This Customer agreement governs the obligations and rights of the Customer and Visionera AB
1 Definitions
Customer : An organization or company, that has an activated a
company account in VisionFlow, the web based service provided by Visionera
AB.
Customer Administrator : The person that assumes payment responsibility for a company account in VisionFlow on behalf of a Customer, and manages project members and projects in VisionFlow for the Customer.
Project Member : A unique person/individual (such as an employee of the Customer or organization, or a third party) who is registered on a Customer and, via a password, gains access to VisionFlow, or by using the web services provided by Visionera. All persons/individuals that make use of VisionFlow shall be uniquely identified by a user account on a Customer account unless otherwise agreed upon with Visinera.
Company account : A service with respect to storage space for electronic data and other services provided to the Customer and its project members by Visionera AB.
Project : A service with respect to storage space for electronic data and other services related to a specific project stored under a company account. Project can also be called workspace and process in VisionFlow
Accessible Code means source code contained within the Product that is accessible under the terms and conditions of this agreement.
2 Visionera's responsibilities
Visionera undertakes to provide the Customer with access to the web based
service called VisionFlow, as specified in detail in this Customer
agreement and that is available on the web site https://visionflow.com.
In the event of any conflict between this agreement and that which is stated
on the web site, this agreement shall take precedence. Visionera undertakes to adopt reasonable measures in order to ensure that
the company account and its projects is available over the
Internet around the clock, seven days a week, with the exception of when
system updates are performed. System updates should be scheduled to take place
after business hours and preferably during weekends. Visionera shall take mesurements to enforce the accessibility
previously mentioned where Visionera deems such to be necessary for technical,
maintenance, operational, or security reasons. Visionera is not responsible or
liable for the deletion or failure to store data and/or other information.
VisionFlow will use industry standard precautions to ensure that data is
stored and backed up in a safe and recoverable manner. The Customer is also aware and
acknowledges that the Customer's access to the Internet cannot be guaranteed
and that Visionera shall not be liable for deficiencies in the Customer's own
Internet connections.
3 The Customer's responsibilities
The Customer shall comply with the security and administrative regulations as
notified in conjunction with registration of the Customer or the Project Member.
The Customer shall ensure that all details provided regarding invoicing
information or credit card information are correct and undertakes to update such
information regularly. The Customer shall be responsible for the activities conducted by the
Customer and its ProjectMembers in VisionFlow and shall ensure compliance
with national laws.
4 User privacy
Visionera respects the privacy of its Users. Some personal information you
provide to Visionera may be stored outside of the country in which you reside.
You agree that support personnel at Visionera may access your account, including its contents, to
respond to service or technical issues. Read our
Privacy Policy for additional information.
5 Prices and Payment Conditions,
etc.
The Customer shall pay compensation for using VisionFlow and related services
in accordance
with the price list applied by Visionera until the subscription (company account) is cancelled/terminated.
The VisionFlow subscription (company account) shall be cancelled/terminated at least one week before the
end of the month if the customer want to avoid beeing charged for the next month.
All prices are subject to change at
any time. The services provided by Visionera is either debited to the Customer
in advance for a selected period or after the service has been used. Payment shall be made by the Customer against
invoice or through use of a credit card approved by Visionera within 30 days of
the invoice date. If the invoice isn't paid on time Visionera will be entitled to
charge a penalty fee for any payment reminders. The Customer undertakes to make payment of invoices, in a currency stated on
the invoice, into the bank account stated on the invoice. In the event of early termination of
the customer account in VisionFlow, the Customer
will
not be entitled to a refund of prepaid fees. Unless otherwise agreed
the Customer shall pay a compansation fee to Visionera AB based on the
number of active users (Project Members) registered on the Customer account
per month where a minimum of three users will be charged.
6 Right to Use VisionFlow
The Customer shall be entitled, to provide users with access to the Customer's
Account and its projects in VisionFlow. The Customer is aware and acknowledges that the Customer is liable for
the persons to whom the Customer gives access to VisionFlow. Visionera shall hold title to all intellectual property rights and technical
solutions or, in the alternative, shall possess a sole right to use the same.
Such intellectual property rights and technical solutions may only be used by
the Customer in the manner stated in this agreement. Under no circumstances
shall the Customer or a third party acquire any intellectual property rights to
the services or to the software or technical solutions used in the service, or
to any business mark belonging to or used by Visionera AB.
7 Support
Visionera provides support by e-mail, telephone and via the web site regarding
any issue related to the use of VisionFlow. Such support is provided on
weekdays (excluding public Swedish holidays) during Visionera's ordinary office hours
and to the reasonable extent decided upon in detail by Visionera. Enquiries
and/or error notices must be submitted to Visionera via the web site, by e-mail
or
telephone in accordance with contact information available on the VisionFlow web
site.
8 Visionera's Limited Liability, etc.
Subject to the limitations set forth in this agreement, Visionera shall be
liable for losses resulting from Visionera's negligence. In the event of defects or deficiencies attributable to Visionera,
Visionera undertakes to act to rectify such defect without unreasonable delay.
In the absence of intent or gross negligence by Visionera, Visionera otherwise
assumes no responsibility for defects or deficiencies in VisionFlow and
services included therein. Error notification must be given by the Customer in
accordance with the instructions announced by Visionera from time to time and
within a reasonable time of the discovery of the defect.
The Customer shall not be entitled to a reduction in payment, or to damages
or other sanctions in the event of operational disruption or errors that impede
traffic that are not due to negligence by Visionera. Where operational disruptions or traffic errors occur to such an extent
that a Project Member does not have access to VisionFlow during a period
in excess of one (1) month, the Customer shall be entitled to terminate the
agreement in writing in the manner set forth below, and such termination shall
constitute the Customer's sole remedy. In connection with termination of the
agreement pursuant to this provision, the Customer shall be responsible for the
repossession of information stored by the Customer with Visionera.
Visionera's liability under this agreement shall be limited as follows.
Visionera's total liability in damages for a Customer shall be limited to direct
losses in an amount corresponding to the agreed fees paid by the Customer for
VisionFlow and related services during the period of 6 months
immediately prior to the breach of contract that entitles the Customer to
damages. In the absence of intent or gross negligence by Visionera, under no
circumstances shall Visionera be liable for indirect losses, loss of profits or
anticipated savings, loss of revenue, loss of data, or third party claims. The Customer may claim sanctions in accordance with the above only where
the Customer provides Visionera with notice thereof not later than 45 days after
the Customer knew, or should have been aware, of the grounds for the claim.
9 Password, etc.
The Customer shall ensure that identities, passwords, and equivalent
allocated by the other party are stored and used in a secure manner. Where it is suspected that any unauthorised person has become aware of the
user identity and/or password, the Customer shall immediately inform Visionera
thereof.
The Customer shall be liable for losses or damage incurred by Visionera where
the Customer intentionally or unintentionally reveals the user identity/password to
a third party or where it otherwise become known to
an unauthorised party, unless the Customer notifies Visionera immediately upon
suspicion that such has occurred.
After Visionera has been notified of a suspicion that an unauthorised
person has become aware of the user identity/password, the Customer shall be
liable for Visionera's acts or omissions only where the Customer has acted with
intent or gross negligence.
10 Restrictions on Access to VisionFlow
In the event the Customer's use of VisionFlow occasions any loss or
the risk of loss to Visionera, Visionera shall be entitled to restrict access to
VisionFlow for the Customer and any of the Project Members, and to take measures
that are defensible in light of the circumstances. Visionera shall notify the
Customer as soon as possible in the event of the imposition of a restriction on
access to VisionFlow.
Visionera shall be entitled to immediately prevent continued dissemination
of information in VisionFlow where it may be reasonably assumed that
continued dissemination violates governing law or administrative or security
regulations. Visionera shall notify the Customer where Visionera removes
information from VisionFlow.
11 Force Majeure
A party shall be released from liability in damages and other sanctions
where the performance of a specific obligation is prevented or rendered onerous
due to circumstances beyond a party's control and which could not reasonably
have been foreseen. Such force majeure events include, inter alia, labour
conflicts, lightning, fire, decisions of public authorities or other public
regulations, errors in another operator's network, delays in services from
subcontractors due to events as stated above, general scarcity of transport,
goods, or energy, or other similar circumstances.
Where a party's performance is prevented for a period in excess of one
month due to an event as stated above, either party shall be entitled to
terminate the agreement in writing without any obligation to pay compensation.
12 Confidentiality, etc.
Visionera undertakes not to disclose to any third party, or otherwise make
available, information received by Visionera from the Customer
or its Project Members within the scope of the agreement. This confidentiality obligation shall
not apply to such information as Visionera can demonstrate became known to
Visionera other than pursuant to this agreement or which is in the public
domain. Nor shall the duty of confidentiality apply where a party is obligated
to provide information pursuant to law or public authority regulations or
orders. The duty of confidentiality shall remain in force notwithstanding the
termination of the agreement.
13 Amendments and Supplements
In order to facilitate a further development of the concept, Visionera reserves
the right to effect modifications to the design, operational method, technical
specifications, systems, and other functions, etc. of VisionFlow.
Visionera further reserves the right to amend the terms and conditions of
this Customer agreement including, but not limited to, the prices charged by
Visionera from time to time. The Customer shall be informed of such amendments
by e-mail or through the information being made available on Visionera's web
site. The Customer shall be deemed to have received such notice within one week
of the notice being sent by e-mail or made available on Visionera's web site.
Where the Customer does not accept the amendment, the Customer shall be
entitled, within thirty (30) calendar days from the date of despatch of the
e-mail or, where appropriate, thirty (30) calendar days from the amendment being
published on Visionera's web site, to terminate the agreement with immediate
effect. Where the agreement is not terminated by the Customer within the
mentioned time, the Customer shall be deemed to have accepted the new terms
and conditions.
14 Term of Agreement and Termination, etc.
This agreement shall enter into force upon acceptance by the Customer of
these terms and conditions through execution of this agreement. This agreement
shall remain in force for an indefinite term subject to 1 month's notice of
termination by either party. Upon termination of the agreement, Visionera shall
not be responsible for the information generated by the Project Member/Customer
within VisionFlow. Accordingly, the Customer must ensure that it
possesses the necessary back-up copies, etc. of the information that it desires
to save.
Visionera shall be entitled to delete all information stored at Visionera
by the Customer after one (1) month after the termination of the
agreement with the Customer.
15 Premature Termination, etc.
Visionera shall be entitled, with immediate effect, to block the Customer's
access to a VisionFlow or to prematurely terminate the agreement in writing
where:
16 Assignment
Visionera shall be entitled, in whole or in part, to assign its rights and obligations under the agreement with the Customer to a company within the same de jure or de facto group of companies as Visionera without the Customer's prior consent.
The Customer shall not be entitled to assign its rights or obligations under this agreement without Visionera's written consent. Where the Customer assigns its rights and obligations under this agreement and the new party fails to perform its obligations, the Customer shall be liable for the performance of such obligations.
17 Intellectual Property
The Subscriber acknowledges that VisionFlow and all intellectual property rights in relation to VisionFlow are the property of Visionera and Visionera is entitled to take whatever action it may decide in order to protect its intellectual property rights in VisionFlow.
18 Publicity Rights
The Subscriber grants Visionera the right to include the Subscriber as a customer on the Visionera website or other promotional material in relation to the Product. Within thirty (30) Business Days of the Subscriber's written request, Visionera will remove the Subscriber's name from its website customer list and will make no further reference to the Subscriber in any future material promoting Product.
19 Governing Law and Disputes
This Agreement and the ensuing relationship between Visionera and the
Company shall be construed in accordance with, and governed by, the laws of
Sweden.
In the event of any dispute relating to this Agreement, the parties agree
to initially make a full and good faith attempt to resolve such dispute by
negotiation at an executive level, to the extent reasonable under the
circumstances, prior to commencing court proceedings.
All disputes relating to this Agreement shall be adjudicated in Stockholm,
Sweden, with the District Court of Stockholm (Stockholms tingsrätt) as the court
of first instance.
20 Authorisation
The signatory to this agreement is hereby admonished that he/she is
responsible for ensuring that authorisation exists to bind the Customer through
such execution.
21 Customer�s Restrictions
During the term of this agreement, the Customer must not without the prior written consent of Visionera (which may be withheld and which may include certain conditions):
(a) decompile, reverse engineer, disassemble, modify, adapt, repackage, create derivative works from, or otherwise attempt to derive, the Accessible Code; (b) sell, redistribute,
reproduce, transmit, circulate, disseminate, translate or reduce to or from any electronic medium or machine readable form the Product or any data/information provided
to the Customer through the Product to a person (except that nothing in this paragraph (b) is intended to prevent an Authorised Person undertaking Authorised Use at the
Authorised Site); (c) vary or amend the Authorised Use without Visionera's prior written approval; (d) publish, promote, broadcast, circulate or refer publicly to the
Visionera name or logo, without the prior written consent of Visionera; (e) commit any act or omission the likely result of which is that Visionera's reputation will
be brought into disrepute or which act or omission could reasonably be expected to have or does have a material and adverse effect on Visionera's interests. For the
avoidance of doubt, subject to the terms and conditions contained herein, Customer is not permitted to modify the Accessible Code to develop bug fixes, customizations,
or additional features, unless with prior written consent of Visionera. Under no circumstance may Customer embed the Accessible Code into another application without a
separate OEM license agreement, nor shall Customer copy elements of the Accessible Code into other applications. In addition, the Product includes license protection
mechanisms that are designed to manage and protect the intellectual property rights of Visionera. Customer must not modify or alter those features to try to defeat the
Product use rules that the license protection mechanisms are designed to enforce.
22
No resale of service
You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion
of VisionFlow, use of VisionFlow, or access to VisionFlow. Resale of VisionFlow
is only allowed with a written consent of Visionera (which may be withheld and which may
include certain conditions) and a reseller agreement from Visionera.
Version 1.4, Revised July 31, 2009