
1.1
Please read the terms and conditions of this end user license agreement (“EULA”), and any
other applicable terms, carefully before using any Truvio Service. By accepting this EULA
and/or by installing the Truvio Service in the Customer's test and/or production environment
and/or by using the Truvio Service, the Customer is accepting and agreeing to be bound by the
terms of this EULA.
1.2
The Truvio Service ordered by Customer under an Order Agreement may be subject to specific
Product Terms, which are applicable to the Customer’s use of the Truvio Service. The EULA,
Data Processing Agreement, any applicable Product Terms and the Definition constitutes the
Customer’s Agreement for the Truvio Services. For the avoidance of doubt, the Order
Agreement does not constitute a part of the Agreement between the Customer and Truvio.
1.3
For the purposes of this EULA, "Truvio" means Truvio, its subsidiaries, and
affiliates.
2.1
The Customer has entered into an Order Agreement with a third-party reseller of Truvio under
which the Customer has purchased a subscription to the relevant Truvio Service(s). Subject to
the terms and conditions of this EULA, Truvio grants Customer and its Affiliates a non-
exclusive software license to use the Truvio Service for internal business purposes, conditional
upon the Customer paying the agreed license or subscription fees to the reseller.
2.2
This EULA will apply to any upgrades, amendments, or modifications of the Software, unless
such upgrades, amendments or modifications are accompanied by a separate license.
2.3
Any additional license terms available in the Product Terms shall prevail in the event of
inconsistency between the license grant in this Section 2 and any license grant in the Product
Terms.
3.1
The rights granted to the Customer to use the Truvio Services subject to an applicable Order
Agreement shall include a right for the Customer's Affiliates to use such Truvio Services within
the scope of the use restrictions and other obligations related to the use of Truvio Services
under the Agreement.
3.2
Any rights extended to the Customer's Affiliates are only available through the Customer. No
right (or any related remedy) shall be separately exercised by a Customer Affiliate and all
limitations, exclusions and disclaimers applicable to the Customer shall include the Customer
and its Affiliates in the aggregate and the Customer shall be liable for all acts and omissions of
its Affiliates.
3.3
If any Customer Affiliate would cease to be an Affiliate, the right to use the Truvio Services
subject to this Section 3 shall immediately cease.
4
USE OF THE SIGNUP SERVICES
4.1
Except as otherwise expressly provided in this EULA the Customer may only use the Truvio
Service(s) for its intended purpose and in accordance with applicable laws, the Agreement and
other instructions notified by Truvio, and may not:
4.1.1
use the Truvio Services in a way that circumvents any contractual usage limits or
other limitations relating to the use of the Truvio Services;
4.1.2
use, copy, or otherwise transfer the Truvio Services, or parts thereof, except as
expressly permitted by this EULA. The Customer may under no circumstances
alter, develop, reverse engineer, decompile, disassemble, or make additions to the
Truvio Services without the express written permission of Truvio;
4.1.3
breach, circumvent, remove, or affect the technique or security systems used by
Truvio to protect the Truvio Services or the content of the Truvio Services.
Further, the Customer may not act in a way that may cause the Truvio Services to
be disabled, overloaded, deteriorated or harmed, or in any other way may cause
Truvio or the Truvio Services any damage; and
4.1.4
try to access information that is not publicly available or intended for the public,
but that is included in the Truvio Services or in any third-party system connected
to the Truvio Services.
5.1
For the duration of the Agreement and for a period of five (5) years thereafter, each Party agrees:
5.1.1
to hold all Confidential Information disclosed hereunder to it in confidence and to
use at least the same degree of care that it uses to protect its own Confidential
Information (but no less than reasonable care);
5.1.2
to use such Confidential Information solely for the purposes of the Agreement; and
5.1.3
not to disclose any such Confidential Information to anyone except its employees,
Affiliates, and contractors on a need-to-know basis as required for a Party's
fulfilments of its requirements under the Agreement provided that such individuals
or entities are subject to obligations of confidentiality no less stringent than those
set out herein.
5.2
Each Party shall be liable for the acts and omissions of any employees, Affiliates, and
contractors as it is for its own acts and omissions.
5.3
A Party may disclose Confidential Information (i) if approved by the other Party in writing, or
(ii) to the extent compelled to do so by law (including regulations of a recognized stock
exchange or multilateral trading facility), provided a Party gives the other Party prior notice of
the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the
disclosing Party's cost, if the disclosing Party wishes to contest the disclosure. Moreover, each
Party shall be entitled to disclose Confidential Information to its professional advisors (meaning
any lawyers, auditors or accountants, but excluding any other sub-contractors, agents or
representatives) solely for the purposes of receiving advice or services from the relevant advisor
and provided such advisor(s) comply with equivalent confidentiality obligations to those
imposed under this Agreement.
5.4
The Parties acknowledge that, in addition to any other remedies that may be available by law, a
Party may seek such injunctive relief, specific performance or other remedy as may be deemed
proper by a court or any other competent body.
6
LIABILITY AND LIMITATION OF LIABILITY
6.1
Each Party shall compensate the other Party for any damages caused by breach of the
Agreement, subject to the limitations in this Section 6 or as otherwise set out in the Agreement.
6.2
In no event shall a Party, or its Affiliates, be liable under or in connection with the Agreement
for any indirect, consequential, special, exemplary or incidental cost, loss or damage, or for any
loss of profits, revenue, production, business opportunity, or loss of anticipated savings,
goodwill or reputation, or loss or corruption of data, howsoever arising, even though the Parties
may be aware of the possibility or likelihood of such cost, and regardless of the form of action
or whether arising in contract, tort, negligence, by statute or otherwise.
6.3
Each Party's maximum, cumulative and total liability for all obligations and liabilities arising
under or in connection with the Agreement, whether in contract, tort, negligence, by statute or
otherwise, shall in no event exceed the total fees paid by the Customer for the Truvio Services.
6.4
Notwithstanding anything to the contrary in this Section 6, neither Party excludes or limits its
liability for (i) gross negligence of wilful misconduct (ii) death or personal injury caused by the
negligence or wilful default of that Party, (iii) a breach of Section 5 (Confidentiality), (iv) any
indemnity obligations set out in the Agreement, (v) any unauthorised use of the Truvio Services
or infringement of Intellectual Property Rights, or (v) any other liability which cannot be
excluded by law.
6.5
Truvio shall not be in breach of the Agreement in respect of any non-performance of any of its
obligations hereunder if and to the extent such non-performance is a consequence of (i) the
Customer's failure to comply with its obligations under the Agreement or, (ii) a breach by caused
by any Third Party Software, provided that Truvio uses all reasonable endeavours to mitigate
the reason for the non-performance and to perform the Truvio Services notwithstanding the
reason for the non-performance.
7.1
Truvio agrees to indemnify the Customer against third party claims related to the Customer's
use of the Truvio Services, or parts thereof, infringes such third party's intellectual property
rights. Truvio's obligation hereunder is subject to the Truvio Services being used in accordance
with the terms and conditions set out in the Agreement and the conditions set out in this section
7. For the avoidance of doubt, the indemnity in this section 7 shall not apply to any Third-Party
Software.
7.2
Truvio’s obligation to indemnify the Customer under this section 7 shall only apply provided
that the Customer i) promptly notifies Truvio in writing of the claims brought against the
Customer, ii) allows Truvio the sole control of the defense and to solely decide on all related
settlement negotiations, and iii) acts in accordance with Truvio's reasonable instructions and
cooperates and assists Truvio to the extent reasonably requested by Truvio.
7.3
Subject to sections 7.1 and 7.2, Truvio shall indemnify the Customer for such damages,
liabilities, costs or expenses as are awarded in a final judgement or in a settlement.
7.4
This section 7 constitutes the entire liability of Truvio, and the Customer's sole and exclusive
remedy, with respect to any third-party claims of infringement of intellectual property.
7.5
The Customer shall fully indemnify and hold Truvio, its Affiliates, and each of their directors,
officers, agents, and representatives harmless from and against any and all damages, costs and
expenses (including reasonable fees of attorneys and other professionals) arising from any third-
party claims related to the Customer's infringement of such third-party’s intellectual property
rights, including any infringements related to the intellectual property rights in Third-Party
Software.
The Customer acknowledges that Truvio’s delivery of a Software Solution may be dependent
on the Customer’s compliance with the technical requirements set out in the Product Catalogue
for each Software Solution.
9
NO WARRANTY FOR THIRD-PARTY SOFTWARE
9.1
Subject to what is set out in any Product Terms relating to Third-Party Software, the Customer
acknowledges that each Third-Party Software is a standard product and is delivered "as is" and
Truvio leaves no warranties or representations, whether expressed or implied to the Customer
with regard to the Third-Party Software and expressly disclaims any liability, including but not
limited to, functionality, fitness for purpose, loss of data, availability or freedom from errors
and bugs.
9.2
Truvio does not warrant that any Third-Party Software will function together with any third-
party products. Moreover, Truvio disclaims all liability for any harm, damages or other liability
caused by any third-party product used in connection with the Third-Party Software.
9.3
The Customer acknowledges that the applicable Product Terms for Third-Party Software may
include limited warranties and representations provided by the Third-Party Software Vendor.
10.1
The Agreement shall apply for as long as the Customer has a valid subscription under an Order
Agreement.
10.2
Truvio may suspend Customer’s access to the Truvio Services if Customer commits or permits
a material breach of the Agreement and the Customer fails to cure such breach, if the breach is
capable of cure, within thirty (30) days of receipt of written notice from Truvio giving details
of such breach.
10.3
The Customer acknowledges that Truvio may rely on third-party products and services (such
as Third-Party Software) to provide Truvio Services. To the extent the relevant third-party
supplier no longer provides such third-party products and services to Truvio, for whatever
reason, and Truvio cannot reasonably find a suitable replacement provider, Truvio shall be
entitled to terminate the affected Truvio Service with immediate effect.
The Customer may, with the prior written consent of Truvio, transfer or assign the Agreement
(such consent not being unreasonably withheld or delayed). Any assignment or transfer
attempted without the written consent of Truvio shall be null and void. Truvio may assign, in
whole or in part, the Agreement, to any Truvio Affiliate subject to providing the Customer with
prior written notice. The Agreement shall inure to the benefit of, and be binding upon, the Parties
and their respective successors and permitted assignees.
Truvio may engage subcontractors for the performance, in whole or in part, of any work under
the Agreement. Truvio shall be responsible for such subcontractor's work as if it were its own
personnel.
Neither Party shall be responsible or liable for delays, business interruption, or failure of
performance (except obligations to pay) to the extent resulting from a Force Majeure Event. A
Party experiencing such Force Majeure Event shall notify the other Party as soon as possible
under the circumstances and take commercially reasonable steps to mitigate the effect of the
Force Majeure Event.
No failure or delay by either Party in exercising any right under this Agreement shall constitute
a waiver of that right.
Sections 5 (Confidentiality), and 6 (Liability and limitations of liability), and any other
provisions which, in order to give effect to its meaning, needs or is intended to survive
termination or expiration, shall remain in full force and effect until they are satisfied or by their
nature expire. If any provision of the Agreement is held by a court of competent jurisdiction to
be contrary to law, the provision shall be deemed null and void, and the remaining provisions
of the Agreement shall remain in effect.
12.1
This EULA and the Agreement shall be governed by and construed in accordance with the
substantive laws of Sweden, without regard to its conflict of laws principles.
12.2
Any dispute, controversy or claim arising out of or in connection with this EULA or the
Agreement, 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,
considering 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 or three arbitrators.
12.3
The Parties undertake to procure that all litigation proceedings conducted in accordance with
the Agreement shall be kept confidential. This undertaking shall cover, inter alia, all
information disclosed during the course of such proceedings, as well as any decision or award
made or declared by the arbitral tribunal, which in each case shall be deemed to constitute
Confidential Information.