Quickchannel General Terms & Conditions

Definitions

Provision of the services

1. Scope of the Services. The Subscription Agreement covers the Services outlined in the Order Form and any subsequent Order Form(s) executed by the Parties.
2. Provision of the Services. The Supplier shall provide the Services to the Subscriber during the Term, subject to the terms of the Subscription Agreement.
3. Development and Change of Services. The Subscriber is aware and accepts that the Supplier continuously develops and improves the Services and that the Supplier has a unilateral right to decide on such developments and improvements to the Services. As such, the Supplier may during the Term change or modify the Services, including removing or adding functionality and features to the Services without prior notice. If a change to the Services causes the Subscriber more than a minor inconvenience, the Subscriber is entitled to terminate the changed Service by giving thirty (30) days’ written notice and the Subscription Fee shall be revised accordingly.
4. Support. The Supplier provides support for the Services in accordance with the Order Form regarding the functionality and features of the Services on Business Days during Ordinary Office Hours. This is included in the Subscription Fee. Additional support for the Services may be provided by the Supplier at an additional cost. Contact information to the Supplier is available on the Website. It is also possible to contact the Supplier for support through the Services. Requests and questions regarding editing or change of Subscriber Content is not covered by the Supplier’s obligation to provide support.
5. Subcontractors. The Supplier may engage a subcontractor for the provision of the Services subject to the terms of the Subscription Agreement. The Subscriber agrees and is aware that certain subcontractors are necessary in order to provide the Services and that if the Subscriber does not accept that such mandatory subcontractors are used by the Supplier, the Supplier cannot provide the Services to the Subscriber. Moreover, the Subscriber agrees and is aware that certain Services may not be available (including certain functionality and features) if the Subscriber opposes that the Supplier engages certain subcontractors for the provision of the Services. Information on the subcontractors that the Supplier has engaged for the provision of the Services is available on the Website. Where a Subcontractor fails to fulfil its obligations, the Supplier remains fully liable to the Subscriber for the performance of the Subcontractor’s obligations, subject to the terms of the Subscription Agreement.
6. Availability. The Services are provided on an “as is” basis and available according to the SLA defined in the Order form. This means that the Supplier does not guarantee that the Services always will be fully available for example due to scheduled and unplanned maintenance or technical issues. The Subscriber accepts that the Supplier may schedule maintenance of the Services and that the Services may be, wholly or partly, unavailable during such maintenance. The Supplier makes reasonable efforts to schedule any maintenance outside Ordinary Office Hours and limit the potential impact such maintenance may have on the Subscriber’s use of the Services. The Supplier will notify the Subscriber of any planned maintenance in advance.

License

1. The Subscriber is hereby granted non-exclusive, non-transferable, revocable and limited right and license to use and make available the Service to its Users during the Term, subject to the terms of the Subscription Agreement.

The subscriber’s undertakings

1. Access to the Services. The Services may be accessed by various methods, including by logging into a user account set up in the Services, third-party identity and access management platforms or through links generated by the Services and distributed to the Users. The Subscriber is responsible for ensuring that only authorized Users access the Services and that any passwords or codes used to access the Services is kept safe and secure. The Subscriber is responsible for any unauthorized use of the Services. If the Subscriber suspects unauthorized access to the Services, the Subscriber shall immediately notify the Supplier thereof. The Supplier is entitled to restrict, suspend or terminate access to the Services in case of any unauthorized use of the Services.
2. Responsibility for Subscriber Content. The Subscriber is sole responsible for Subscriber Content in the Services, including ensuring that Subscriber Content complies with applicable law and do not violate or infringe the rights of any third party, including intellectual property rights of third parties and that Subscriber Content do not include any virus, malicious software, worms, Trojan horses or other software which could damage, disrupt or interfere the Services for any reason. If the Supplier becomes aware that Subscriber Content violates the terms of the Subscription Agreement or applicable law, the Supplier is entitled to delete any Subscriber Content at any time, without prior notice.
3. Stored copy. The Subscriber is responsible for storing a copy of the Subscriber’s important data, such as videos, outside of the Service.
4. Responsibility for Users. The Subscriber is responsible for the activities of all Users who access or use the Services under the Subscription Agreement and that any User complies with the terms of the Subscription Agreement.
5. Limited Use. The Subscriber may not reproduce, resell, or distribute the Services for any purpose, unless agreed under a separate agreement with the Supplier.
6. Costs for Data Usage. The Subscriber shall be responsible for any fees and charges for Internet traffic and data usage that the Subscriber incurs when using the Services. Any costs for Internet traffic and data usage included in the Subscription Fee are specified in the applicable Order Form(s).

Fees and terms of payment

1. Subscription Fees. The Subscription Fee for the Services are outlined in the applicable Order Form(s). The Subscription Fee is exclusive of applicable taxes (Value Added Tax or similar sales tax) and additional charges and the Subscriber is responsible for paying such taxes and additional charges.
2. Change of Subscription Fees. The Supplier is entitled to on an annual basis, at the start of the calendar year, increase the Subscription Fee in accordance with the yearly adjustment of the European Union’s Labour Cost Index (LCI) applicable for Sweden and the Information and Communication Trade (available at http://epp.eurostat.ec.europa.eu/). The Subscription Fee shall not at any time be lower than the Subscription Fee stated in the applicable Order Form(s) as subsequently increased under this Clause 5.
3. Additional Compensation. In the event that the Supplier incurs additional costs as a result of circumstances attributable to the Subscriber, for example costs for consultancy services, support not included in the Subscription Fee, storage exceed agreed limits, additional data traffic, and trainings etc., the Subscriber shall pay additional compensation to the Supplier for such costs in accordance with the Supplier’s from time-to-time applicable price list.
4. Payment of Subscription Fees etc. Payment of the Subscription Fees and any additional costs shall be made within thirty (30) days of the date of the invoice unless otherwise noted in the Order Form. The Subscription Fee is invoiced as specified in the Order Form.
5. Delay in Payments. In case of delayed payment, the Supplier may charge default interest in accordance with applicable law until the date of actual payment on any amount due to the Supplier under the Subscription Agreement in addition to additional charges that the Supplier may charge under applicable law. If the payment is delayed and the Subscriber has not settled any outstanding amounts within thirty (30) days following the Supplier’s written notification of this, the Supplier is entitled to suspend the Subscriber’s access to the Services until the Subscriber has paid all amounts due and outstanding.
6. Invoicing in arrears. A dispute of invoice in arrears shall be done no later then 8 days after invoice date and dispute shall not be for a Service period of longer than 3 months.

Indemnification

1. Subscriber Indemnification. The Subscriber shall indemnify, defend and hold harmless the Supplier against any damages or costs arising out of any claim brought by any third party and arising out of (i) any breach by the Subscriber of its obligations under the Subscription Agreement, (ii) any User’s use of the Services, or (iii) any infringement, misappropriation or violation of any intellectual property rights or other rights as a result of the use Subscriber Content in the Services.
2. Supplier Indemnification. The Supplier shall indemnify, defend and hold harmless the Subscriber against any damages or costs arising out of any claim brought by any third party and arising out of any infringement, misappropriation or violation of any intellectual property rights or other rights in the Services as such.
3. Notification of Claims. A Party shall promptly give the other Party written notice of any claim. The Party who received the claim shall have sole control of the defence and settlement of the claim provided that: (i) the Party may not settle any claim unless the settlement unconditionally releases the other Party of all liability, (ii) the other Party mitigates, to the fullest extent possible, any claim and does not materially prejudice the conduct of such claim; and (iii) the Party does not require the other Party to admit fault or liability. The other Party will provide to the Party who received the claim reasonable assistance, at the other Party’s own expense.

Warranties

1. The Supplier endeavors to deliver 100% uptime for the Services. The services are provided on an “as is” and “as available” basis, without express or implied warranty or condition of any kind. As such, the Subscriber hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. The Supplier does not make any warranty that the Services will be error free or that access to the Services will be continuous or uninterrupted if not otherwise agreed in Order form.

Limitation of Liability

1. Limitation of Liability. Both Parties’ liability for damages arising under or in connection with the Subscription Agreement is limited, per calendar year, to an amount corresponding to 100% of the total aggregated Subscription Fees paid during the twelve (12) months immediately preceding the date on which the claim arose.
2. Indirect Damages etc. Neither Party shall be responsible for any lost profits, indirect, incidental, special, punitive or consequential damages or losses of any kind, arising out of or in connection with the Subscription Agreement.
3. Exclusions. The limitation of liability under this Clause 8 shall not apply: (i) if the damage is caused by a Party’s gross negligence or willful misconduct, or (ii) breach of Clause 7, or (iii) to amounts payable to third parties in respect of claims under Clause 5 above.
4. Notification. The Subscriber must notify the Supplier of any claims of damages in writing without undue delay and at the latest within two (2) months from the date the Subscriber became aware, or reasonably should have become aware, of the circumstance giving rise to the damage, after which the claim for damages otherwise lapses.

Confidentiality

1. Mutual Confidentiality Undertaking. Each Party (“Receiving Party“) acknowledges that during the Term, Receiving Party may receive or learn information that is confidential and proprietary (“Confidential Information“) to the other Party (“Disclosing Party“). Any such information shall only be considered as Confidential Information if marked or otherwise designated as being “Confidential” or is of a kind which by its nature a reasonable person would consider confidential. Receiving Party agrees not to disclose such Confidential Information to any third party or otherwise to use such Confidential Information, directly or indirectly, except in connection with the performance of its rights and obligations under the Subscription Agreement, without the prior written consent of the Disclosing Party. For purposes hereof, Confidential Information will not include any information that (i) was independently developed by Receiving Party without use of or reference to any Confidential Information belonging to Disclosing Party; (ii) was acquired by Receiving Party from a third party having the legal right to furnish same to Receiving Party; or, (iii) was at the time in question (whether at disclosure or thereafter) generally known by or available to the public (through no fault of Receiving Party).
2. Disclosure to Employees etc. The confidentiality undertaking shall not preclude the Receiving Party from disclosing Confidential Information to its employees, contractors and agents who have a need to know in connection with the performance of its rights and obligations under the Subscription Agreement and who are subject to terms of confidentiality no less restrictive than set forth in this Clause 9; provided that Receiving Party shall be liable for the breach of the terms of this Clause 9 by any of its employees, contractors or agents. Receiving Party shall maintain the confidentiality of the Confidential Information with at least the same degree of care that it uses to protect its own most highly confidential information, but in any event shall use at least commercially reasonable measures to protect the confidentiality of and avoid disclosure of the Confidential Information.
3. Disclosure Required under Law. Each Party shall be entitled to, notwithstanding the confidentiality undertaking, to disclose Confidential Information if required under applicable law or pursuant to a valid court order. The Receiving Party shall, where permitted under applicable law, notify the Disclosing Party of such obligation in order to allow the Disclosing Party to take measure to oppose or challenge such disclosure of Confidential Information.

Intellectual property rights etc.

1. Rights to the Services. The Supplier is the owner and/or holder of all rights (and reserves all rights) to the Services (and any subsequent changes and improvements to the Services), including trademarks, software, source code, instructions, documentation and tools, and all other related information and know-how of the Services, copyright and other intellectual property rights related to the Services, constituent products, related documentation and know-how. Nothing in these General Terms and Conditions shall be interpreted as a transfer of any of the Supplier’s material or intellectual property rights to the Subscriber.
2. Rights to Subscriber Content and User Data. The Subscriber retains all rights to the Subscriber Content and User Data and the Supplier may not use Subscriber Content or User Data, unless agreed otherwise in the Subscription Agreement or in a separate agreement.
3. Use of Anonymized User Data. The Supplier may use anonymized User Data for analyzing the use of the Services and to develop and improve the Services. The Supplier can use Anonymized and aggregated User Data in communication of usage reports and similar.
4. Use of User Data. The Supplier retains the rights to use the User Data to communicate with the Users about the Service, with product updates, service information, planned service windows and surveys to the Users.
5. Rights to Service Generated Data. The Supplier retains all rights to Service Generated Data. The Supplier aggregates Service Generated Data for analyzing the use of the Services and to develop and improve the Services.

Term and termination

1. Term. The Subscription Agreement shall be effective as of the Start Date and for the Term as detailed in the applicable Order Form(s). The contract is ending on the last day of the last month after the cancellation period.
2. Unless stated in the order form, the the contract is automatically extended and recurring by 12 months unless written notice is received at least 3 calendar months before the end of the contract period.
3. Termination in Advance. A Party is entitled to terminate the Subscription Agreement in advance at any time:
   1. if the other Party substantially fails to fulfil its obligations under the Subscription Agreement and fails to remedy such failure within thirty (30) days following a written notice from the other Party of the breach, with a reference to the provision in the Subscription Agreement that has been and is being breached, or
   2. if the other Party is declared insolvent, initiates composition proceedings or is subject to liquidation.
4. Termination Notice. Any termination of the Subscription Agreement shall be in writing to termination@quickchannel.com.
5. Survival of Certain Terms. Clauses 6 (Indemnification), 8 (Limitation of Liability), 9 (Confidentiality), 10 (Intellectual Property Rights and Use of User Data) and clause 14 (Miscellaneous) shall survive termination or expiration of the Subscription Agreement for any reason.
6. Obligations upon Termination etc. Upon termination of the Subscription Agreement, the Subscriber shall pay to the Supplier any fees due to the Supplier. As of the date of termination of the Subscription Agreement, neither the Subscriber nor the Users may use the Services. The Supplier will store Subscriber Content and User Data on its servers, unless the Parties have agreed otherwise, for a period of up to sixty (60) days after the date of termination.

Force Majeure

1. Neither Party shall be liable to the other Party for any failure to perform any of its obligation under the Subscription Agreement if such failure is due to an event of the type listed below (“Force Majeure Event“) and the event prevents, significantly impedes or delays the performance thereof. A Force Majeure Event shall be deemed to include government action or omission, new or amended legislation, conflict, embargo, fire, flood or accident of significant size or other events beyond the reasonable control of the non-performing Party. In such event, the non-performing Party shall be excused from further performance for as long as the Force Majeure Event continues. The non-performing Party shall promptly notify the other Party in writing of the Force Majeure Event. Such notice will include the particular details of the Force Majeure Event such as the reasonably anticipated effect on performance, the approximate duration of non-performance (if known) and all steps being taken by the non-performing Party to avoid any further adverse effect on performance. The non-performing Party will use commercially reasonable efforts to mitigate such adverse effects. Notwithstanding any of the foregoing, a Party is entitled to terminate the Subscription Agreement with immediate effect by sending prior written notice to the non-performing Party if a Force Majeure Event occurs and continues for more than sixty (60) days.

Data protection

1. Compliance with Data Protection Laws. Each Party shall be responsible for complying with applicable data protection laws, including the General Data Protection Regulation (2016/679) to the extent it applies to the Party, with respect to its own processing of personal data in connection with the Subscription Agreement.
2. Data Processing Agreement. The Supplier will process personal data as a processor on behalf of the Subscriber in connection with the provision of the Services. The Parties agree that the Supplier’s DPA, as amended from time to time, available on the Website (https://www.quickchannel.com/dpa) shall apply to the Supplier’s processing of personal data on behalf of the Subscriber to the extent the General Data Protection Regulation (2016/679) applies to the processing.
3. Information Security. The Supplier takes reasonable technical and organizational measures to ensure that the Services operates properly, are secure and that Subscriber Content is protected as described on the Website.

Miscellaneous

1. Assignment. The Subscription Agreement may not be assigned without prior written approval by the other Party. The Supplier may, however, assign the Subscription Agreement to a third party in case of merger or sale of all or substantially all of its assets.
2. No Waiver. No failure or delay by either Party in exercising any right shall constitute a waiver of that right.
3. Modification. If any provision of the Subscription Agreement is held by a court or arbitrator of competent jurisdiction to be contrary to law, then the provision shall be modified by the court or arbitrator and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Subscription Agreement shall remain in effect.
4. Marketing. The Parties agree that the Supplier may use the Subscriber’s name and logotype for promotional and marketing purposes and thus state in its marketing of the Services that the Subscriber uses the Services.
5. Notices. Unless otherwise is agreed by the Parties, any notice shall be in writing and may be sent by mail, courier, registered post or electronic mail and shall be deemed to be effective when received by the Party (unless, in case of electronic mail, the sending Party receives an error or message indicating that the receiving Party is unavailable). The Supplier normally provides notices to the Subscriber through the Services or to the e-mail address that the Subscriber has registered in the Services.
6. Governing Law. The Subscription Agreement is governed by Swedish law, without giving effect to any principles of conflicts of law.
7. Disputes. 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 in accordance with the arbitration rules of the SCC Arbitration Institute.