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Terms of use

Last updated September 2, 2022

TABLE OF CONTENTS

 
  1. AGREEMENT TO TERMS
  2. REGISTRATION WITH THE SITE AND USE OF THE SERVICES
  3. YOUR COMPUTING ENVIRONMENT
  4.  INTELLECTUAL PROPERTY RIGHTS
  5. USER REPRESENTATIONS
  6. FEES AND PAYMENT
  7. FREE TRIAL
  8. CANCELLATION
  9. PROHIBITED ACTIVITIES
  10. USER GENERATED CONTRIBUTIONS
  11. CONTRIBUTION LICENSE
  12. SUBMISSIONS
  13. SITE MANAGEMENT
  14. COPYRIGHT INFRINGEMENTS
  15. TERM AND TERMINATION
  16. INTERRUPTIONS
  17. DISCLAIMERS
  18. LIMITATIONS OF LIABILITY
  19. INDEMNIFICATION
  20. USER DATA AND DATA PROCESSING
  21. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES
  22. MISCELLANEOUS
  23. FORCE MAJEURE
  24. ASSIGNMENTS
  25. GOVERNING LAW
  26. DISPUTE RESOLUTION
  27. TECHNICAL REQUIREMENTS
  28. CONTACT US
1. AGREEMENT TO TERMS

These the Terms of Use constitute a legally binding agreement made between you, who is an enterpreneur, whether personally or on behalf of an entity (“you”) and MetaProvide Holding EKF (“Company“, “we”, “us”, or “our”), concerning your access to and use of our Site and Services as defined below. In order to register with the Site and to make use of our Services you must accept these Terms of Use, including the attached data processing agreement (Appendix 1). The Terms of Use are deemed to be accepted by you each time you use our Site and Services.

The Services are not provided to consumers in the meaning of Swedish Consumer Sales Act and Swedish Consumer Services Act.

“Services” mean the Adminly application, support and other services,wich are provided via our website or via another media form, media channel, mobile website or mobile application related, linked, or otherwise connected thereto (collectively, the “Site”).

Adminly is an all-in-one platform built to automate and simplify administrative, marketing and business-related tasks. The platform is specifically designed for providers of well-being services, such as meditation, yoga and psychotherapy. It provides user-friendly tools to provide well-being services, including, but not exclusively, calendars, booking features, payment methods, client contacts, records and private notes.

Our support services’ extent varies depending on the Adminly plan subscribed to and the specific content of the support services is further described on the Site. All Adminly plans, however to varying degrees, contain assistance services provided by our Human Virtual Assistants (the “Human VA”). For information on what our Human VA can help you with, please see the information provided on our Site and the descriptions of the different Adminly plans.

In addition, we may offer extra services as will be announced and further described on the Site. 

Support via our Human VA is provided on weekdays, i.e. Monday to Friday, between 8.00 and 17.00 CET, via the Site’s Virtual Assistant chat channel, and subject to the subscription extent, i.e. the Adminly plan chosen by you. We explicitly reserve the right to defer, suspend and/or discontinue any support requested outside the times indicated above or which extends to times outside the times indicated above. We will handle support requests with the urgency required by the circumstances. Support is not provided on software or hardware provided by anyone other than us. 

We are registered in Sweden under reg.nr 769639-8416 and have our registered office at Hänninge 504, 243 91 Höö. Our VAT number is SE769639841601. You agree that by accessing the Site, you have read, understood, and agree to be bound by all of these Terms of Use. IF YOU DO NOT AGREE WITH ALL OF THESE TERMS OF USE, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SITE AND THE SERVICES YOU MUST DISCONTINUE USE IMMEDIATELY.

We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use from time to time.

Such changes or modifications to the Terms of Use shall take effect from the date of your acceptance of the Terms of Use, or 30 days from the date on which we have informed you of the changes or modifications. If the changes or modifications are not accepted, you are not entitled to continue using the Site and the Services. 

However, there may be information on the Site that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

The Services provided by us may change and services may be added or removed on an ongoing basis. Changes that may be to the detriment of you shall be notified to you electronically as far in advance as possible and shall take effect on the date specified by us. In the event that you do not wish to continue using the Services, it is possible to terminate the Services in accordance with the provisions set out in section 8 on cancellation.

 

2. REGISTRATION WITH THE SITE AND USE OF THE SERVICES

You are required to register with the Site in order to use the Services. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

You undertake to ensure that no user allows another person to gain unauthorised access to the user’s login details for the Services or otherwise use the Services with the user’s login details. It is your responsibility to ensure that users store passwords and login details in a safe manner and take all reasonable steps to prevent their unauthorised use. It is the responsibility of you to ensure that all representatives, employees and others using the Services on your behalf comply with the same. Unless otherwise provided by mandatory law, we disclaim all liability for damage resulting from the unauthorised or incorrect use of passwords. You shall immediately inform us in the event of suspicion of unauthorised use of the Services.  

In the event that the Services are to process information from systems belonging to you or another party on your side, such information shall be made available in the format specified by us. If the information does not comply with our specified format, the functioning of the Services cannot be guaranteed. It is your responsibility to adapt your computer system in the event that file specifications change as a result of changes in the market. 

We are entitled to perform and provide the Services through subcontractors of our choice.

You authorise us to disclose your information to other companies, subcontractors and Swedish and foreign authorities, provided that such disclosure is not contrary to applicable legislation. 

We may request that users who have the right to use the Services on behalf of you are able to identify themselves. 

3. YOUR COMPUTING ENVIRONMENT

You are responsible for ensuring that you have at all times the necessary technical equipment to be able to make normal use of the Services and the Site. This also applies in the event of changes in functionality due to changes in the Services or the Site, changes in security procedures and/or other changes in technical requirements in the market.

You are also responsible for the digital connection to the Site and the Services.

4. INTELLECTUAL PROPERTY RIGHTS

Unless otherwise indicated, all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site, also underlying the Services provided, (collectively, the “Content”), and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and are protected by relevant intellectual property rights. Except as expressly provided in these Terms of Use and except for the allowed extent of use of the source code and software underlying the Site, which is subject to open source software licenses, no part of the Site and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. You are however, granted a limited, non-exclusive and non-sublicensable license to use the Adminly trademark as part of the Adminly-booking link, as generated and provided by us, during your ongoing Adminly subscription.

Provided that you are eligible to use the Site and the Services, you are granted a limited license to access and use the Site and the Services. We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks.

5. USER REPRESENTATIONS

By using the Site and the Services, you represent and warrant that: (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity and you agree to comply with these Terms of Use;  (4) you will not access the Site and Services through automated or non-human means, whether through a bot, script or otherwise; (5) you will not use the Site and Services for any illegal or unauthorized purpose; and (6) your use of the Site and Services will not violate any applicable law or regulation.

The above also applies to any use of the Site and/or the Services on your behalf.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).

6. FREE AND PAYMENT

You may be required to purchase or pay a fee to access the Services in accordance with our price list in force at the time or in accordance with what is stated in connection with the subscription of the Services. Statutory value added tax and other general taxes or charges will be added to such remuneration.

We accept the following forms of payment:

– PayPal

– Stripe

You agree to provide current, complete, and accurate purchase and account information for all purchases made via the Site. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. We may change prices at any time. All payments shall be in Pounds and Euros.

You agree to pay all charges or fees at the prices then in effect for your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to us charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.

We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Site.

7. FREE TRIAL

We offer a 14-day free trial to new users who register with the Site and choose an Adminly subscription plan. During the free trial period, two (2) hours of Human VA support are included. The account will be charged according to your chosen subscription at the end of the free trial unless you cancel your subscription according to the cancellation provisions below.

8. CANCELLATION

We offer a 14-day free trial to new users who register with the Site and choose an Adminly subscription plan. During the free trial period, two (2) hours of Human VA support are included. The account will be charged according to your chosen subscription at the end of the free trial unless you cancel your subscription according to the cancellation provisions below.

9. PROHIBITED ACTIVITIES

You may not access or use the and Services for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.

As a user of the Site, you agree not to:

  • Systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
  • Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
  • Circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
  • Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
  • Use any information obtained from the Site in order to harass, abuse, or harm another person.
  • Make improper use of our support services or submit false reports of abuse or misconduct.
  • Use the Site in a manner inconsistent with any applicable laws or regulations.
  • Engage in unauthorized framing of or linking to the Site.
  • Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
  • Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
  • Delete the copyright or other proprietary rights notice from any Content.
  • Attempt to impersonate another user or person or use the username of another user.
  • Upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
  • Interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
  • Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site and/or the Services to you.
  • Attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
  • Copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code, except for the case that such use is allowed under open source software licenses as further described under section 4 above.
  • Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
  • Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
  • Use a buying agent or purchasing agent to make purchases on the Site.
  • Make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
  • Use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content, except for such source code and software, the use of which is allowed under open source software licenses as further described under section 4 above, for any revenue-generating endeavor or commercial enterprise.
10. USER GENERATED CONTRIBUTIONS

The Site does not offer users to submit or post content. We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Site, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, “Contributions”). As such, any Contributions you transmit may be treated in accordance with the Site Privacy Statement. When you create or make available any Contributions, you thereby represent and warrant that:

  • The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
  • You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Site, and other users of the Site to use your Contributions in any manner contemplated by the Site and these Terms of Use.
  • You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Site and these Terms of Use.
  • Your Contributions are not false, inaccurate, or misleading.
  • Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
  • Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
  • Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
  • Your Contributions are not used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.
  • Your Contributions do not violate any applicable law, regulation, or rule.
  • Your Contributions do not violate the privacy or publicity rights of any third party.
  • Your Contributions do not violate any applicable law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
  • Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
  • Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms of Use, or any applicable law or regulation.

Any use of the Site in violation of the foregoing violates these Terms of Use and may result in, among other things, termination or suspension of your rights to use the Site.

11. CONTRIBUTION LICENSE

You agree that we may access, store, process, and use any information and personal data that you provide following the terms of the Privacy Statement and your choices (including settings).

By submitting suggestions or other feedback regarding the Site, you agree that we can use and share  such feedback for any purpose without compensation to you.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area on the Site. You are solely responsible for your Contributions to the Site and you expressly agree to exonerate us from any and all responsibility and to refrain from any legal action against us regarding your Contributions.

12. SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site and Services (“Submissions”) provided by you to us are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. To the extent legally possible, you hereby waive all moral rights to any such Submissions, and you hereby warrant that any such Submissions are original with you or that you have the right to submit such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.

13. SITE MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Site for violations of these Terms of Use; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.

14. COPYRIGHT INFRINGEMENTS

We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a “Notification”). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.

15. TERM AND TERMINATION

These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE SITE (INCLUDING BLOCKING CERTAIN IP ADDRESSES), TO ANY PERSON FOR ANY REASON, INCLUDING WITHOUT LIMITATION FOR BREACH OF PROVISIONS CONTAINED IN THESE TERMS OF USE OR OF ANY APPLICABLE LAW. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE YOUR ACCOUNT AND ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress. 

If you do not want to use our Site anymore and would like to delete your account, you can do so by logging into your account and choosing to delete the account or contacting us using the contact information provided below. The deletion of your account is, however, subject to the cancellation of any ongoing subscriptions as regards Services and will first take effect at the end of the current subscription term.

16. INTERRUPTIONS

We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. However, we shall notify you within a reasonable period of time before any planned measures affecting the availability of the Services if this is required for technical, maintenance, operational or security reasons, are taken and, if possible, shall place the planned measures outside normal working hours (Monday to Friday, 8.00 and 17.00 CET).

You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.

17. DISCLAIMERS
Website Disclaimer

THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITE, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

Testimonials Disclaimer

The Site may contain testimonials by users of our products and/or services. These testimonials reflect the real-life experiences and opinions of such users. However, the experiences are personal to those particular users, and may not necessarily be representative of all users of our products and/or services. We do not claim, and you should not assume, that all users will have the same experiences. YOUR INDIVIDUAL RESULTS MAY VARY. 

The testimonials on the Site are submitted in various forms such as text, audio and/or video, and are reviewed by us before being posted. They appear on the Site verbatim as given by the users, except for the correction of grammar or typing errors. Some testimonials may have been shortened for the sake of brevity where the full testimonial contained extraneous information not relevant to the general public.

The views and opinions contained in the testimonials belong solely to the individual user and do not reflect our views and opinions. We are not affiliated with users who provide testimonials, and users are not paid or otherwise compensated for their testimonials.

18. LIMITATIONS OF LIABILITY

WITHIN THE LEGALLY PERMISSIBLE SCOPE AND UNLESS OTHERWISE PROVIDED BY MANDATORY LAW, NEITHER WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS WILL IN ANY EVENT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM PROVIDING THE SITE AND/OR THE SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO ANY CAUSE OF ACTION ARISING. 

19. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Site and the Services; (2) breach of these Terms of Use; (3) any breach of your representations and warranties set forth in these Terms of Use; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Site with whom you connected via the Site. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.

20. USER DATA AND DATA PROCESSING

We will maintain certain data that you transmit to the Site for the purpose of managing the performance of the Site, as well as data relating to your use of the Site. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

In connection with the provision of the Site and the Services, we will process personal data on behalf of you. You and we have therefore entered into a data processing agreement, see Appendix 1.

Our Privacy Statement contains information about the personal data processing that we carry out on our own behalf and for which we are the data controller.

21. ELECTRONIC COMMUNICATIONS, TRANSACTIONS, AND SIGNATURES

Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

22. MISCELLANEOUS

These Terms of Use, including Appendix 1, and any policies or operating rules posted by us on the Site or in respect to the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision. These Terms of Use operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site and/or the Services. You agree that these Terms of Use will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms of Use and the lack of signing by the parties hereto to execute these Terms of Use.

23. FORCE MAJEURE

If our fulfilment of our obligations under these Terms of Use is substantially impeded or prevented due to a circumstance beyond our control and which we could not reasonably have expected at the time the Terms of Use entered into force and the consequences of which we could not reasonably have avoided or overcome either, such as, for example, a general industrial dispute, war, fire, lightning, flood, pandemic, epidemic, quarantine, virus outbreak, terrorist attack, change in government regulation, intervention by the authorities and failure or delay in the services of a subcontractor due to a circumstance as specified herein, this shall constitute grounds for exemption from damages and other penalties.

24. ASSIGNMENTS

You may not assign, pledge or otherwise encumber these Terms of Use or any of its rights or obligations under Terms of Use without our prior written consent.These conditions are governed by and interpreted following the laws of Sweden, to the exclusion of the United Nations Convention of Contracts for the International Sale of Goods (CISG).

25. GOVERNING LAW

These conditions are governed by and interpreted following the laws of Sweden, to the exclusion of the United Nations Convention of Contracts for the International Sale of Goods (CISG).

26. DISPUTE RESOLUTION

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms of Use (each “Dispute” and collectively, the “Disputes”) brought by either you or us (individually, a “Party” and collectively, the “Parties”), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration proceedings. Such informal negotiations commence upon written notice from one Party to the other Party.

Arbitration

Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators.

The seat of arbitration shall be Malmö, Sweden.

The language to be used in the arbitral proceedings shall be English.

The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not be disclosed to a third party without the prior consent by the other Party. Exceptions to the foregoing shall only apply to the extent that disclosure may be required of a Party due to mandatory law, an order of a competent court or public authority, or to protect, fulfil or pursue a legitimate legal right or obligation or to enforce or challenge an award. 

27.TECHNICAL REQUIREMENTS

 For the usage of Adminly, we will only support latest version of Chrome, Edge, Safari and Firefox. 

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