These Terms apply to Cultup’s Services. The access and use of the Services are subject to these Terms and if you are accepting the Terms on behalf of an employer or another legal entity, you represent and warrant that you have full authority to bind said employer or other legal entity to the Terms.
c/o CaptureInnovation AB
Östra Hamngatan 46
411 09 Göteborg
Västra Götalands län
Org.nr: 559162-1536, hereby referred to as Cultup,
The User that registers itself as a Customer at Cultup’s services, hereby referred to as The User
This Terms enter into force automatically at the time of Initiation.
The User hereby undertakes to ensure that (i) User Data, as well as any software used in connection with the Services, is free of viruses, trojans, worms, or other harmful software codes, (ii) User Data and any software used in connection with the Services is in a format suitable for the Application and (iii) that User’s software and/or User Data cannot in any other way, harm or adversely affect Cultup's systems and/or the Services.
To access and use the Services, The User and/or its’ Users must create an Account. The User hereby undertakes to keep log-in information, security procedures, and other information, which is used to access and use the Application, confidential and treat as confidential information. The User shall immediately inform Cultup if any unauthorized person has obtained knowledge of such information.
The User may not, and shall not allow any third party to:
· license, sublicense, resell, rent, lease, transfer, assign, distribute, show, or otherwise commercially exploit or make the Services available to any third party.
· circumvent, disable, or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Services.
· reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of the Services, or any components thereof.
· copy, modify, translate, patch, improve, alter, change, or create any derivative works of the Services, or any part thereof.
· send to, or store in, the Services any infringing, inappropriate, unlawful material or content or any malicious code.
· take any action that imposes or may impose an unreasonable or disproportionately large load on the Services support infrastructure
· interfere or attempt to interfere with the integrity or proper working of the Services or any related activities.
· use the Services to develop a competing service or product and/or
· use the Services in breach of the Terms or, any applicable third-party terms and conditions.
The User further undertakes not to use, and to ensure that the Services are not used by itself or any other User, in an inappropriate or illegal manner; including but not limited to, submitting pornographic, offensive, racist, harassing, or otherwise unlawful or inappropriate material in a Engements or Application or by registering and/or using a username reflecting any of the above. In the event The User breaches its obligations under this Section 2.4, Cultup reserves the right to, without prior notice, cancel The User’s (and, for the avoidance of doubt, any User’s) right to use the Services. Cultup also reserves the right to (i) investigate and take appropriate action against The User if The User violates, or is in Cultup’s reasonable opinion suspected of violating, the Terms, including removing any content or reclaiming usernames at any time, and/or filing a report to relevant law enforcement authorities and (ii) disclose any data supplied to the Services, upon the receipt of a request for information and to the extent this is required by Applicable Law, governmental regulations or rules, or by any orders of a court or competent authority or arbitral tribunal. The User shall not be entitled to any refund for any payments nor compensation of any other kind as a result of the actions taken by Cultup under this Section 2.4.
The User is liable for the contents of all Engagements created by The User or its’ Users while using the Services and accepts sole responsibility for any User Data submitted to the Services as well as to maintain back-ups of such User Data.
The User is responsible for arranging and fulfilling the technical requirements needed to use the Services, including but not limited to maintaining equipment and software required for its use of the Application. It is The User’s responsibility to provide Cultup with all the information that is necessary for Cultup to provide The User with the Services and fulfill Cultup’s other obligations set forth herein.
The User hereby acknowledges that Accounts are individual and that an Account may only be used by one person and undertakes to ensure that login credentials and passwords are not shared between designated Users. For the avoidance of doubt, this does not limit The User’s right to use the Application during a presentation of a Engagement.
FEES AND PAYMENTS
Current and applicable prices for the Licenses are found in our Pricing specification. All prices are exclusive of VAT, other taxes and potential tolls or import/export fees. All payments are done in accordance with the default settings at the time of Sign up unless other is agreed in signing.
Payment is made upfront on time of sign up. Exceptions may be made when payment is done through invoice and/or bank transfer, in which case payment is due within the number of days after the Initiation Day as specified in the invoice. The first day after the end of the License Period, the License will be automatically canceled.
Cultup reserves the right to change the prices listed under Pricing as well as the payment term, including License Periods, at its own discretion. However, such changes are not applied retroactively and will not affect a License already paid for.
Except as set forth herein, fees paid are non-refundable and exclusive of any taxes, levies, or duties, which are the Users responsibility. Cultup is not liable for any taxes that the User is legally obligated to pay. If Applicable Law requires Cultup to collect and/or pay tax of any kind, from the User, then the User will compensate and pay Cultup for any such taxes owed.
If payment is overdue in accordance with this Section, Cultup reserves the right to suspend and/or discontinue the User’s access to the Services with immediate effect upon notification.
INTELLECTUAL PROPERTY RIGHTS
Cultup acknowledges and understands that the User, or as applicable, a third party, is the sole owner of all rights, title, and interest in and to the User’s Data, including, without limitation, all intellectual property rights therein and Cultup does not make any ownership claim to User Data.
Cultup is hereby granted the right, during the License Period, to use and store User Data to the extent necessary to provide the Services or otherwise fulfill its obligations under the Terms. For the avoidance of doubt, Cultup receives no right to use an Engagement created by User or its’ Users and/or answers provided by the Audience for any purposes whatsoever. Please see Cultup’s Security Policy for information about access and access control.
5.3 Cultup, or as applicable, its licensors, retain all rights and title to the Services (or parts thereof) and any intellectual property rights connected thereto, including but not limited to inventions, designs, copyright, and neighboring rights and know-how related to the Application and other parts of the Services. Any rights not explicitly granted to the User are reserved to and shall remain solely and exclusively proprietary to Cultup (or its licensors as applicable).
5.4 Subject to the Terms and for the purpose of using the purchased Services, Cultup hereby grants User and by extension its designated Users a non-exclusive, non-transferable, revocable, and limited in time right to use the Application and the features therein including the right to use any intellectual property and material contained therein (including for the avoidance of doubt, the right to use trademarks, logotypes, and other proprietary rights). The Subscription is license-based and the above right of use to the Services is granted to the individual User(s) for each license purchased by the User in accordance with Section 2.7.
If the User or its’ Users provide Cultup with suggestions, ideas, improvements, or other feedback with respect to the Services., User hereby grants Cultup a non-exclusive, perpetual, irrevocable, sublicensable, transferable, royalty-free, fully paid-up worldwide right and license to copy, reproduce, modify, create derivatives of, display, perform, sell, offer for sale, distribute, and otherwise exploit such feedback.
Third Party Applications Cultup’s services uses software for which the copyright and other intellectual property rights belongs to a third party such as, but not limited to:
CONFIDENTIALITY AND INFRINGEMENTS The User and Cultup hereby undertake to retain in confidence and not to disclose to any third party any confidential information and data received from the other party. Confidential Information shall mean any information whether technical, commercial, or of another kind, regardless of it being documented or not, including but not limited to User Data. Such information may, however, be disclosed if such disclosure is necessary to allow a party, or its employees to (i) defend against litigation, (ii) to file and prosecute patent applications, (iii) to comply with law and governmental regulations or any orders of court or competent authority or arbitral tribunal or (iv) to comply with applicable stock exchange regulations or the regulations of any other recognized marketplace. Confidentiality in accordance with this provision shall not apply to information which (i) is in the public domain; (ii) comes into the public domain through no fault of the receiving party; (iii) was known prior to its disclosure by the receiving party, as evidenced by written records; (iv) is disclosed under these Terms or with the other party’s prior
written consent, or (v) is disclosed to the receiving party by a third party having a lawful right to make such disclosure.
Cultup respects intellectual property rights and reserves the right to remove any User Data or other content that infringes copyright, trademark, patent, or other intellectual property rights of a third party upon notification from a User or a third party. The User agrees not to use and to ensure that its use of the Services, including any User Data submitted to Cultup, does not infringe the Intellectual Property Rights of a third party. The User shall notify Cultup immediately in the event the User receives any notification of accusation of infringement from a third party due to an Engagement or the Q&As in the Cultup systems.
Cultup shall indemnify and keep the User indemnified from and against any damages and costs finally awarded as a result of any third-party claims brought against the User alleging that the Services infringe or misappropriate such third party’s Intellectual Property Rights.
If the User or a third party, in writing, would notify Cultup of the occurrence or potential occurrence of an intellectual property rights infringement related to the Application or if the Services, in Cultup’s reasonable opinion, are likely to become the subject of a third-party claim under Section 6.2 above, Cultup may at its sole discretion and to the extent possible and reasonable, i) procure for the User the right to continue using the Services, ii) take measures to ensure that the Application is altered in such way that it does not infringe the intellectual property rights in question without reducing the Service’s overall functionality, or iii) if this would entail unreasonably high costs, limit or temporarily cancel the use of the Services, or terminate the User’s Subscription with immediate effect and upon such termination refund to the User any pre-paid fees in proportion to the remainder of the License Period following termination.
Cultup's obligations regarding confidentiality shall not apply to the extent that the infringement (a) is related to a Third-Party Application; (b) arises out of a modification of the Application not made or authorized by Cultup, or (c) is attributable to the User’s continued allegedly infringing activity after being informed of a modification that would avoid the alleged infringement.
The User agrees to indemnify and hold Cultup harmless from and against all claims and associated costs and damages related to (i) User Data or other content or information submitted by the User or its’ Users in the use of the Services; (ii) User Data and/or User’s use of User Data with the Services infringing or misappropriating a third party’s intellectual property rights, or (iii) the User’s and/or the User’s User’s breach of the Terms and/or Applicable Law.
The indemnifying party’s indemnification obligation set forth above is subject to the indemnifying party receiving (i) prompt written notice from the indemnified party of such claim (but in any event, in sufficient time for the indemnifying party to respond without prejudice); (ii) the exclusive right to control and direct the investigation, defense, or settlement of such claim; and (iii) all reasonably necessary cooperation of the indemnified party at indemnifying party’s expense.
Cultup’s indemnification obligation under Section 6.1 above shall not apply to the extent the claim (i) arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by Cultup if the Services or use thereof would not infringe without such combination; (ii) arises from User Data or a Third Party Application (if such Third Party Application was not employed by Cultup to fulfill its obligations under the Terms); (iii) arises from continued allegedly infringing activity after being informed of a modification that would avoid the alleged infringement; or (iii) the User’s/the User’s Users’ use of the Services in breach of the Terms.
The Parties are aware that information and data that is to be seen as trade secrets and that is sensitive and warranting protection might occur. The Parties therefore undertake to retain in confidence and not to disclose to any third party any information and data received from the other party. Confidential Information shall mean any information whether technical, commercial, or of another kind, regardless
of it being documented or not, including but not limited to Customer Data. Such information may, however, be disclosed if such disclosure is necessary to allow a party, or its employees to (1) defend against litigations and to be used in patent applications, (2) to comply with law and governmental regulations or any orders of court or competent authority or arbitral tribunal. Confidentiality in accordance with this provision shall not apply to information which (i) is in the public domain or that comes into the public domain through no fault of the receiving party; (ii) was known prior to its disclosure by the receiving party, as evidenced by written records; (iii) is disclosed under these Terms or with the other party’s prior written consent, or (iv) is disclosed to the receiving party by a third party having a lawful right to make such disclosure.
Cultup reserves the right to communicate with the Customer and the Customer’s Users, also for marketing purposes. In accordance with GDPR Users and Sub User’s may opt-out of receiving emails at any time by unsubscribing at the end of the email. This might not apply to information regarding the services or other information regarding Cultup’s systems or the Users accounts.
The User is responsible for providing Cultup with an e-mail address for the provision of notices under the Terms. In the event that the e-mail address provided is not valid, or for any reason is not capable of delivering any notice required hereunder.
PERSONAL DATA AND DATA SECURITY.
Cultup will maintain administrative, physical, and technical safeguards designed to protect the security of the Services and Customer Data at its best capacity.
If Cultup by law is considered a controller of personal data that is collected, exchanged, or otherwise processed Cultup independently determines the purpose and means of the processing of such personal data, then: (i) such personal data shall be excluded from these Terms and the obligations herein will not apply to Cultup with respect to those processing activities; however, (ii) Cultup hereby acknowledges and agrees that Cultup is independently responsible for compliance and undertakes to comply with Data Protection Laws, e.g., obligations of controllers.
Cultup is working has a well-coordinated and secured routine regarding data handling and its third-party systems are all best in class and has a well-documented security to make shore to limit the risks of loss of data.
All information within the Cultup services is stored in a Encrypt form.
In case of a security incident Cultup has a well-documented routine for maintain appropriate technical and organizational measures to protect data. Cultup will in the case data is lost or in other ways spread in other manners stated in this Terms, inform the User of such incidents.
The Services is provided in an AS IS and AS AVAILABLE basis. Cultup does not give any warranties regarding the functionality of the Services. The User is responsible for accessing and using the services and for the use of the Service and for use of the Services to achieve its intended results. Cultup disclaims all warranties, without limitations. Cultup does not give any guaranties to the costumer regarding Up time, access, or other errors. The User acknowledge that the pricing of the service is based on the fact of the limited warranties given.
Cultup endeavors to keep the Services available to such a large extent as possible. To be able to provide updated and maintained Services, Cultup has the right to disconnect the Services for service and upgrading without giving Customer prior notice and cannot be held liable for downtime or other technical complications.
Faults in service and Use of services
Cultup will at its best ability of a business approach make shore that the Services has a well a good functionality. Cultup undertakes to at its best ability rectify defaults. Definition of default is solely on Cultup’s recognition. Cultup’s responsibility to rectify faults in the Services does not include faults that are of no significance for the intended use of the Services and/or faults in Third Party Applications.
If Cultup reasonably believes that the User does not comply with the Terms or if the User is using the Services in a manner that may cause harm to Cultup or any third party, Cultup may suspend or terminate the User (and its’ Sub Users’) access to and use of the Services, or parts thereof. Cultup reserves the right to immediately suspend The User and/or its Sub User’s access and use of the Services if Cultup in its reasonable opinion believes there is a material threat to the security, integrity, functionality, or availability of the Services.
LIMITATION OF LIABILITY.
Cultup will in no event and without limitation, as long as its legally permitted, be liable to the User, a third party for any compensatory or any types of damages resulting from its obligations in these terms or any other type of obligations. In no events shall Cultup’s reasonability or obligations exceed the amounts paid by the User for the services during the twelve months period preceding the event giving rise to such claim.
The limitation set forth in Section above does not limit or exclude Cultup’s liability for damages caused by fraud or willful misconduct by Cultup and spread of data covered by the clause under the note confidentiality and the User can show that Cultup could have taken reasonably measures to prevent the spread of confidential information Cultup’s limitation of liability is up to an amount not exceeding 50 percent of the users license fee.
Cultup assumes no liability whatsoever for any losses, damages or costs caused by:
(i) Users Data or other content and information submitted by Users and its’ Sub Users including the Audience when using the Services.
(ii) faults, non-conformities and lacking performance in Users software, hardware, or Internet connection.
(iii) corruption or destruction of data or other damages caused by viruses related to Users computer system(s), hardware, software, or other equipment.
(iv) faults caused by the Customer or a third party’s changes to or interference with the Application, or any other circumstances for which the User or a third party is liable or that are in some other way beyond Cultup’s control; and/or the loss, destruction, unavailability, alteration or disclosure of Users Data caused by the Customer or a third party, even though if a third party causes this, Cultup will use all commercially reasonable efforts to restore the lost or damaged Customer Data from the latest back-Up’s that are maintained by Cultup.
Cultup shall be excused from the performance of any of its obligations to the Customer under the Terms if the performance thereof is prevented or delayed by any cause beyond Cultup’s control. Cultup shall in case of such events promptly notify the User and furnish the User with relevant information thereof.
TERM AND TERMINATION
The User may, at any time, terminate the Subscription by sending an email to firstname.lastname@example.org. The User is free to request to be removed from all systems and have all data, including Customer Data, deleted. Cultup is obligated to within a reasonable time delete all data. If Cultup has the right to take actions to ensure the request of termination confirmed by the authorized representative. Already paid fees will not be repaid due to termination in accordance with this Section 15. After the termination, the Customer will no longer be entitled to use the Services and the Customer shall immediately pay outstanding fees, if any, due to Cultup through the date of termination.
Cultup have the right to terminate the Subscription, with immediate effect upon written notice if the Customer shall become insolvent, or enter into receivership, liquidation, provisional liquidation or any similar to any of the mentioned events.
Any clauses that are said to survive also after termination of License Period or which otherwise are of the nature that they shall continue in force will be applicable also after termination of a Subscription.
CHANGES OF TERMS
Cultup has the right to change the Terms at any time. The most current version of these Terms will always be posted on www.Cultup.com and the User hereby undertakes to keep the User up to date with the latest terms that apply at the time of use. Changes will be effective no sooner than the day they are posted on Cultup’s website. If the changes have a significant impact on the user's interests, the user has the right to without delay terminate the agreement and request the removal of their data before the change in the terms takes effect
In the event of any conflict between these Terms and other agreements between the Parties, signed agreements shall prevail to the extend specifically stated so in that agreement.
These Terms supersedes and replaces any and all prior agreements or representations whether in writing, between the parties with respect to the subject matter of the Terms and shall apply to the exclusion of any other terms and conditions.
The User agrees that Cultup is acting as an independent contractor in the performance of its obligations hereunder and no joint venture, partnership, employment, or agency relationship exists between User and Cultup.
The User may not assign subcontract, delegate, or otherwise transfer its rights, interests, and obligations under these Terms without the prior written consent of Cultup.
The invalidity or unenforceability of any provision in these Terms shall not affect the validity or enforceability of the Terms or of any other provision hereof. Only the provision held to be invalid and/or unenforceable shall be considered invalid only to the extent of such unenforceability or invalidity.
DISPUTES AND GOVERNING LAW
The Terms shall be governed by and construed in accordance with the substantive laws of Sweden, without regard to its principles of conflict of laws.
Before filing a claim against us, the User agrees to try to resolve the dispute informally by contacting Cultup at the e-mail address stated above.