GENERAL TERMS AND CONDITIONS FOR NOVACURA FLOW COMMUNITY
These general terms and conditions (the “Terms and Conditions”) governs the rights and obligations between Novacura AB (corp. reg. no 556675-8156), hereinafter referred to as “Novacura”, and the user (the “Customer” or “Developer”) of Novacura’s website community.novacuraflow.com (the “Site”) which includes an online market place (“Novacura Market Place”). The Customer/Developer may be (i) a customer of Novacura (the “Novacura Customer”), (ii) a partner company of Novacura or (iii) one of Novacura’s affiliated companies ((ii) and (iii) hereinafter jointly referred to as the “Partner Company”).The individual person accepting these Terms and Conditions on behalf of the Customer/Developer warrants that he/she has all necessary legal permissions to enter into these Terms and Conditions on the Customer’s/Developer’s behalf. Unless these Terms and Conditions are entered into the Customer/Developer has no right to use the Site, Novacura Market Place, nor any Flows.
1.1.1 The Site contains Novacura Flow Community (as defined below). Through Novacura Flow Community the customers can discuss and share experiences regarding the Flows as well as regarding Novacura’s products.
1.1.2 Furthermore, the Site contains Novacura Market Place, in which customers may up- and download Flows (as defined below). The Flows may be used in the customer’s own installation of Novacura’s software Novacura Flow, and the customers are entitled to modify the Flow as well as use the Flow as a basis for further development in accordance with the provisions set forth in these Terms and Conditions.
1.2 Novacura Market Place
1.2.1 Novacura’s customers may access the shop at the Novacura Market Place to purchase Flows in accordance with these Terms and Conditions. “Flows” referred to in these Terms and Conditions means workflows, configurations and other software materials for use in Novacura’s software Novacura Flow.
1.2.2 Novacura Market Place and the Flows are provided on an “as is”-basis, without any warranty, either expressed or implied, regarding reliability, accuracy or completeness.
1.3 Purchase of Flows
1.3.1 In order to place an order on Novacura Market Place, the Customer must accept these Terms and Conditions and undertakes to comply with the Terms and Conditions in their entirety and acknowledges and confirms that he/she has read the in-formation regarding personal data and cookies and approves of the use according to these Terms and Conditions.
1.3.2 The purchase, for which these Terms and Conditions applies, is not finally binding until Novacura has confirmed the Customer’s order and the Customer has received an order confirmation from Novacura via its user account on the Site. The Custom-er may withdraw any order until it has been confirmed by Novacura.
1.3.3 The prices for each Flow are indicated in the price list on the Site. All prices are in Swedish kronor (SEK). Value added tax and other taxes, fees, and charges shall be charged in addition to such fees and other remuneration. Novacura is entitled to, in its own discretion, continuously revise the price list. Any revisions of the price list shall become effective immediately.
1.3.4 Payment shall be made against invoice, within thirty days from the date of the in-voice. Any complaints regarding an invoice shall be submitted in writing not later than ten days from the Customer’s receipt of the invoice. If payment is not made when due, Novacura is entitled to charge penalty interest after the due date, in accordance with Swedish law.
1.3.5 The Customer may use earned Credits (as defined below) to purchase and down-load Flows on Novacura Market Place, at rates in accordance with Novacura’s prevailing Price List.
1.4 Support and maintenance
Novacura does not provide any support or maintenance in respect of purchased Flows without a separate support agreement.
1.5 Intellectual Property Rights
1.5.1 Novacura is the holder of the copyright for all Flows that are made available for download on the Novacura Market Place. The Flows are made available for down-loading solely for the Customer’s use in accordance with these Terms and Conditions. To the extent permitted by mandatory law, the Customer agrees that it will not sell, lease, lend, convey or transmit the Flow to any third party.
1.5.2 Subject to the Customer’s compliance with these Terms and Conditions, the Customer is entitled to use, download, print, display, modify and create derivative works based on Flows which the Customer has purchased in accordance with Section 1.3 solely for the Customer and its affiliate’s business purpose.
1.5.3 No logo, graphic, sound, or image from Novacura Market Place may be copied or retransmitted unless expressly permitted in writing by Novacura. Nothing contained on the Site should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of Novacura’s trade names, trademarks or service marks without Novacura’s express prior written consent.
1.6 Prohibited actions
The Customer is not entitled to decompile or disassemble any binary code owned by Novacura.
1.7 Registration; User names and passwords
1.7.1 In order to access certain areas of the Site, such as Novacura Community (as de-fined below) and Novacura Market Place, the Customer may be required to register a user account. For that purpose, Novacura will create a user name and password which will be sent to the Customer in connection with it becoming a customer to Novacura.
1.7.2 The Customer’s user name and password are for the Customer’s use only, and not for use by any other person. The Customer is responsible for ensuring that its employees and personnel maintains the confidentiality of any password that may be used to access the Site, and agrees not to transfer any password or user name, or lend or otherwise transfer use of or access to the Site, to any third party. The Customer is fully responsible for all interaction with Novacura that occurs in connection with a user name and password attributable to the Customer. The Customer agrees to notify Novacura immediately of any unauthorized use of password or user name or any other breach of security related to the Customer’s account or the Site, and to ensure that the Customer “log off”/exit from the Customer’s account (if applicable) at the end of each session. Novacura is not liable for any loss or damage arising from the Customer’s failure to comply with any of the foregoing obligations.
1.7.3 The type of agreement the Customer has with Novacura may determine to what ex-tent the Customer’s may access and purchase Flows through Novacura Flow.
1.8 Novacura Community
1.8.1 “Novacura Community” means the discussion group, chat area, Q&A-area, feed-back and other interactive community functions that may be available on the Site from time to time.
1.8.2 Novacura Community users may post messages or make statements in the Novacura Community that are inaccurate, misleading or deceptive. Novacura neither endorse nor is responsible for any opinion, advice, information or statements made in the Novacura Community by third parties. Novacura is not responsible for any in-formation or materials made available through the Novacura Community (including without limitation errors or omissions in Novacura Community postings or links or images embedded in Novacura Community messages) or results obtained by using any such information or materials. Under no circumstances will Novacura be liable for any loss or damage caused by the Customer’s reliance on such information or materials. The opinions expressed in the Novacura Community reflect solely the opinions of the individuals who submitted such opinions, and may not reflect the opinions of Novacura.
1.8.3 Novacura reserves the right to delete messages sent to Novacura Community or otherwise prevent the further spreading of the message if the message has criminal content, if the user has infringed copyright or other legal rights or if Novacura considers the message inappropriate for any other reason. Should the Customer discover messages with such abusive content, the Customer may report it to Novacura by sending an e-mail to firstname.lastname@example.org.
2. Terms and Conditions for the development and uploading of Flows
2.1.1 The Developer approves Novacura to market, sell and distribute Flows on Novacura Market Place or any other interface that enables the download and purchase of Flows from Novacura.
2.1.2 Novacura will review the Flow prior to making the Flow available on Novacura Market Place. Notwithstanding the foregoing, Novacura takes no responsibility should the Flow submitted and published on Novacura Market Place be defective or contain any viruses, spyware, “Trojan horses”, malicious software, or malware.
2.1.3 Novacura is entitled to market, sell and distribute Flows worldwide. The Developer agrees that Novacura has no obligation to market, distribute and sell the Flow submitted by the Developer.
2.1.4 The Developer agrees that Novacura does not guarantee that the Flows can be protected from misuse, and that Novacura cannot be held liable for this or other technical faults.
2.2.1 For each Flow the Novacura Customer submits to Novacura Market Place, the Novacura Customer is entitled to credit points in accordance with Novacura’s compensation list (the “Compensation List”) prevailing at the time of submitting the Flow (“Credits”). The prevailing compensation list is available at Novacura Market Place. The Credits will be credited and transferred to the Novacura Customer’s ac-count. Novacura has the sole right to determine the prices of the Flows as set out in the Price List, as well as other conditions of the Flows and usage of Novacura Flow.
2.2.2 The Novacura Customer may use earned Credits to purchase and download other Flows, at rates in accordance with Novacura’s at the time prevailing price list (the “Price List”). Novacura has the exclusive right to determine the functionality and operation of the business for Novacura Market Place and has the sole right to determine the prices of the Flows as set out in the Price List, as well as other conditions of the Flows and usage of Novacura Market Place.
2.3.1 The Partner Company is entitled to a kickback compensation on the sale of Flows that the Partner Company has submitted to Novacura Market Place.
2.3.2 For each such Flow purchased by a user of Novacura Market Place, the Partner Company is entitled to receive compensation corresponding to sixty percent (60 %) of the consideration that Novacura receives from the purchase (the “Compensation”).
2.4 Intellectual Property Rights
2.4.1 By submitting Flows, the Developer transfers and assigns to Novacura all right, title and interest in and to the submitted Flow. Novacura shall be the sole owner of all intellectual property rights in and relating to the Flow and any thereto related documentation. Except with the prior written consent by Novacura, the Developer shall not use such Flows for any purpose other than in accordance with the granted license in accordance with Section
2.4.2 below. Novacura may in its sole discretion transfer, license, amend, create derivative works or use the Flow for any purpose whatsoever. Novacura shall be entitled to apply for protection of any intellectual property rights relating to the Flow without any restrictions whatsoever.
2.4.3 Subject to the Developer submitting the Flow to Novacura and compliance with the terms and conditions of these Terms and Conditions, Novacura hereby grants to the Developer, and the Developer hereby accepts from Novacura, a non-exclusive, perpetual and irrevocable right to use, and grant affiliates within the Developer’s group of companies the right to use, any Flows submitted to Novacura Flow by the Developer. For the avoidance of doubt, this granted license does not entitle the Developer to sell or otherwise transfer the Flows to any third party.
2.4.4 Novacura holds all rights attributable to Novacura Flow and all the technology, content, information, services, trademarks and other intellectual property rights used in connection with Novacura Flow. These Terms and Conditions does not and should not be interpreted as meaning that the Developer obtains a license or other right to any information, software, documentation and related material, to which Novacura gives the Developer access (beyond the rights expressly stated in these Terms and Conditions).
2.5 Developer’s warranties
The Developer warrants that:
(a) the Developer has the right and authority to enter into and perform its obligations under these Terms and Conditions;
(b) prior to submitting any Flows to Novacura, the Developer has, in relation to any licensors, employees, members or other rights owners, made binding reservations that the Developer has obtained the necessary rights to exercise all rights granted under these Terms and Conditions, and that the Developer is solely responsible for and will pay any licensors, employees, members or other rights holders remuneration, royalties or the like related to such content;
(c) none of the following will be contrary to any law, contain any defamatory material, or violate or infringe any intellectual property, proprietary rights or other rights accruing to any person or entity (including contractual rights, copyright, trademarks, patents, trade secret or moral rights): (i) the exercise of the rights granted under these Terms and Conditions, (ii) materials included in the Flow, (iii) the sale or distribution of Flows in accordance with these Terms and Conditions, or (iv) all messages or instructions of the Developer, for or in connection with any Flow;
(d) the content of the Flow is free from viruses, spyware, “Trojan horses”, malicious software, or malware, and it will not do harm to person or property.
The Developer agrees to indemnify Novacura for all losses, claims, liabilities, damages and actions (including reasonable attorney’s fees) arising related to the content or any breach of the Developer’s representations, warranties or obligations set out in these Terms and Conditions.
3. Limitation of Liability
3.1 Novacura’s liability under any cause of action arising under these Terms and Condition shall not exceed the purchase price paid in respect of the relevant Flow giving rise to the event(s).
3.2 Novacura is under no circumstances responsible for the Customer’s loss of profits, loss of earnings or goodwill, loss due to disruption, loss of data, and the Customer’s liability against third party, or indirect or consequential damage of any kind whatsoever.
4. Term and termination
4.1 Novacura may, at any time, terminate or suspend the Customer as a registered user in Novacura’s sole discretion. If Novacura terminates the Customer as a registered user, Novacura reserves the right to deny the Customer’s reapplication at any time in Novacura’s sole discretion. The Customer may terminate its user account at any time, for any reason, by notifying Novacura in writing of the intent to do so.
4.2 Upon any termination or, at Novacura’s discretion, suspension, all rights and licenses granted to Customer by Novacura will cease, including the Customer’s right to access the Site, and the Customer agrees to destroy any and all Confidential In-formation (as defined in Section 5 below) that is in the Customer’s possession or control. At Novacura’s request, the Customer agrees to provide certification of such destruction to Novacura. No refund or partial refund of any fees paid here-under or any other fees will be made for any reason. Following termination of these Terms and Conditions, Sections 2, 5, 6, 7, 9, 8 and 9 shall continue to bind the par-ties.
All information which is not publically available, whether oral or written or in visual, electronic or tangible form, regarding or otherwise relating to Novacura or to any of its business matters, which has been disclosed or may be disclosed to the Customer or which the Customer has or may otherwise become aware of in connection with these Terms and Conditions (“Confidential Information”) shall at all times be kept strictly confidential by the Customer and not be used by it for any other purpose than the performance or enforcement of these Terms and Condition, nor be disclosed by it to any third party without the prior written consent of Novacura (such consent not to be unreasonably withheld). The obligation of confidentiality does not apply when the Customer is required by law, regulation or a governmental decision to disclose information.
6. Personal Data and cookies
6.1 Personal Data
6.1.1 Through the provision of Novacura Flow, Novacura may process such certain personal data that Novacura may process on behalf of the Customer in relation to the Customer’s employees, consultants, customers and/or other persons whose personal data are collected and processed by the Customer and, directly or indirectly, submitted to Novacura (“Personal Data”). Novacura may process Personal Data only for purposes necessary for managing the Site, Novacura Market Place and in relation to Flows, and only in accordance with other instructions from the Custom-er. Novacura shall at all times act in accordance with applicable data protection legislation (including but not limited to the EC Directive 95/46 on the protection of individuals with regard to the processing of Personal Data and on the free movement of such data) and shall stay informed of its content.
6.1.2 In the event that Novacura wishes to contract a subcontractor for purposes necessary for managing Novacura Flow, Novacura shall ensure that such subcontractor acts in accordance with the applicable data protection legislation and follow instructions that may be given from time to time by the Customer.
6.1.3 After the termination of these Terms and Conditions for cause, Novacura will upon request from the Customer return all Personal Data to the Customer in the available format and in accordance with Novacura’s defined routines. Novacura will charge for this in accordance with its from time to time applicable standard hourly fees. Novacura does not guarantee that the Personal Data could be accessed and used properly in applications not provided by Novacura.
6.2.1 Novacura use so called cookies on the Site. Cookies are small text files that are saved on the Customer’s computer and that Novacura’s web server uses to provide the Customer with access to some of the functions available on the Site.
6.2.2 There are two types of cookies: 1) a saved cookie (permanent cookie) which remains on the Customer’s computer for a determined period of time, 2) a temporary cookie (session cookie) which is stored temporarily in the computer’s memory during the time that the Customer is visiting a web page. Session cookies disappear when the web browser is closed.
6.2.4 Permanent cookies are used to store any personal settings the Customer may have at the Site. Session cookies are primarily used to the Site does not use session cook-ies.
6.2.5 By accepting the Terms and Conditions, the Customer agree to the processing of cookies as described above. If the Customer does not accept cookies being used, the cookies can be turned off in the security settings of the web browser. The Customer can also set the web browser to ask for permission each time the Site tries to place a cookie on the computer. The Customer can also use its web browser to delete previously stored cookies. See the web browser’s help pages for more information. Cookies can at all times manually be deleted from the hard drive.
6.2.6 Please note that if cookies are not accepted, functionality may be limited for some parts of the Site and the Site may not work as intended.
7. Changes to these Terms and Conditions
Novacura reserves the right to change these Terms and Conditions at all times. Any changes to these Terms and Conditions will be posted on Novacura Flow. Changes will become valid immediately following publishing. Please note that Novacura has no obligation to inform the Customer of any changes made to these Terms and Conditions. Hence, Novacura recommends that the Customer regularly remains up-dated on the Site in order to become aware of any changes to these Terms and Conditions.
If any provision of these Terms and Conditions is held to be invalid or unenforceable by any competent court, authority or arbitral tribunal, the remainder of that provision and all other provisions will remain valid and enforceable to the fullest extent permitted by applicable law, and the parties shall negotiate any necessary changes to these Terms and Conditions to maintain the spirit of these Terms and Conditions and the framework, structure and operation of the transactions contemplated by these Terms and Conditions.
9. Governing law and disputes
Any dispute regarding the interpretation or application of these Terms and Conditions shall be governed by and construed in accordance with Swedish laws excluding its conflict of laws principles providing for the application of the laws of any other jurisdiction and shall be exclusively settled by the courts of Sweden.
These Conditions were established by Novacura AB on 2015-10 -01