Terms and Conditions

General User Terms

Introduction

The terms and conditions herein are referred to as the General User Terms.

These General User Terms apply to Openpoint AB’s (Openpoint) operated point cloud viewer and a file and document management system (the Service), and to users of the Service.

By actively agreeing to be bound by these General User Terms (by any written contract or otherwise), by accessing or in any way using the Service, by creating or logging into a Service Account in the Service (Service Account), You will be a User and You agree to be bound by these General User Terms.

By actively agreeing to be bound by these General User Terms the User represents and warrants that; (a) the User is not a minor (the age of up to 13 – 16 years depending on applicable legislation in relevant country) requiring parental control and acceptance, (b) the User’s approval of the General User Terms has been duly executed and delivered and constitutes a valid and binding agreement enforceable against the User in accordance with its terms, (c) no authorization or approval from any third party is required in connection with the User’s execution, delivery or performance of the Service; and (d) the execution, delivery and performance of the Service does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound, or any applicable law or regulation.

The date when the User has accepted these General User Terms and completed the required registration process and subscription for use of the Service, including the setting up of the Service Account is the Effective Date. The User’s right to use the Service is valid from Effective Date and remains in full force and effect until terminated in accordance with these General User Terms (Section 9).

In connection with the creation of a Service Account, or as otherwise prompted, the User will have the option to accept or decline Openpoint’s use of User Data for marketing purposes and for advertising notices (User consent), as further described in Openpoint Privacy Policy.

If you have questions or complaints regarding the General User Terms, the Service, or otherwise about Openpoint, please write to us at support@openpoint.se.

Description and Scope of Service

The Service is a web and cloud-based platform designed for the digital community building process. The Service is designed to be used as an information node for all property data by being able to link, connect, integrate, and store different formats of data in a similar way in one digital location.

The Service includes a point cloud viewer, a file and document management system. The point cloud viewer and the file and document management system are based on various open-source software provided as Third Party Services.

The rights granted to a User hereunder are allowing the User to access to Projects (as defined below). Use of the Service includes the right for the User to be invited by a Subscriber (a paying customer to Openpoint as defined below) to use the Service in Projects created and/or displayed by Subscribers.

A Subscriber is a User that has entered and holds an active Subscription agreement to use the Service for at least one Project. A Subscriber has access to additional options and features in the Service, such as adding Service Content (as defined below), to invite Users to Projects and to share Projects and content with other Subscribers and Users.

Definitions

Administrator – A User with additional administrative access than Users. A Subscriber can appoint one or several Administrators.

Affiliate – Any entity controlling or controlled by or under common control with a party where control is ownership of more than 50 % of the equity or voting rights of such entity.

Applicable Data Protection Law – Refers to all privacy and personal data legislation applicable to the personal data including EU General Data Protection Regulation 2016/679 and any national laws adopted pertaining to this regulation. The term includes binding guidelines, opinions, recommendations and decisions from supervisory authorities, courts, or other authority (GDPR).

Documentation – Any Openpoint and/or its licensors supplied specification, installation and security instruction, guide, manual and other documentation that explain the installation (if applicable), use and functions of the Service, including but not limited to related system and service documentation, all comments, procedural language, materials useful for understanding and using the Service.

Effective Date – The date when the User has accepted these General User Terms and completed the required registration process and subscription for use of the Service, including the setting up of the Service Account.

General User Terms – These General User Terms for Use of the Service.

IPR – Software, patents, inventions, copyrights, trademarks and symbols, domain names, trade secrets, know-how, processes, algorithms, techniques, designs and other technical material or information and any other intellectual property and/or proprietary rights, or modifications, enhancements and other derivative works of the foregoing, whether registered or not.

Model – A geometric figure that is either imported as a BIM-file or created by a Subscriber (or User appointed by a Subscriber) by using a feature within the Service.

Openpoint – Openpoint AB, a Swedish company with registration number 559175-7082, acting both on its own name and on behalf of all its Affiliates.

Openpoint Content – Any by Openpoint and/or its licensors supplied data, texts, audio, video, graphics, features, functions, images, photographs, animations, music, applets incorporated into the Service or on Openpoint’s website, and other information and data as part of the Service, and/or as published on Openpoint’s website.

Openpoint Data – Data and materials supplied or made available by Openpoint and/or its licensors to Users in and for the Service, which includes all files, IPR, Documentation, programs, source code, Openpoint Content and integration options that Openpoint establishes and/or provides to the Users (and Subscribers) for and/or within the framework of the Service, or produces for or on behalf of a User (or Subscribers) for and/or within the framework of the Service.

Openpoint Technology – The Service and any associated products and services, and all Openpoint’s and/or its licensors technology (including but not limited to software, software development kits, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information), owned by Openpoint and/or its licensors, and/or used in the course of providing and supporting the Service and any associated products and services, and subsequent updates or upgrades of any of the foregoing.

Openpoint Property and Proprietary Rights – The Service and any associated products and services, Openpoint Content, Openpoint’s Technology, any Openpoint’s confidential information, Openpoint Data, Service Data, and any and all IPR to or relating thereto, and all updates, upgrades, modifications, enhancements, and other works deriving from the foregoing.

Personal Data – Any information relating to an identified or identifiable natural person (data subject), including Service Account Data, where an identifiable natural person is one who can be identified, directly or indirectly, by reference to an identifier such as name, an identification number, location data, and online identifier.

Point Cloud – A point cloud is a large collection of data points in three-dimensional (3D) space, where each point represents a specific location on the surface of an object or in a space.

Point Cloud Data – A Point Cloud file that is entered (imported) into the Service or shared within the Service.

Project – An instance of the Service created by a Subscriber, for which the Subscriber has entered a Subscription Agreement to be able to; add, manage and share Subscriber Data with invited Users and other Subscribers.

Project Transfer – The sharing or transfer of administration rights of a Project with other Users or Subscribers. A Project Transfer may only be done between two Subscribers. When a Project is transferred to another Subscriber the receiving Subscriber is the new Subscriber of that particular Project, with control of any Project content, administration and User access.

Share or Sharing – A method by which a Subscriber shares Subscriber Content with other Subscribers and Users appointed by the receiving Subscriber, who accepts the receipt of such content. Sharing of content can be cancelled by the sharing Subscriber at any time.

Service – Openpoint’s web and cloud-based service, and API (as applicable), and any subsequent updates, upgrades, bug fixes, work around, or other services and/or products delivered or made accessible in connection with the Service, deployed and used in accordance with the terms and conditions set out in these General User Terms and any relevant Subscription Agreement. Any third party codes and open source included in the Services are listed Openpoint webpage.

Service Content – means Openpoint Content, Subscriber Content and Third-party Content.

Service Data – Data provided to or generated by and in the Service but excluding User Data and Subscriber Data.

Subscriber – A Subscriber is a User that has entered an active Subscription agreement to use the Service for at least one Project. A Subscriber has access to additional features in the Service, such as adding content and invite Users to Projects, manage Administrators and Administrative access, and to share Projects and content with other Subscribers and Users.

Subscriber Content – Content added to the Service by the Subscriber or a User that has been invited by the Subscriber.

Subscriber Data – The Subscriber Content and all other data provided or created by a Subscriber in and to the Service including any Third-Party Content entered into the Service by the Partner, such as imported Point Clouds and BIM-file Models or Models created by using features in the Service, Points of interest, Notes and other data added to the Service by the Subscriber.

Subscription – An active Subscription is required to further use and utilize the Service, as compared to the basic use-rights granted to Users. A Subscription may vary in price, SLA and includes different Service features for different types of Subscribers. For example; Partners, Non-commercial organizations, a private user, an enterprise customer, a municipal, a governmental body/company, or a National Geo-Data-Platform Provider (NGP) may sign Subscriptions with different price models, price levels, SLA and Service features.

Subscription Agreement – A separate agreement between a Subscriber and Openpoint that, in addition to the rights and obligations set forth in these General User Terms, states additional and specific terms and conditions for the Subscriber’s use of the Service and other terms, such as conditions and documents for accessing and using the Service in accordance with the relevant type of Subscription, price, SLA, specific data processing terms, the Subscriber’s access to specific features of the Service, Subscription period and specific termination rights etc.

Subscription Term – a Subscriber’s permitted length of access and use of the Service under specific Subscription Agreement.

Support – Support service provided by Openpoint in accordance with Openpoint’s Support Terms for Users to be found at Openpoint’s webpage. Additional Support services for the Service and other matters relating to use of the Service may be provided in or via the Service or as specified in separate Subscription Agreement.

Third-Party Content – Any Service Content created by a third party and then entered into and added to the Service by a Subscriber or a User appointed by the Subscriber, or as Shared to one Subscriber by another Subscriber through the Service.

Third-Party Services and Materials – Any third-party software, service, or product that is not provided by Openpoint as part of the Service and that may be used by Users and Subscribers in connection with or via the Service, for example, other service subscriptions, external applications, connectivity, mobile network services (mobile subscriptions), gateways, links, functionality, websites or materials and Third-Party Content and data, including links to third-party websites.

User – The Service is intended for use by persons (each a User). A User is a person that has been granted the rights to use the Service (by accepting these General User Terms) either by own application or by invitation from a Subscriber to use the Service, and that has created an individual Service Account in the Service.

User Data – The data provided by Users to Openpoint for the registration of an individual account with Openpoint (Service Account).

Scope of these General User Terms

These General User Terms apply to Openpoint and each User regarding use of the Service.

The User will have the right to use the Service by completing the required registration process and by actively agreeing to be bound by these General User Terms and any attached exhibits, and any amendments and supplements thereto.

Nothing in these General User Terms grants any ownership rights in Openpoint’s Property and Proprietary Rights.

Changes to these General User Terms

Openpoint reserves the right to at any time change these General User Terms to make them compliant with changes in legislation, decision of authorities on new or changed legislation or practises of courts, or changed technical conditions, which may affect the Service or these General User Terms.

Service license

Openpoint and its licensors reserves all rights to the Service not expressly granted herein.

Openpoint grants to the User a non-exclusive, non-transferable, non-sub-licensable, license to access and use the Service.

The User acknowledges and agrees that the Service is licensed and used on a web and cloud basis, and that it is in no way sold or transferred.

The use of the Service is personal. The User (unless such right is granted under a specific Subscription Agreement) shall in no way sell, resell, rent, assign, share, outsource, include in network, or in other services or in external cloud computing environments, or lend the Service.

Unless explicitly approved by Openpoint and to the extent the rights and obligations set out in this Section is in compliance with applicable mandatory law, the User is only permitted to use the Service unchanged ‘as supplied’ by Openpoint and may not modify, decompile, reverse engineer, disassemble or otherwise attempt to derive and/or gain access to source code from any software made available as part thereof.

Openpoint reserves the right and may, without prior notification to the User, make changes to the functionality of the Service, or the method of providing it, provided however that such changes do not have a material adverse effect on the general functionality of and access to the Service.

Access to and use of the Service requires appropriate connections to the Internet and functional mobile devices. The User is solely responsible for acquiring, installing, maintaining, and updating all hardware, mobile devices, computer software, and communications capability necessary for connecting to the Internet and for the use of the Service.

The User shall neither use nor permit others to use the Service for any unlawful, invasive, infringing, defamatory, fraudulent, or obscene purpose, or to alter, steal, corrupt, disable, destroy, trespass, or violate any security or encryption of any computer file, database, website, or network. Service Accounts in the Service registered by ‘bots’ or other automated methods are prohibited.

Openpoint is not responsible for the User’s use of the Service, or for any other person acting on behalf of the User. The User is responsible for all activities that occur during use of the Service. The User agrees to immediately notify Openpoint of any unauthorized use of any Service, or any other known or suspected breach of security.

The User will have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness of and copyright permissions for all data and information (including Service Content) entered into the Service.

The User undertakes to ensure to make sure that data entered into the Service is in the agreed format and virus-free. And not in any way capable of damaging or negatively affecting the Service.

Ownership and Openpoint’s right to use User Data

Openpoint and its licensors, retain all IPR, title, and interest in and to Openpoint’s Property and Proprietary Rights. These rights are protected by the copyright laws and international copyright treaties. No right, title or interest is granted, express or implied, to the User hereunder to any of Openpoint’s Property and Proprietary Rights.

Unless explicitly approved by Openpoint and to the extent the rights and obligations set out in this Section is in compliance with applicable mandatory law, the User agrees not, at any time, contest or aid others in contesting or doing anything which impairs the rights, title, or interest in or validity of any of any of Openpoint’s Property and Proprietary Rights.

The User has no right to market itself, its products, or services in any way under Openpoint trademark or with a logo that is similar to Openpoint’s logo. The Subscriber is aware that a violation of this provision may constitute trademark infringement under any relevant legislation.

The source code in the Service (as included in Openpoint’s Property and Proprietary Rights) is protected by copyright laws. Openpoint’s copyright includes an exclusive right to dispose of the Service and the source code, produce copies of the Service platform and the source code and make the Service platform and the source code available to the public, in its original or modified state, in translation or adaptation, in another form or using another technology. Any violation of this provision may constitute a copyright infringement under any relevant laws.

Users shall own their User Data, and Subscribers shall own their Subscriber Data.

The User and Subscriber, as applicable, grants to Openpoint a non-exclusive license to use, copy, store, transmit and display User Data and Subscriber Data to the extent reasonably necessary to provide and maintain the Service, and for internal statistics, product development purposes. Openpoint may aggregate anonymous statistical data regarding use and functioning of its system by its various Users and Subscribers. Such aggregated statistical data will be the sole property of Openpoint. Openpoint will use commercially reasonable security measures to protect the User Data and Subscriber Data against unauthorized disclosure or use.

Access to the Service

The Service is provided by Openpoint, via Openpoint’s operated system. Access to and use of the Service require appropriate connections to mobile network services, and/or connections to the Internet or other relevant public electronic network.

Openpoint is not liable to the User or to anyone else acting on behalf of the User for User’s failure to maintain the confidentiality of the User’s credentials for the Service, Service Account, and the User agrees to indemnify and hold Openpoint harmless for any claims arising from loss of passwords.

Fee for use of the Service

The Subscriber’s use of the Service, as granted under these General User Terms, are free of charge.

Suspension of Service

Openpoint, in its sole discretion, may suspend the User’s use of the Service until further notice; if the User violates/breaches any right and/or obligation under these General User Terms, if it is revealed, or Openpoint has reasonable ground for suspecting, that the User is using the Service for illegal activities, fraud, situations involving potential threats to the physical safety of any person, or as otherwise required by law. Suspension is not a termination of the access and use rights granted hereunder, but merely a temporary suspension until relevant investigations have been performed.

If the provision of the Service entails a risk of more than minor damage to Openpoint or to another User, Openpoint may suspend or restrict access to the Service. Openpoint may not take more intrusive measures in connection therewith than are justified under the circumstances. The Users shall be notified as soon as possible of any restriction of access to the Service.

Openpoint has the right to take planned measures that affect the availability of the Service if this is required for technical, maintenance, operational or security reasons. Openpoint shall carry out such measures promptly and in such a way as to limit disruptions. Openpoint undertakes to notify the Users within a reasonable time before such measures are taken and, if possible, to schedule planned measures outside normal working hours.

Openpoint has the right to immediately prevent further dissemination of information in the Service if it can reasonably be assumed that further dissemination is in violation of applicable law. Openpoint has the right to access all information transmitted or submitted to the Service in order to be able to exercise this right. Openpoint shall notify the Users in the event that this right is exercised.

Term and termination

Openpoint’s obligation to provide the Service and the User’s obligation to abide to these General User Terms shall take effect and commence on the Effective Date and shall continue to apply until terminated by a party in accordance with this Section.

A User may terminate the User’s use of the Service immediately and at any time. If a User no longer wish to use the Service and wish to close the Service Account, this can be done by unregister the Service Account in the Service.

Notwithstanding the aforementioned, a Subscriber may not terminate the use of the Service as set forth above without either first cancelling all Subscription Agreements signed by the Subscriber, or by transferring all Subscriptions to another User (and such receiving User this becoming a Subscriber).

Openpoint may terminate the User’s use and access to the Service immediately upon notice if; (a) the User is in material breach of its obligations under and pursuant to these General User Terms, or (b) the User infringes any of Openpoint’s IPR in or related to Openpoint’s Property and Proprietary Rights, or challenges Openpoint’s ownership to or the validity of any intellectual property rights relating to such IPR, or (c) it is revealed, or Openpoint has reasonable ground for suspecting, that the User is using the Service for illegal activities, fraud, situations involving potential threats to the physical safety of any person, or as otherwise required by law.

Winding up

Termination of the Service for a User will not only terminate the User’s access to the Service, but it will also automatically terminate all User’s access to content and Projects.

User agrees and acknowledges that Openpoint has no obligation to retain any User Data after terminated Service, and Openpoint may delete User Data that remains in Openpoint’s possession or control more than 60 days after termination of the Service.

Support

Openpoint’s Standard offsite support service for the installation and use of the Service will be provided by Openpoint in accordance with Openpoint’s Support Terms for Users to be found at Openpoint’s webpage.

Compliance

The User is not permitted to use, resell, distribute, transfer, provide, sub-license, share with, or otherwise offer the Service in violation of any laws, and anti-corruption statutes in all jurisdictions. Without limiting the foregoing, the User is prohibited to re-export, transfer, make available or release (together Export) the Service to any destination, person, entity, or other user prohibited or restricted under trade laws of related countries pertaining to the Export, import, use, or distribution of the Service.

Personal Data

To the extent Openpoint processes Personal Data Openpoint shall treat such Personal Data in accordance with the terms and conditions set forth in Openpoint Privacy Policy.

Links to Third Party Sites

Third-party sites, which are included in Third-Party Services and Materials, are not under the control of Openpoint, and Openpoint is not responsible for the contents of any such third-party sites, any links contained in third party sites, or any changes or updates to third-party sites.

Disclaimers

Openpoint does not supply and is not responsible for any Third-Party Services and Materials. Any Third-Party Service and Material are subject to their own licenses, end-user agreements, privacy, and security policies, and/or terms of use. Openpoint makes no warranty to and has no liability for Third-Party Services and Materials.

Except as stated herein, the Service and any Documentation are provided to the User on an “as is” and “as available” basis.

Openpoint does not warrant that use of the Service will be error-free or uninterrupted. Openpoint is not responsible for any hardware, mobile devices, or software installed or used by the User or for the operation or performance of the Internet.

Liability

Openpoint shall not be liable for any loss of profit, loss of use, loss of production, lost revenues, lost business or for any financial or economic loss or for any indirect or consequential damages whatsoever.

Openpoint does not accept liability for Third-Party Service and Material.

Openpoint does not accept liability for any effects upon mobile devises, hardware, equipment, software, and computer programmes, or upon any electronic or radio systems in equipment, vehicles, or aircraft in the vicinity of the User, of any emissions or transmissions to, from, by or through the network and/or mobile devises and equipment.

Nothing herein shall limit or exclude Openpoint’s liability for; (a) death or personal injury cause by its negligence, (b) fraud or fraudulent misrepresentation, and/or (c) any other liability that cannot be excluded by law.

Force majeure

Openpoint will not be deemed in default, to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any event beyond the reasonable control of Openpoint, including without limitation, any act of God, war and war-like situations, fire, earthquake, natural disaster, accident or act of government (in any case to the extent that such event is not due to, nor arises out of, the negligence of the party whose performance is delayed).

Notices

Any notice required or permitted hereunder shall be in writing and shall be given to the appropriate registered address or at such other address as the party may hereafter specify in writing. Such notice shall be deemed given; (a) if sent by email with delivery receipt the same day, (b) upon personal delivery to the appropriate postal address, (c) 3 business days after the date of mailing if sent by certified or registered mail, or (d) 1 business day after the date of deposit with a commercial courier service offering next business day service with confirmation of delivery.

Severability

If any provision of these General User Terms, or the application thereof to any person or circumstances, shall for any reason or to any extent, be invalid or unenforceable, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remainder of the General User Terms, and the application of that provision to other persons or circumstances shall not be affected but, rather, shall be enforced to the extent permitted by law.

Governing law and dispute

The Service, Service Account and these General User Terms and the rights and obligations of the parties pursuant thereto will be governed by the laws of Sweden, without regard to conflicts of law principles. The parties irrevocably agree that, subject as provided below, the courts of Sweden shall have exclusive jurisdiction in relation to any claim, dispute or difference concerning the Service and these General User Terms (including the right to possible appeal), and any matter arising therefrom and irrevocably waive any right that they may have to object to an action being brought in those courts, or to claim that the action has been brought in an inconvenient forum, or that those courts do not have jurisdiction. Nothing in this Section shall limit the right of Openpoint to, at any time, seek injunctive relief in the courts of any appropriate jurisdiction in the case of any breach or threatened breach or infringement of intellectual property rights.

Basic Subscription Terms

Introduction

These terms and conditions (Basic Terms), and any amendments and supplements thereto, are subscription rights, supplement to the other rights granted to you by Openpoint AB (Openpoint) to use Openpoint’s service (Service).

To be able to use the Service, to become a User, the User must have accepted the General User Terms for use of the Service (General User Terms) and have completed the registration for an individual Service Account in the Service. The rights granted thereby allows the User to access and use the Service. Such use includes the right for the User to be invited by a so called “Subscribers” to take part of content stored in the Service, be invited to participate Projects created and/or displayed by Subscribers.

A Subscriber is a User that has, via a separate Subscription (such as by accepting these Basic Terms), subscribed for certain extra features, administration rights and add-ons in and to the Service.

By actively agreeing to be bound by these Basic Terms (by any written contract or otherwise), You will be a Subscriber, with a Basic Subscription, and You agree to be bound by these Basic Terms. The aforementioned Basic Subscription comes into effect upon the date (Effective Date) when the Subscriber has accepted these Basic Terms.

By actively agreeing to be bound by these Basic Terms the Subscriber represents and warrants that; (a) the Subscriber is not a minor (the age of up to 13 – 16 years depending on applicable legislation in relevant country) requiring parental control and acceptance, (b) the Subscription has been duly executed and delivered and constitutes a valid and binding agreement enforceable against the Subscriber in accordance with its terms, (c) no authorization or approval from any third party is required in connection with the Subscriber’s execution, delivery or performance of the Subscription; and (d) the execution, delivery and performance of the Subscription does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound, or any applicable law or regulation.

For the Subscription where the Subscriber is a legal entity, the person who approves the Subscription is responsible until the legal entity has approved the Subscription.

Unless stated otherwise herein, all terms and conditions in the General User Terms shall apply to these Basic Terms, such as IP Ownership, Personal Data, Liability, Force majeure, notices, severability. These Basic Terms shall, unless stated otherwise, have priority over the General User Terms in the event of conflicting terms.

If you have questions or complaints regarding these Basic Terms, the Service, or otherwise about Openpoint, please write to us at Subscribersupport@openpoint.se.

Definitions

Apart from the Subscriber-specific definitions set forth below, the definitions used herein shall have the meaning set out in the General User Terms.

Effective Date – The date when the Subscriber has completed the required registration process use of the Service and have accepted the General Terms for Use of the Service and has accepted these Basic Terms.

Subscriber – A Subscriber is a Subscriber that has acquired specific rights (in addition to the rights to use the Service pursuant to the General User Terms).

Subscription Term – A Subscriber’s permitted length of access and use of the Service under specific Subscription.

Support – The Support services provided to the Subscriber by Openpoint in accordance with Openpoint’s Support Terms as published on the Openpoint’s Subscriber information page.

Changes to these Basic Terms

Openpoint reserves the right to at any time change these Basic Terms to make them compliant with changes in legislation, decision of authorities on new or changed legislation or practises of courts, or changed technical conditions, which may affect the Service or these Basic Terms.

Subscription (license)

Openpoint grants to the Subscriber a non-exclusive, non-transferable, non-sub-licensable, license to;

start Project

appoint an unlimited number of administrators to administrate Projects within the Subscriber’s Subscription,

Share content and projects with or Transfer Content and Projects to other Subscribers,

receive Shared or Transferred Content and Projects from another Subscribers,

invite Users to see Content and to take part in Projects,

enter Content into the Service, and

create Content in the Service.

Unless explicitly approved by Openpoint and to the extent the rights and obligations set out in this Section is in compliance with applicable mandatory law, the Subscriber is only permitted to use the Service unchanged ‘as supplied’ by Openpoint and may not modify, decompile, reverse engineer, disassemble or otherwise attempt to derive and/or gain access to source code from any software made available as part thereof.

Subscription Term

The Subscription is valid from Effective Date and remains in full force and effect until terminated in accordance with Section 10.

Subscriber obligations, warranties and representations

The general obligation, warranties and representations for Users in the User Agreement also apply to the Subscriber and this Subscription. As a Subscriber, the Subscriber is responsible for using the Service in accordance with all terms and conditions set forth in these Basic Terms and in accordance with Openpoint’s instructions from time to time.

The Subscriber is obliged to,and shall ensure that and its administrator and Users shall, protect Documentation to which Openpoint has ownership rights and/or copyright from improper distribution and copying. The Subscriber shall, and shall ensure that and its administrator and Users shall, not disclose any Documentation without the prior approval of Openpoint. If approved, the Subscriber shall name Openpoint when disclosing any Service results or data to which Openpoint has copyright.

Support

In addition to the general Support for the Service provided in accordance with General User Terms, Openpoint shall provide Support to the Subscriber in accordance with the terms and conditions set forth on Openpoint’s webpage.

Ownership and Openpoint’s right to use Subscriber Data

Openpoint’s rights and ownership to Openpoint’s Property and Proprietary Rights are stated in the General Terms for Use of the Service.

Subscriber shall own its Subscriber Data.

The Subscriber grants to Openpoint a non-exclusive license to use, copy, store, transmit and display Subscriber Data to the extent reasonably necessary to provide and maintain the Service and the Subscription, and for internal statistics, product development purposes. Openpoint may aggregate anonymous statistical data regarding use and functioning of its system by the Subscriber. Such aggregated statistical data will be the sole property of Openpoint. Openpoint will use commercially reasonable security measures to protect the Subscriber Data against unauthorized disclosure or use.

Subscription Fee and Payment terms

Subscription Fee:

The Subscriber’s fee for the Subscription is set out in the Subscriber’s individual billing terms in the Service Account.

Subscription Fee is exclusive of value added tax (VAT).

Openpoint reserves the right to add or to change the Subscribership fee. Any such change shall take effect 60 days after notifying the Subscriber to this effect, thus giving the Subscriber the opportunity to terminate the Subscription in accordance with Section 10 if the adjusted prices are not acceptable to the Subscriber.

General Payment terms:

Payment shall be made in accordance with the terms stated in the following terms.

In addition to the Subscription Fee, the Subscriber shall pay value added tax (VAT) and any other applicable tax or duty.

Unless otherwise indicated on the in the Subscriber’s individual billing terms in the Service Account, Subscription Fee is payable monthly in advance against invoice and payment period is 30 days. Any Subscription Fee due or paid is non-cancellable and non-refundable.

Card payment:

Openpoint offers secure card payments through [Stripe], which meets the requirements for PCI DSS. [Stripe] has an approved SSL certificate that we use on the pages where you enter your payment details.

Invoice:

Openpoint may offer some of its Subscribers to pay by invoice, depending on the Subscriber and type of Subscription.

Credit check:

At the time of purchase and at the time of purchase on credit or against invoice, Openpoint reserves the right to do a credit check, which in some cases means that a credit report is taken.

Penalty interest:

On making payment after the due date, the Subscriber shall pay penalty interest in accordance with the following.

A reminder fee is added in case of non-payment. The penalty interest rare is equal to the lesser of one and one half percent (1.5%) per month, or the maximum amount allowable by law. If no payment is made thereafter, the claim may then be handed over for collection processing where additional collection costs may be incurred.

Taxes:

The Subscriber will be responsible for paying all taxes (other than taxes associated with Openpoint’s net income or Openpoint’s authority to do business in a particular jurisdiction). If Openpoint has a legal obligation to pay or collect taxes for which the Subscriber is responsible, the appropriate amount shall be computed and invoiced to and paid by the Subscriber.

Billing Disputes:

Any billing disputes must be initiated by the Subscriber in good faith and in writing; the Subscriber will be entitled to notify Openpoint of any invoice dispute by the date that is fourteen (14) days following the date of the applicable invoice, after which time the invoice shall be deemed to be accepted by the Subscriber and will be due and payable in full. If the Subscriber initiates a dispute regarding a particular invoice, any undisputed amounts charged on such invoice will continue to be due and payable. Openpoint and the Subscriber agree to use reasonable efforts to address and attempt to resolve any invoice dispute within thirty (30) days after Openpoint’s receipt of the Subscriber’s notice to Openpoint regarding such dispute.

Suspension of Subscription

Openpoint, in its sole discretion, may also suspend the Subscription, for any period during which any Subscrption Fees due remain unpaid for fifteen (15) days after Openpoint provides advanced written notice (including by way of email) of such unpaid Subscription Fee to the Subscriber, until the Subscriber pays to Openpoint all unpaid Subscription Fees and interest (as applicable).

Openpoint, in its sole discretion, may also suspend the Subscription until further notice; if the Subscriber violates/breaches any right and/or obligation under these Basic Terms, if it is revealed, or Openpoint has reasonable ground for suspecting, that the Subscriber is using the Service or the Subscription for illegal activities, fraud, situations involving potential threats to the physical safety of any person, or as otherwise required by law. Suspension is not a termination of the access and use rights granted hereunder, but merely a temporary suspension until relevant investigations have been performed.

Term and termination

Unless agreed otherwise between the Subscriber and Openpopint (which agreement shall have priority) the Subscriber may terminate the Subscription immediately and at any time. If a Subscriber no longer wishes to use the Subscription, this can be done by cancelling the Subscription in the Service Account, provided however that any Subscription Fee paid in advance for any given month is non-cancellable and non-refundable.

Openpoint may terminate the Subscription granted hereunder immediately upon notice if; (a) the Subscriber is in material breach of its obligations under and pursuant to these Basic Terms, or (b) the Subscriber infringes any of Openpoint’s IPR in or related to Openpoint’s Property and Proprietary Rights, or challenges Openpoint’s ownership to or the validity of any intellectual property rights relating to such IPR, or (c) it is revealed, or Openpoint has reasonable ground for suspecting, that the Subscriber is using the Service for illegal activities, fraud, situations involving potential threats to the physical safety of any person, or as otherwise required by law.

Notwithstanding the aforementioned, if the Subscription is terminated this will NOT terminate any other User’s rights to use the Service.

Winding up

Termination of the Subscription, for any reason, will terminate the Subscriber’s access to and use of the Service in accordance with the Subscription.

In the event of termination of the Subscription and within 30 days of the termination, the Subscriber Data will be returned by providing full access to the location where the Subscriber Data is stored. The Subscriber will then have the opportunity and right to download the Subscriber Data.

The Subscriber agrees and acknowledges that the Openpoint has no obligation to retain any Subscriber Data, and the Openpoint may delete Subscriber Data that remains in the Openpoint’s possession or control more than 60 days after termination of the Subscription.

Governing law and dispute

The Basic Terms and the rights and obligations of the parties pursuant thereto will be governed by the governing law and dispute terms and conditions set forth in the General User Terms.

Enterprise Subscription Terms

Introduction

These terms and conditions (Enterprise Terms), and any amendments and supplements thereto, are subscription rights, supplement to the other rights granted to you by Openpoint AB (Openpoint) to use Openpoint’s service (Service).

A Subscriber is a User that has, via a separate Subscription (such as by accepting these Enterprise Terms), subscribed for certain extra features, administration rights and add-ons in and to the Service.

By actively agreeing to be bound by these Enterprise Terms (by any written contract or otherwise), You will be a Subscriber, with a Enterprise Subscription, and You agree to be bound by these Enterprise Terms. The aforementioned Enterprise Subscription comes into effect upon the date (Effective Date) when the Subscriber has accepted these Enterprise Terms.

By actively agreeing to be bound by these Enterprise Terms the Subscriber represents and warrants that; (a) the Subscription has been duly executed and delivered and constitutes a valid and binding agreement enforceable against the Subscriber in accordance with its terms, (B) no authorization or approval from any third party is required in connection with the Subscriber’s execution, delivery or performance of the Subscription; and (c) the execution, delivery and performance of the Subscription does not and will not violate the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound, or any applicable law or regulation.

For the Subscription where the Subscriber is a legal entity, the person who approves the Subscription (signs for the Subscriber) is responsible until the legal entity has approved the Subscription.

Unless stated otherwise herein, all terms and conditions in the General User Terms shall apply to these Enterprise Terms, such as IP Ownership, Personal Data, Liability, Force majeure, notices, severability. These Enterprise Terms shall, unless stated otherwise, have priority over the General User Terms in the event of conflicting terms.

If you have questions or complaints regarding these Enterprise Terms, the Service, or otherwise about Openpoint, please write to us at Subscribersupport@openpoint.se.

Definitions

Apart from the Subscriber-specific definitions set forth below, the definitions used herein shall have the meaning set out in the General User Terms.

Effective Date – The date when the Subscriber has completed the required registration process use of the Service and have accepted the General Terms for Use of the Service, has been accepted as a Subscriber by Openpoint, and has accepted these Enterprise Terms.

Subscriber – A Subscriber is a Subscriber that has acquired specific rights (in addition to the rights to use the Service pursuant to the General User Terms).

Subscription – An active Subscription is required to further use and utilize the Service, as compared to the Enterprise use-rights granted to Users. A Subscription may vary in price, SLA and includes different Service features for different types of Subscribers. In these Enterprise Terms the relevant Subscription is an Enterprise Subscription.

Subscription Term – A Subscriber’s permitted length of access and use of the Service under specific Subscription.

Support – The Support services provided to the Subscriber by Openpoint in accordance with Openpoint’s Support Terms as published on the Openpoint’s Subscriber information page.

Changes to these Enterprise Terms

Openpoint reserves the right to at any time change these Enterprise Terms to make them compliant with changes in legislation, decision of authorities on new or changed legislation or practises of courts, or changed technical conditions, which may affect the Service or these Enterprise Terms.

Subscription (license)

Openpoint grants to the Subscriber a non-exclusive, non-transferable, non-sub-licensable, license to;

start the number of Projects agreed in Schedule 3 in the Subscription agreement, and invite an unlimited amount of users to such Projects

appoint an unlimited number of administrators to administrate Projects

share content and Projects with or Transfer Content and Projects to other Subscribers,

receive Shared or Transferred Content and Projects from another Subscribers,

invite Users to see Content and to take part in Projects,

enter Content into the Service,

create Content in the Service,

Subscription Term

The Subscription is valid from Effective Date and remains in full force and effect until terminated in accordance with Section 10.

Subscriber obligations, warranties and representations

The general obligation, warranties and representations for Users in the User Agreement also apply to the Subscriber and this Subscription. As a Subscriber, the Subscriber is responsible for using the Service in accordance with all terms and conditions set forth in these Enterprise Terms and in accordance with Openpoint’s instructions from time to time.

The Subscriber is obliged to, and shall ensure that and that its administrator and Users shall, protect Documentation to which Openpoint has ownership rights and/or copyright from improper distribution and copying. The Subscriber shall, and shall ensure that and that its administrator and Users shall, not disclose any Documentation without the prior approval of Openpoint. If approved, the Subscriber shall name Openpoint when disclosing any Service results or data to which Openpoint has copyright.

Support

In addition to the general Support for the Service provided in accordance with the General User Terms, Openpoint shall provide Support to the Subscriber in accordance with the terms and conditions set forth on Openpoint’s webpage.

Ownership and Openpoint’s right to use Subscriber Data

Openpoint’s rights and ownership to Openpoint’s Property and Proprietary Rights are stated in the General Terms for Use of the Service.

Subscriber shall own its Subscriber Data.

The Subscriber grants to Openpoint a non-exclusive license to use, copy, store, transmit and display Subscriber Data to the extent reasonably necessary to provide and maintain the Service and the Subscription, and for internal statistis and product development purposes. Openpoint may aggregate anonymous statistical data regarding use and functioning of its system by the Subscriber. Such aggregated statistical data will be the sole property of Openpoint. Openpoint will use commercially reasonable security measures to protect the Subscriber Data against unauthorized disclosure or use.

Subscription Fee and Payment terms

Subscription Fee:

The Subscriber’s fee for the Subscription is set out in the Subscriber’s individual billing terms in the Service Account.

Subscription Fee is exclusive of value added tax (VAT) and is non-cancellable and non-refundable.

General Payment terms:

Payment shall be made in accordance with the terms stated in the following terms.

In addition to the Subscription Fee, the Subscriber shall pay value added tax (VAT) and any other applicable tax or duty.

Card payment:

Openpoint offers secure card payments through [Stripe], which meet the requirements for PCI DSS. [Stripe] has an approved SSL certificate that we use on the pages where you enter your payment details.

Invoice:

Openpoint may offer some of its Subscribers to pay by invoice, depending on the Subscriber and type of Subscription.

Credit check:

At the time of purchase and at the time of purchase on credit or against invoice, Openpoint reserves the right to do a credit check, which in some cases means that a credit report is taken.

Penalty interest:

On making payment after the due date, the Subscriber shall pay penalty interest in accordance with the following.

Taxes:

Billing Disputes:

Suspension of Subscription

Openpoint, in its sole discretion, may also suspend the Subscription, for any period during which any Subscription Fees due remain unpaid for fifteen (15) days after Openpoint provides advanced written notice (including by way of email) of such unpaid Subscription Fee to the Subscriber, until the Subscriber pays to Openpoint all unpaid Subscription Fees and interest (as applicable).

Openpoint, in its sole discretion, may also suspend the Subscription until further notice; if the Subscriber violates/breaches any right and/or obligation under these Enterprise Terms, if it is revealed, or Openpoint has reasonable ground for suspecting, that the Subscriber is using the Service or the Subscription for illegal activities, fraud, situations involving potential threats to the physical safety of any person, or as otherwise required by law. Suspension is not a termination of the access and use rights granted hereunder, but merely a temporary suspension until relevant investigations have been performed.

Term and termination

Openpoint may terminate the Subscription granted hereunder immediately upon notice if; (a) the Subscriber is in material breach of its obligations under and pursuant to these Enterprise Terms, or (b) the Subscriber infringes any of Openpoint’s IPR in or related to Openpoint’s Property and Proprietary Rights, or challenges Openpoint’s ownership to or the validity of any intellectual property rights relating to such IPR, or (c) it is revealed, or Openpoint has reasonable ground for suspecting, that the Subscriber is using the Service for illegal activities, fraud, situations involving potential threats to the physical safety of any person, or as otherwise required by law.

Notwithstanding the aforementioned, if the Subscription is terminated this will NOT terminate any other Subscriber’s (User’s) rights to use the Service. Further, if the Subscription is terminated by Openpoint the Subscriber may enter into relevant per project Subscription for any Projects that the Subscriber wants to have continued access to.

Winding up

Termination of the Subscription, for any reason, will terminate the Subscriber’s access to and use of the Service in accordance with the Subscription.

Upon termination of the Subscription for any reason, the Subscriber shall also; (1) immediately cease any approved promotional activities for the Service, (2) immediately cease making use of any web site references, sign, printed material, trademarks or trade names identified with Openpoint without the express written consent of Openpoint, and refrain from holding itself out as being a Subscriber to Openpoint, and destroy or dispose of such material at Openpoint’s discretion, (3) cooperate with Openpoint in completing all outstanding obligations to customers, and (4) destroy any of Openpoint’s Confidential Information in the possession or under the control of Subscriber.

Governing law and dispute

The Enterprise Terms and the rights and obligations of the parties pursuant thereto will be governed by the governing law and dispute terms and conditions set forth in the General User Terms.