This IMAGIMOB Studio SaaS Agreement contains the terms and conditions that govern access to and use of IMAGIMOB Studio (as defined below) and is an agreement between IMAGIMOB AB (“IMAGIMOB”) and you or the entity you represent (“Customer”). Thus, “Customer” means (i) in the case of you as an individual accepting this Agreement on your own behalf, you, or (ii) in the case of you accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity that you as an individual are accepting this Agreement for. If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions. Customer and IMAGIMOB may be referred to collectively as the “Parties” or individually as a “Party”.
By (a) clicking a box indicating acceptance, (b) executing an order or entering into another agreement that references this agreement, or (c) using the Services, you agree to the terms of this Agreement. It is effective between Customer and IMAGIMOB as of the first date of Customer’s accepting this Agreement (the “Effective Date”).
Terms in initial capital letters have the meanings set forth in section 16 of this document, unless defined elsewhere in this Agreement.
1.1 The following documents are hereby incorporated by reference into this Agreement.
- IMAGIMOB Studio Desktop Client EULA
- IMAGIMOB Studio User Documentation
- Licensing Metrics and Service Fees
1.2 Additional information concerning the Services and included components that is included or referenced in the IMAGIMOB Studio User Documentation is a part of the IMAGIMOB Studio User Documentation; such information may include, but is not limited to, technical requirements for use of the Services, information regarding Open Source Software and description of IMAGIMOB's security practices.
2.1 IMAGIMOB Studio. Each of the services made available by IMAGIMOB via the IMAGIMOB Studio Desktop Client or otherwise part of IMAGIMOB Studio (the “Services”), including the services described in the IMAGIMOB Studio User Documentation, and thereto related documentation and information (“Documentation”), such as IMAGIMOB Studio Developer Resources, are made available to Customer according to this Agreement.
2.2 Maintenance and availability of Services. IMAGIMOB will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, 365 days a year, except for: (a) planned downtime (of which IMAGIMOB aims to give advance notice on its website), and (b) any unavailability caused by circumstances that IMAGIMOB has failed to foresee would have such effect.
2.3 Changes to Services. IMAGIMOB may, in its sole discretion and for any or no reason, change or discontinue any of the Services from time to time. If IMAGIMOB discontinues any Services prior to the agreed time limit for use that Customer through a Subscription has prepaid for and Customer is thereby prevented from enjoying such Subscription, IMAGIMOB will refund Customer payments made. IMAGIMOB will try to keep Customer informed about changes in the Services by e-mail and its website. Any updates, upgrades, modifications, enhancements, derivative works, new releases and new versions of the Services that IMAGIMOB provides, or is obligated to provide, as part of the Subscription shall be deemed as included in and part of the Services.
2.4 Third party services and IMAGIMOB suppliers. IMAGIMOB does engage subcontractors for the purpose of providing the Services or parts thereof, and other obligations under this Agreement. The performance of any act or omission under this Agreement by a subcontractor will be deemed the act or omission of IMAGIMOB. IMAGIMOB is liable for such subcontractors as for itself.
2.6 Support and consultancy services. IMAGIMOB does not provide any support or consultancy services to Customer. If Customer has another separate agreement with IMAGIMOB for such services, please refer to such agreement.
3.1 Free Services restrictions. IMAGIMOB may make Free Services available to Customer. Use of Free Services is subject to the terms and conditions of this Agreement. Free Services are provided to Customer without charge and are provided subject to:
A) Customer shall not create more than one account to benefit from any credits or other limited use rights provided for free,
B) Customer is subject to resource limits, such as “Compute power”, as further detailed in Licensing Metrics and Service Fees, (Usage over such limits requires Customer’s purchase of a Subscription), and
C) Customer does not put any Customer Device on the market or uses a Customer Device for any other purpose than internal development or testing (other, less restricted licensing metrics apply after purchase of a Subscription). Thus, Customer may not include Output Data that it has obtained through use of Free Services in any product or service that it sells or otherwise makes available to third parties or, with exception for development or testing as provided in this section, takes into operational use within its own operations.
3.2 No duty to notify about termination of access. Customer agrees that IMAGIMOB, in its sole discretion and for any or no reason, may terminate Customer access to the Free Services or any part thereof. Customer agrees that any termination of access to Free Services may be without prior notice, and that IMAGIMOB will not be liable to Customer or any third party for such termination.
3.3 In the event of a conflict between this section 3 and any other portion of this Agreement, this section shall control.
4.1 Subscription. Customer may order a subscription for the Services. The details as to ordering, time period of subscription, fees and other licensing metrics shall be as detailed in Licensing Metrics and Service Fees, at time of acceptance of order.
4.2 Payment obligations are non- cancellable, and fees paid are non-refundable, and quantities purchased cannot be decreased during the relevant subscription term. IMAGIMOB shall not be required to meet any Subscription or perform any other activity until full payment therefore has been received, unless otherwise has been expressly agreed in a by the parties duly signed written agreement.
4.3 Customer may be required to have a Subscription for access and use of the Services or parts thereof. See section 3 pertaining to Free Services.
4.4 Amendment of Licensing Metrics and Service Fees. IMAGIMOB is free to amend Licensing Metrics and Service Fees at any time. However, an amendment of prices or licensing metrics shall not affect a Subscription for such time period that Customer already has paid at the time of such amendment coming into effect. Thus such amendments shall have effect at upon any time period of a renewed or extended subscription by Customer.
4.5 Taxes. Prices do not include customs duties or any sales, use, excise, ad valorem, VAT, or other taxes (collectively, “Taxes”), as required under applicable law. When IMAGIMOB has the legal obligation to collect Taxes, the appropriate amount shall be added to applicable fee and paid by Customer. Customer will provide such information to IMAGIMOB as reasonably required to determine whether IMAGIMOB is obligated to collect Taxes from Customer.
4.6 Payment terms. Customer will pay IMAGIMOB on the terms provided in Licensing Metrics and Service Fees.
4.7 Late payments. If Customer fail to pay on time, IMAGIMOB shall, without limiting IMAGIMOB's rights or remedies, be entitled to interest from the due date at the rate of interest determined by Swedish law on late payments (Sw. räntelagen). If Customer fails to pay by the due date, IMAGIMOB may suspend performance of the Services until payment is made.
Customer application of the Services. IMAGIMOB is not and cannot be aware of the specific application of the Services or any Output Data by Customer. IMAGIMOB takes no responsibility for the Services suitability to create a specific product and/or other result. Especially Customer acknowledges that, IMAGIMOB has not specifically designed or qualified software for critical applications, and that the Services and any Output Data may contain errors and bugs, and that Customer is required to qualify the Services and/or Output Data, if used in or for critical applications, and pursuant to applicable local quality, safety and legal requirements, before permitting or giving access to any such use. Especially any output generated by a machine learning model is probabilistic and should be evaluated for accuracy as appropriate for intended use, including by employing human review of such output. Customer undertakes to indemnify IMAGIMOB as to its use of the Services and Output Data as provided in section 12.
Disclaimer. the Services and other Licensed Materials are provided “as is” and "as available" except to the extent prohibited by law, or to the extent any statutory rights under applicable law apply that cannot be excluded, limited or waived. IMAGIMOB and IMAGIMOB´s licensors and service providers (a) make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the services or Licensed Materials or third-party content, and (b) disclaim all warranties, including any implied or express warranties (a) of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, (b) arising out of any course of dealing or usage of trade, (c) that the Services or Licensed Materials or any third-party content will be uninterrupted, error free or free of harmful components, and (d) that any Input Data, Output Data or other content will be secure or not otherwise lost or altered.
6.1 Prices payable. Customer acknowledges and accepts that Free Services are provided subject to section 3 and as elsewhere especially provided thereto. With exception for Free Services, Customer shall hold and pay IMAGIMOB for a Subscription as determined in this Agreement (see section 4).
6.2 Access to the Services and Documentation. Customer shall comply with the terms of this Agreement and all laws applicable to Customer´s use of the Services, at all times. It falls upon Customer to have: (a) suitable communication (over the Internet) to the access point (web site etc) from which IMAGIMOB provides the Services; and (b) the equipment and software that IMAGIMOB from time-to-time states is necessary to use the Services or which otherwise are apparently necessary for such use.
6.3 IMAGIMOB Studio Desktop Client. Customer may be required to locally install a software client to be able to use the Services or parts thereof. The terms and conditions of the End-User License Agreement (EULA) for said software shall apply and govern the installation and use of such software. In the event of a conflict between the contents of the EULA and the contents of this agreement document or any other portion of this Agreement, the latter shall control. If Customer does not accept the contents of the EULA Customer shall not install the IMAGIMOB Studio Desktop Client and this may limit Customer´s ability to utilise the Services.
6.4 User Account including log-in credentials. In order to access and use the Services, Customer´s users are required to register with IMAGIMOB on an individual basis and select a username and password (“User Account”). A User Account shall be used only by an individual user, and such user may not share or otherwise disclose its User Account information to any other party. Customer is responsible for (a) the security, confidentiality, and integrity of Customer´s User Account(s), (b) any authorized or unauthorized access and use of a User Account by any person, and (c) all information that is received, transmitted through or stored using its User Account(s). If, at any time, Customer learns or suspects that User Account information was disclosed or made known to any person other than Customer or by Customer authorised individual user, Customer agrees to immediately notify IMAGIMOB. Customer agrees to keep User Account information current. Customer agrees not to access the Services or any other aspect of or information contained in Services through any technology or means other than through a User Account. Customer shall in case several individuals shall have access to the Services assure that each such individual user has a User Account and that such individual is informed about the contents of this Agreement.
6.5 Input Data. Customer shall be solely responsible for the uploading and other use of Input Data through and by use of the Services. In connection with the Input Data, Customer affirms, that User owns or has the necessary licenses, rights, consents and permissions to Input Data to enable inclusion and use of the Input Data in the manner contemplated by the Services. IMAGIMOB rights to Input Data are set out in section 8.6.
6.6 Data Protection. Customer may not at any time upload or otherwise process personal data through use of the Services, especially any Input Data, unless Customer has secured that such processing is carried out in accordance with to Customer and IMAGIMOB all applicable laws. As pertaining to Account Information see section 2.5. Customer can contact IMAGIMOB to address any contemplated processing of personal data by use of the Services. IMAGIMOB may require Customer pay IMAGIMOB to deal with such request. Also, in case of such communication or IMAGIMOB otherwise being made aware of processing of Personal Data other than Account Information, IMAGIMOB reserves the right to require Customer to prior to Customer use of the Services for such purpose enter into an addendum agreement governing processing of Personal Data.
7.1 Acceptable use. Customer may not use, or facilitate or allow others to use, the Services:
a) for any illegal or fraudulent activity;
b) to violate the rights of others;
c) to threaten, incite, promote, or actively encourage violence, terrorism, or other serious harm;
d) for any content or activity that promotes child sexual exploitation or abuse;
e) to violate the security, integrity, or availability of any user, network, computer or communications system, software application, or network or computing device;
f) to distribute, publish, send, or facilitate the sending of unsolicited mass email or other messages, promotions, advertising, or solicitations (or “spam”);
g) to store, download or transmit infringing or illegal content, or any viruses, “Trojan horses” or other harmful code;
h) to engage in phishing or denial-of-service attacks;
i) to intentionally interfere with or disrupt the integrity or performance of the Services, any component or data contained therein or on IMAGIMOB´s system or network or circumvent security features of the Services;
j) to perform penetration testing, vulnerability testing or other security testing on the Services, component or IMAGIMOB´s systems or networks or otherwise attempt to gain unauthorized access to the Services or IMAGIMOB´s systems or networks; or
k) cause or permit reverse engineering (unless required by law for interoperability), disassembly or decompilation of the any software provided as part of the services.
7.2 No Customer use solely for providing an online service. Customer may not use the Services to provide an online service, service bureau or as an application service provider for third parties. This notwithstanding, without amending the before stated Customer may use the Services as part of it carrying out work for a third party, such as in connection with providing development services or other professional services, provided Customer otherwise adheres to the contents of this Agreement.
7.3 No monitoring etc. The Services may not be accessed for purposes of monitoring their availability, performance, or functionality, or for any other benchmarking or competitive purposes.
7.4 Enforcement and restriction of access to the Services. Amending the provisions of this Agreement pertaining to availability and changes to the Services, IMAGIMOB may remove or disable access or use in case of:
a) any violation of acceptable use as provided in section 7.1 or any other breach of the terms of this Agreement; or
b) If IMAGIMOB has reason to believe provision of the Services give rise to the risk of damage to IMAGIMOB or another customer of IMAGIMOB.
IMAGIMOB may investigate any suspected violation of this Agreement, including violation of acceptable use pursuant to section 7.1. Customer agrees to cooperate with IMAGIMOB to remedy any violation.
8.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, IMAGIMOB, its licensors (subcontractors etc) reserve all of their right, title and interest in and to the Services, including all of their related Intellectual Property Rights. No rights are granted to Customer hereunder other than as expressly set forth in this Agreement.
8.2 Customer license pertaining to the Services and other Licensed Materials. Subject to the terms of this Agreement, solely to the extent that applicable law requires the exercise of Intellectual Property Rights owned by IMAGIMOB (or its licensors) for Customer to use the Services and other Licensed Materials as intended, IMAGIMOB hereby grants Customer, a limited, revocable, non-exclusive, non-sublicensable and non-transferrable license to exercise such Intellectual Property Rights for the term of this Agreement. However, some content or functionality may be provided to Customer which requires Customer to accept a separate license from a third party, in the event of a conflict between this section 8.2 and any separate license by a third party, the separate license will prevail with respect to what is the subject of such separate license.
8.3 Except as specifically provided in this Agreement, Customer may not: (a) copy Licensed Materials, in whole or in part; (b) distribute copies of Licensed Materials, in whole or in part, to any third party; (c) modify, adapt, translate, make alterations to or make derivative works based on Licensed Materials or any part thereof; (d) except as permitted by mandatory law which cannot be deviated from by agreement, decompile, reverse engineer, disassemble or otherwise attempt to derive source code, algorithms or the underlying structure of Licensed Materials; (e) use, rent, loan, sub-license, lease, distribute or attempt to grant other rights to any part of Licensed Materials to third parties; (f) use Licensed Materials to act as a consultant, service bureau or application service provider; or (g) permit access of any kind to Licensed Materials to any third party.
8.4 Customer´s rights as pertaining to use of Output shall, notwithstanding anything in sections 8.2 and 8.3 to the contrary, be as provided in section 8.8.
8.5 IMAGIMOB rights to Input Data. Except as provided herein, IMAGIMOB obtains no rights under this Agreement from Customer (or Customer licensors) to Input Data. Customer consents to IMAGIMOB´s use of Input Data to provide and maintain the Services to Customer, comply with applicable law, and to enforce this Agreement, and grants IMAGIMOB a limited, royalty-free, revocable, non-exclusive, license to exercise any existing Intellectual Property Rights therein for such purposes.
8.6 IMAGIMOB rights to Output Data. IMAGIMOB will not, whether or not such data is covered by Intellectual Property Rights, use any data contained in or represented in Output Data other than to; provide and maintain the Services to Customer, comply with applicable law, and to enforce this Agreement, and grants IMAGIMOB a limited, royalty-free, revocable, non-exclusive, license to exercise any existing Intellectual Property Rights therein for such purposes.
8.7 Data similar or corresponding to Input Data or Output Data. Any limitation that follows from Section 8.5 or 8.6 shall not apply to the extent that IMAGIMOB can show that any data: (a) can be shown to have been known to IMAGIMOB at the time of IMAGIMOB´s receipt from Customer; (b) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (c) can be shown to have been independently developed by IMAGIMOB without reference to Customer´s Input Data. In short, IMAGIMOB will refrain from using Customer´s Input Data and Output Data but cannot promise not to use or generate similar or corresponding data if received or generated from another source.
8.8 Customer rights to Output Data. To the extent that Output Data contains or otherwise requires the exercise of Intellectual Property Rights owned by IMAGIMOB or its licensors, Customer is hereby granted a non-exclusive license to exercise such Intellectual Property Rights to the extent required for Customer to use Output Data, as intended by this Agreement. Thus, subject to payment of applicable fees, Customer may install and incorporate Output Data on a Customer Device and make, market, sell, and distribute copies as incorporated into such Customer Device. All subject to the terms of this Agreement, including, as further provided in Licensing Metrics and Service Fees and not least as may be provided therein as to the payment of royalty as part of fees.
9.1 Security arrangements and Customer confidential information. IMAGIMOB will take commercially reasonable steps to maintain the administrative, physical, and technical safeguards for protection of security as described in the IMAGIMOB Studio User Documentation or is otherwise apparent.
9.2 IMAGIMOB Confidential Information. Customer may use IMAGIMOB Confidential Information only in connection with Customer´s use of the Services as permitted under this Agreement and shall not disclose IMAGIMOB Confidential Information to any other person without IMAGIMOB´s prior written consent. The said notwithstanding, Customer may disclose IMAGIMOB Confidential Information on a need-to-know basis to its employees, consultants, and advisors provided that such recipients have entered into customary confidentiality undertakings and that such confidentiality undertaking is sufficient to protect the IMAGIMOB Confidential Information. Customer will take all reasonable measures to avoid disclosure, dissemination, or unauthorized use of IMAGIMOB Confidential Information, including, at a minimum, those measures Customer takes to protect Customer´s own confidential information of a similar nature. Customer shall not be restricted to disclose IMAGIMOB Confidential Information that Customer can show it is required to disclose by law, a competent governmental or administrative agency or body or decision by a competent court of law, but then only, to the extent legally permitted, after prior notification to IMAGIMOB (unless prohibited to do so under Swedish law). IMAGIMOB Confidential Information disclosed under the preceding sentence shall for all other purposes remain IMAGIMOB Confidential Information.
Upon 10 days written notice, IMAGIMOB may, either itself or by appointing a well renowned and independent auditing firm, audit Customer use of the Services, including but not limited to number of Customer Devices created by Customer or fulfilment of reporting obligations as provided in applicable Licensing Metrics and Fees. Customer agrees to cooperate with IMAGIMOB’s audit and provide reasonable assistance and access to information. Customer agrees to pay within 30 days of written notification any fees applicable to Customer use of the Services, including but not limited to number of Customer Devices created by Customer, in excess of Customer rights. If Customer does not pay, IMAGIMOB can end Customer´s license rights and/or this Agreement. Customer agrees that IMAGIMOB shall not be responsible for any of your costs incurred in cooperating with the audit.
11.1 Exclusive remedies. If the Services fail to substantially conform to specifications contained in the IMAGIMOB Studio User Documentation and this materially affects Customer´s Subscription IMAGIMOB will, at its option; (a) repair or replace the nonconforming Services, or (b) make a Pro Rata Refund as to any prepaid amount. This is Customer’s sole and exclusive remedy under this Agreement. Customer shall notify IMAGIMOB in writing with a specific description of the Service´s nonconformance and effect this has had in relation to Customer´s Subscription and IMAGIMOB shall be able to validate the existence of such nonconformance. Customer loses its right to make a claim, if such claim is not made within 60 days after the Customer became aware, or should have become aware, of the Service´s nonconformance, albeit no later than within 180 days of any such alleged occurrence.
11.2 Limitation of liability. IMAGIMOB´s liability arising out of this agreement shall not exceed a refund of the fee paid for Subscription under which liability does arise, if any. In no event will IMAGIMOB be liable for any loss of data, lost profits, cost of procurement of substitute technology or services or for any special, incidental, consequential, or indirect damages arising from the use of the Services (or the Output Data) or otherwise arising out of this agreement, however caused and on any theory of liability, whether for breach of contract, tort (including negligence) or otherwise. This limitation shall apply even if IMAGIMOB has been advised of the possibility of such damages. Customer acknowledges that the Subscription fee, if any, reflects this allocation of risk. These limitations shall apply notwithstanding the failure of essential purpose of any limited remedy.
12.1 Customer indemnification. Customer shall defend, indemnify, and hold harmless IMAGIMOB, IMAGIMOB´s affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any losses (including reasonable legal fees) arising out of or relating to any third-party claim concerning or relating to: (a) Customer use of the Services (including any activities under Customer Account and use by Customer employees and personnel) or use of Output Data (including any claims alleging that any such infringes or misappropriates third party’s Intellectual Property Rights or caused personal or property damages); or (b) breach of this Agreement or violation of applicable law by Customer or Input Data. Customer shall reimburse IMAGIMOB for reasonable legal fees, as well as IMAGIMOB´s employees’ and contractors’ time and materials spent responding to any third party subpoena or other compulsory legal order or process associated with third party claims described in (a) through (b) above at IMAGIMOB´s then-current hourly rates.
12.2 IMAGIMOB indemnification. IMAGIMOB shall defend, indemnify, and hold harmless Customer and its employees, officers, directors, and representatives from and against any losses (including reasonable legal fees) arising out of or relating to any third-party claim that Customer´s use of the Services infringes any Intellectual Property Rights of such third party in the European Union (EU).
12.3 Process pertaining to indemnifications. The obligations under this section 12 shall apply only if the party seeking defence or indemnity: (a) gives the other party prompt written notice of the claim; (b) permits the other party to control the defence and settlement of the claim; and (c) reasonably cooperates with the other party (at the other party’s expense) in the defence and settlement of the claim. In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of money, without the written consent of the other party.
13.1 Term. The term of this Agreement will commence on the Effective Date and will remain in effect until terminated. A term of any Subscription shall be as applies for such Subscription.
13.2 Termination for convenience. Customer may terminate this Agreement for any reason by providing IMAGIMOB notice and closing Customer account for the Services for which IMAGIMOB provides an account closing mechanism. IMAGIMOB may terminate this Agreement in relation to any Subscription by Customer for any reason by providing Customer at least 30 days’ advance notice. As regards Free Services see section 3.1.
13.3 Termination for cause. Either party may terminate this Agreement for cause if the other party is in material breach of this Agreement and the material breach remains uncured for a period of 30 days from receipt of notice by the other party. IMAGIMOB may also terminate this Agreement immediately upon notice to Customer; (a) for cause if IMAGIMOB has the right to suspend under section 7, (b) if IMAGIMOB´s relationship with a third-party partner who provides software or other technology IMAGIMOB uses to provide the Services expires, terminates or requires IMAGIMOB to change the way IMAGIMOB provides software or other technology as part of the Services, or (c) in order to comply with the law or requests of governmental entities.
13.4 Termination due to changes in the Agreement. If Customer does not accept changes to this Agreement as provided in section 15, Customer may terminate this Agreement by providing IMAGIMOB notice and closing Customer account for the Services for which IMAGIMOB provides an account closing mechanism. Furthermore, Customer shall be entitled to a Pro Rata Refund of any pre-paid fees. Customer loses its right to make a claim for any Pro Rata Refund, if such claim is not made within 30 days after Customer´s termination of this Agreement.
13.5 Effect of termination. Upon termination of this Agreement for whatever cause:
(A) IMAGIMOB may close Customer´s User Account(s) and Customer shall refrain from using such account(s);
(B) Customer shall immediately cease use of the Service; and
(C) Customer shall destroy all copies of the Licensed Materials in Customer´s control.
Upon IMAGIMOB´s request Customer shall, in a duly signed document, confirm that all such actions have been undertaken. Notwithstanding the above, the expiration or termination of the Agreement shall not affect the use of any Customer Device, provided agreed applicable fees as pertaining to such device has been paid. Customer may also retain copies of the Documentation as reasonably required to be able to provide maintenance and support of Customer Devices. Customer, thus, acknowledges and accepts that Customer cannot after termination of this Agreement use Output Data to make any additional Customer Device.
13.6 Survival. The Parties’ rights and obligations that by their nature are intended to continue to be in force shall survive the expiration or termination of the Agreement.
Customer shall comply with all laws and regulations related to export control, including but not limited to those of the U.S., the EU, and Sweden. In particular, Customer shall not export, re-export or transfer any of IMAGIMOB´s (a) information or software, or (b) technologies developed with or utilizing IMAGIMOB technology, in violation of any applicable laws or regulations of the countries named above or any other country or regulatory regime having jurisdiction over an export or re-export of such products, information, software or technologies.
IMAGIMOB reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material IMAGIMOB will provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at the sole discretion of IMAGIMOB. The modified terms will become effective upon posting or, if IMAGIMOB notifies Customer by email, as stated in the email message. By continuing to use the Services after the effective date of any modifications to this Agreement, Customer is, and agrees to be, bound by the modified terms. If Customer does not agree to new terms, Customer is no longer authorized to use the Services and should terminate the Agreement as provided in section 13.
16.1 Amendments. Amendments to this Agreement shall be made in writing and signed by authorised representatives of both Parties to be valid.
16.2 Entire Agreement. This Agreement is the entire agreement between Customer and IMAGIMOB regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between Customer and IMAGIMOB, whether written or verbal, regarding the subject matter of this Agreement.
16.3 Marketing and trademarks. Nothing in this License permits Customer to make use of IMAGIMOB´s trademarks, trade names, logos, unless explicitly so provided in trademark guidelines issued by IMAGIMOB, or to otherwise suggest endorsement or misrepresent the relationship between the Parties, and any rights not expressly granted herein are reserved.
16.4 Non-waiver. No failure or delay in exercising any right or remedy under this Agreement will operate as a waiver. No single or partial exercise of any such right or remedy will preclude any other further exercise thereof or of any other right or remedy under this Agreement.
16.5 Remedies. The available remedies and indemnification set out in this Agreement shall be the sole and exclusive remedies available to Customer, unless otherwise explicitly set out in this Agreement or as mandatory under applicable law.
16.6 Severability. If any portion of this Agreement is held to be unenforceable or invalid, the remainder of the provisions shall remain in full force and effect.
17.1 This Agreement and any dispute, controversy or claim arising out of or in connection with this Agreement shall be governed by and construed under the laws of Sweden without reference to its conflicts of law principles.
17.2 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 SCC Arbitration Institute (the “SCC”) (Stockholm, Sweden).
17.3 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 Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.
17.4 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, the fact that arbitration has been initiated, 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, in any form, be disclosed to a third party without the written consent of all Parties hereto. Notwithstanding the foregoing, a Party shall not be prevented from disclosing such information in order to secure its interests against the other Party in connection with a dispute or if required to do so by law, any applicable stock exchange regulations or the regulations of any other recognised marketplace.
18.1 Capitalised terms used in this Agreement shall have the meaning ascribed to them below. Additional terms may be defined in the context of certain provisions of this Agreement as well as in documents incorporated by reference. A reference to a singular includes a reference to the plural and vice versa.
18.1.1 “Account Information” means: (a) User Account, e-mail address, log-in credentials, contact details, payment and billing information; and (b) data and data elements (other than Input Data) collected by the Services, including IMAGIMOB computer environment, regarding configurations, ICT environments, usage, performance, vulnerabilities and security, that may be used to generate logs, statistics and reports regarding performance, availability, integrity and security of the Services.
18.1.2 “Agreement” means this IMAGIMOB Studio SaaS Agreement document entered into between IMAGIMOB and Customer regarding the Services, including any other documents attached or incorporated by reference hereto or referred to herein.
18.1.3 "Customer Device” means any device (other than the computer upon which Customer has installed the IMAGIMOB Studio Desktop Client), such as but not limited to microcontrollers, onto which Customer installs Output Data (such as a machine learning model, or similar, developed, acquired, or trained, through utilisation of the Services).
18.1.4 “Free Services” means the Services or any part thereof IMAGIMOB that IMAGIMOB provides to Customer without requirement of payment from Customer.
18.1.5 IMAGIMOB Confidential Information” means any and all information, including as pertaining to any information of subcontractors, whether disclosed in writing, orally, electronically or by any other means by IMAGIMOB or through the Services, that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. IMAGIMOB Confidential Information includes: (a) non-public information relating to technology of and in the Services, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that IMAGIMOB are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between Customer and IMAGIMOB including on prices. IMAGIMOB Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown to have been known to Customer at the time of IMAGIMOB´s receipt from IMAGIMOB; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown to have been independently developed by Customer without reference to the IMAGIMOB Confidential Information
18.1.6 “Documentation” means any technical specifications, user manuals, operating manuals, process definitions and procedures, and all such other documentation as may be made available by IMAGIMOB to Customer in relation to the IMAGIMOB Services.
18.1.7 “Input Data” any input to the Services by Customer not amounting to Account Information.
18.1.8 “Intellectual Property Rights” means any patent, design rights, copyright (including such rights to software), neighbouring rights (including database rights), right to trademark, right to trade name, right to domain name, right to trade secrets, rights following from law on unfair competition or marketing such as passing off or rights to prohibit misleading imitations or business reputation, and any other right of similar kind, which subsists or will subsist now or in the future in any part of the world, whether registered or not, and whether or not possible to register, and any registration of such rights (together with all extensions and renewals) and applications and rights to apply for such registration.
18.1.9 “Licensed Materials” means the Services, the IMAGIMOB Studio Desktop Client Documentation and any other items, materials, or deliverables that IMAGIMOB provides, or is obligated to provide, as part of either a Subscription or Free Services including Output Data.
18.1.10 “Output Data” means any data sets or other representations of data generated and returned by the Services to Customer based on Input Data, such as but not necessarily limited to trained AI models, whether or not installed on a Customer Device.
18.1.11 “Pro Rata Refund” means a refund for the portion of any pre-paid fees that will not be provided or consumed as of the date that Customer becomes entitled to such refund, calculated (i) for any subscription-based fees, based on the number of whole months that remain on the portion of the term to which the pre-paid fees applied, and (ii) for any other fixed fees, based on the amount that can be reasonably attributed to the portion of the Services that was pre-paid but not delivered.
18.1.12 “Services” means as determined in section 2.1.
18.1.13 “Subscription” means a subscription for a specific use capacity or similar as determined by IMAGIMOB as such, purchased by Customer for the provision of the Services.
18.1.14 “Territory” means all countries globally.
18.1.15 “User Account” means as determined in section 6.4