities on U.S., UN or EU sanctions lists; (c) to any country to which such export or re-export is restricted or prohibited by U.S., UN or EU, or as to which U.S., UN or EU authorities or bodies require an export license or other governmental approval; or (d) otherwise in violation of any applicable export or import restrictions, laws or regulations. You represent and warrant, during the Term, that (i) you are not located in, under the control of, or a national or resident of any such prohibited country; that (ii) you are not a person or entity on the above sanctions lists or owned, controlled by, or acting on behalf of such person or entity and; that (iii) you will not use or provide the Service for any prohibited or illegal end user purposes (including but not limited to, nuclear, chemical, or biological weapons proliferation or missile technology purposes).
12. WARRANTY UNDERTAKINGS AND DISCLAIMER
12.1. We warrant that we will use commercially reasonable efforts during the Term to prevent introduction of viruses, Trojan horses or similar harmful materials into the Service. We will further use commercially reasonable efforts, at no charge to you, to correct non-conformities under said warranty as reported by you. If we determine corrections to be impracticable, either party may terminate the agreement, whereupon you will receive a refund of any fees you have pre-paid for use of the Service for the terminated portion of the current Term. The warranty will not apply: (i) unless you make a written claim within thirty (30) days of the date on which you first noticed or should have noticed the non-conformity or; (ii) if the non-conformity was caused by misuse, unauthorized modifications or by third-party products or services. Our sole liability, and your sole and exclusive remedy, for breach of said warranty is termination of the agreement together with a refund of pre-paid fees, as set out above.
12.2. EXCEPT AS EXPRESSLY AGREED, ALL SERVICES AND PRODUCTS ARE PROVIDED “AS IS” AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR, SPECIAL OR GENERAL PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WE DO NOT WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT WE WILL BE ABLE TO PRESERVE, PROTECT OR MAINTAIN CUSTOMER CONTENT. YOU UNDERSTAND AND ACKNOWLEDGE THAT USE OF THE SERVICE NECESSARILY INVOLVES TRANSMISSION OF CUSTOMER CONTENT OVER NETWORKS AND TO SERVICES THAT WE DO NOT OWN, OPERATE OR CONTROL (INCLUDING THIRD-PARTY VENDORS) AND WE ARE NOT RESPONSIBLE FOR ANY CUSTOMER CONTENT LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS OR SERVICES. FURTHER, WE CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES AND MEASURES WILL BE ERROR-FREE OR THAT TRANSMISSIONS OF CUSTOMER CONTENT WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL BE UNABLE TO DEFEAT OUR SECURITY MEASURES OR SECURITY MEASURES OF OUR THIRD-PARTY SERVICE PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OR SERVICES OUTSIDE OUR REASONABLE CONTROL.
13. INTELLECTUAL PROPERTY INDEMNITY
13.1 We will defend you against any claim brought against you by a third party alleging that the Service, when used as authorized under these Terms, infringe any third-party patent, copyright or trademark and we will indemnify you and hold you harmless against any damages and costs finally awarded by a competent court or judicial body or agreed in a settlement executed by us (including reasonable attorneys’ fees), provided that we have received from you: (a) prompt written notice of the claim as soon as you become aware of it; (b) reasonable assistance in the defense of the claim, including providing us a copy of the claim together with all relevant information in your possession or control; and (c) the exclusive right to control the defense and settlement of the claim.
13.2 We may, in our discretion and where we deem it appropriate: (i) procure a right for you to continue use of the Service in accordance with these Terms; (ii) modify the allegedly infringing part of the Service so that it becomes non-infringing but without affecting its essential functionality; or (iii) terminate your right to use the Service and refund any amounts paid by you in advance for the remainder of the Term.
13.3 Our indemnity obligations will not apply: (a) if the total aggregate fees we have received from you in the twelve (12) month period immediately preceding the claim is less than SEK five million (5,000,000); (b) to the extent that the Service has been modified by a party other than us and the alleged infringement would not have occurred without such modification; (c) if the Service has been used in combination with any non-Haldor product or service; unless such combination has not caused the alleged infringement; (d) in case of unauthorized use of the Service; (e) to any claim arising as a result of (y) Customer Content or any circumstance covered by your express indemnification obligations or (z) any third-party deliverables or components contained in or used with the Service or (f) if you make any admissions with respect to or settle a claim without prior written consent from us. The indemnity provided in this indemnity clause 13 sets out our sole liability and the remedies set out herein are exclusive in case of intellectual property infringement claims related to the Service and/or the agreement.
14. LIMITATION OF LIABILITY
14.1. NEITHER PARTY WILL HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO OUR AGREEMENT FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, LOST PROFITS, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSSES OF ANY KIND, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH LOSSES IN ADVANCE. EACH PARTY’S ENTIRE AGGREGATE LIABILITY TO THE OTHER PARTY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED AN AGGREGATE AMOUNT CORRESPONDING TO FIFTY (50) PERCENT OF THE AMOUNT ACTUALLY PAID BY YOU TO US UNDER THE AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE OCCURANCE OF THE CIRCUMSTANCE FORMING BASIS FOR THE CLAIM. THE AFORESAID LIABILITY LIMITATION AND LIABILITY CAP WILL NOT APPLY TO (OR IN CASE OF): (A) ANY FEES, CHARGES OR AMOUNTS OWED BY YOU TO US UNDER THE AGREEMENT; (B) YOUR EXPRESS INDEMNIFICATION OBLIGATIONS SET OUT IN THE TERMS; (C) YOUR EXPRESS WARRANTIES; (D) UNAUTHORISED USE OR TRANSFER OF INTELLECTUAL PROPERTY RIGHTS OR OTHER VIOLATION OF RIGHTS OF USE; AND (E) ACTS OF WILLFUL MISCONDUCT OR GROSS NEGLIGENCE BY A PARTY.
15. CHANGES TO THE TERMS AND THE SERVICE
15.1. We may modify the Terms, Orders and our applicable policies from time to time, with notice to you or by posting the modified Terms on our website. You must accept the modifications in order to continue to use the Service. If you do not accept the modifications, your exclusive remedy is to terminate the agreement. Except as otherwise indicated below, any modifications will become effective at the beginning of the next Renewal Term and will automatically apply, unless you terminate/elect not to renew our agreement prior to the commencement of the relevant Renewal Term. In some cases, we may however deem it appropriate that such modifications shall become effective immediately or at some other point in time during the current Term (such decisions may be taken e.g. to address any changes in law, compliance matters, changes due to technical and/or commercial reasons, introduction of new features or functions, etc.). If we decide to implement a modification during the current Term, and you object to such modification, then you may terminate the agreement, after having given us notice to this effect, whereupon we will refund pre-paid fees for the Service with respect to the terminated part of the current Term. In order to be entitled to a termination and refund, as just said, you must provide us with the termination notice (including a reference to your objection) without undue delay and no later than seven (7) days after the date when we informed you of the envisaged modification. If you do not provide us with any termination notice, as just said, you will be deemed to have accepted the modification. You acknowledge that the Service is on-line, subscription-based and affected by technology development and business needs, and that we may therefore, as deemed necessary from time to time, decide to change the Service at any time and we reserve such right (including the right to discontinue parts or features of the Service for any reason at any time and without liability to you). In case such changes are fundamental and reasonably deprives you of the essence of the Service, you are entitled, as your sole and exclusive remedy, to terminate the agreement and to a refund of pre-paid fees, in accordance with the principles set out above.
16. TERM AND TERMINATION
16.1. Unless otherwise agreed, the agreement is effective as of the effective date and will be in force for the agreed subscription period for the Service, as set out in the Order (“Term”). Unless terminated by a party no later than three (3) months prior to the expiry of the Term, the agreement will be renewed with one or more new subscription periods of the same duration (“Renewal Term/s”) until terminated/non-renewed by a party).
16.2. Unless otherwise set out in the Order, the Term (and any Renewal Term) will be twelve (12) months).
16.3. Notwithstanding the foregoing, if the agreement commences with a Test Period, then you are however always entitled to terminate the agreement at the end of the Test Period, provided that you notify us prior to the expiry of such Test Period. If you do not notify us, as just said, then the agreement will continue for the Term.
16.4. You may provide notice of termination/non-renewal in writing by e-mail or through the means we designate from time to time (which may include account settings in the Service).
16.5. Either party may terminate the agreement if the other party (a) fails to cure any material breach within thirty (30) days after written notice; (b) ceases its operations; or (c) is declared bankrupt, in receivership or comparable proceedings or if any such proceedings are instituted against or with respect to that party. Non-payment by you will always entitle us to terminate the agreement immediately (in addition to our right to suspend the Service to you).
16.6. Notwithstanding the foregoing, you may cease using the Service and terminate our agreement at any time (and for any reason) by giving us written notice to such effect. Upon any such termination (i) you must however pay all applicable fees for the remainder of the Term and (ii) you will not be entitled to any refund of already paid fees.
16.7. Upon expiration or termination of the agreement for whatever reason, you must cease using the Service and delete, or at our request, return, all Confidential Information and other materials and property belonging to us and, at our request, certify deletion, in the manner reasonably prescribed by us. Please note that after termination or expiration, you will no longer have access to Customer Content. You should therefore ensure that you have exported (where relevant, as applicable) any Customer Content prior to termination or expiration. Termination will for the sake of clarity not relieve you of your obligation to pay any fees payable to us for the period prior to the date of termination. In case of breach by you, termination does not, for the sake of clarity, preclude use of other remedies available under the Terms or applicable law.
17.1. Notices. Notices shall be given in writing. We may, where deemed appropriate, provide notice to you through your email address, your account or give you in-service notifications. You have an obligation to immediately inform us in the event of any change of address. Any notice to you will be deemed given upon the first business day after we send it. You will provide notice to us by post or email to Haldor AB.
17.2. Force Majeure. Neither party will be liable to the other for any delay or failure to perform any obligation under the agreement (except for a failure to pay fees) if the delay or failure is due to events which are beyond the reasonable control of such party, such as a strike, blockade, war, act of terrorism, riot, natural disaster, government act, failure or diminishment of power or telecommunications or data networks or services.
17.3. Assignment and subcontractors. You may not assign or transfer the agreement or the Terms without our prior written consent. Any attempt by you to transfer or assign these Terms except as expressly authorized above will be null and void. We may assign our rights and obligations under the Terms (in whole or in part) without your consent, e.g. to an affiliate or in case of a merger or sale of business. We are entitled to appoint subcontractors, for the performance in whole or part of our obligations under the Terms and the agreement, without permission from you. We will be liable for the performance of any appointed subcontractors as if their performance had been our own.
17.4. Entire Agreement. Order/s and the Terms (including any documents referenced to therein) constitute the entire agreement between us relating to the Service and supersede all prior oral or written communications, statements or undertakings. No purchase order, business form or other terms provided or referred to by you will be valid and/or deemed to replace, supersede or amend the agreement (including any documents referenced to herein) or its interpretation.
17.5. Conflicts. In event of any conflict between the provisions in Orders and Terms and our applicable policies or product specific terms, such policies or product specific terms (as applicable) shall take precedence with respect to their respective subject matter.
17.6. Publicity rights. We may identify you as a Haldor customer in our promotional materials and you consent to the publication of your name and trademarks by us as a customer on marketing and trade show materials and on our website and social media. We will seek your approval of any press release, which approval will be granted in good faith and not be unreasonably withheld, delayed or conditioned.
17.7. Modifications. Except as otherwise set forth in the Terms, any amendments or modifications to the Terms or Order/s must be executed in writing by authorized representatives of each party.
18. GOVERNING LAW AND DISPUTE RESOLUTION
18.1. These Terms and our agreement is governed by the laws of Sweden.
18.2. Any dispute, controversy or claim arising out of or in connection with the agreement, 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 “SCC”). The Arbitration Rules by the SCC 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 Rules for Expedited Arbitrations shall apply. In the former case, the Arbitral Tribunal shall be composed of three arbitrators. The seat of arbitration shall be Stockholm, Sweden and the language to be used in the proceedings shall be English. The arbitral proceedings and all non-public information disclosed and all documents submitted or issued by or on behalf of any of the 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 for the proceedings nor be disclosed to any third party without the prior written consent of the other party. Such non-disclosure obligation shall however not apply if and to the extent (a) a party is required to disclose information by law or by stock exchange rules or pursuant to any order of court or other competent authority or tribunal; or (b) such information is disclosed to a party’s employees or professional advisers, provided such persons are bound by a duty of confidence or (c) disclosure is necessary in order for a party to avail itself of its rights. If a party becomes required to disclose confidential information pursuant to subclause (a) above, then the disclosing party shall, in so far as possible, consult with the other party prior to the disclosure.
18.3. Notwithstanding the foregoing; nothing will prevent us from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.