This Subscription Services Agreement (“Agreement”) is a legal Agreement between you on the one side and on the other side FAVRO AB, 559102-5381, with its registered address on Dragarbrunnsgatan 41A, SE-753 20 Uppsala, Sweden, (called “FAVRO” or “we” in this Agreement) which governs your use of the Service (as defined below).
FAVRO and/or its affiliates and licensors owns the Favro service, which is a website and a mobile app available from the website www.favro.com, as well as all related documentation, software and any available updates, new versions and upgrades, if any (hereinafter referred to as the “Service”), or has the rights to license the use of the Service, and is willing to grant to you a limited license to access and use such Service on the following terms.
By clicking a box indicating your acceptance of this Agreement, completing the registration process or merely using the Service, you agree to be bound by the terms of this Agreement.
This Agreement is applicable to “Owners”, who manage and run a team connected to an account, such team is hereinafter called an “organization”; and “Members” who are invited to join an existing organization that has already been created in the Service by an Owner. The term “you” encompasses all users, including Owners and Members. If you, who have agreed to be bound by the terms of this Agreement, invite other persons to use the Service, you shall be fully responsible, to the extent permitted by law, for the other people’s use of the Service and shall advise them of the terms and conditions in this Agreement and that they by using the Service are agreeing to be bound by this Agreement. Further, by accepting this Agreement you acknowledge and agree that the terms of this Agreement will apply not only to the current organization you are signing up for, but also to every new organization(s) you’re being part of. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” and “your” shall refer to such entity. If you do not have such authority, or if you do not agree with the terms and conditions of this Agreement, you must not accept this Agreement and may not use the Service. If you are entering into this Agreement as an individual, you represent and warrant that you are over the age of 18, or the legal age of majority in your jurisdiction of residence.
When you register a new account you will identify an Owner’s user name and password for your account. After you have created an account, you may create one or several organization(s), run by one or more Owner(s), and your account will be automatically added to that organization. You may then invite additional users to become Members under your organization. When you invite others to participate, you will determine their role and level of access. The total number of users is limited to the maximum number permitted for your organization (if any such limitations apply). You are responsible for maintaining the confidentiality of the access data for your account and you are responsible for all activities that occur under your account and/or organization, regardless of whether the activities are undertaken by you, your employees or a third party (including your contractors or agents) and, except to the extent caused by our breach of this Agreement, FAVRO is not responsible for unauthorized access to your account and/or organization. You must notify FAVRO immediately of any unauthorized use of your account and/or organization or loss of information. You agree to keep all information on or relating to your account and/or organization complete, accurate and up to date (including without limitation any payment and contact information).
FAVRO reserves the right to update and change the Agreement from time to time. Notice of any material change will be posted on FAVRO’s website. If any change in the Agreement is not acceptable to you, your only remedy is to stop using the Service. If you use the Service after the revised Agreement has become effective, this will constitute an acceptance of the revised Agreement.
- ESCRIPTION OF SERVICE FAVRO grants you a non-exclusive, non-sublicensable and non-transferable right to access and use the Service during the term of the Agreement and in accordance with the terms and conditions of the Agreement. You acknowledge that we may at any time make changes to the Service or any feature or functionality thereof, and unless explicitly stated otherwise, any new features of the Service, including the release of new tools and resources, shall be subject to this Agreement. Any changes which we consider to be substantial will be posted on our website.
3. APPLE DEVICE AND APPLICATION TERMS If you are accessing the Service via an application obtained through the Apple App Store (an “Application”), the following shall apply:
- You acknowledge that this Agreement is concluded between you and FAVRO only, and not with Apple, and FAVRO, not Apple, is solely responsible for the Application and the content thereof.
- The Application may only be used in connection with an Apple device, which you own or control.
- You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Application.
- In the event of any failure of the Application to conform to an applicable warranty (if any), you may notify Apple, and Apple will refund the purchase price (if any) for the Application to you and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Application.
- You acknowledge that FAVRO, not Apple, is responsible for addressing any claims you or any third party may have in relation to the Application.
- You acknowledge that, in the event of any third party claim that the Application or your possession and use of that Application infringes that third party’s intellectual property rights, FAVRO, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim, on the terms set out in this Agreement.
- Both FAVRO and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third party beneficiary thereof.
4. BILLING AND PAYMENT If you are a new customer, you may use the Service for free during the fixed free trial period, the length of which will be specified on www.favro.com as updated from time to time. After the free trial period has elapsed you will have to either stop using the Service or start paying for your organization under a payment plan. By upgrading to a payment plan, you agree to pay in advance the amount due for each subscription period based on your usage. Our current pricing and available subscription period is found on our official website, as well as specific details on what features are included in the different levels of payment plans. Your payment plan will remain in effect until it’s cancelled or terminated under this Agreement. If you don’t pay for your payment plan on time, we will have the right, in our own discretion, to terminate your account and this Agreement with immediate effect. Further, we may offer certain users to participate in a payment plan free of charge, provided the Services will be used by the users solely for educational and other non-commercial purposes, as defined on www.favro.com as updated from time to time (an “Educational License”). If you accept such an offer, and upon FAVRO’s request, you agree to participate in testing of the Services as organized by FAVRO. Further, you agree to provide FAVRO with comments, suggestions, information and other forms of feedback regarding the Services, and you hereby grant FAVRO an unlimited license to use such feedback. The applicable terms for such Educational License will be specified by FAVRO from time to time, but we reserve the right, in our absolute discretion, to determine your eligibility for an Educational License, and to withdraw or to modify an Educational License at any time without prior notice and without any liability. Only a taxable person may upgrade an organization to a payment plan. By “a taxable person” is meant any person or body who independently carries out in any place any business activity. By signing up for a payment plan, you represent that you are a taxable person, and you agree to indemnify FAVRO AB for any additional taxes or fees, which may be imposed on FAVRO AB as a result of your using the Service. We offer different payment plans, as specified on www.favro.com from time to time. You may at any time upgrade from one payment plan to another. In such case you will immediately be charged the full amount of the then-current rate for the new payment plan (and any auto-renewals thereof), as provided on www.favro.com. You may at any time downgrade your plan level prior to the end of your subscription period. Please note however that you will not receive any refunds or credits for payments already due under your current billing cycle. If you need to increase your amount of users, you may do so by inviting new Member(s) to your organization. If the number of users increases, or, as applicable, exceeds the upper threshold of your current user batch, then FAVRO will make a one-time, prorated charge to your credit card to cover your new user(s) or, as applicable, batch of users in your organization for the remainder of the current billing period, or send you an invoice of this amount. You may at any time decrease the number of users by excluding user(s) from your organization. If the number of users decreases or, as applicable, goes below the lower threshold of your current user batch, and if you are paying against credit card, FAVRO will stop charging you for those user(s) or, as applicable, that unused user batch as from the date when the change was made, and will add a pro-rated credit to the payment plan connected to your organization for the time you have already paid for this unused user or user batch. You will keep this credit until it has been fully used for purchase relating to your existing organization (e.g. renewal of the subscription or an upgrade) or until you change your payment plan. If you decrease the number of users, and you are paying against invoice, you will not receive any refunds or credits for payments already due under your current billing cycle. Upon selection of a payment plan you will provide FAVRO with the necessary payment information, such as your credit card number and billing address. If you are paying by credit card, you hereby authorize FAVRO (or a billing agent acting on our behalf) to charge your credit card for all fees payable during the subscription term. We will automatically charge you at the end of each subscription period for the next subscription period. If you have earned a credit on the payment plan connected to your organization this will be used the next time we bill you, provided you remain on the same payment plan as when the credit was earned, and we will not start charging your credit card until your credit balance has run out. You may apply to make payments against invoice instead of credit card, and we might grant you this right in our full discretion. If you pay against invoice, and unless otherwise agreed, we will invoice you at the beginning of the first subscription term and at the beginning of each subsequent billing period. Each billing period will elapse on the last date of one calendar month, which means that if you sign up for the Service in the middle of a month, the first billing period will be the number of month(s) normally covered by the billing period plus as many days as were remaining of the first calendar month, from the date you signed up. All fees for the Service are the net amount and exclusive of any taxes. You agree to pay (to us or the appropriate taxing authority) any and all taxes, duties and tariffs, including, without limitation, sales, excise, value added, use, withholding, import/export fees and similar charges related to this Agreement (other than taxes based on FAVRO’s income). You agree to indemnify and hold harmless FAVRO for any costs or damages resulting from your breach of your obligations under this section regarding applicable taxes and duties. We may revise our Service rates at any time, or impose additional fees or charges. If you are on a payment plan, we will do this by providing you with at least 30 days’ notice prior to the next charge. Unpaid fees are subject to a late fee charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. All fees are stated in, and shall be paid in, the currency applicable for your country, as set out on www.favro.com.
5. TECHNICAL SUPPORT FAVRO will provide support and maintenance services for all paid versions of the Service. We strive to give you a first response for support queries within two business days from making your inquiry with our support team.
6. RESTRICTIONS ON USE AND SUSPENSION You may use and access the Service, directly or indirectly, only for lawful, authorized purposes and you shall not misuse the Service, directly or indirectly, in any manner. You shall comply with the terms of this Agreement and with any codes of conduct, policies, storage limitations or other notices FAVRO provides to you or publishes in connection with the Service from time to time. You, and not FAVRO, are entirely responsible for all content that you upload, post, transmit or otherwise make available through your account and/or organization. You agree NOT to, and may NOT cause or permit others to:
- send or store any material through the Service which is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
- send or store viruses or malicious code through the Service;
- use any components provided with the Service separately from the Service;
- sell, distribute, rent, lease, sublicense, display, modify, time share, outsource or otherwise provide, disclose or make available the Service in any manner to any third party;
- upload, post or transmit unsolicited commercial email or spam;
- promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals; or
- otherwise use the Service, directly or indirectly, for any purpose other than as specifically provided in this Agreement.
You are responsible for complying with all legal requirements, in the respect of law and order, including applicable intellectual property and privacy laws and regulations, relating to the collection, use, processing and transfer of any data or information submitted when using the Service. FAVRO does not prescreen user content. However, you agree that we may access your information and that we shall have the right, but not the obligation, in our own discretion to refuse, modify, move or remove any content that is available via the Service and which violates this Agreement or is otherwise objectionable. You acknowledge and agree that FAVRO may disclose user content if required to do so to comply with legal process or respond to claims that any user content violates the rights of third parties. FAVRO may suspend your right to access or use any portion or all of the Service immediately upon notice to you if we determine your use of the Service poses a security risk to FAVRO or any third party or if you are in breach of this Agreement.
7. INTELLECTUAL PROPERTY RIGHTS All title and intellectual property rights in and to the Service, and in all trade names, trademarks and service marks associated or displayed with the Service, will remain with and belong exclusively to FAVRO and its affiliates or licensors. You may not modify, copy, disassemble, reverse engineer, decompile or otherwise reduce to human readable form any software associated with the Service or access the Service in order to copy any ideas, features, content, functions or graphics or the Service. As between you and FAVRO, you own all right, title, and interest in and to any data and content you upload, post, transmit or otherwise make available through the Service. You consent to FAVRO’s use of your content, including but not limited to copying and creating derivative works, to the extent this is necessary to provide the Service to you. If you give FAVRO any feedback or suggestions regarding the Service, you grant FAVRO an unlimited, irrevocable, perpetual, world-wide, royalty-free license to use any such feedback or suggestions for any purpose without any obligation to you.
8. CONFIDENTIALITY By virtue of this Agreement you may get access to information that is confidential, of both commercial and technical nature, including without limitation software code and designs, product specifications and documentation, business, marketing and product plans, or technology, and information whether disclosed verbally or visually that is of a nature or disclosed in a context that a reasonable person would understand to be confidential. You agree to hold such confidential information in confidence during the term of the Agreement and for a period of 10 years thereafter. Also, you will disclose confidential information only to those employees or agents who are required to access it in furtherance of this Agreement and who are obligated under written agreements to protect it against unauthorized disclosure. Your obligations of confidentiality under this Agreement will not apply to information which you can document or show by other admissible evidence (i) is in the public domain or known in the industry without the breach of any agreement or fiduciary duty or the violation of any law, (ii) was known to you prior to the time of disclosure without the breach of any agreement or fiduciary duty or the violation of any law, (iii) is proven by contemporaneous records to be independently developed by you without use or access to the Confidential Information.
9. THIRD PARTY PRODUCTS "Third-Party Products" means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Service. These products and services include non-Favro apps and other integrations available from favro.com. Third-Party Products are not under our control. Third-Party Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warranty the Third-Party Product.
10. TERM AND TERMINATION This Agreement will commence on the date of you registering a new account and the term of the Agreement shall be as long as the payment plan you signed up for, with corresponding automatic renewal periods. Unless otherwise agreed, the initial term will be one (1) month (“Term”) and it will automatically renew for additional one (1) month’s Term at the then-current price for the Service, unless terminated by either party. Either party may at any time immediately terminate this Agreement: (a) in the event the other party has materially breached this Agreement which is not curable; or (b) in the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against the other party; or in the event of the appointment, with or without the other party’s consent, of an assignee for the benefit of creditors, or of a receiver; or if the other party admits in writing its inability to pay its debts when due. In addition to the foregoing, you may at any time stop using the Service. Section 4 above sets forth how this will affect your payment obligations to FAVRO. In addition, FAVRO may at any time immediately terminate this Agreement and your access to the Service, or suspend or restrict your access to the Service, in whole or in part, if FAVRO determines in its sole and exclusive judgment that terminating your access to the Services is advisable for security reasons, to protect FAVRO from liability, or for the continued normal and efficient operation of the Service. FAVRO will use its best efforts to notify you prior to any such suspension, restriction or termination, but will have no liability to you for failure to provide such notice. Immediately upon termination of this Agreement, all rights and licenses granted herein will terminate and you shall stop accessing or using the Service. You agree and acknowledge that FAVRO has no obligation to retain your data and that your data may be deleted following the termination of this Agreement. Upon your request, FAVRO shall be obliged to delete all your data, unless legally prohibited, and report to you in what way this has been done. In the event of termination you will not be entitled to any refunds of any usage fees or any other fees, and any outstanding payment obligations through the date of termination will be immediately due and payable. Any other provisions, which by their nature should survive termination or expiration of this Agreement, will so survive, including but not limited to sections 7, 8, 11, 12, 13, 14, 15 and 18.
11. INDEMNIFICATION ETC You agree to indemnify, defend and hold harmless FAVRO, its affiliates, officers, directors, employees, consultants, agents and suppliers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys’ fees) arising from your use of the Service or Third-Party Products or your violation of this Agreement. FAVRO will, at its own expense, defend you against any claim brought against you by a third party alleging that your authorized use of the Service under this AGREEMENT infringes a third party’s intellectual property rights (a “Claim”), provided that FAVRO have received from you: (a) prompt written notice of the Claim; (b) reasonable assistance in the defense and investigation of the claim, including providing us a copy of the claim and all relevant evidence in your possession, custody or control; and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the claim. If your use of the Service are found to infringe a third party’s intellectual property rights, FAVRO, at its own expense, may either (i) obtain rights for you to continue using the Service, or (ii) modify the Service while maintaining substantially similar functionality, or (iii) terminate your right to continue using the Service and refund a pro-rated Service fee, set in relation to the remaining duration of your subscription. FAVRO’s obligations under this section will not apply to any Claims arising out of, or resulting from: (i) any part of the Services not developed by FAVRO; (ii) any modifications of the Service made by anyone other than FAVRO if the alleged infringement relates to such modification, (iii) a combination of the Service with other software, products, services, processes or materials not provided by FAVRO where the alleged infringement relates to such combination, (iv) your continued alleged infringing activity, after having been notified by FAVRO that such activity is or may be infringing; (v) failing to use a more current release of the Service where such newer release would prevent, avoid or minimize the alleged infringement without significant loss of performance or functionality, (vi) use of the Service not strictly in accordance with this or any other written Agreement signed by an officer of FAVRO, (vii) any “open source” software included in or used with the Service. THIS SECTION STATES FAVRO’S SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY SERVICE PROVIDED BY FAVRO UNDER THIS AGREEMENT.
12. DISCLAIMER THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER. FAVRO, ITS AFFILIATES AND LICENSORS DO NOT WARRANT THAT ANY SERVICE WILL SATISFY YOUR REQUIREMENTS, THAT ANY SERVICE IS WITHOUT DEFECT, ERROR OR WITHOUT DELAY, OR THAT THE OPERATION OF ANY SERVICE WILL BE UNINTERRUPTED. FAVRO, ITS AFFILIATES AND LICENSORS DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, MADE WITH RESPECT TO THE SERVICE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INTERFERENCE, NON-INFRINGEMENT AND INFORMATION CONTENT. WE FURTHER DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE.
13. LIMITATION OF LIABILITY FAVRO DISCLAIMS AND REJECTS ANY LIABILITY TO YOU, OR ANY OTHER INDIVIDUAL OR ENTITY, FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE FOR INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICE (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOST COMPUTER USAGE TIME, AND DAMAGE TO, OR LOSS OF USE OF DATA). FAVRO’S ENTIRE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, IS LIMITED TO THE GREATER OF 10 USD OR THE AMOUNT ACTUALLY PAID BY YOU TO FAVRO FOR THE PAST 3 MONTHS OF THE SERVICE IN QUESTION.
14. ALLOCATION OF RISKS THE PROVISIONS OF SECTIONS 11, 12 AND 13 ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES AND ARE AN INTRINSIC PART OF THE BARGAIN BETWEEN THE PARTIES. THE FEES PROVIDED FOR IN THIS AGREEMENT REFLECT THIS ALLOCATION OF RISKS AND THE LIMITATION OF LIABILITY AND SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
15. EXPORT RESTRICTIONS You acknowledge that the Service, or part thereof, may be subject to export and import restrictions by certain governments, and you agree to comply with all applicable export and import laws and regulations in your use of the Service. YOU HEREBY WARRANT THAT (I) YOU ARE NOT LOCATED IN A COUNTRY THAT IS SUBJECT TO A US OR EU GOVERNMENT EMBARGO, OR THAT HAS BEEN DESIGNATED BY THE US GOVERNMENT OR EU AS A “TERRORIST SUPPORTING” COUNTRY; AND (II) YOU ARE NOT LISTED ON ANY US GOVERNMENT OR EU LIST OF PROHIBITED OR RESTRICTED PARTIES.
16. US GOVERNMENT RIGHTS The Service is a “commercial item” as that term is defined at FAR 2.101. If you are the US Federal Government (Government) Executive Agency (as defined in FAR 2.101), FAVRO provides the Service, including any related software, technology, technical data, and/or professional services in accordance with the following: If acquired by or on behalf of any Executive Agency other than an agency within the Department of Defense (DoD), the Government acquires, in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software), only those rights in technical data and software customarily provided to the public as defined in this Agreement. If acquired by or on behalf of any Executive Agency within the DoD, the Government acquires, in accordance with DFARS 227.7202-3 (Rights in commercial computer software or commercial computer software documentation), only those rights in technical data and software customarily provided in this Agreement. In addition, DFARS 252.227-7015 (Technical Data – Commercial Items) applies to technical data acquired by DoD agencies. Any Federal Legislative or Judicial Agency shall obtain only those rights in technical data and software customarily provided to the public as defined in this Agreement. If any Federal Executive, Legislative, or Judicial Agency has a need for rights not conveyed under the terms described in this section, it must negotiate with FAVRO to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement to be effective. This U.S. Government Rights clause in this section is in lieu of, and supersedes, any other FAR, DFARS, or other clause, provision, or supplemental regulation that addresses Government rights in computer software or technical data under this Agreement.
17. ASSIGNMENT You may not assign this Agreement in whole or in part without the prior consent from FAVRO, which consent shall not be unreasonably withheld; provided you may assign this Agreement in the event of a merger, acquisition, or reorganization relating to all or substantially all of your assets. FAVRO may assign this Agreement without any restrictions.
18. APPLICABLE LAW, DISPUTES This Agreement is governed by the laws of Sweden. 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 or three arbitrators. At least one of the arbitrators shall be a trial attorney with not less than 15 years experience in intellectual property and licensing. The seat of arbitration shall be Stockholm, Sweden, and the language to be used in the arbitral proceedings shall be English, unless the parties otherwise agree. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS AND PRIVATE ATTORNEY GENERAL ACTIONS ARE NOT PERMITTED. Notwithstanding the foregoing, FAVRO shall be entitled, at its own discretion, to bring action before a competent court of law in Uppsala, Sweden, or San Francisco, CA, USA, or Tokyo, Japan, with regard to payment of license fees and with regard to other claims the capital amount of which is less than EUR 50,000.