This User Agreement (the “Agreement”) sets forth the terms and conditions under which Geometra agrees to license to subscriber (the “Subscriber”) certain software (the “Software”) on a software as a service basis and provide all other services necessary for productive use of such Software including user identification and password change management, data import/export, technical support, backup and recovery, and change management (the “Services“).
Geometra grants Subscriber a renewable, irrevocable (unless as provided for herein), nonexclusive and worldwide right for any Subscriber employee, contractor, or agent, or any other individual or entity authorized by Subscriber, (each, an “Authorized User”) to access and use the Services. Subscriber shall pay the Service Fee (as hereinafter defined) for each Authorized User. Subscriber’s rights to use the Services supplied by Geometra may not be assigned without the prior written consent of Geometra, which Geometra shall not unreasonably withhold nor delay. Geometra may assign its rights hereunder to any person who acquires (by merger, acquisition or otherwise) all or substantially all of Geometra’s assets or business without Subscriber’s consent.
The method and means of providing Services shall be under the exclusive control, management, and supervision of Geometra, giving due consideration to the requests of Subscriber. Services (including data storage), may be provided from various locations and countries.
Services shall include for each Authorized User data storage. Geometra shall immediately notify Subscriber when Subscriber has reached eighty percent (80%) of an Authorized User’s then-current data storage maximum.
During the term Geometra shall not reduce or eliminate the functionality in the Services but may in other respects alter the Services. Where Geometra increases minor functionality in the Services, such functionality shall be provided to Subscriber without any increase in the Service Fee. If Geometra launches a major functionality or a new product could give an increase in the Service Fee.
Geometra shall provide technical support via web, email or telephone, during office hours, week days between 9.00 AM and 5.00 PM (CET) (public holidays in Sweden excluded). Geometra shall also provide bug fixes, corrections, modifications, enhancements, upgrades, and new releases to the Software to ensure the functionality of the Services, as described in the documentation (available at Geometra’s web site) (the “Documentation”). Services Fees shall be inclusive of the fees for support.
No more than once annually, Geometra shall have the right to request from Subscriber its certification of compliance with the permitted number of Authorized Users.
This Agreement is legally binding, in respect of each Authorized User, from the date upon the Service Fee is actually paid by the Subscriber for such Authorized User (the “Effective Date”) until terminated as provided for herein. Unless this Agreement is terminated earlier in accordance with the terms set forth herein, the Agreement shall commence on the Effective Date and continue for a term of one (1) year, ninety(90) days or thirty (30) days (the “End Date”). Unless terminated prior to the End Date, the Agreement shall automatically renew for successive one (1) new term (each, a “Renewal Term“) until terminated prior to the last day of the then current Renewal Term.
The Agreement may be terminated by any party immediately upon notice if the other party commits a material breach of the Agreement, which breach is not cured within thirty (30) calendar days following written notice to such party. No refund will payed on a started new licenses period.
Upon termination of this Agreement, Geometra is under no obligation to return to Subscriber any stored data or provide transitions services.
Subscriber shall be responsible for and shall pay to Geometra the Service Fees applicable on the date the parties agree on the provision of the Software/Services. Service Fees do not include VAT or any other federal, state or local taxes. Any such taxes shall be paid by Subscriber. Any sum due Geometra for the Services for which payment is not otherwise specified shall be due and payable thirty (30) calendar days after receipt by Subscriber of an invoice from Geometra.
If Services do not conform in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in the Documentation, Geometra shall take commercial reasonable steps to rectify the defect and, if not successful, may terminate this Agreement and credit Subscriber the Service Fee for the actual term.
If Services are held to infringe any valid patent or other right and, in the opinion of Geometra, be held to constitute such infringement, Geometra may at its expense, either; (a) procure for Subscriber the right to continue using the Software/Services; (b) replace the Software/Services with a suitable non-infringing Software/Services; (c) suitably modify the Software/Services, while maintaining its conformance to the Documentation; or (d) terminate this Agreement and refund the Service Fee for the actual term.
Geometra will take reasonable commercial steps to protect, store and back-up Subscriber’s data (the “Subscriber Data”) in a safe and technical prudent manner. Further, Geometra shall (a) ensure the security and confidentiality of the Subscriber Data; (b) protect against any anticipated threats or hazards to the security or integrity of the Subscriber Data; (c) protect against unauthorized disclosure, access to, or use of the Subscriber Data; (d) ensure the proper disposal of Subscriber Data; and, (e) ensure that all employees, agents, and subcontractors of Geometra, if any, comply with all of the foregoing.
Sec. 11-13 states the entire liability of Geometra and the exclusive remedy of Subscriber, with respect to non-conformity, infringement or loss/damage to Subscriber Data. Geometra makes no other representations, warranties or conditions, expressed or implied, statutory or otherwise, regarding the Software and the Services, its quality, functionality, its non-infringement or otherwise. In no event shall Geometra be liable for any special, consequential, indirect, punitive, incidental or consequential damages, such as excess costs incurred, data loss or loss of profit or revenue.
The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Agreement or to use such Confidential Information for any purposes whatsoever other than the performance of this Agreement. The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential.
Subscriber acknowledges that the Software shall remain the sole and exclusive property of Geometra.
This Agreement shall be governed by and construed in accordance with the laws of Sweden. Subscriber hereby consents and submits to the jurisdiction and forum of Sweden all questions and controversies arising out of this Agreement.
Neither party shall be liable for delays or any failure to perform the Services or this Agreement due to causes beyond its reasonable control.