OCIUSX DIGITAL SOLUTIONS AB’S AND OR ITS SUBSIDIARIES’ GENERAL TERMS & CONDITIONS FOR PROVISIONING OF SOFTWARE AS A SERVICE
(Issued February 5, 2026)
These Terms of Service along with any other terms and policies referenced herein, and are incorporated herein by reference and form an integral part hereof, as amended from time to time (these “Terms”) constitute alegally binding agreement as of the Effective Date (as defined below), governing your access to, and the use of OciusX Digital Solutions AB, with the Swedish Business Register under number 559211-1818, and/or its subsidiaries (herein afterjointly referred to as “OciusX Digital Solutions” or “Supplier”) and any related website owned or operated by OciusX Digital solutions, and the use of, and registration with, OciusX Services through http://www.ociusx.com/ (the “Site”)or through any other means. These Terms are between OciusX Digital Solutions and you, either individually, or on behalf of your employer or any other entity which you represent (“Customer”). In case you represent your employer or another entity, you hereby represent that (i) you have full legal authority to bind your employer or such entity(as applicable) to these Terms; and (ii) after reading and understanding these Terms, you agree to these Terms on behalf of your employer or the respective entity (as applicable), and these Terms shall bind your employer or such entity (as the case may be) and make the entity a Customer. These Term is designed to be incorporated by reference into an enterprise contract, other signed contract, or other contract deed (herein after jointly referred to as the “Contract”) as an integrated part and an appendix to a license and/or service provisioning agreement entered into between OciusX Digital Solutions and the Customer (“the Agreement”). Furthermore, any order of services placed online by the Customeron the Site, together with the Customer’s acceptance of the OciusX Digital Solutions’ applicable terms and conditions on the Site (including byclick-through acceptance), shall constitute a valid and legally binding agreement between the parties and included under the definitions of Contract and Agreement. These Terms shall apply to license and/or the provisioning of services to the Customer. Deviations from these Terms shall not apply unless agreed in writing. In the event that the provisions in the Contract should be in conflict with these Terms, the provisions in the Contract shall prevail.
PLEASE NOTE THAT YOU ARE DEEMED AS AN AUTHORIZED REPRESENTATIVE OF YOUR EMPLOYER OR AN ENTITY (AS APPLICABLE): (I) IF YOU ARE USING YOUR EMPLOYER OR AN ENTITY’S EMAIL ADDRESS IN REGISTERING INTO THE SERVICE; AND (II) IF YOU ARE AN ADMIN (AS DEFINED BELOW). AS ELABORATED IN SECTION BELOW, THERE ARE VARIOUS TYPES OF USERS FOR THE SERVICE, THUS, EXCEPT WHERE INDICATED OTHERWISE “YOU” SHALL REFER TO CUSTOMER AND ALL TYPES OF USERS. YOU ACKNOWLEDGE THAT THESE TERMS ARE BINDING, AND YOU AFFIRM AND SIGNIFY YOUR CONSENT TO THESE TERMS, BY EITHER: (I) SIGNING A CONTRACT (II) CLICKING ON A BUTTON OR CHECKING A CHECKBOX FOR THE ACCEPTANCE OF THESE TERMS;OR (II) REGISTERING TO, USING OR ACCESSING THE SERVICE, WHICHEVER IS EARLIER (THE “EFFECTIVE DATE”).IF YOU OR CUSTOMER DO NOT AGREE TO COMPLY WITH, AND BE BOUND BY, THESE TERMS OR DO NOT HAVE AUTHORITY TO BIND YOUR EMPLOYER OR ANY OTHER ENTITY (AS APPLICABLE), PLEASE DO NOT ACCEPT THESE TERMS OR ACCESS OR USE THE SERVICE.
1. Definitions
“OciusX Digital Solutions Technology” means all of OciusX Digital Solutions’ proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangibleor intangible technical material or information) made available to Customer by OciusX Digital Solutions in providing the Service. As set forth above, “Agreement” shall mean, unless otherwise specifically provided for, the Contract includingthe Appendix and these General Terms and any other appendices. “Basic Support”means OciusX Digital Solutions’ basic support and maintenance service which isincluded in the Fee. “Consultancy Services” means OciusX Digital Solutions’professional services, such as consultancy services, workshops or user training. “Content” means the audio and visual information, documents,software, products, and services contained or made available by OciusX Digital Solutions to Customer in the course of using the Service. As set forth above, “Contract” means these terms, entered by the parties by which Customer order one or moreServices from OciusX Digital Solutions. The Contract can be a Software as a Service, Frame or Supply Agreement or a tender, offering or purchase order, submitted by Customer and signed or otherwise accepted by OciusX Digital Solutions. As set forth above, “Customer” means a company, entity or person entering into an agreement with OciusX Digital Solutions regarding purchase ofServices, including its Users if applicable. Customer may be extended to thewhole or parts of the Customer\s group of companies by agreement in theContract. “Customer Data” means any data, information, or material provided orsubmitted by Customer to a Service in the course of using the Service. “DeliveryDate” means the day a Service is considered delivered and accepted by the Customer.If not otherwise agreed, the Service shall be considered delivered and acceptedby Customer when the Service was made available from OciusX Digital Solutions. “EnablingSoftware” means any program or associated material, such as a so called client, made available to Customer as part of the Services. “Intellectual Property Rights” means any unpatented inventions, patent applications, patents, designrights, copy-rights, trademarks, service marks, trade names, domain namerights, mask work rights, know-how and other trade secret rights, and all otherintellectual property rights, derivatives thereof, and forms of protection of asimilar nature anywhere in the world. “License Term” means the period(s) during which a specified number of Users are licensed to use the Service pursuant tothe Contract, i.e. the Initial Period and any Renewal Periods, as defined in Section 14 below. “Results” mean the results that a Service generates after/when processing the Customer Data. “Service(s)” means the specific editions of OciusX Digital Solutions’ services or products, such as OciusX Digital Solutions Software, that are offered as a cloud/web or hosted service, accessible via http://www.ociusx.com/ or another designated website or IP address, or ancillary online or offline products and services provided to Customer by OciusX Digital Solutions, to which Customer is being granted access under the Agreement. “Fees” means the applicable charges and service fee to bepaid by Customer for each OciusX Digital Solutions Service, Support or Consultancy Services. “Updates” all enhancements, modifications, variations, revisions, updates, supplements, add-on components, and replacements for the Services that OciusX Digital Solutions may provide or make available for the Services. “User(s)” means Customer employees, representatives, consultants, contractors, or agents who are authorized to use the Service and have been supplied username or other user identifications and passwords by Customer (orby OciusX Digital Solutions at Customer’s request).
2. License Grant and Restrictions
2.1 OciusX Digital Solutions hereby grants Customer a non-exclusive, nontransferable, worldwide right to use the Service, solely for Customer own internal business purposes, subject to the terms and conditions of the Agreement. All rights not expressly granted to Customer are reserved by OciusX Digital Solutions and its licensors.
2.2 Customer may not access the Service if Customer is a direct competitor of OciusX Digital Solutions, except with OciusX Digital Solutions’ prior written consent. In addition, Custom may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
2.3 Customer shall not (i) license, sublicense, sell, resell, transfer, assign,distribute, or otherwise commercially exploit or make available to any thirdparty the Service or the Content in any way;(ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” tothe Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service inorder to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User.
2.4 Customer, as defined in the Contract, may use the Service only forCustomer’s internal business purposes and shall not: (i) send spam or otherwiseduplicative or unsolicited messages in violation of applicable laws; (ii) sendor store infringing, obscene, threatening, libelous, or otherwise unlawful ortortuous material, including material harmful to children or violative of thirdparty privacy rights; (iii) send or store material containing software viruses,worms, Trojan horses, or other harmful computer code, files, scripts, agents,or programs; (iv) interfere with or disrupt the integrity or performance of theService or the data contained therein; or (v) attempt to gain unauthorizedaccess to the Service or its related systems or networks.
3. Account Registration and Administration. To register to the Service for thefirst time, you shall signup using one of our Site forms. By creating anaccount (“Account”) and registering to the Service you become,either individually or on behalf of your employer or any entity, on behalfof whom you created the Account, an OciusX Digital Solutions customer (the“Customer”). The first user of the Account is automatically assigned asthe Account administrator (the “Admin”).
3.1. Account Admins and Authorized Users. The Admin(s) and Authorized User of an Account are, severally and jointly, deemed as the authorized representatives of the Customer, and any decision or action made by any Admin, is deemed as a decision or action ofCustomer. An Admin and Authorized User may assign or add other members of the Account as Admins, which possess important privileges and controls over the use of the Service and the Account, including, without limitation: (i) control your (and other Users) use of the Account; (ii)purchase, upgrade or downgrade the Service; (ii) create, monitor or modify Users’ actions and permissions; (iii) manage the access to, control,remove, share posts or otherwise change, all or part of the Customer Data (asdefined below); and (iv) integrate or disable integration with Third Party Services.
3.2 Other Users. There are several types of Account users, such as subcontractors and customer accounts, viewers and team members, all of whom are defined within the Service and referred to herein as “Authorized Users”, and collectively with the Admin, the “Users”. The features and functionalities available to the Users are determined by the respective subscription plan governing such Account, and the privileges of eachsuch Authorized User are assigned and determined by the Account Admin(s)and Authorized User(s).
3.3. Responsibility for Authorized Users. Customer is solely liable and responsible for understanding the settings, privileges and controls for the Service and for controlling whom Customer permits to become a User and what are the settings and privileges for such User, including without limitation, the right for a User to invite other Users(either paid or unpaid), the right to incur charges on the Account, the right to access, modify or share project information,etc. Customer is responsible for the activities of all of its Users, including Order Forms they may place and how Users use the Customer Data, even if those Users are not from Customer’s organization. Further, Customer acknowledges that any action taken by a User of Customer’s Account, is deemed by us as an authorized action by Customer, hence Customer shall have no claim in this regard.
4. The Services and Updates
4.1 The content of each Service, limitations of the Service and the types of Results generated by the Service, are described in the applicable service descriptions and help documentation available on the Site or otherwise provided by OciusX Digital Solutions. OciusX Digital Solutions may at its sole discretion modify the features of the Services from time to time without prior notice.
4.2 OciusX Digital Solutions’ Services are offered based on an assumption of 99 % average availability, based on an annual Service time of 24/365. The availability assumption does not cover downtime caused by planned maintenance windows, disturbance in availability caused by Customer or by force majeure events as described in Section 16.9 below.
4.3 The Service is dependent on the processing of Customer Data. Such data shall be provided by Customer.
4.4 Any Enabling Software may only be used for accessing or using the OciusX Digital Solutions’ Service and may be subject to an applicable license agreement. Should Customer’s access to the OciusX Digital Solutions Service be terminated, Customer’s use of the Enabling Software will also be terminated. Customer must remove all Enabling Software from their systems and destroy all copies.
4.5 These General Terms apply to all Updates, subject to any additional terms that may be provided by OciusX Digital Solutions applicable to such Updates. OciusX Digital Solutions has no obligation to, and nothing in these General Terms may be construed to require OciusX Digital Solutions to,create, provide, or install Updates. Customer must install any Updates provided by OciusX Digital Solutions, such as updated Enabling Software.
5. General Customer Responsibilities
5.1 Customer is responsible for all activity occurring under Customer’s User accounts and shall abide by all applicable local, state,national, and foreign, laws, treaties and regulations in connection with Customer’s use of any Service, including those related to data privacy, international communications, and the transmission of technical or personal data. Customer shall: (i) notify OciusX Digital Solutions immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to OciusX Digital Solutions immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Customer or Customer Users; and (iii) not impersonate another OciusX Digital Solutions user or provide false identity information to gain access to or use the Service.
5.2 In order to ensure a successful test and implementation of the Service and transfer and or migration of Customer Data from Customer existing system, it is important that Customer’s key personnel are engaged as soon as possible and involved as appropriate in the workshop. Furthermore, it is important that necessary IT and business personnel are available when the installation of and training on the Services are done. It is important that the technical environment is prepared in accordance with the technical requirements for the Service.
5.3 API Use. We may offer an application programming interface that provides additional ways to access and use the Service(“API“). Such API is considered a part of the Service, and its use is subject to all these Terms. You may only access and use our API for Customer’s internal business purposes, in order to create interoperability and integration between the Service and other products, services or systems you and/or Customer use internally. When using the API you should follow our relevant developer guidelines. We reserve the right at any time to modifyor discontinue, temporarily or permanently, your and/or Customer’s access to the API (or any part of it) with or without notice. The API is subject to changes and modifications, and you are solely responsible to ensure that your use of the API is compatible with the current version.
6. Third Party Services
6.1 Third Party Services. The Service enables you to engage and procure certain third party services, products, apps and tools in connection with the Service, including, without limitation, third party applications and widgets offered via our integrations offering or which you decide to connect through our API, as part of the Service (collectively, “Third Party Services”).
6.2 Independent Relationship. You acknowledge and agree that regardless of the manner in which such Third Party Services maybe offered to you, we merely act as an intermediary platform between you and such Third Party Services, and we do not, in anyway, endorse any such Third Party Services, or shall be in any way responsible or liable with respect to any such Third Party Services.Your relationship with such Third Party Services and any terms governing your payment for, and use of, such Third Party Services, including without limitation, the collection, processing and use of your data by such Third Party Services, are subject to a separate contractual arrangement between you and the provider of a Third Party Service (the “Third Party Agreement”). We are not a party to, or responsible, in any manner, for the compliance by you or by the provider of the Third Party Service with the Third Party Agreement.
6.3 Integration with a Third Party Service and your Customer Data. Through the Service you and any other Authorized User within the Account, may enable an integration of your Account, including, boards within your Account (or a portion thereof), with Third Party Services, which will allow an exchange, transmission, modification or removal of data between us and the Third Party Service, including without limitation, the Customer Data, the scope of which is determined by the applicable actions set by such integration. You hereby acknowledge that any access, collection, transmission, processing, storage or any other use of data, including the Customer Data, by a Third Party Service, is governed by the Third Party Agreement, including any applicable privacy policy, and supplier is not responsible for any access, collection, transmission, processing, storage or any other use of data, including the Customer Data, by the Third Party Service or for such Third Party Service privacy and security actions, inactions or general practices. By integrating and/or using the Third Party Services, you acknowledge and agree that: (a) you are solely responsible for your compliance with applicable privacy restrictions, laws and regulations, including your use of the Third Party Service and other data activities you may conduct or may permit third parties, including the Third Party Service, to conduct; (b) the activities and use of the data by you and any other Users within the Account, may result in a modification and/or removal of data, either in the Account (i.e. Customer Data) and in the integrated Third Party Service. We shall have no obligation of any kind, for any such modification and/or removal of data, either in the Account with us and/or the integrated Third Party Service.
6.4 Use Conditions and Limitations. Both OciusX Digital Solutions’ Services and a Third Party Service may impose, each at its sole discretion, additional conditions or limitations on your access and use of certain Third Party Services, including without limitation, imposing a limited quota on the number of actions or other uses (as the case may be). Such additional conditions or limitations shall be indicated wherever relevant within the Service or the Third Party Service or otherwise notified to you or to any other relevant User of the Account.
6.5 Discontinuation of a Third Party Service. Each of OciusX and the Third Party Service reserves the right to discontinue the use or suspend the availability of any Third Party Service, for any reason and with no obligation to provide any explanation or notice. Such discontinuation may result in the inability to utilize certain features and actions of the Third Party Service along with our Service.
7. Various pricing models, Fees Payment etc.
7.1 OciusX Digital Solutions provides the Services in various offerings and pricing models, for example under a framework agreement or other agreement or through a subscription etc. The Fees payable by Customer to OciusX Digital Solutions and the commercial conditions related to the purchase, maintenance and support of the Services are regulated by the Contract and do not form part of these Terms. The prices, the Fees, are subject to changes. If not the subsequent paragraph is applicable, increases in prices will not enter into force until the current term is ended. 7.2 As set forth above, the Contract may be completed and placed in various ways (through an enterprise contractor similar or by an online subscription). The Contract will list, at the least, the Service ordered, term, subscription plan and the associated fees.
7.3 Subscription Term. In case of a subscription model, the Service is provided on a subscription basis for the term of one calendar month unless otherwise separately agreed, in accordance with the respective subscription plan purchased.
7.4 Fees. In consideration for the provision of the Services (except for Trial Service), Customer shall pay OciusX Digital Solutions the applicable fees per the purchased service, User etc, as set forth in the applicable Contract (the “Fees”or “Subscription Fees”). The term Fees are used for Services ordered enterprise contract or similar. The term Subscription Fees are used for Services ordered online on the Site. Unless indicated otherwise, Fees and Subscription Fees are stated in US dollars. Customer hereby authorizes OciusX Digital Solutions, either directly or through our payment processing service or our affiliates, to charge such Subscription Fees via Customer’s selected payment method, such as upon due date. Unless expressly set forth herein, the Fees or Subscription Fees are non-cancelable and non-refundable.
7.5 Price modifications. OciusX Digital Solutions reserves the right to change the Fees and Subscription Fees at any time OciusX Digital Solutions shall notify the Customer of any price changes at least one month before the change takes effect. In the event of failure to collect the Fees or Subscription Fees owed by Customer, OciusX Digital Solutions may, at our sole discretion (but shall not be obligated to) retry to collect at a later time, and/or suspend or cancel the Account or Services, without notice.
7.6 If a Customer does not order online at the Site, OciusX Digital Solutions will invoice the Fees for the Services in arrears in accordance with the Contract. If a Customer orders online at the Site and uses credit card as payment option, OciusX Digital Solutions will charge the Customer’s credit card an on-boarding the fee in advance for the ordered Service. After the on-boarding fee, will invoice the Subscription Fees for the Services in arrears, based on the number of users in accordance withthe Contract In addition, the Customer authorizes OciusX Digital Solutions to charge the credit card in arrears based on consumption (if applicable), if the Customer’s use of the Service exceeds the limit of the elected Service. Prices depicted on the Site are final and are exclusive of VAT. The Service will renew automatically, unless OciusX Digital Solutions or the Customer terminates it before the Renewal Date. The Customer must terminate the Service in accordance with Section 16.3 below in order to avoid billing Fees for a renewal.
7.7 Taxes. The Fees and Subscription Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax,use tax, excise, goods and services tax, etc.), levies, or duties, which maybe imposed in respect of these Terms and the purchase or sale, of the Service hereunder (the “Taxes”), except for Taxes imposed on our income. If Customer is located in a jurisdiction which requires Customer to deduct or withhold Taxes or other amounts from any amounts due to us, please notify us, in writing, promptly and we shall join efforts to avoid any such Tax withholding, provided, however, that in any case, Customer shall bear the sole responsibility and liability to pay such Tax and such Tax should be deemed as being added on top of the Fees and Subscription Fees, payable by Customer.
7.8 Subscription Upgrade. In case of a subscription model, Customer may, during the Subscription Term, upgrade its Subscription Plan by either: (i) adding Authorized Users; (ii) upgrading to a higher type of Subscription Plan; (iii) adding add-on features and functionalities; and/or (iv) upgrading to a longer Subscription Term (collectively,“Subscription Upgrades”). Some Subscription Upgrades or other changes may be considered as a new purchase, hence will restart the Subscription Term and some won’t, as indicated within the Service and/or the Order Form. Upon a Subscription Upgrade, Customer will be billed for the applicable increased amount of Subscription Fees, at our then-current rates (unless indicated otherwise in an Order Form), either: (1) prorated for the remainder of the then-current Subscription Term, or (2) whenever the Subscription Term is being restarted due to the Subscription Upgrade, then the Subscription Fees already paid by Customer will be reduced from the new upgraded Subscription Fees, and the difference shall be due and payable by Customer upon the date on which the Subscription Upgrade was made.
7.9 Excessive Usage. OciusX Digital Solutions shall have the right, including without limitation where we, at oursole discretion, believe that Customer and/or any of its Users, have misused the Service or otherwise use the Service in an excessive manner compared to the anticipated standard use (at our sole discretion), to offer the Subscription in different pricing and/or impose additional restrictions as for the upload, storage, download and use of the Service, including, without limitation, restrictions on Third Party Services, network traffic and bandwidth, size and/or length of content, quality and/or format of content, sources of content, volume of download time, etc.
7.10 Billing. As part of registeration, or submitting billing information, to the Service, Customer agrees to provide us with updated, accurate and complete billing information, and Customer authorizes us (either directly or other third parties) to charge, request and collect payment (or otherwise charge, refund or take any other billing actions) from Customer’s payment method or designated banking account, and to make any inquiries that we (or our affiliates and/or third-parties acting on our behalf) may consider necessary to validate Customer’s designated payment account or financial information, in order to ensure prompt payment, including for the purpose of receiving updated payment details from Customer’s credit card company or banking account (e.g., updated expiry date or card number as may be provided tous by Customer’s credit card company).
7.11 Subscription Auto-Renewal. In order to ensure that Customer will not experience any interruption or loss of services, Customer’s Termand Subscription includes an automatic renewal option by default, according to which, unless Customer disables the auto-renewal option or cancels its Subscription prior to its expiration, the Subscription will automatically renew upon the end of the then applicable Subscription Term, for a renewal period equal in time to the original Subscription Term (excluding extended periods) and, unless otherwise notified to Customer, at the same price (subject to applicable Tax changes and excluding any discount or other promotional offer provided for the first Subscription Term). Accordingly, unless either Customer or us cancel the Subscription prior to its expiration, we will attempt to automatically charge Customer the applicable Subscription Fees upon or immediately prior to the expiration of the then applicable Subscription Term. If Customer wishes to avoid such auto-renewal, Customer shall cancel its priorto its expiration, cancelations should be done in written form by contacting our support team. Except as expressly set forth in these Terms, in case a Customer cancels its Subscription, during a Subscription Term, the Subscription will not renew for an additional period, but Customer will not be refunded or credited for any unused period within the Subscription Term.
7.12 If Customer’s account is 30 days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, OciusX Digital Solutions reserves the right to suspend the Service provided to Customer, without liability to OciusX Digital Solutions, until such amounts are paid in full, on the condition that OciusX Digital Solutions has notified Customer in writing prior to such suspension.
7.13 OciusX Digital Solutions may use Customer’s company name and/or trademark/s in OciusX Digital Solutions’ marketing and promotional activities, such as press releases and webpage newsletters etc.
7.14 Money-Back Guarantee
OciusX Digital Solutions offers a 30-day money-back guarantee for new subscriptions.To qualify:
- Refund requests must be submitted via within 30 days of initial purchase.
- Guarantee applies only to the first subscription term and on-boarding fee not to renewals, custom developments, or add-ons.
- Refunds will be processed within 30 business days.
8. Intellectual Property Ownership
8.1 OciusX Digital Solutions (and its licensors, where applicable) shall exclusively own all right, title, and interest, including all related Intellectual Property Rights, in and to the OciusX Digital Solutions Technology, Updates, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information providedby Customer or any other party relating to the Service.
8.2 The Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Services, the OciusX Digital Solutions Technology or the Intellectual Property Rights owned by OciusX Digital Solutions.
8.3 OciusX Digital Solutions’ name, OciusX DigitalSolutions’ logo, and the product names associated with the Services are trademarks of OciusX Digital Solutions or third parties, and no right or license is granted to use them without prior written approval.
9. Support and Consultancy Services
9.1 OciusX Digital Solutions offers Basic Support for each Service included in the Fee for the Service
9.2 Support in addition to the Basic Support is offered and provided by OciusX Digital Solutions as the service Advanced Support to applicable Fees. These General Terms apply to any OciusX Digital Solutions support.
9.3 Basic Support consists of assistance in correction of errors in the Service or any issue that is not covered by manuals or installation guides or other documentation. OciusX Digital Solutions reserves the right to charge for support that is deemed not to be Basic Support. Suchsupport shall be considered and charged as Advanced Support. In case Customer files questions or requests assistance that OciusX Digital Solutions considers not to be Basic Support, OciusX Digital Solutions shall inform Customer about this and about OciusX Digital Solutions’ applicable charges for Advanced Support, prior to starting to provide such Advanced Support.
9.4 OciusX Digital Solutions’ Basic Support is obtained and provided by email or OciusX Digital Solutions’ Support Portal accessible via the Site.
9.5 OciusX Digital Solutions offers a number of Consultancy Services from time to time to applicable Fees. These General Terms & Conditions Service Provisioning apply to the purchase and delivery of such Consultancy Services.
10. Ownership to, handling of Customer Data and DataProtection
10.1 Ownership of Customer Data Customer retains all rights inCustomer Data provided by Customer under the Agreement. OciusX Digital Solutions shall not publicly disclose Customer Data or Results. OciusX Digital Solutions may use aggregated and de-identified Customer Data and Results for statistical, analytical, and promotional purposes, including high-level project summaries and service improvement, provided that such data does not identify Customer or any individual.
10.2 Backup and AvailabilityOciusX Digital Solutions shall provide automated backup of Customer Data and Results and shall perform regular testing of such backup services in accordance with its standard operational procedures.
10.3 Data Protection Roles To the extent that CustomerData includes Personal Data, the Customer acts as Data Controller and OciusX Digital Solutions acts as Data Processor, as such terms are defined in Regulation (EU) 2016/679 (“GDPR”).
10.4 Customer ResponsibilitiesCustomer shall have soleresponsibility for the accuracy, quality, integrity, legality, reliability, andappropriateness of all Customer Data and warrants that it has a valid legalbasis for the processing of Personal Data and for instructing OciusX Digital Solutions to process such Personal Data in connection with the Services.
10.5 Scope and Purpose of ProcessingOciusX Digital Solutions shall process Personal Data solely for the purpose of providing, maintaining, supporting, and securing the Services in accordance with the Agreement and Customer’s documented instructions.
10.6 Processor ObligationsOciusX Digital Solutionsshall:a) process Personal Data onlyon documented instructions from Customer;b) ensure that persons authorized to process Personal Data are subject to appropriate confidentialityobligations;c) implement appropriate technical and organizational measures in accordance with Article 32 GDPR;d) assist Customer, taking into account the nature of the processing, in fulfilling Customer’s obligations under GDPR, including responding to data subject requests and security obligations;e) notify Customer without undue delay after becoming aware of a Personal Data Breach.
10.7 Sub-processors Customer grants OciusX Digital Solutions a general authorization to engage sub-processors for the processing of Personal Data, provided that such sub-processors are subject to data protection obligations no less protective than those set out in this Agreement. OciusX Digital Solutions shall remain responsible for the performance of its sub-processors.
10.8 International Transfers Where Personal Data is transferred outside the EU/EEA, OciusX Digital Solutions shall ensure that such transfer is carried out in compliance with GDPR Chapter V, including through the use of EU Standard Contractual Clauses or other lawful transfer mechanisms.
10.9 Deletion or Return of Personal DataUpon termination or expiration of the Agreement, OciusX Digital Solutions shall, at Customer’s choice, delete or return Personal Data, unless retention is required by applicable law.
10.10 Audit and Information Rights Upon reasonable request,OciusX Digital Solutions shall make available to Customer information reasonably necessary to demonstrate compliance with this Section.
10.11 Further Data Processing AgreementsIf the parties enter into a separate data processing agreement, such agreement shall prevail over this Section to the extent of any conflict.
11. Confidentiality
11.1 As used herein, “Confidential Information” means all confidential information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of the Agreement (including pricing and other terms reflected in all orders hereunder, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;(iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third partywithout breach of any obligation owed to the Disclosing Party.
11.2 The Receiving Party shall not disclose or use any Confidential Informationof the Disclosing Party for any purpose outside the scope of the Agreement, except with the Disclosing Party’s prior written permission.
11.3 Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care).
11.4 If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
12. Warranties and Disclaimers
12.1 Each party represents and Solutions’ that it has the legal power to enter into the Agreement.
12.2 Services, Consulting Services and Support provided by OciusX Digital Solutions shall be performed in a professional and workman like manner in accordance with generally accepted practice in the industry and that the Services will perform substantially in accordance with the OciusX Digital Solutions service descriptions and help documentation under normal use and circumstances. Except as specified in this Section, all express or implied conditions, representations and warranties including without limitation any implied warranties or conditions, e.g., regarding merchantability, fitness for a particular purpose, and satisfactory quality are hereby excluded to the extent allowed by applicable laws.
12.3 OciusX Digital Solutions does not warrant that the operation of the Services will be uninterrupted or error-free or will meet the Customer’s needs and expectations.
12.4 OciusX Digital Solutions represents and warrants that the Services do not and will not contain any virus or any other contaminant, or disabling devices including, but not limited to, codes, commands or instructions that may be used to access, alter, delete, remotely access, damage or disable Customer software, Customer Data, the Customer network or other Customer property.
13. Compliance with Applicable Export Law
OciusX Digital Solutions may use personnel who are located in or are residents of various countries across the world to remotely support the delivery of the OciusX Digital Solutions Service, and Customer represents that no Content made available to the OciusX Digital Solutions Service will require an export license or is restricted from export to any such personnel.
14. Mutual Indemnification
14.1 Customer shall indemnify and hold OciusX Digital Solutions, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by Customer of Customer’s representations and warranties; or (iii) a claim arising from the breach by Customer or Customer Users of this Agreement, provided in any such case that OciusX Digital Solutions (a) gives written notice of the claim promptly to Customer; (b) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle or defend any claim unless Customer unconditionally releases OciusX Digital Solutions of all liability and such settlement does not affect OciusX Digital Solutions’ business or Service); (c) provides to Customer all available information and assistance; and (d) has not compromised or settled such claim.
14.2 OciusX Digital Solutions shall indemnify and hold Customer and Customer’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a patent issued as of the Delivery Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by OciusX Digital Solutions of its representations or warranties; or (iii) a claim arising from breach of this Agreement by OciusX Digital Solutions; provided that Customer (a) promptly gives written notice of the claim to OciusX Digital Solutions; (b) gives OciusX Digital Solutions sole control of the defense and settlement of the claim (provided that OciusXDigital Solutions may not settle or defend any claim unless it unconditionallyreleases Customer of all liability); (c) provides to OciusX Digital Solutions all available information and assistance; and (d) has not compromised or settled such claim. OciusX Digital Solutions shall have no indemnification obligation, and Customer shall indemnify OciusX Digital Solutions pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of Customer products, service, hardware or business process(s).
15. Limitation of Liability
15.1 EXCEPT FOR INDEMNIFICATION OBLIGATIONS TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNLESS CAUSED BY INTENT OR GROSS NEGLIGENCE, EITHER PARTY’S AGGREGATELIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORTOR UNDER ANY OTHER THEORY OF LIABILITY, SHALL BE LIMITED TO 5,000 EURO.
15.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL UNLESS CAUSED BY INTENT OR GROSS NEGLIGENCE, HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS OR FORANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED,WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHEROR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15.3 SECTION 15.1 AND 15.2 SHALL IN NO EVENT LIMIT THE AMOUNTS THAT MAY BE PAYABLE BY EITHER PARTY UNDER OR BY BREACH OF SECTION 5 (GENERAL CUSTOMER RESPONSIBILITIES), SECTION 8 (INTELLECTUAL PROPERY OWNERSHIP), SECTION 11 (CONFIDENTIALITY) AND SECTION 14 (MUTUAL INDEMNIFICATION).
16. Term and Termination
16.1 Unless otherwise follows from the chosen business model or from the Contract, the parties have agreed to an initial non-terminable contract period of three (3) months following the Delivery Date (the “Initial Period”).
16.2 Unless otherwise follows from the chosen business model or from the Contract, the Agreement is, at the expiry of the Initial Period, automatically renewed for periods of three (3) month at a time (“Renewal Period/s”).
16.3 Unless otherwise follows from the chosen business model or from the Contract, either party may terminate the Agreement upon written notice to the other, with a minimum of one (1) month prior to the expiry of an Initial Periodor any Renewal Period.
16.4 A party may terminate the Agreement for cause: (i) upon 30 days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, examinership, receivership, liquidation or assignment for the benefit of creditors or any event analogous to the foregoing occurs in relation to that other party in any jurisdiction. Upon any termination for cause by Customer, OciusX Digital Solutions shall refund Customer any prepaid fees covering the remainder of the subscription term after the date of termination.
16.5 Termination shall not relieve Customer of the obligation to pay the Fees or any other charges or fees accrued or payable to OciusX Digital Solutions prior to the effective date of termination.
16.6 OciusX Digital Solutions reserves the right to withhold, remove, and/or discard Customer Data and Results without notice for any breach, including, without limitation, Customer’s non-payment. Upon termination for cause, Customer’s right to access or use Customer Data immediately ceases, and OciusX Digital Solutions shall have no obligation to maintain or forward any Customer Data.
16.7 The following provisions shall survive any termination or expiration of the Agreement: the provisions under Section 8, 11, 14, 15 and 17.
17. Governing Law and Arbitration
17.1 Any dispute, disagreement, claim or controversy between the Parties to this Agreement arising from or related to this Agreement (a “Disputed Matter”) shall be submitted to the following dispute resolution process:
17.2 The Disputed Matter shall first be referred jointly to senior executives of each of the Parties. If such executives do not agree upon are solution within thirty (30) business days after referral of the matter to them, the complaining Party may proceed to the next stage of this dispute resolution procedure.
17.3 For Customers residing outside North America The Agreement and all contractual relationship between OciusX Digital Solutions and Customer shall be governed by and construed in accordance with the law in the country where the OciusX Digital Solutions company which is party to the Agreement has its principal place of business. Any dispute, controversy, or claim arising out of or in connection with the Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the Rules of the Arbitration Institute of the Chamber of Commerce (or equivalent) in the country where the OciusX Digital Solutions has its principal place of business. The arbitral tribunal shall be composed of one arbitrator. The place of arbitration shall be the capitol of that country and the language to be used in the arbitral proceedings shall be English.
17.4 For Customers residing in North America The Agreement shall be construed, and the legal relations between the parties determined, inaccordance with the laws of the State of New York, without regard to its conflict of laws rules. The arbitral tribunal shall be composed of one arbitrator. Each of the parties here to agrees that (i) any legal action brought hereunder shall be brought in the federal or state courts located within New York, and (ii) any right of the undersigned to trial by jury with respect to any claim or action arising out of this Agreementis waived.
17.5 Notwithstanding the foregoing agreements in Section 17.3 and 17.4 to resolve disputes by arbitration, OciusX Digital Solutions shall have the right, at its sole discretion, to initiate proceedings for the recovery of undisputed and overdue payment obligations (including unpaid invoices, interest, and collection costs) either by application for payment order or enforcement proceedings before the or an Enforcement Authority, such as Kronofogdemyndigheten in Sweden or by bringing an action before a court of competent jurisdiction.The exercise of such right shall not be deemed a waiver of the arbitration agreement with respect to anyother dispute arising out of or in connection with this Agreement.
18. Miscellaneous
18.1 A decision of discontinuance of sale or provisioning of a Service by OciusX Digital Solutions (end of sales), shall be communicated to Customer at least three (3) months before the actual discontinuance if not a shorter time is motivated because of special reasons such as a third party’s discontinuance of a third party software or integrated service.
18.2 All notices under the Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email.
18.3 No failure or delay by either party in exercising any right under the Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
18.4 If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court 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 Agreement shall remain in effect.
18.5 Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Agreement in its entirety (including allorders), without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Furthermore,OciusX Digital Solutions has the right to assign or pledge any monies due or to become due. Any attempt by a party to assign its rights or obligations under the Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, the Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
18.6 OciusX Digital Solutions shall be at liberty to subcontract all or some of the Services contracted by OciusX Digital Solutions to be provided pursuant to this without prior reference to Customer, provided that no such subcontract will relieve OciusX Digital Solutions of any of its obligations hereunder.
18.7 OciusX Digital Solutions reserves the right to modify the terms and conditions of these General Terms or its policies relating to the Services at any time, effective upon posting of an updated version of these General Terms on the Service. Customer is responsible for regularly reviewing the General Terms. Continued use of the Service after any such changes shall constitute Customer’s consent to such changes.
18.8 The Agreement, including all appendices here to and all orders, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of the Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted.
18.9 If either party is prevented from performing any of its obligations under the Agreement due to any cause beyond the party’s reasonable control, including, without limitation, lack of Internet access, an act of God, fire, flood, explosion, war, strike, embargo, government regulation, civil or military authority, (a “force majeure event”) the time for that party’s performance will be extended for the period of the delay or inability to perform due to such occurrence; provided, however, that if a party suffering a force majeure event is unable to cure that event within thirty (30) days, theother party may terminate the Agreement immediately.
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