By clicking accept, signing a main agreement or similar referring to this Agreement, or Using the Services, the Customer agrees to be bound by the Agreement and the Agreement enters into force (the “Effective Date”).
1.1. Seco Tools will make the Service available to the Customer on a non-exclusive basis. The Demo Version of the Service is made available free of charge subject to entering into this Agreement. The Pro Version of the Service may be used by the Customer upon entering into this Agreement and subject to the Customer paying the subscription fee as set out in Section 4 below and as specified when the Services is ordered.
1.2. The details of the subscription for the Pro Version, including the term and duration of Customer’s subscription period, applicable payments terms and fees, details on the type or version of Service and any usage limits (e.g. number of Users) are set out when ordering the Service and included in the order confirmation.
1.3. In the event Seco Tools makes available downloadable software (e.g. for the mobile app version of the Service), and subject to compliance with this Agreement and all payment obligations, Seco Tools grants to the Customer a nonexclusive, non-sublicensable, nontransferable license, for the period of the subscription of the Service, to install and use the software (and permit Users to install and use the software) solely (i) in accordance with the Documentation and any applicable special terms, if any, and (ii) within the scope of Customer’s subscription, including the permitted number, license type, territory and other attributes specified for the type and level that Customer selected when subscribing for the Service. All restrictions relating to the Service (whether as Demo Version or Pro Version) in the Agreement shall also apply to Customer’s use of such downloaded software.
1.4. Seco Tools is not prevented from using the Service in any way and reserves the right to, in its sole discretion, make any updates, changes, improvements or modifications to the Service at any time and without prior notice to the Customer. Such changes and modifications to the Service may include changes to the functionality, quality and/or scope of the Service. The Customer acknowledges that such changes and modifications, or other maintenance work, may lead to down-time and decreased availability in the Service. In the event of any changes to the scope or quality of the Service which is likely to have a material impact on the Customer’s ability to Use the Service, Seco Tools will use reasonable efforts to notify the Customer in advance. Seco Tools will use commercially reasonable efforts to keep the Service available and accessible at all times. Nonetheless, interruptions and incidents will occur, and Seco Tools hereby disclaims any and all obligations or guarantees to keep the Service available.
2.1. To use the Service the Customer’s individual Users need to create its personal Account. The Customer shall be solely responsible for any activities conducted through the Account(s) or by individual Users and all Use of the Service must be in accordance with this Agreement and any other documentation provided to the Customer.
2.2. The Customer undertakes to indemnify and hold Seco Tools and its Affiliates harmless and upon Seco Tools´ request defend Seco Tools and its Affiliates from any claim, proceeding, liability, loss, cost or expense inflicted upon or incurred by Seco Tools and/or its Affiliates resulting from any Use of the Service by the Customer’s Users or by a third party who has obtained, lawfully or unlawfully, access to the Service (including content) thereof from the Customer or the Customer’s Users (or through any passwords or other access credentials provided to or used by the Customer or the Customer’s Users), including, but not limited to, claims from third parties, damages, lost profits and additional fees for Seco Tools, or its Affiliates, or other costs, including reasonable attorney’s fees.
2.3. The Customer assumes all risk and responsibility for its, and the Users’, Use of the Service, and activities conducted through the account(s). Including back up any reconstruction of its own data input to our output by the Service and verifying the accuracy of any data in the Service and conclusions or course-of-action from data or the Use of the Service.
2.4. Neither the Service nor any data or other output generated may be Used other than as expressly referred to. The Customer shall not (and shall not allow any third party to) during the term of this Agreement or at any time thereafter:
2.5. To be able to use the Service the Customer and Users need an IOS or Android mobile phone. For the Pro Version the User can also use a chrome browser on a desktop.
2.6. The Customer is responsible for ensuring that its Use of the Service complies with all relevant terms and conditions as well as applicable legislation, including (without limitation) laws related to manufacturing and Export Laws, and will indemnify Seco Tools and its Affiliates against any damages, claims, losses and costs resulting from any such incorrect or illegal use. The Customer represents and warrants not to Use the Service in any way to create, upload, or otherwise use any documents restricted by the U.S. International Traffic in Arms Regulations (ITAR).
2.7. The Customer acknowledges that Use of the Demo Version of the Service will have limited functions and features.
3.1. Maintenance. The Service is a regularly updated service that is continuously maintained and developed.
3.2. Support. Seco Tools will provide Customer with applicable Seco Tools standard support for the Services, at no additional charge. The Customer and Users may also find support in the published FAQ on link. Additional or upgraded support may be available if purchased separately.
4.1. Fees. For the subscription of the Pro Version of the Service, the Customer shall pay all fees set out when ordering the Service. When ordering the Customer may select to pay Monthly Subscription Fees, Annual Subscription Fees or any other option provided by Seco Tools from time to time. The number of subscriptions or usage limits cannot be decreased during the relevant subscription term, and purchases are not contingent on the delivery of any future functionality or features, or any public comments made by Seco Tools regarding future functionality or features.
4.2. Payment Terms for Monthly Subscription Fees. If available and the Customer has chosen the Monthly Subscription Fees, the customer agrees to an initial and recurring Monthly Subscription Fee. Seco Tools will invoice the Customer on a monthly basis. Payment of all invoices shall be made within thirty (30) calendar days from the date of the invoice. Should the Customer not make payment within said period, Seco Tools is entitled to penalty interest in accordance with applicable law. Any payment obligation is non-cancellable and fees paid are non-refundable except as specifically agreed between the Parties (e.g. in an SLA).
4.3. Payment Terms for Annual Subscription Fees. If the Customer has chosen the Annual Subscription Fees, the Customer agrees to an initial pre-payment for one full year of service. Seco Tools will invoice the Customer shortly after the ordering of the annual subscription. Payment of all invoices shall be made within thirty (30) calendar days from the date of the invoice. Should the Customer not make payment within said period, Seco Tools is entitled to penalty interest in accordance with applicable law. Any payment obligation is non-cancellable and fees paid are non-refundable except as specifically agreed between the Parties (e.g. in an SLA).
5.1. Suspension Events. Seco Tools reserves the right to restrict functionality or suspend the Service (or any part thereof), the Customer’s or Users’ Account or right to access and Use the Service previously purchased or otherwise acquired by Customer and to take all other actions permitted by law in the event
5.2. Restoration or Termination. If the cause can be remedied, Seco Tools will notify the Customer of the steps needed to restore the Service. If the Customer fails to take such steps within a reasonable period of time, Seco Tools may terminate this Agreement and/or the relevant subscription. Seco Tools shall not be liable to the Customer or any third party for any such modification, suspension or discontinuation of the Customer’s rights to access and Use the Service.
6.1. Intellectual Property Rights. The Service and any Intellectual Property Rights connected therewith, including copies, improvements, enhancements, derivative works and modifications, are and shall remain the property of Seco Tools. Any intellectual property rights created by, or arising as a result of, the Customer’s Use of the Service shall vest with Seco Tools. Seco Tools grants the Customer and its Users a nontransferable, non-assignable and nonexclusive right to use the Service for the User’s own internal business purposes, in accordance with its intended purpose and this Agreement and that is the only access to the Service that Customer is granted, no other rights with respect to any part of the Service or any related intellectual property rights are granted or implied.
6.2. Feedback. The Customer agrees that any submission of feedback, suggestions, ideas, or other information or materials regarding the Service that the Customer or Users provide, whether by email, through the Service, in meetings or otherwise (“Feedback”) is at Customer’s own risk and that Seco Tools has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. The Customer agrees that Seco Tools and its Affiliates may, and are granted a worldwide, perpetual, irrevocable and royalty-free license to, freely use, display, distribute, adapt, modify and otherwise commercially or non-commercially exploit Feedback for any business purpose, including development of products and services. In the event Seco Tools or one of its Affiliates elects to use any Feedback provided by the Customer, no compensation is payable to the Customer.
6.3. Third Party Content. The Service may contain certain Third Party Content, which is provided and licensed solely under the terms and conditions provided by its respective suppliers. Third Party Content provided or made accessible together with the Service are further described in the Documentation, including links to relevant terms and conditions. Seco Tools and its Affiliates assume no liability whatsoever for Third Party Content, or any errors in the Service (or any other liability whatsoever) that may occur as a result of Third Party Content. Further, the Customer may, if the Service supports such functionality, add additional Third Party Content not provided or made accessible together with the Service. Seco Tools does not support or endorse the use of any Third Party Content not listed in the Documentation
7.1. Product and Supplier Data. Data concerning products from Seco Tools, its Affiliates or third parties, for example, but not limited to ToolsUnited (“Data Providers”) supplying product data to the Service. This includes the number of created products, supplier data for the product and technical data supplied to the Service from Data Providers (“Product and Supplier Data”). The Customer acknowledges and agrees that Product and Supplier Data is owned by the Data Providers. The Customer and Users’ access to this Product and Supplier Data is facilitated by the Service and may not be used for other purposes than for the purpose of the Customers internal use of the Service during the subscription term.
7.2. Customer Data
7.3. Generated Data
7.4. Data in Demo Version. Customer Data and Generated Date uploaded and created in a Demo Version may be migrated to the Pro Version if the Customer purchases the Pro Version.
8.1. Personal Data. In the provision of the Service, Seco may process Personal Data (as defined in the General Data Protection Regulation (EU) 2016/679)) related to persons employed or otherwise engaged by the Customer, e.g. in relation to hosting, support and maintenance, if Customer Data contains Personal Data, or to provide support or services requested by the Customer. Customer will be the data controller for such processing of Personal Data and Seco will be engaged by Customer as a data processor pursuant to General Data Protection Regulation (EU) 2016/679). Pursuant to such engagement, the parties agree a separate schedule to this Agreement, the Data Processing Agreement (DPA) which shall govern the processing of Personal Data under this Agreement.
8.2. As described in Seco Tools’ privacy notice, which is made available to Users upon Account registration and can be found both in the Webapp and mobile app, Seco Tools may also collect and process Personal Data from individual Users as a data controller. In such cases, Seco Tools will only process Personal Data in accordance with Seco Tools’ privacy notice and applicable data protection laws and regulations. Information about what rights Users have relating to their Personal Data, and how they can be exercised, are explained in Seco Tools’ privacy notice and the Customer shall bring this information to Users’ attention.
9.1. Except as otherwise set forth in this Agreement, each Party (the “Receiving Party”) undertakes to treat Confidential Information shared by the other Party (the “Disclosing Party”) as confidential and not to disclose any Confidential Information to any third party or use such Confidential Information for any other purpose than for the due performance of this Agreement. This Section shall not extend to any Confidential Information which (i) was rightfully in the possession of the Receiving Party prior to the commencement of the negotiations leading to the Agreement or which is already public knowledge or becomes so at a future date (otherwise than as a result of a breach of this Agreement); (ii) was or is independently developed by the Receiving Party or its representatives as proven by its written records; (iii) was disclosed to the Receiving Party or its representatives by a third party not under any obligation to keep such Confidential Information confidential, provided that the Receiving Party shall not corroborate Confidential Information disclosed to it by a third party or otherwise further disseminate such Confidential Information; or (iv) must be revealed due to law or by order of a judicial or governmental authority or by any applicable stock exchange regulations or the regulations of any other recognised market place, provided that the Receiving Party notifies the Disclosing Party of the demand for disclosure promptly and as far in advance of the date of disclosure as circumstances reasonably allow (provided such notice is legally permitted) as to allow the Disclosing Party to seek protective order or other appropriate remedy.
9.2. The Receiving Party shall not without the prior written consent of the Disclosing Party divulge any part of the Confidential Information to any person except to (i) the Receiving Party’s employees and third party consultants on a strict need to know basis; (ii) the Receiving Party’s auditors and any other persons or bodies having a right, duty or obligation to know the business of the Receiving Party and then only in pursuance of such right, duty or obligation; (iii) as regards the Customer, any person who is from time to time appointed by the Customer to maintain any equipment on which the Service is being used (in accordance with the terms of this Agreement) and then only to the extent necessary to enable such person to properly maintain such equipment; and (iv) as regards Seco Tools, any person who is from time to time appointed by Seco Tools to provide, develop, design, configure, support, maintain or otherwise use the Service and then only to the extent necessary to perform such task. Each Party undertakes to ensure that the persons and bodies mentioned in this Section are made aware prior to the disclosure of any part of the Confidential Information that the same is confidential and that they owe a duty of confidence to the other Party in accordance with this Agreement. Each Party shall be responsible for the acts and omissions of such persons and bodies to whom such Party divulges such information, with respect to any access, use, protection or disclosure of such information, as if such Party had engaged in such acts and omissions.
10.1. SECO TOOLS DOES NOT GUARANTEE ANY APPLICABILITY OR FUNCTIONALITY OF THE SERVICE. THE SERVICE AND ANY DATA CONTAINED THEREIN OR GENERATED THEREFROM IS PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, WITHOUT, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED AS TO: (A) THE SERVICE; (B) THE OUTPUT DATA (C) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO SECO TOOLS; OR (E) THIRD PARTY CONTENT AND/OR OTHER ASSOCIATED SERVICES PROVIDED OR MADE AVAILABLE AS PART OF OR TOGETHER WITH THE SERVICE. IN ADDITION, SECO TOOLS HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
10.2. SECO TOOLS DOES NOT REPRESENT OR WARRANT THAT ANY PART OF THE SERVICE, THE OUTPUT DATA OR THIRD PARTY CONTENT WILL BE AVAILABLE, ERROR-FREE OR UNINTERRUPTED; THAT INCIDENTS OR DEFECTS WILL BE CORRECTED; OR FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES OR MALWARE. SECO TOOLS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT PRODUCT AND SUPPLIER DATA CONTENT OR THE INFORMATION, DATA OR RECOMMENDATIONS FROM THE SERVICE (INCLUDING ANY OUTPUT DATA) ARE ACCURATE, COMPLETE, OR USEFUL.
11.1. Seco Tools agrees to, subject to the limitations in Section 12, indemnify and defend the Customer from and against any third party claim that Customer’s Use of the Service infringe any Intellectual Property Rights in the EU of such third party.
11.2. As a condition of this indemnity the Customer shall:
11.3. Seco Tools will, however, in no event indemnify or be liable towards the Customer to the extent that the alleged infringement is based on or results from: (i) the Customer has Used the Service for any other purpose than the purpose expressly set forth in this Agreement or the Customer’s Use of the Service is in breach of this Agreement or in a manner contrary to the instructions given to the Customer by Seco Tools; (ii) the Customer has failed to, within reasonable time, implement such corrections or enhancements made available by Seco Tools to the Customer; (iii) a modification of the Service (or any part thereof) by anyone other than Seco Tools; (iv) any Customer Data; (v) the Customer’s Use of the Service (or any part thereof) after notice of the alleged or actual infringement from Seco Tools or any appropriate authority; and (vi) the use of or combination with any Third Party Content or with any models, designs, plans, instructions, specifications, diagrams or the like not provided by Seco Tools, provided that such use of or combination with the models, designs, plans, instructions, specification, diagrams or the like are the basis for the infringement claim
11.4. Seco Tools’ liability under this Section will be reduced proportionately to the extent the liability was caused or contributed to by an act or omission of Customer or any of its personnel.
11.5. The foregoing state the Customer’s sole and exclusive rights and remedies, and Seco Tools’ (including Seco Tools’ Affiliates’, employees’, agents’ and sub-contractors’) entire obligations and liability, for any alleged or proven infringement of any intellectual property rights.
12.1. NOTHING IN THIS AGREEMENT EXCLUDES THE LIABILITY OF EITHER PARTY (I) FOR FRAUD OR FRAUDULENT MISREPRESENTATION; OR (II) FOR DEATH OR PERSONAL INJURY CAUSED BY GROSS NEGLIGENCE OR WILFUL MISCONDUCT.
12.2. SUBJECT TO SECTION 12.1: IN NO EVENT WILL SECO TOOLS BE LIABLE FOR THE FOLLOWING, REGARDLESS OF THE THEORY OF LIABILITY OR WHETHER ARISING OUT OF THE USE OR INABILITY TO USE THE SERVICE OR OTHERWISE, EVEN IF SECO TOOLS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES: (A) INDIRECT, INCIDENTIAL, EXEMPLARY, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES; (B) LOSS OR CORRUPTION OF DATA/INFORMATION OR INTERRUPTED OR LOSS OF BUSINESS; OR (C) LOSS OF REVENUE, PROFITS, GOODWILL OR ANTICIPATED SALES OR SAVINGS. FURTHER, SECO TOOLS AND ITS LICENSORS WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHETHER TO PERSONS, MACHINES, TOOLS, WORKPIECES OTHER TANGIBLE PROPERTY OR ANY MONETARY LOSS OR DAMAGE, THAT COULD HAVE BEEN AVOIDED BY THE USER’S COMPLIANCE WITH THE ACCEPTABLE USE POLICY AND PROPER USE OF THE SERVICE.
12.3. SUBJECT TO SECTION 12.1: SECO TOOLS’ TOTAL LIABILITY IN CONTRACT (INCLUDING IN RESPECT OF THE INDEMNITY IN SECTION 11.1), TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE, ARISING IN CONNECTION WITH THE PERFORMANCE OR CONTEMPLATED PERFORMANCE OF THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY CUSTOMER FOR THE SERVICE TO WHICH THE CLAIM RELATES DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.
13.1. Effective Date: This Agreement is effective as of the Effective Date and shall continue until terminated in accordance herewith or until all subscriptions have expired.
13.2. Term: The term of each subscription will be as set forth when ordering and in the order confirmation. Before the end of the subscription term the Customer may be contracted and requested for renewal for additional term.
13.4. Effect of Expiration or Termination:
13.5. Any provision that by the very nature of which should survive, shall survive any termination or expiration of this Agreement.
14.1. Amendments. Seco Tools may at any time revise the terms of this Agreement by updating them and notifying the Customer thereof.
14.2. Assignment. Neither this Agreement nor any rights or obligations of the Customer hereunder shall be assignable or transferable by the Customer, and any purported assignment or transfer in violation of the foregoing shall be null and void. This Agreement will bind and inure to the benefit of each party’s permitted successors and assignees. Seco Tools may assign this Agreement in whole or in part in its sole discretion.
14.3. Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.
14.4. Construction and Interpretation. The original of this Agreement has been written in English. Customer waives any rights it may have under the law of its country to have this Agreement written in the language of that country. This Agreement shall be equally and fairly construed without reference to the identity of the party preparing this document as the parties have agreed that each participated equally in negotiating and preparing this Agreement or have had equal opportunity to do so. The parties waive the benefit of any statute, law or rule providing that in cases of uncertainty, contract language should be interpreted most strongly against the party who caused the uncertainty to exist. The headings and titles to the articles and sections of this Agreement are inserted for convenience only and shall not be deemed a part hereof or affect the construction or interpretation of any provision hereof.
14.5. Entire Agreement: This Agreement (including the Documentation) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement.
“Account” means an account established by the Customer or a User to enable Users to Use or access a Service.
“Affiliate” means any individual or company which controls, is controlled by or is under common control with a Party, where “control” means the power to control the composition of the board of directors of such Party (whether by contract, corporate law or other means), the possession of more than half of the voting shares of such Party or the ability to consolidate such company’s financial statements with those of the Party in accordance with generally accepted accounting principles.
“Confidential Information” means all non-public, business related or technical information, written or oral, disclosed by a Party under this Agreement, whether or not it is marked as confidential or not, including, but not limited to, the existence of this Agreement and any information designated or marked as confidential (or if it is apparent from the circumstances that the information is confidential), any trade secret, know how, invention, software program, source code, object code, application, documentation, contract, information, knowledge, data, database, process, technique, design, drawing, program, formula or test data, or other business information. The Service and information generated or made available by Seco Tools through or in connection with providing the Service (including Third Party Content, Product and Supplier Data, Output Data and Generated Data) constitutes Confidential Information of Seco Tools. Customer Data constitutes Confidential Information of the Customer.
“Customer” means the legal entity subscribing to the Service under this Agreement.
“Customer Data” means as defined in Section 7.2.1.
“Customer Product Data” means as defined in Section 7.2.2.
“Data Providers” means as described in section 7.1.1.
“Demo Version” means a demo version of the Service with limited functions and features.
“Documentation” means the most recent written or online (i) user manuals, (ii) e-learning modules or other training materials, (iii) technical requirements on the Customer’s machines or the Customer’s IT environment (e.g. infrastructure and network requirements), or (iv) other documentation applicable to the Service which Seco Tools may make available through the Service or otherwise to the Customer from time to time.
“Generated Data” means as described in Section 7.3.1.
“Intellectual Property Rights” means any and all intellectual property rights (including but not limited to know-how, trade secrets, drawings and technical information).
“Party” means either Seco Tools or the Customer, collectively the “Parties”.
“Personal Data” means as defined in the General Data Protection Regulation (EU) 2016/679).
“Pro Version” means the complete version of the Service.
“Product and Supplier Data” means as described in Section 7.1.
“Seco Tools” means Seco Tools AB, reg. no 556071-1060, a limited liability company incorporated under the laws of Sweden having its registered office at Björnbacksvägen 10, 737 30 Fagersta, Sweden or, if specified in an Order Form, its designated Affiliate from which the Customer purchases a subscription.
“Service” means the IDEM service, provided as webb application as well as mobile applicable.
“Third Party Content” means software, software services, materials or content provided by third parties as part of or otherwise used together with the Service as specified in Section 6.3. For the avoidance of doubt, Product and Supplier Data belonging to Seco Tools does not constitute Third Party Content.
“User” means an individual who is authorized by Customer to use the Service, for whom Customer has ordered and paid for the Service, and to whom Customer (or when applicable, Seco Tools at Customer’s request) has supplied a user identification and password. Users may include, for example, employees, consultants, contractors and agents of Customer and third parties with which Customer transacts business.
“Use” or “Using” means to access or otherwise use the Service or any part thereof.