PRICER ACADEMY - GENERAL TERMS AND CONDITIONS
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These general terms and conditions (the “Terms”) govern your access and use of the Pricer Academy service (the “Service”) offered by Pricer AB, a company registered in Sweden under number 556427-7993, with address Västra Järnvägsgatan 7, 111 64 Stockholm, Sweden ("Pricer”, “we” or “us”). In these Terms, “you” or “your” means the legal entity that has entered into the subscription order (“Subscription”). The Terms and the Subscription (together the ”Agreement”) apply to all agreements between you and Pricer concerning the Service. If any of the provisions in the Terms is in conflict with any of the provisions in the Subscription, the provisions in the Subscription shall apply.
These Terms are executed and agreed to, and will constitute a binding contract between the entity you represent ("you" or "your") and Pricer, when you conclude an Subscription for the Service, or when you use the Service, or access any content or material that is made available by Pricer through the Service (the "Content") ("Effective Date").
2. SCOPE OF THE SERVICE
Pricer Academy is an online learning platform provided by Pricer, enabling Pricer’s customers and partners to learn more about and make the best use out of Pricer’s electronic shelf label solution.The Service is provided on a software-as-a-service basis and the scope and features of the Service and the applicable fees for the Service (“Service Fees”) are set forth in your Subscription order document.
3. AUTHORIZED USERS
If you are using the Service or opening an account on the Service on behalf of a company, entity or organization (each a “Subscribing Entity”), then you represent and warrant that: (i) you are an authorized representative of that Subscribing Entity with the authority to bind the Subscribing Entity to these Terms, regardless of whether you remain an authorized representative of that Subscribing Entity, (ii) the Subscribing Entity agrees to be bound by the Terms, and (iii) you agree to be bound by the Terms on behalf of such Subscribing Entity. You also represent and warrant to us that any registration information that you submit to us for use in connection with the Terms is true, accurate, and complete, and you agree to keep it that way at all times until the Terms are terminated by either you or Pricer pursuant to Section 13 below.
You may delegate your authority to use and access the Service to additional users within your Subscribing Entity (each, a “Delegated User”) and in the event that you and/or any of your Delegates Users access the Service, you acknowledge and agree that these Terms shall govern such use of the Service. You and your Delegated Users will be able to sign in to the Service using individual credentials for the Service. If you delegate such authority to one or more Delegated Users, you expressly agree on behalf of the Subscribing Entity that (i) all of your Delegated Users will comply with the Terms, (ii) the Subscribing Entity will remain fully liable for your and each Delegated User’s violation of the Terms, and (iii) the Subscribing Entity will be responsible for the acts or omissions of your Delegated Users for purposes of the Terms.
4. YOUR ACCOUNT
In order to use the Service you must have an active account. Accounts are activated by Pricer or by using an activation code provided by Pricer upon the conclusion of your Subscription. You agree that you will provide only accurate, complete, and current information in connection with the account registration process. Your password protects your account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use of your username and password on the Service. You are fully responsible for the behavior and activities occurring in connection with the Service under your account and for compliance with the Terms by anyone accessing your account. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by third parties, please notify us immediately and change your password as soon as possible.
5. ACCESS AND RIGHT TO USE THE SERVICE
The Service and the Content is the property of Pricer or its licensors. The Service and Content are not sold or transferred to you, and Pricer and its licensors retain ownership of the Service and the Content even after you access the Service and the Content.
Subject to these Terms, including any license and usage restrictions set forth herein and in the relevant Subscription, and your payment in full of all applicable Service Fees, you are granted a limited non-exclusive and revocable license to access and use the Service within your business activities during the subscription term, set forth in your Subscription (“Subscription Term”).
6. USER RESPONSIBILITIES, USAGE AND CONTENT OF THE SERVICE
a) pay all applicable Service Fees;
b) use and procure that you and all Delegated Users use the Service only in accordance with these Terms and the relevant Subscription, any applicable laws and regulations and any applicable terms of the hosting service provider;
c) prevent unauthorized access to or use of the Service and notify Pricer promptly of any such unauthorized use;
d) not copy, redistribute, reproduce, record, transfer, perform or displa to the public, broadcast, or make available to the public any part of the Service or its Content, or otherwise make any use of the Service or its Content which is not expressly permitted under the Terms or applicable law or which otherwise infringes the intellectual property rights (such as copyright) in the Service or the Content or any part of it;
e) not upload, post, email, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation;
f) not make the Service or its Content available to anyone other than to Delegated Users and not lease, sublicense, sell, rent, distribute the Service or the Content or use the Service or the Content thereof to the benefit of others;
g) not permit direct or indirect access to or use the Service in a way that circumvents a contractual usage limit set out in the applicable Subscription;
h) not use the Service to store or transmit Malicious Code;
i) not manipulate the Service by using a script or other automated process;
j) not reverse engineer the Service, decompiling, disassembling, modifying, or creating derivative works based on the Content, or use the Service to access Pricer’s intellectual property (save for as permitted under mandatory law); and
k) not use the Service for any illegal, harmful, offensive, immoral or unauthorized purposes or in a way that violates applicable laws or creates a material adverse effect on Pricer or take any action that imposes or may impose (in Pricer’s sole discretion) an unreasonable or disproportionate burden on Pricer’s and/or Pricer’s suppliers’ technical infrastructure.
7. RESTRICTION OF ACCESS TO THE SERVICE
Your use of the Service is subject to the agreed upon usage restrictions as set out in the applicable Subscription. Should your use of the Service exceed the limits set out in such usage restrictions, Pricer may charge you for the usage exceeding the applicable usage restrictions and/or to stop providing the Service.
In the event the provision of the Service causes damages or risk of damages for Pricer, Pricer’s subcontractors or customers of Pricer, e.g. in the event of a virus attack or introduction of Malicious Code, Pricer shall be free to (without any obligation for Pricer or the applicable Pricer Partner to compensate you) restrict your access to the Service. Pricer will notify you or the relevant contact person promptly of any such restrictions and shall only undertake the measures as justified by the circumstances in each case.
Pricer reserves the right to stop providing the Service to users that are using or have used the Service in ways that are not in accordance with these Terms and/or the relevant Subscription. If Pricer exercises this right, Pricer shall inform you thereof.
8. SERVICE LIMITATIONS AND MODIFICATIONS
Pricer will make reasonable efforts to keep the Service operational. However certain technical difficulties or maintenance may result in temporary interruptions. Pricer reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the Service, with or without notice, all without liability to you, for any interruption, modification, or discontinuation of the Service. You understand, agree, and accept that Pricer has no obligation to provide all or any specific content through the Service.
9. THIRD-PARTY PRODUCTS OR SERVICES
To use the Service you might also be dependent on hardware and software products, services and tools offered by third-parties (“Third-Party Products”). You acknowledge and accept that Pricer does not warrant the availability or functionality of such Third-Party Products and assumes no liability for the suitability of Third-Party Products for the purposes of accessing and using the Service. Third-Party Products shall be used in accordance with the applicable terms and conditions set out by the supplier of such Third-Party Products.
It is understood that inadequate throughput, latency and package drop might impact the performance of the Service. It is your sole responsibility to ensure an adequate internet connection to ensure functionality of the Service.
Pricer may from time to time, without any liability whatsoever, recommend Third-Party Products and services which Pricer deems suitable to be used in connection with the Service.
You agree to comply with any usage policies as designated by the relevant third-party hosting service provider and referenced at https://academy.pricer.com. You acknowledge and agree that violation of such third-party usage policies may cause your access to the Service being revoked, without any liability for Pricer or the Pricer Partner.
10. PROPRIETARY RIGHTS AND LICENSES
With the exception of any Third-Party Products, Pricer or its licensors owns all rights, including intellectual property rights, in and to the Service and the underlying software and all parts thereof as well as in any results arising out of Pricer’s provision of the Service. Subject to the limited rights granted to you hereunder, Pricer reserves all right and title to the Service and its underlying software, including any intellectual property rights related thereto. No rights are granted to you other than as expressly set forth herein.
All Pricer trademarks, service marks, trade names, logos, domain names, and any other features of the Pricer brand (“Pricer Trademarks”) are the sole property of Pricer or its licensors. The Terms do not grant you any rights to use any Pricer Trademarks whether for commercial or non-commercial use, and all goodwill generated from the use of any Pricer Trademarks will inure solely to Pricer.
You grant to Pricer a worldwide royalty free license to host, copy, modify, transmit and display any data and information submitted by or processed for you in relation to the Service (“User Data”), as necessary for Pricer to provide the Service in accordance with these Terms and the relevant Subscription. This shall specifically include a right for Pricer to obtain data regarding your usage of the Service and any devices connected to the Service, and data related to or in connection therewith, and use such data and the User Data in order to continuously augment or improve the Service, create new services, insights and offerings and verify and analyze your use of the Service, provided that Pricer will never resell any non-aggregated and non-anonymized User Data to third parties, without your prior written consent.
Pricer will maintain reasonable administrative, physical and technical security measures consistent with current prevailing security practices for the software-as-a-service industry, to protect against the loss, misuse or unauthorized access of User Data.
11. PERSONAL DATA
12. WARRANTIES AND DISCLAIMERS
The Service is provided “as is” and “as available”, without express or implied warranty or condition of any kind. Pricer or any other owners of the Service and the Content make no representations and disclaim any warranties or conditions of satisfactory quality, merchantability, fitness for a particular purpose, and non-infringement, and the Service being free from errors and bugs, malware or other harmful components.
You shall indemnify Pricer from any liability and all claims, demands, suits or proceeding (collectively “Claims”) made or brought against Pricer by a third-party alleging that your use of the Service in breach of these Terms infringes such third-party’s intellectual property rights or privacy rights or violates applicable law, and you will indemnify Pricer from any cost or damages (including reasonable attorney fees) incurred by Pricer in connection with such Claims. Pricer will, without undue delay, notify you in writing of any Claims, and you will be given the right to control the defense against such action and decide on any agreement or settlement. Further, Pricer will give you a reasonable opportunity to defend and/or settle the Claim at your own expense and with counsel of your own selection. The parties shall provide each other such assistance as may reasonably be requested in order to ensure a proper and adequate defense. You must not settle any Claim without the prior written approval of Pricer, not to be unreasonably withheld.
In no event shall Pricer be liable to you for any (a) indirect damages including, but not limited to, loss of business, revenues, profits, goodwill and loss of data; or (b) damages, in the aggregate, in excess of the Service Fees paid by you to Pricer or the applicable Pricer Partner hereunder during the previous twelve (12) months.
14. TERM AND TERMINATION
These Terms commences on the date specified in the relevant Subscription (“Start Date”) and continues until the expiration or termination of the Subscription Term. Pricer may terminate these Terms in advance with immediate effect without liability in the event you: (i) materially breaches these Terms, or on several occasions breaches your obligations under the Terms and (if such breach can be remedied) do not remedy such breach within ten (10) days after a written notification thereof; or (ii) are declared bankrupt, initiate negotiations for composition, cancel your payments, apply for business reconstruction or otherwise may be deemed to be at risk of becoming insolvent.
Upon the expiration of the Agreement (regardless of the cause thereof) you have no right to use the Service or the Content.
15. FORCE MAJEURE
Neither party shall be responsible to the other for any failure or delay in performing any of its obligations under these Terms or for other non-performance hereof if such delay or non-performance is caused by fire, flood, riot, civil commotion, act or ordinance of any governmental or local authority, terrorism, or by any other similar cause beyond the reasonable control of that party (a “Force Majeure Event”). The parties expressly acknowledge and agree that a delay or non-performance by Pricer with regard to the Service due to the effects of the Coronavirus (Covid-19), shall be deemed a Force Majeure Event of Pricer. The party who is affected by a Force Majeure Event shall immediately inform the other party of such event and use reasonable commercial efforts to remove or overcome the hindrance for performance. Should a Force Majeure Event continue for more than three (3) months, either party shall have the right to terminate these Terms with immediate effect.
16. AMENDMENTS OF THE TERMS
We may make changes to the Terms at any time in our sole discretion, and we will inform you if this should be at hand by posting a revised version at https://academy.pricer.com or send you an email. The amendments will enter into force thirty (30) days following such information to you, save that, to the extent that any such amendments are required under any applicable laws or regulations, such notification period may be shorter. You are advised to regularly review the most recent and up-to-date version of the Terms on the Pricer website. You have no obligation to continue to use the Service following a change to the Terms, and if you do not agree to a modified version of the Terms, you should discontinue your use of the Service. Your continued use of the Service after changes have been made will constitute your acceptance of the changes.
Notices. Any notice required or permitted to be given by either party under these Terms, shall be in writing and may be delivered by hand or courier, sent by registered airmail letter or e-mail to the parties’ contact persons at the addresses stated in the Subscription or as otherwise agreed in writing between the parties. Such notice shall be deemed to be given:
a) if sent by hand or courier, on the day of delivery to the receiving party;
b) if sent by registered airmail letter, five (5) days after the day of dispatch; and
c) if sent by e-mail, on the day after sending, provided that the sending party does not receive any error message and that the sending email account indicates that the email was sent to the correct address.
Assignment. You may not assign these Terms or any rights granted herein without the prior written consent of Pricer. Pricer may assign these Terms to an Affiliate or in connection with the sale or transfer of all or substantially all of the stock or assets of Pricer. These Terms shall be binding upon and shall inure to the benefit of each of the parties and their permitted successors and assigns.
Entire Agreement. The Agreement constitute the entire agreement between us regarding the Service and supersedes all previous agreements, arrangements and understandings between the us, whether written or oral, relating to the Service.
Severability. Unless as otherwise stated in the Terms, should any provision of the Terms be held unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Terms and shall not affect the validity and enforceability of any remaining provisions.
18. GOVERNING LAW AND DISPUTES.
These Terms shall be governed by and construed in accordance with the laws of Sweden, with the exclusion of its conflict of law rules. 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 Institute). The place of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English, unless otherwise agreed. The Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply, unless the SCC Institute, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the SCC Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators. 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, in any form, be disclosed to a third-party without the written consent of the other party. This notwithstanding, a party shall not be prevented from disclosing such information in order to safeguard in the best possible way his rights vis-à-vis the other party in connection with the dispute, or if the party is obliged to so disclose pursuant to statute, regulation, a decision by an authority or similar or rules by a recognized stock-exchange.
IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THESE TERMS AS OF THE EFFECTIVE DATE. YOU AGREE THAT BY EITHER: (A) CLICKING THAT YOU AGREE TO THESE TERMS AND CONDITIONS AND/OR (B) BY OTHERWISE USING THE SERVICE, ACCESSING ANY CONTENT OR MATERIAL MADE AVAILABLE ON THE SERVICE, YOU ARE ACCEPTING THESE TERMS AND EXECUTING THESE TERMS.