Valid from 20 December 2023.
These general terms of service for Cinode AB’s Software-as-a-Service Cinode (“Terms”) form an integral part of the Parties’ agreement (together the “Agreement”) which together governs the Customer’s use of Cinode’s Services. In the event of a conflict between negotiated terms in the Agreement and these Terms, the Agreement shall apply. For our international customers outside of the EU, please see additional terms in Addendum I.
These Terms are applicable to Agreements from the above date.
1.1 “Access Point” refers to, unless the parties have agreed otherwise, the point or points at which the Supplier connects the Service to a public electronic communications network.
1.2 “Affiliates” refers to either Cinode’s or Customer’s companies within the same company group under the definitions of the Swedish Companies Act (Sw. Aktiebolagslagen).
1.3 “Agreement” refers to Cinode’s online in-app purchase form, the order form or the Partner Module’s online registration form for non-paying Customers, executed by the Customer, which sets out the Customer’s identity, ordered Services, price, contract period etc. (the “Main Document”) together with:
1. Cinode’s applicable price list from time to time;
2. these Cinode’s SaaS Terms of Service;
3. Acceptable Use Policy;
4. API Terms of Service; and
5. Data Processing Addendum.
The most current, as well as historical versions, of any appendices are available on our website, where you will always be able to see which version was applicable when you signed this Agreement. Changes to the Appendices are governed by these Terms.
If the provisions of the Agreement are inconsistent, the Main Document shall take precedence. If the provisions of the Terms or the Documentation are inconsistent, the appendices shall take precedence over each other in the order specified above, unless the circumstances clearly require otherwise. The Data Processing Addendum, shall, however, always be given priority with regard to provisions on personal data processing. Written agreements reached by the Parties later shall take precedence over the Documentation.
1.4 “Application” refers to Cinode’s software web application made available on app.cinode.com (or any other domain that Cinode may instruct).
1.5 “Authorized Users” refers to the Users that the Customer has authorized to use the Service within its tier according to the Agreement.
1.6 ”The AI-assisted Services” refers to the AI-supported features that Cinode and our licensors offer. The AI-assisted Services are offered as is and Cinode makes no warranties and has no indemnity with respect to the AI-assisted Services. Use of the AI-assisted Services is at your discretion and risk and is governed by the specific terms in section 23.
1.7 “Cinode” refers to Cinode AB, corporate reg.no. 556825-8668. Terms such as “we”, “our” and “us” refer to Cinode.
1.8 “Confidential Information” refers to what is outlined in section 10.
1.9 “Customer” refers to the legal entity set out in the Agreement. Terms such as “you” and “your” refer to the Customer.
1.10 “Customer Account” refers to an account with the full functionality that a paying Customer has ordered under its Agreement.
1.11 “Customer Data” refers to data which Customer and its Users upload or enter into the Application. It does not include any data of Cinode’s other customers or their Users, even if those companies have been invited by the Customer to create their accounts with Cinode or have made their resources available to Customer.
1.12 “Customization” refers to Cinode’s modifications made to the Service according to the preferences of the Customer set out in section 12.
1.13 “Data Protection Laws” refers to, in EU countries, the General Data Protection Regulation (Regulation (EU) 2016/679) (the GDPR), or any equivalent law, enforceable codes, guidelines, amendments, re-enactments or changes thereof.
1.14 “Documentation” refers to the document that together forms the Agreement as set out in section 1.3.
1.15 “DPA” refers to the separate personal data processing agreement which forms part of the Agreement.
1.16 “Error” refers to reproducible cases where the Application materially fails to perform as promised.
1.17 “Input” refers to the Customer and Customer’s End Users Input to the AI-assisted Services.
1.18 “Output” refers to the Customer and Customer’s End Users Output from the AI-assisted Services based on the Input.
1.19 “Partner Module” refers to the module of the Service allowing Customer to add partners in its network as Users.
1.20 “Service Levels” refers to agreed service levels in regard to Cinode providing Services to the Customer.
1.21 “Services” refers to (i) the software modules which are provided via the Application, (ii) configuration, settings, and support services, and (iii) any professional consultancy services ordered separately by the Customer.
1.22 “System Data” refers to data generated, collected or derived by Cinode’s systems, infrastructure or software, for the purposes of operating, supporting, securing or optimising the Service. System Data shall not be considered data generated by the use of a product or related service.
1.23 “Terms of Service” refers to these terms and conditions for providing the Services.
1.24 “User(s)” refers to either a company account and/or an individual working for the Customer who has an account in the Application (as applicable).
1.25 “Usage Data” refers to data generated by the Customer’s or its Authorized Users, use of the Service, including profile and activity data.
1.26 “Business Days” refers to regular business hours, Monday – Friday 8:00 – 17:00 CET, excluding Swedish public holidays.
2.1 As agreed by the Parties in the Main Document, Cinode shall provide the Customer with its Services consisting of the features presented at any given time at www.cinode.com. This includes, e.g., limited rights to access and use of the Services via a web browser, adapting the Services after the Customer’s design elements. Cinode warrants that the Services’ features will be consistent with the service specifications at the date of signing this Agreement and not deviate in any material aspect during the Customer’s subscription term.
2.2 Cinode shall provide support services under the terms of section 8.
2.3 Competitors of Cinode may not use the Services if Cinode has not provided its prior written consent. The Services must not be used to investigate their availability, performance or functionality or to develop competing services.
2.4 Customers may use Cinode’s marketplace for Apps subject to additional terms and conditions.
2.5 Specific terms for the Partner Module’s non-paying Users apply, see section 4.
3.1 Cinode undertakes to deliver the Services in accordance with the Agreement and these Terms of Service in a professional manner, exercising the care which can be expected of a reputable supplier in the industry.
3.2 Cinode shall update and upgrade the Application and launch new versions of the Service in accordance with what Cinode considers appropriate to maintain overall quality and functionality during your subscription term. Therefore, the Customer accepts that the Service may change over time without prior notice to the Customer. Cinode may, even if it would cause some inconvenience to the Customer, introduce updates in the Service to protect it and for other security reasons.
3.3 Cinode shall notify the Customer about significant changes or additions affecting the use of the Application to a large extent with 30 days’ notice. If the Customer should not accept any such significant changes, the Customer may terminate the Agreement in accordance with the termination provisions.
3.4 Some features may be offered as optional add-on modules at an additional cost and additional terms. No such features are invoiced without the Customer’s approval.
3.5 Users who have been made administrators in the Application shall be considered authorised to add new Users as well as approve new features and their pricing on behalf of the Customer, through what is commonly referred to as in-app purchases.
3.6 Cinode may use subcontractors in the provision of the Services. Cinode is responsible for the Services performed by subcontractors as if they were delivered by Cinode itself. The use of subcontractors processing personal data is further governed in the Data Processing Addendum.
3.7 Any feedback, suggestions, testimonials, endorsements, information or materials conveyed to us by Customer or your Users in connection with the Services shall be collectively deemed “Feedback.” You agree to grant and hereby grant to Cinode a non-exclusive, perpetual, irrevocable, royalty-free, worldwide license (with the right to grant and authorize sublicenses) to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit such Feedback without restriction. Any Feedback that you share with us, you guarantee that you have the full rights and permissions to disclose to us, without any liability on our or our licensors part.
4.1 These terms apply specifically for (i) Users that are invited by Customers to the Partner Module, and (ii) Users that are not yet paying Customers to Cinode and the Services.
4.2 By registering your company account, you acknowledge and agree to be bound by (i) these Terms to the extent they apply to you, (ii) the Acceptable Use Policy, (iii) the API Terms of Service and (iv) the Data Protection Addendum.
4.3 Your company account is provided to you “as is” and “as available” and Cinode does not warrant any specific uptime or availability of the Services. You are subject to the rules that apply for the Customer in these Terms, with exception for the rules on (6) Fees, (8) Support, (9) Service Levels and Availability, (13) Intellectual property rights infringements, (17) Decommission, (18) Limited Warranty, Disclaimer and Liability for Defects.
4.4 Upon registration, you are granted a temporary limited company account for the Cinode Service that will allow you to view current opportunities and appear in other organisation’s searches for external consultants. You will not receive the full functionality of our Service until you are a paying Customer.
4.5 It is free of charge to register your limited company account. In order to respond to a request or offer from another User, you must upgrade to a full Customer Account and thereby complete the online registration for your subscription. As a paying Customer your use of the Services is subject to the terms and conditions of the entire Agreement.
5.1 The Customer warrants that the representative entering into the Agreement on its behalf has the necessary rights and authority to enter into a legally binding agreement with Cinode on behalf of the Customer.
5.2 The Customer is responsible for:
a) ensuring that the Services are used in accordance with all applicable laws of the Customer and its data, user content and regulations including these Terms and the Appendices to the Parties’ Agreement;
b) the accuracy and quality of any information submitted to the Services and that any consultant that is offered for hire via the Services is presented in an honest and fair manner with full transparency regarding the required information about qualifications, experience, price and other terms;
c) ensuring that the Partner Service module is used in accordance with all applicable laws and regulations including applicable data protection laws, these Terms of Service and the Appendices to the Parties’ Agreement, and that any external user that the Customer invites via the Partner Module receives proper information about the purposes and intended use of the module;
d) ensuring that Customer Data is in an agreed-upon format, is not infected by viruses or anything else that could harm or influence Cinode’s systems or Services negatively and does not infringe the intellectual property rights of third parties;
e) meeting the system requirements for the Application which includes having access to an internet connection for all its Users as well as the other software and equipment that has been designated by Cinode in writing;
f) following instructions given by Cinode relating to the use of the Services; and
g) assisting Cinode to a reasonable extent and take reasonable actions to enable Cinode to deliver the Services.
5.3 Login information and other instructions provided by Cinode shall be managed confidentially by the Customer and its Users. The Customer undertakes to immediately notify Cinode if the employment of a User who has the authorization to administer company information has ended, or if someone else has or is feared to have been granted unauthorized access to login information or other instructions.
5.4 The Customer or its Users may not:
a) sub-license or resell the Application,
b) copy, decompile, attempt to determine the source code, methods, algorithms or procedures of the Application or otherwise “reverse engineer”, modify, adapt or create new works or software based on the Application except as set out in mandatory law, or
c) attempt to circumvent license keys or other user restrictions in the Application.
5.5 Cinode may from time to time make third-party products available to the Customer. For purposes of this Agreement, such third-party products are subject to their own terms and conditions. If the Customer does not agree to abide by the applicable terms for any such third-party products, then the Customer should not use such third-party products or the Services of use of the Services requires use of such third-party products.
General
6.1 The Customer shall pay in advance the fees, charges and currency set out in the Order Form. The subscription fees are initially based on the amount of Subscriptions purchased and not on actual usage – a fixed tier model. Subscription Fees are non-refundable and shall not be subject to setoff or other reduction.
6.2 The fees are stated excluding VAT, withholding taxes and other charges which, if applicable, shall be paid by Customer in addition to the stated amount.
Subscription model: Start
6.3 For Customers on the subscription model Start, as evidenced by the applicable Order Form, the current subscription fees and charges applicable to Start Customers are published on Cinode’s Website.
6.4 In the event the Customer upgrades your Subscription to add more Users, the Subscription Fees applicable to your new version of the Services will take effect immediately. If you downgrade, no adjustment will be made until your next billing term.
6.5 If the Customer adds Users or new features during a contract period, Cinode will invoice the additional price for the remaining time of the then current contract period according to the then current price list in advance. At renewal, the annual price of the Services (including the new features and then applicable User tier) will be invoiced in advance.
6.6 If the Parties have agreed on a discounted initial subscription term, such discount shall cease after the initial subscription term unless anything else is stated in the Order Form. The Start Customer will then be offered standard prices according to the then current price list.
6.7 Cinode has the right to adjust the standard fee for Start Customers (without any discount) upon renewal to the then current price list.
Subscription model: Enterprise Customer
6.8 For Enterprise Customers, as evidenced by the applicable Order Form, the Agreement shall renew into the next subscription period with an automatic increase up to the rate agreed in the Order Form, unless Cinode provides You with notice of a higher pricing increase at least 120 days prior to the new subscription term.
Payment Terms
6.9 Unless otherwise agreed, terms of payment are 30 days from the invoice date. If the Customer does not pay an invoice on time, Cinode may choose to cancel or suspend the delivery of the Services until the fees have been paid in full.
6.10 Overdue Payments. Any payment not received by the due date shall accrue interest by taking the Swedish National Bank reference rate (determined every six months) and adding 8% on the outstanding balance per month (except with respect to charges then under reasonable and good faith dispute) from the date such payment is due until the date paid.
6.11 If Cinode is charged with additional work or costs due to circumstances for which the Customer is responsible, Cinode may charge such costs as per Cinode’s current price list for professional services.
7.1 Any limits that apply to your account are specified in the Order Form. You may not downgrade your subscription to manipulate the calculation of charges.
7.2 Term and Renewal. Your initial subscription period will be specified in your Order Form, and your subscription will automatically renew for one renewal term as specified in your Order Form.
7.3 To prevent renewal of the subscription, the required notice must be provided within the timeframe specified in the Agreement.
7.4 If you have conducted an in-app purchase, you may terminate the renewal by cancelling the subscription before the next renewal date. If you add products during the Subscription Term, the fees for these additional products will be pro-rated and they will renew along with your subscription.
7.5 The Customer shall have the right to terminate the Agreement and/or initiate the switching of the data processing service to another provider, or to the Customer’s own systems. Cinode may require written notice of such termination or initiation; however, the notice period shall not exceed two (2) months from the date on which the Customer provides such notice.
7.6 Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, (ii) immediately, if the Customer violate the Acceptable Use Policy or (iii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors.
8.1 Cinode shall provide Users with support for our SaaS service. An FAQ shall be maintained continuously and be available for Users. If answers are not found in the FAQ, Cinode shall provide Users with support via support@cinode.com.
8.2 Reports of Errors shall include information about which web browser the User is using and the Error that the User has experienced. Furthermore, the Customer shall cooperate with Cinode and provide all reasonable assistance necessary for Cinode to diagnose, reproduce and assess the Error.
8.3 After an Error report, Cinode shall initiate troubleshooting during Business Days as set out below. Troubleshooting includes, if applicable, directions for circumventing the Error.
8.4 Classification of Errors:
• Priority 1: Errors that hinder functionality in the Application, making it impossible for the Customer to use the Application or and errors that involve significant risk from a security or integrity point of view.
• Priority 2: Errors that significantly hinder functionality in the Application for the majority of the Customer’s use of the Application.
• Priority 3: Errors that hinder functionality in the Application for some of the Customer’s Users, or errors that cannot be classified as Class 1, 2, or 4.
• Priority 4: Errors that hinder functionality in the Application to a lesser extent for the Customer/aesthetic errors.
8.5 Initial Response Times (on Business Days) calculated on standard European time
8.6 If the Customer reports an Error and it is found that the problem is not attributable to an Error in the Application, Cinode may charge a fee for reasonable time spent on the report as per Cinode’s current price list for professional services.
9.1 Cinode shall strive to keep the SaaS Service (including part of a service such as module, function or application) uninterrupted, taking into account what is commercially and technically reasonable.
9.2 The Service shall be made available in accordance with this Agreement, equivalent to 99% of the time during Business Days. The period is measured by calendar month, with an exception for:
a) planned downtime that the Customer has been notified of in advance, Cinode shall use reasonable efforts to schedule planned maintenance to off-business hours;
b) inaccessibility due to circumstances beyond Cinode’s reasonable control (“Force Majeure”), including without limitation, government actions, floods, fires, earthquakes, civil unrest, terrorist acts, strikes or other labour issues not related to Cinode’s employees, ISP failure, hosting / server operator or denial-of-service attacks; or
c) other interruption at the request of the Customer or with the Customer’s approval.
9.3 The measuring point for the Availability of the Service refers to the connection point, i.e. Cinode’s production environment.
9.4 Cinode’s obligations under this section only apply when the Customer has fulfilled all its obligations under this Agreement.
9.5 Cinode shall notify the Customer in a reasonable time before planned maintenance of the Application and take reasonable actions to minimize the downtime.
9.6 If the parties have no separate agreement regarding Service Level fees, the Customer is entitled to a reasonable reduction in fees for the Services during the period to which the reduced Service Level applies. Any compensation claims due to Service Levels not being met may not exceed thirty (30) % of the monthly fee for the Services.
9.7 In the event that the Availability of the Service is less than 50% during a 30-day period, the Customer has the right to terminate the agreement, without the right to compensation.
9.8 Cinode’s responsibilities in this section apply when: (i) Cinode is made aware of the defect in the Application by the Customer within thirty (30) days from the discovery of the defect, or from when the Customer should have discovered the defect; and (ii) the Customer provides Cinode with information that is necessary to analyse the defect.
9.9 This section sets out Cinode’s sole responsibility in terms of downtime or unavailability of the Application.
10.1 The Parties undertake, during the term of the Agreement and three (3) years thereafter, to keep all information relating to the Service, the Parties’ activities, trade secrets, and the contents of this Agreement, as well as information that should reasonably be considered Confidential Information regardless of the information has been submitted before or after the conclusion of this Agreement secret. A party may only use Confidential Information to fulfil the Agreement, to comply with mandatory laws or government regulations or to the extent required by applicable stock exchange rules.
10.2 Confidential Information does not include information that: (a) is or becomes publicly known other than by any act or omission of the receiving Party, (b) was lawfully held by the other Party prior to publication, (c) is lawfully disclosed to the receiving Party; the Party by a third party without limitation of information, or (d) developed independently of the receiving Party, as an independent development can be demonstrated with written evidence.
10.3 Cinode shall not be required to disclose or provide access to Data that would reveal its trade secrets, proprietary algorithms, software source code, internal business logic, or other confidential information, except where such disclosure is strictly necessary to fulfil the Customer’s right of access under the EU Data Act.
In such cases, Cinode may take appropriate technical and organisational measures, including the use of confidentiality agreements or data masking, to protect its legitimate interests.
10.3 The term of confidentiality does not limit the obligation to keep trade secrets confidential.
11.1 Cinode and/or Cinode’s licensors own all rights, including intellectual property rights, to the Services, including but not limited to patents, copyright and trademarks. Nothing in the design of the Services or the correspondence between the Customer and Cinode shall be construed as a transfer to the Customer of such rights. Even if the Services are modified after input and suggestions from the Customer, the Customer has no right to such modifications, and they shall automatically be assigned to Cinode which may use them freely without any obligation to compensate the Customer.
11.2 The Customer owns (or has a license, permission from a third party to use) all material, and all Intellectual Property Rights and Personal Data that the Customer submits, or instructs Cinode to submit and upload, in the Service, such as the Customer’s trademarks, images and texts.
12.1 Access Rights. Provided that the Agreement is complied with, Cinode grants to the Customer and its Affiliated Companies with Authorized Users, a fixed term, worldwide, non-exclusive, terminable, non-transferable, non-sublicensable limited right to access and use the Service during the Agreement, and its Content via the Internet using a supported web browser, solely for Customer’s internal use and solely to perform those functions defined in the Documentation.
12.2 Customer may not sublicense its rights under this section without having obtained Cinode’s written consent in advance. The Customer has no right to access code (e.g., object code and source code) to the software behind the Service, either during or after the term of the Agreement.
12.3 How the Customer and its Authorized Users may use the Service and what additional restrictions and obligations apply is set out in the Cinode’s Acceptable Use Policy in force at any given time, provided on Cinode’s website.
12.4 Customization White-label. In order for Cinode to be able to deliver the Services adapted to the Customer, the Customer hereby gives Cinode and its Affiliates: (a) a non-exclusive, royalty-free, terminable, global license to use, copy, transmit, modify and display Customer’s Content (including Personal Data); and (b) a non-exclusive, royalty-free, terminable, global license to copy, distribute and use Customer’s trademark(s), logotype(s), name and design elements.
12.5 All Intellectual Property Rights in Customizations (including documentation) shall be Cinode’s exclusive right. The Customer still owns all rights to its own characteristics, design, “look-and-feel” elements and Content. When a Customization is delivered or made available to the Customer, the Customization forms part of the Service, and the Customer’s right of use for the Customization is regulated in accordance with this paragraph and Cinode’s Acceptable Use Policy. Cinode has the right to make such Customization available to all its Customers and third parties. The right to make available Customization does not include the Customer’s identifiable characteristics or “look-and-feel” elements or Confidential Information.
13.1 Cinode undertakes to indemnify the Customer from claims that the Customer’s use of the Services in accordance with these Terms of Service, in Sweden and other countries agreed upon in writing, violates a third party’s intellectual property rights.
13.2 Cinode’s responsibilities under this paragraph only apply on the condition that: (i) the Customer promptly notifies Cinode regarding claims directed towards the Customer; (ii) Cinode is given the exclusive right to decide how the process is conducted; and (iii) the Customer complies with Cinode’s instructions and provides Cinode with reasonable assistance requested by Cinode.
13.3 If an infringement of third party intellectual property rights has occurred, Cinode shall, at its own discretion: (i) ensure the Customer continued right to use the Services; (ii) change the Services to remove any infringement; (iii) replace the Services, or parts of the Services, with other equivalent services that cannot be considered to be an infringement; or (iv) terminate the Services and after deduction, to the Customer’s reasonable benefit, reimburse the Customer’s paid fee for the Services without interest.
13.4 Cinode’s indemnification obligations described in Section 13.1 shall not apply and Cinode will have no liability for any infringement claim of any kind, to the extent the claim results from: (i) modification of the Service made by Customer or a User; (ii) unauthorized or unlicensed use of the Service in violation of this Agreement; (iii) Customer Material; or (iv) Cinode’s creation of materials pursuant to Customer’s instructions.
13.5 This section constitutes the sole responsibility that Cinode has towards the Customer in terms of infringement of third-party intellectual property rights.
14.1 All rights and interests in the Customer’s Data, including Personal Data and Intellectual Property Rights, remain the Customer’s exclusive property. Cinode may not use or copy the Customer’s Data unless this is expressly permitted under the Agreement. Cinode may not provide access to the Customer’s Data to anyone other than employees or subcontractors, whose information requires such access. Access may only be granted in accordance with the terms of this Agreement between the Parties.
14.2 Cinode shall daily back up the Customer’s Data to be able to restore the Service to the condition it was in before the backup was created. Cinode shall keep backups for at least thirty (30) days, unless deleted according to the terms of the Data Processing Addendum.
15.1 Right to Usage Data. The Customer owns all Customer-specific data that identifies the Customer and/or its Authorized Users, generated by using the Services.
15.2 Right to System Data. Cinode owns all rights to data on the performance and usage of the services, such as, but not limited to, availability, response times, number of transactions and calls in the system, click data, visit or session data, and also Usage Data in aggregated and anonymized form.
15.3 All Customer-Specific Usage Data and Customer-Specific System Data constitute Confidential Information which shall be processed in accordance with the provisions of confidentiality and may not be resold by any Party (which also includes any reports prepared for the Customer and which contain Customer-Specific Usage Data and System Data). Usage Data may also not be exported from the Service to Customer or to any other party.
15.4 Customer hereby grants to Cinode and its Affiliated Companies a perpetual, fully paid-up and royalty-free, non-exclusive license to use aggregated and anonymized Usage Data for the purpose of performing analyses, studies and improvements of the Service and overall user experience, understanding local needs and conditions in order to fully develop the Service.
15.5 Cinode shall anonymize and save Usage Data in accordance with the Data Processing Addendum and regulations in Data Protection Laws to ensure that customer-specific Usage Data can be saved and utilized in the long term.
15.6 According to the hourly prices stated in the price list in force at any given time, all tailor-made reports, searches, and analyses of anonymized Usage Data shall be made against compensation from Customer to Cinode for time spent.
16.1 If the Parties are to publish detailed information about the cooperation in accordance with the Agreement, the approval of both Parties is required. However, a Party has the right to use the Parties’ name and company logotype for the marketing of the Partners’ cooperation in general terms, including publication on the Parties’ list of Customers and website and social media channels, without obtaining further approvals.
17.1 Upon termination or expiry of the Services the Customer may request Cinode to assist, to a reasonable extent, in transferring the Customer Data either to the Customer or to another third party designated by the Customer. The Data shall be provided in a structured, commonly used, and machine-readable format through standardised, open and documented API interfaces (APIs). The switching period shall last no longer than 30 calendar days, from the date of the termination of the Services. Cinode shall provide reasonable assistance to the Customer and third party authorised by the Customer. If the Customer requests the export or delivery of Customer Data in a format other than that made available through Cinode’s standard API or standard export functionalities, Cinode shall use reasonable efforts to accommodate such requests, and may charge a reasonable fee limited to the costs incurred in providing the requested format.
17.2 Cinode shall delete the Customer Data upon the termination or expiration of the Agreement, if no transfer has been requested, at the latest 90 days from the date of expiration of the Agreement, unless retention is required by law.
18.1 Authority. Each party represents and warrants that it has the legal power to enter into this Agreement.
18.2 Limited Warranty. Cinode warrants that the SaaS Services will substantially conform in all material respects to the specifications set forth in the Documentation and Cinode’s security standards as specified in Supplier’s Documentation, the existing Supplier’s Information Security Policy when installed, operated and used as recommended in the Documentation and in accordance with applicable minimum system requirements and the terms and conditions of this Agreement.
18.3 Except as otherwise stated, Cinode does not warrant that the functions contained in the Services will meet Customer’s expectations or requirements or that the operation of the Services will be uninterrupted or error–free. Cinode makes no warranties and has no indemnity as to the results, including Outputs, that may be obtained from the use of the AI-assisted Services or the accuracy of any other information generated or obtained through the AI-assisted Services. Cinode is not responsible for problems caused by changes in the operating characteristics of computer hardware or computer operating systems which are made after the release of the software or for problems in the interaction of the Services with non–Supplier software. The Customer’s exclusive remedy under this limited warranty is the Suppliers remedy of defects as set out in this section.
18.4 Disclaimer. Except as provided above, the Services are provided as is without warranty of any kind, either expressed or implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose, title, and the entire risk as to the quality and performance of the Services is with the Customer.
18.5 Liability for defects. Defects or shortcomings exist if the Services substantially deviate from the technical specifications as presented on Cinode’s website from time to time. Defects or shortcomings shall be remedied by the Supplier the Customer claim, which shall contain detailed information about how the defect or shortcomings has manifested itself. Costs for remedying defects or shortcomings shall be borne by Cinode with the following exceptions:
18.6 Cinode shall not be liable for defects attributable to: (a) use in violation of Cinode’s instruction or Services’ documentation, (b) modifications undertaken by the Customer or, (c) documents, data and other information supplied by the Customer, and (d) hardware, software or other equipment not provided by the Supplier.
19.1 A Party is not liable in any case for any special, incidental, indirect, exemplary, punitive, or consequential damages of any kind however caused arising out of the subject matter of this Agreement, including, but not limited to, attorneys fees and costs, business interruption or loss of profits, loss of data, business opportunities or goodwill, to the maximum extent permitted by applicable law. The limitation of liability also includes the Party’s liability to third parties (such as the Customer’s customers), even if the Party is informed that such damage may occur.
19.2 The Parties are not responsible for events beyond their control (“Force Majeure”). Cinode disclaims all liability with respect to any third-party products that you use.
Cinode is not liable for any failure to perform or delay in performing its obligations under these Terms to the extent that the failure or delay is caused by circumstances beyond Cinode’s reasonable control.
19.3 Liability Cap.To the maximum extent permitted by applicable law, the Parties’ (including their Affiliates’) total aggregate liability under this Agreement, regardless of the cause of action and whether in contract, tort (including negligence), strict liability, indemnity or otherwise, shall be limited to an amount equal to one hundred percent (100%) of the Fees paid by the Customer to Cinode during the twelve (12) months immediately preceding the event giving rise to the claim.
If multiple customers suffer loss from the same or related incident covered by Cinode’s applicable data breach (cyber) insurance, the total compensation payable to all such customers shall in aggregate not exceed the total insurance limit available under that policy, and each Customer’s recovery may be proportionally reduced.
This limitation shall not apply in cases of death or personal injury, gross negligence, or wilful misconduct.
The Parties acknowledge that the Fees and other commercial terms of this Agreement reflect this allocation and limitation of risk.
19.4 The Customer shall indemnify and hold Cinode, and its Affiliates, directors, officers, employees and agents, harmless from and against any and all claims, costs, losses, damages, judgments and expenses (including reasonable costs for legal representation and amounts reasonably paid for handling legal claims) arising in connection with i) Customer’s or its Authorized Users’ violation of the terms of our Agreement, and (ii) Customer’s or its Authorized User’ content or inputs to the Service (including, but not limited to Customer Data such as Input and Output to the AI-assisted Services). Though Cinode shall have no obligation to monitor Customer’s use of the Services, Cinode may do so and may prohibit or temporarily suspend any or part of the functions of the Service if it reasonable believes that such use of the Services may be (or alleged to be) in violation of the Agreement.
19.5 Claims must be submitted in writing within three (3) months from the occurrence of the damaging event, otherwise the Party loses the opportunity to make a claim.
20.1 The Customer understands and acknowledges that the Services may contain audit reporting capabilities which can be operated to generate and send to Cinode reports containing information about the usage of the Services, including, without limitation, information detailing the number of reports generated by the Services and the number of users (collectively “Usage Information”).
20.2 Cinode may cause the Services to operate these reporting capabilities periodically to obtain reports containing such Usage Information (“Reports”) to verify the Customer’s compliance with the terms of this Agreement. If the Reports reveal any non-conformance with this Agreement resulting in usage of the Services for which the Customer has not paid, Cinode shall notify the Customer of such non-conformance. If such non-conformance requires any additional amounts to be paid to Cinode for additional usage, the Customer shall pay any amount owed within 15 days after receipt of an invoice from Cinode. If the Customer fails to pay Cinode the additional amounts due within such 15-day period, Cinode may (a) cause the Services to suspend operation until such time as the Customer brings its account completely current, or (b) exercise any other rights under the Agreement. If the Reports reveal any other non-conformance with this Agreement, Cinode may seek the remedies available to it under this Agreement.
21.1 Costs. The Parties shall bear the costs of entering into this Agreement.
21.2 Communications. The Parties shall co-operate and consult each other in conjunction with the performance of the Service. Each party shall appoint its own contact person who will be responsible for the co-operation regarding the Agreement. The other party shall be informed of the choice of the contact person. The authority of contact persons to represent the respective parties shall be set forth in the Agreement.
21.3 The Status of the Parties. Nothing contained in this Agreement will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship. Neither party will have authority to bind, commit, or otherwise obligate the other party in any manner whatsoever.
21.4 Customer shall adhere to any applicable export controls for the export or re-export of the Services, Software or anything related thereto.
21.5 Entire Agreement. This Agreement constitutes the entire agreement between the Parties, and no promise, undertaking, representation, warranty or statement by either Party prior to the date of this Agreement shall affect this Agreement.
21.6 Assignment. You may not transfer or assign any rights or obligations and licenses granted under this Agreement without Supplier’s prior written consent.
21.7 Unless agreed otherwise, Cinode may make modifications to these Terms, including pricing. Any updates to Terms will be published on our website, be sent to you by email or published in the administrator’s portal, or otherwise as required by law. The updated Terms will apply from the date of publication on our website (see the date of “Last Modified”) and your continued use of our Services will constitute your acceptance.
21.8 Severability. If any provision of this Agreement is found to be held invalid by a court competent jurisdiction, that provision only will be limited to the minimum extent necessary and the remaining provisions will remain in full force and effect.
21.9 Notices. Notifications about the Agreement and its administration, including Termination, shall be submitted via e-mail to sales@cinode.com or sent by courier, registered letter. The notice shall be considered received by the recipient: (i) if submitted by courier: upon delivery; (ii) if sent by registered letter: two (2) days after handing it over to the postal service; or (iii) if sent as an e-mail: when the electronic message has been delivered to the recipient’s electronic address. If a party wants to change its contact details, it must notify the other party as set out above or notices sent to an old address will be deemed valid.
Notices to the Company shall be addressed as follows:
Cinode AB
Olof Palmes gata 11, 111 37 Stockholm, Sweden
21.10 Waiver. The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further right hereunder.
22.1 This Agreement shall be governed by Swedish law, without reference to the choice and conflict of law provisions thereof.
22.2 Any dispute arising out of, or in connection with this Agreement, shall be finally settled by the public courts of Sweden, with Stockholm’s District Court as the court of first instance.
23.1 Cinode uses third party service providers to provide the AI-assisted Services. You acknowledge that any Input you provide in the AI-assisted Services will be shared with the third party service provider.
23.2 The Customer is responsible to comply with all applicable laws and regulations in connection with your access and use of the AI-assisted Services. The Customer consent to the third party service provider’s policies when using the AI-assisted Services.
23.3 Cinode will not accept any use of the AI-assisted Services that violates the Acceptable Use Policy.
23.4 All intellectual property rights of the AI-assisted Services and elements thereof are reserved Cinode and its licensors and third-party technology providers. As between the Customer and Cinode, to the extent permitted by law and subject to the terms of Agreements that governs your use of the Services, the Customer retains ownership of its Input and Output generated through use of the Services.
23.5 The Output produced through the AI-assisted Services is generated by artificial intelligence. Such Output may contain inherent biases or reflect encoded parameters, data or ethical frameworks of third-party service providers. Cinode does not verify, warrant, or guarantee the accuracy, completeness, or suitability of any Output, which may be generic or incomplete.
The Customer is solely responsible for reviewing and validating any Output prior to use and for ensuring that the use of AI-assisted Output complies with applicable laws, internal policies, and ethical standards.
23.6 Restrictions on Use. In addition to the general restrictions in section 5.4. and Cinode’s Acceptable Use Policy, the following shall apply for your use of the AI-assisted Services: Customer must not use the the AI-assisted Services to (a) develop foundation models or other large-scale models that compete with the AI-assisted Services and/or its third party service providers; (b) extract data from the the AI-assisted Services; or to (c) represent that Output was human-generated where it is not
23.7 Cinode may withdraw the AI-assisted Services or remove your access to the AI-assisted Services at any time within its sole discretion with no notice to you.
24.1 Taxes. The subscription, service fees, and other amounts required to be paid hereunder do not include any amount for taxes or levy (including interest and penalties). Customer shall reimburse Supplier and hold Supplier harmless for all sales, use, VAT, excise, property or other taxes or levies which Supplier is required to collect or remit to applicable tax authorities. This provision does not apply to Supplier’s income or franchise taxes, or any taxes for which Customer is exempt, provided Customer has furnished Supplier with a valid tax exemption certificate.
The Customer will pay all import duties, levies or imposts, and all goods and services sales, use, value added or property taxes of any nature, assessed upon or with respect to the SaaS Terms. If the Customer is required by law to make any deduction or to withhold from any sum payable to the Supplier by the Customer hereunder, then the sum payable by the Customer upon which the deduction or withholding is based shall be increased to the extent necessary to ensure that, after such deduction or withholding, the Supplier receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount the Supplier would have received and retained in the absence of such required deduction or withholding. If the Customer is required by law to make any such deduction or withholding, the Customer shall promptly effect payment thereof to the applicable tax authorities. The Customer shall also promptly provide the Supplier with official tax receipts or other evidence issued by the applicable tax authorities sufficient to enable the Supplier to support a claim (if applicable) for income tax credits in the Supplier’s applicable taxable country.
24.2 Place to Resolve Disputes: Unless otherwise stated in your Agreement, the above-mentioned Terms of Service, shall apply, regardless of your location. If the Customer is located outside the European Union, European Economic Area (EAA), Switzerland, or the United Kingdom, any dispute may, if agreed by both Parties, be submitted to arbitration as an alternative form of dispute resolution.
Abiding to this Agreement, means that you agree to, in good faith, attempt to settle any dispute or claim, that arises as a result of or in relation to, these Terms of Service, or your use of the Services, between us as parties.
The arbitration will be governed by Stockholm Chamber of Commerce Arbitration Institute (the “SCC”) under its then established rules and procedures. The SCC administers disputes in accordance with the Arbitration Rules of the SCC (the “Arbitration Rules”), the Rules for Expedited Arbitrations of the SCC (the “Rules for Expedited Arbitrations”) and other rules and procedures adopted by the Stockholm Chamber of Commerce (together, the “SCC Rules”). The Arbitration Rules of the SCC Arbitration Institute can be found www.sccarbitrationinstitute.se/en/resource-library/rules-and-policies/scc-rules. Any dispute will, if necessary, be carried out in the English language.
