Terms of Service

GENERAL TERMS AND CONDITIONS

These General Terms and Conditions (the “Terms”) govern the acquisition and use of the services from Cevoid AB, company reg. no. 559238-6519, a limited liability company incorporated under the laws of Sweden (“Cevoid”). By accepting these Terms, either in connection with registering to use Cevoid’s Services such as the Brand Community Platform or by executing other document referring to these Terms, you agree that these Terms, together with applicable appendices, form part of a legally binding agreement between Customer (as defined below) and Cevoid (the “Agreement”). Cevoid and Customer are hereinafter each referred to as a “Party” and jointly as the “Parties”.

1.            INTRODUCTION

1.1. By registering to use the Service and entering into the Agreement, Customer commits to comply with the terms of the Agreement and any other instructions that Cevoid publishes via the Service from time to time. The Customer undertakes to comply with all laws and regulations applicable for its use of the Service.

1.2. Subject to the terms of this Agreement, Cevoid shall provide to Customer the Service (as defined below) according to the agreed Subscription Plan.

2.            ORDERING & START USING THE SERVICES

2.1. To start using the Service, Customer will be required to provide Cevoid with certain information and follow the procedure set out on Cevoid’s website to create an account and place an order. Customer’s order constitutes an offer to Cevoid to buy a subscription of the requested Service(s). Cevoid’s acceptance of that offer (and the formation of a legally binding contract between Customer and Cevoid according to these Terms) will take place when Cevoid confirms the order of the Service by activating Customer´s account.

3.            DEFINITIONS

“Customer Material” means data or material uploaded by Customer to the Service, generated from Customer´s use of the Service or otherwise communicated to or made available to the Service, including all User- Generated Content related to Customer’s use of the Service.

“Initial Subscription Period" means the initial subscription period specified in connection with Customer’s order to use the Service starting on the agreed Start Date.

“Missions” means a specific activity which the Customer encourages their Profiles to take part in through the Service in order to get or have a chance to receive a Reward, such as, but not limited to, weekly Instagram posts, sharing of social media handles, contribution of a certain type of photo.

“Office Hours” means between 08.00 am CET and 05.00 pm CET, Monday to Friday, excluding public holidays in Sweden.

“Profile” means an individual or business that, the Customer adds to the Service, interacts with the Customer through the Service, joins the Customer’s community/communities with the purpose to share User-Generated Content, carries out a Mission, receives a Reward and/or interacts with other Profiles through the Customer’s use of the Service on Customer’s website.

“Program Member” means a Profile that have opted in to the Customer’s Engage Module according to the Customer’s opt-in settings in the platform.

“Rewards” means any form of voucher, discount code, reimbursement or other form of rewards provided by a Customer to a Profile related to their participation in a Mission through the Customer’s use of the Service.

“Service” means the provision of Cevoid´s Software, available on a software as a service (SaaS) basis via the Internet at Cevoid’s websites.

“Software” means Cevoid’s proprietary software, including any changes, updates, upgrades, modifications and enhancements made thereto, and any related modules, add-ons, tools, browser plugins and applications as well as any documentation relating thereto.

“Start Date” means the date from which the Customer will have access to the Services. Where the Customer uses the Services for several brands each brand will have access to the Services on and from their respective start date.

“Subscription Renewal Period” means the agreed subscription renewal intervals beginning on the day immediately following the expiration of the Initial Subscription Period or after the expiration of a current Subscription Renewal Period, “Trial Period” means the period during which the Customer may test the Services without charge.

“User-Generated Content” means any material that is created by the Customer or a Profile and uploaded-, transferred-, posted- or made available to the Service, including any textual, graphic, visual or audio content.

4.            THE SERVICE

4.1. Subject to the terms of this Agreement, Cevoid shall provide to Customer the Service set out in this Agreement in accordance with the agreed Subscription Plan. Cevoid hereby grants to Customer, subject to Customer’s timely payments of the applicable fees under this Agreement and Customer’s continuous compliance with all the terms of this Agreement, a limited, non-exclusive, non-transferable and non-sublicensable right to use the Services in Customer’s business operations.

4.2. Customer shall be able to create an account to access the Service. Cevoid does not provide Customer with the means, including but not limited to devices and Internet connection, to use the Service, and Customer is solely responsible for arranging the required means to connect to and use the Service.

4.3. Cevoid is entitled to engage or replace a subcontractor in accordance with the Data Processing Agreement. If Cevoid is permitted to engage a subcontractor for the provision of the Service, or parts of the service, Cevoid is fully liable for such subcontractor’s compliance with the Agreement. Cevoid commits to entering into necessary agreements with such subcontractors to ensure that the subcontractor can provide the Service, or parts of the Service in accordance with this Agreement.

4.4. Cevoid shall make available user documentation for the use of the Service in form of manuals and other instructions. The user documentation shall be in English.

4.5. Cevoid commits to provide the service in a professional manner and in good market practice and in accordance with applicable laws.

5. SERVICEABILITY AND MAINTENANCE

5.1. The Service is commonly available 24 hours a day, 365 days a year. However, Cevoid does not guarantee and cannot be held liable for sudden defects, delays and interruptions. Cevoid reserves the right to temporarily interlude the performance of the Service for service purposes such as maintenance, upgrades, quality of delivery, and competitive strength.

5.2. Cevoid is allowed to take measures that affect the Service if they are required for technical, maintenance or operational reasons. Cevoid shall perform such action promptly and in a manner that limits interference as far as possible.

6.            CUSTOMER COMMITMENTS

6.1. The Customer is responsible for:
(a)         having the necessary hardware Internet connections and equipment for the use of, and access to, the Service;
(b)         activities performed by the Customer and its users within the framework of the Service, including the Customer’s handling of the Customer Material through the use of the Service (including deletion of Customer Material by the Customer);
(c)         providing and adhering to the necessary terms and privacy notices to Profiles covering Customer’s use of the User-Generated Content including special conditions applicable for activities carried out by Customer using the Service such as contests, Missions and Rewards;
(d)         that the Customer Material is not in conflict with applicable laws;
(e)         the accuracy of the information provided in connection with the registration and use of the Service;
(f)          to continuously update their contact information so that it is correct at all times;
(g)         to keep their access rights up to date in the Service.

6.2. The Customer may not use the Service in such way that Cevoid or anyone else suffers inconvenience or damage. Thus, the Customer may not handle Customer Material via the Service that is unlawful, infringe on the rights of third parties or that may be perceived as offensive or disorderly.

6.3. If Cevoid reasonably suspects that the Customer uses the Service in violation of the Agreement, Cevoid has the right, simultaneously with notifying the Customer of the reasons therefor, to suspend the Service for the Customer and/or prevent the Customer from transferring information and/or electronic documents to the Service and terminate the Agreement with the Customer with immediate effect, see also section 16.3 below. Cevoid shall reactivate the Customer’s access to the Service if the Customer makes it probable that the Customer has not used the Service in violation of the Agreement and there is no other reason for Cevoid to terminate the Agreement with the Customer.

6.4. The Customer understands and agrees that no User-Generated Content can be used unless the necessary licenses and consents have been obtained from the Profiles under applicable laws such as but not limited to copyright and marketing legislation including the Swedish Act on Names and Pictures in Advertising (Sw: Lag (1978:800) om namn och bild i reklam). The Customer hereby represents and warrants to Cevoid that all necessary licenses and consents have been obtained for User-Generated Content related to Customer´s use of the Service and that such licenses and consents cover Customer´s use of the User-Generated Content for the scope of the Services under this Agreement. Customer further warrants that it has the authority and rights to grant Cevoid the aforementioned licenses.

6.5. The Customer understands that it is the Customer’s responsibility as a data controller          under the General Data Protection Regulation (GDPR) for the processing of User-Generated Content to ensure that Profiles and other relevant data subjects are provided with sufficient information on the processing of their personal data in line with the requirements under relevant Data Protection Laws (as defined in Appendix 1).

7            REMUNERATION

7.1. The Customer shall pay to Cevoid the fees stipulated in the Agreement. Where the Parties have agreed on a fixed amount for the Initial Subscription Period and/or an onboarding fee, such fees shall apply on and from the end of the Trial Period (where applicable) and charged according to the agreed payment interval specified in connection with the Customer’s registration for the Service. The agreed annual or monthly license fees will apply for each Subscription Renewal Period which shall be paid in such intervals specified in connection with the Customer’s registration for the Service.

7.2. Cevoid, either directly or through its third-party payment processor (“Payment Processor”) will charge Customer for the fees via credit card or other payment mechanism agreed between the Parties. Cevoid will have the right to charge Customer´s credit card or other agreed payment method for any services provided to Customer by Cevoid under the Agreement, including recurring fees. It is Customer´s sole responsibility to provide Cevoid with a current and up to date credit card or other applicable payment information; failure to provide such information may result in suspension of Customer´s access to the Services. Cevoid will also have the right to set-off any Fees due from Customer to Cevoid. If Customer pays the fees through a Payment Processor such payment processing will be subject to the terms, conditions, and privacy notices of such Payment Processor in addition to this Agreement. Cevoid is not responsible for any error by, or other acts or omissions of, the Payment Processor.

7.3. If authorized by Customer through the Service or through Customer´s order of the Service, recurring charges (e.g., monthly or yearly billing) will be charged from Customer´s payment instrument without further authorization from Customer until Customer terminates this Agreement or changes its payment method in Customer´s admin-account.

7.4. All prices are exclusive of VAT and other taxes.

7.5. If the Customer's payment is delayed and Cevoid has requested the Customer in writing to pay the amount due, Cevoid may, after written request to the Customer, withhold further provision of the Service until the Customer has paid all amounts due and outstanding.

7.6. Cevoid reserves the right to change the prices set out in the Agreement and provide Customer with basis for such change upon thirty (30) days prior written notice, excluding any prices related to prepaid fees (where applicable) agreed under this Agreement. If the price change is major and the Customer objects to such change, Customer may terminate the Agreement by cancelling the Services through the Customer’s account, effective in thirty (30) days from receiving the notice.

7.7. In event of a delay in payment, default interest and other compensation shall be paid in accordance with applicable law.

8            AMENDMENTS

Cevoid reserves the right to change and/or make additions to these Terms at any time. Changes to the terms and conditions shall be notified to the Customer in a manner decided by Cevoid no later than one (1) month before the change takes effect. However, Cevoid always has the right to immediately make such changes and additions that are caused by law, ordinance or government decision. If changes and additions are to the significant detriment of the Customer, the Customer has the right to terminate the Agreement from the date that the change enters into force. Customer’s continued use of Cevoid’s Services after the updated Terms have become effective will constitute acknowledgment and acceptance of the modified Terms. The latest version of the Terms is always available at app.cevoid.com/ToS.

9            PERSONAL DATA

The Data Processing Agreement in Appendix 1 governs the processing of personal data carried out by Cevoid on behalf of Customer in connection with Customer’s use of the Service.

10         CUSTOMER MATERIAL AND USER-GENERATED CONTENT

The Customer, or its rightsholders, holds all rights to the Customer Material. Profile or its rightsholders holds all rights to the User-Generated Content. Cevoid is provided with a non-exclusive, sub-licensable, free, worldwide license to use the Customer Data and User-Generated Content to the extent necessary to provide the Service during the term of this Agreement. The aforementioned license includes a right for Cevoid to share the User-Generated Content with authorized subcontractors for the purpose of fulfilling its obligations under the Agreement and (subject to the DPA and confidentiality undertakings) to improve and develop the Service, as well as to delete any Customer Data and User-Generated Content at Cevoid’s own discretion to fulfil its obligations under the DPA and/or if the Customer Data and User-Generated Content is in breach of Cevoid’s terms and conditions e.g., containing violent, offensive or pornographic content.

11         CONFIDENTIALITY

11.1. Any technical, commercial or other information of a confidential nature disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”) shall be treated as strictly confidential and the Receiving Party shall use such information solely for its activities pursuant to the Agreement. The Receiving Party shall not during the term of the Agreement or thereafter without prior written consent from the Disclosing Party pass it on to any person or party, except to those of the Receiving Party´s employees and authorised sub-contractors and representatives for whom such information is required for the proper performance of their duties or rights under the Agreement and who are themselves bound by obligations of secrecy and non-use in respect thereof. The secrecy obligation shall, inter alia, apply to the terms and conditions of the Agreement, the Service, Software, license fees and all Customer Material and information about the Customer that Cevoid gains access to in connection with the Customer's use of the Service.

11.2. The confidentiality obligations set out above does not apply to confidential information which:

(a)         the Receiving Party can establish has become publicly available prior to the initiation of the Service, which become publicly available without any breach of this Agreement or due to a lawful governmental act, which is independently created or which are in the public domain;

(b)         was known by the Receiving Party prior to the disclosure thereof by the Disclosing Party;

(c)         properly comes into the possession of the Receiving Party from a third party which is not under any obligation to maintain the confidentiality; or

(d)         the Receiving Party is obligated to disclose pursuant to a judicial or other government order, provided that the Receiving Party shall provide the Disclosing Party prompt notice prior to any disclosure so that the Disclosing Party may seek other legal remedies to maintain the confidentiality of the confidential information.

11.3. The Parties’ obligations of confidentiality shall survive termination of the Agreement for a period of three (3) years thereafter (except with respect to any trade secrets where such obligations shall be perpetual) until such trade secret is no longer considered a trade secret through no fault of the Receiving Party in violation of this Agreement.

12.         MARKETING

12.1. Cevoid has the right to use the Customer's company name and trademarks/logotype in its marketing or as a customer reference.

12.2. The Customer agrees that Cevoid markets its own services and services provided by Cevoid’s partners to such e-mail addresses registered by the Customer’s users or in another way approved by the Customer. Cevoid shall comply with all applicable laws related to such marketing activities.

13         INTELLECTUAL PROPERTY

13.1. All rights, including but not limited to all intellectual property rights, to the Service and Software, including the technical solution and any content therein provided by Cevoid, belongs to Cevoid or its rights holders and are protected by law. The Agreement does not entail that any rights to the Service or rights created in connection with the performance of Cevoid’s obligations under the Agreement are transferred to the Customer. For avoidance of doubt, this clause does not limit the Customer's right to the Customer Material.

13.2. The Customer may not copy, modify or otherwise handle the platform, tools or other material belonging to the Service, nor transfer or grant the right to such material to others, unless it has been approved in writing by Cevoid.

13.3. Provided that full payment for the Service has been received, Cevoid grants a non-exclusive, non-transferable, non-sublicensable license to the Customer to use Cevoid's intellectual property rights to the extent required for the use of the Service and Software. Unless otherwise stated in writing, the limited license shall be valid until the Agreement expires.

13.4. The Customer may not reproduce, modify, adapt, change, translate, reconstruct, or create adaptations of the Service, in whole or in part, without Cevoid's written consent.

14         CUSTOMER RESPONSIBILITY

14.1. The Customer understands that the Service may only be used for the purposes described in this Agreement and the Customer undertakes to indemnify Cevoid for all claims from third parties (including claims from authorities) directed against Cevoid due to the Customer's use of the Service, including but not limited to claims of infringement of the intellectual property rights of third parties.

14.2. The Customer shall indemnify and hold Cevoid free from any costs incurred by Cevoid in connection with the Customer's failure to pay on the relevant due date, such as, for example, agency and debt collection costs.

15         CEVOID'S RESPONSIBILITY

15.1. Cevoid is not responsible for any damages that arise due to the Customer providing incorrect information when registering for or using the Service.

15.2. Cevoid does not compensate the Customer for any direct or indirect costs, damages, or losses, such as, for example, loss of profit or other consequential damages under the Agreement. This means e.g., that Cevoid is, to the full extent permitted by applicable laws, not liable for any costs, damages  loss of profit etc. due to errors or interruptions in the availability of the Service.

15.3. For the avoidance of doubt, the Customer understands and accepts that Cevoid is not liable in any form towards Profiles and other third parties for Rewards and any reimbursement, taxes and fees related to Customer’s use of the Service. Cevoid does not act as a middleman for any monetary reimbursement and the Customer is responsible for all applicable taxes and fees when reimbursing Profiles. In the event Cevoid is required to pay any taxes and fees in this regard the Customer is obliged to immediately compensate Cevoid for such expenses.

15.4. Notwithstanding the above, Cevoid's total liability to the Customer under this Agreement for each twelve-month period during the term of the agreement is limited to an amount corresponding to 100 % of the paid remuneration for the immediately preceding two-month period.

15.5. The Customer is obliged to submit a claim for compensation to Cevoid within three (3) months after the damage has been discovered or should have been discovered, after which the Customer loses the right to assert the claim. 15.6     Customer shall indemnify, defend, and hold Cevoid harmless from and against any and all direct losses, damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by the Customer resulting from any claim by Profile or any other third party, suit, action, or proceeding ("Third-Party Claim") relating to the Customer’s use of the Service, provided that Cevoid promptly notifies the Customer in writing of such Third-Party Claim, reasonably cooperates with the Customer and allows the Customer sole authority to control the defense and settlement of such Third-Party Claim.

16         TERM AND TERMINATION

16.1. After the Initial Subscription Period, the Agreement shall be automatically prolonged by consecutive Subscription Renewal Periods unless notice of termination is given by any of the Parties at least one (1) month before the end of the Initial Subscription Period or the then current Subscription Renewal Period. Customer may provide notice of termination to Cevoid by cancelling the Services through Customer’s account.

16.2. Termination must be made in writing or through such other termination method described in the Service from time to time in order to be valid.

16.3. Cevoid may terminate this Agreement, effective on written notice to Customer if Customer; (i) materially breaches this Agreement; (ii) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (iii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (iv) makes or seeks to make a general assignment for the benefit of its creditors; or (v) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.

16.4. Upon termination of the Agreement, unless otherwise is required by applicable law, Cevoid may destroy the Customer’s Material, or in a different manner make it inaccessible for the Customer.

17         FORCE MAJEURE

17.1 . A party is entitled to postpone the performance of its obligations and is relieved from the consequences of non-performance of its obligations under the Agreement where such performance is prevented, rendered significantly more complicated, or unduly rendered more costly due to a circumstance beyond the reasonable control of the Party, and which the Party neither could nor reasonably should have foreseen at the time of execution of the Agreement. Such circumstance (“Force Majeure Event”) can comprise, for example, war or warlike situations, civil war, military mobilisation or military conscription of a similar scope, insurrection and riot, terrorism, sabotage, fire, flood, natural disaster, epidemic, pandemic, break-down of means of transport, discontinuation of the supply of energy, strike, lock-out or other general or local industrial action (notwithstanding that the Party itself is a party to the action), requisition, seizure, public authority order, trade restrictions, payment restrictions, or currency restrictions, or circumstance comparable therewith. Any delay in delivery on the part of any party assisting the Seller in the performance of the agreement which is caused by any such Force Majeure Event, shall also constitute grounds for discharge from liability.

17.2. A Party shall notify the other Party in the event of a risk that an obligation cannot be performed or will be delayed due a Force Majeure Event. A failure to provide such notice within a reasonable time shall result in an obligation to compensate for the loss that could have been avoided had timely notice been given.

17.3. When the Force Majeure Event has persisted for three (3) months, each and every Party shall be entitled to terminate the Agreement with immediate effect.

18         MISCELLANEOUS

18.1. The Parties confirm that this Agreement represents the entire understanding and constitutes the whole agreement between the Parties relating to the subject matter hereof and supersedes any and all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, agent, employee or representative of either of the Parties.

18.2. All notifications in connection with the agreement must be made by e-mail.

18.3. The waiver of a right under this agreement is valid only in writing. The failure of a Party to insist on adherence to any term of this Agreement shall not be considered a waiver of any right, nor shall it deprive that Party of the right thereafter to insist on adherence to that term or any other terms of the Agreement. A waiver of a specific breach of contract does not constitute a waiver of any other breach of contract.

18.4. The Customer may not assign, pledge or otherwise encumber this Agreement or any of its rights or obligations under this Agreement without the prior written consent of Cevoid.

18.5. Cevoid is allowed, without the Customer's consent, to transfer all or part of the Agreement, or its rights and obligations under the Agreement, to companies that are part of the same corporate group as Cevoid.

19         GOVERNING LAW AND JURISDICTION

19.1. This Agreement shall be governed by the substantive law of Sweden.

19.2. Any dispute, controversy or claim this 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, 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.

19.3. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English unless agreed otherwise.

19.4. The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not be disclosed to a third party without the prior consent by the other Party. Exceptions to the foregoing shall only apply to the extent that disclosure may be required of a Party due to mandatory law, an order of a competent court or public authority, or to protect, fulfill or pursue a legitimate legal right or obligation or to enforce or challenge an award.