Terms of Service
These are QRatify’s terms of service and they apply to Users once You (see definitions below) register and open an account through our website and, consequently, enter into an agreement with QRatify AB (559334-9813).
1. Definitions
| Account | means the account that you register and open on the Platform to access and use the Service; |
| Agreement | means the agreement You enter with QRatify when you register and open an Account and to which these Terms and DPA are applicable; |
| Confidential Information | means any information, however conveyed or presented, that relates to the business, operations, processes, pricing, strategies, developments, trade secrets or know-how of the disclosing party which is clearly designated by the disclosing party as being confidential (whether or not it is marked ‘confidential’) or which ought reasonably be considered to be confidential; |
| DPA | means the data processing agreement which forms an integral part of this Agreement; |
| Platform | means the proprietary software of QRatify that is available as a software-as-a-service via the internet, that is subject to these Terms, that a User accesses through an Account and to which You may connect Cloud Services when purchasing a Service Offerings within the Platform with QTokens; |
| Service Offering | means a set of capabilities and functions, offered on the Platform, that QRatify might provide within the Service. A Service Offering normally connects to one or multiple Cloud Services. A Service Offering may be offered in different variants, with different characteristics, functions, and capabilities, where price, capacity, levels of consumption, and so on, will vary. Also, the joint selection of the different Service Offerings offered by QRatify may vary; |
| QTokens | means the digital currency used to purchase Service Offerings and make payments within the Platform. QTokens are a prerequisite to purchase a Service Offering within the Platform and consequently, to use the entire Service; |
| Resource | means the space within the Platform where the output of a certain Service Offering is accessible, and that enables the Users to benefit from and make use of the Service; |
| Service | as defined in clause 2; |
| Software | means any and all proprietary software(s) of QRatify, current and future, besides the Platform, and used to deliver the Service; |
| Terms | means this document that forms an integral part of the Agreement unless otherwise is expressly stated; |
| Cloud Services | means any and all cloud services You have contracted, including those provided by a third party, and wish to connect to the Platform by purchasing a Service Offering; |
| User | means You as a user of the Service and any other user that have been authorized by You; |
| You | means the legal entity who enters into a contract with QRatify by the registration and opening of an account through the QRatify website; |
| Your Data | means any data, information, or material originated by You that You transmit through the Service and Your Account. |
2. The Service
QRatify provides its Users with a functionality and service that enables You to connect Your existing Cloud Services to the Platform and, through the Platform, achieve a greater value from the Cloud Services due to the Platform’s ability to e.g. gather, connect and synchronize data between different Cloud Services (the “Service”).
To make use of the functionality offered through the Platform, You purchase the Service Offering corresponding to Your Cloud Service(s) and/or need with the QTokens available on Your Account. Once purchased, you may access and manage the purchased Service Offering(s) in the corresponding Resource through Your Account.
3. Grant of access to the Platform
Once an Account is opened and you’ve entered the Agreement, QRatify grants You a non-exclusive, non-transferable and non-sublicensable right to access and use the Platform in accordance with the Terms, any applicable policy regarding fair use, as presented on the Platform from time to time during the term of the Agreement.
4. Use of the Service
You agree to ensure that Users use the Service in accordance with the Terms and do not use the Service in any way that causes, or may cause, damage to the Service or impairment of the availability or accessibility of the Service. You and the Users shall only use the Service for lawful purposes; and (ii) in accordance with these Terms and any policy regarding fair use applicable for the Service at any given time.
You are responsible for the use of the Service by Users and for the Users’ compliance with the Agreement. You shall take reasonable steps to prevent unauthorized access to the Service, including, but without limitation, by protecting its passwords and other log-in information. Customer shall not provide passwords or other login information to any third party other than Users. You undertake to inform QRatify of any unauthorized activities, or loss of login credentials, connected to the Account or the Users.
You must not promote, distribute or execute by means of the Service, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer. You may not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Service.
5. Price
The price (expressed in QTokens) and other specific conditions of a Service Offering are stated on the Platform and is to be paid in QTokens and in accordance with what is stated by QRatify at any given time.
6. Charges and payments
You purchase QTokens by choosing from the available options offered on the Platform. QTokens are needed to initiate or continue the use of the Service. The price of QTokens is according to what is stated on the Platform at the time of purchase and the payment shall be made in accordance with the stated payment terms.
7. Over-consumption
QRatify automatically verifies the actual consumption of Your Service Offering(s) and may retroactively charge You for any consumption beyond what’s included in the purchased Service Offering.
Your payment for such over-consumption is made by QRatify charging You the corresponding amount of QTokens from Your Account. In case this charge results in a negative balance of QTokens on Your Account, the negative balance must be reset to a neutral or positive balance within 10 days from the notification of the negative balance sent by QRatify to You or the assigned contact person. The reset is simply made by purchasing additional QTokens within the Platform.
8. Availability, updates and changes
QRatify does not guarantee uninterrupted, secure, or error-free operation of the Service. The Service is provided “as is” without warranties of any kind, whether expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or course of performance.
To be able to continuously improve and develop the Service, QRatify reserves the right to modify, suspend, and/or discontinue properties of the Service, such as certain Service Offerings, at any time without liability and without obtaining Your consent. All new functionalities, features, Service Offerings or services introduced to the Service will be subject to these Terms and the Agreement. QRatify will use its best efforts to keep the Service operational and fully functional during updates. However, QRatify reserves the right to temporarily make the Service unavailable to Users in order to make updates and amendments to the Service.
QRatify may unilaterally decide to discontinue a certain Service Offering, whereby You will receive a notice six month before the discontinuance enters into force. However, if such discontinuance is due to circumstances beyond QRatify’s control (to be determined at the sole discretion of QRatify), You will instead be notified without undue delay and as soon as possible.
9. Support
QRatify’s support is available 8.30-16.00 (CET) during workdays, except for Swedish public holidays, and QRatify’s aim is to attend any support matter during the following workday from receival.
For the avoidance of doubt, QRatify has no control over third party Cloud Services, its availability and functionality. Consequently, QRatify will not provide any support in relation to third party Cloud Services.
10. Your Data
You retain ownership of Your Data, including Your Data from your Accounts with Cloud Services that passes through the Service.
By transmitting Your Data through the Service, you hereby grant QRatify a worldwide, non-exclusive, and limited right to access, use, process, copy, store, distribute, perform, transmit, export, and display Your Data and to access your Account, as reasonably necessary: (i) to provide, maintain, operate, and update the Service and to provide technical support for the Service; (ii) to prevent or address service, security, support, or technical issues; or (iii) as required by law.
11. Limited access to the Service
QRatify may, to the extent reasonable in relation to the circumstances, suspend the provision of the Service if:
- any charges or payments to be paid by You to QRatify is overdue, and QRatify has given You at least ten (10) days' written notice, following the charge or payment becoming overdue, of its intention to suspend the Service on this basis;
- if the QRatify has reason to suspect that Your or the Users’ use of the Service implies a risk of more than minor damage to QRatify, such as if QRatify has reason to suspect that a User uses the Service for other purposes than agreed, or if unauthorized persons have gained access to the Service.
You shall without undue delay be informed about any limitation or suspension of the access to the Service.
12. Restrictions
You shall not, without the prior written consent of the QRatify, directly or indirectly:
- disassemble, decompile, decrypt, reverse engineer or use any other means to attempt to discover any source code, underlying ideas, techniques or algorithms in the Service (except and only to the extent these restrictions are expressly prohibited by applicable statutory law) or make any changes to the Service; nor
- use the Platform, the Service, the Software or any Confidential Information of QRatify to create any service, software or documentation that performs substantially the same functionality as the Service, nor copy design, logic or analytics of the Service;
Your obligations under this clause shall survive, without limitation in time, the expiration or termination of the Agreement.
13. No transfer
Except for the specific rights expressly granted under these Terms, the Terms shall not render any transfer of any intellectual property rights, or any other rights QRatify holds or obtains, to You. For example, the grant of access in accordance with clause 3 does not include the Software what so ever.
QRatify will be and remain the sole owner of all intellectual property rights and other rights, and intellectual performances (such as, but not limited to, source code, documentation and graphic material) that QRatify, alone or together with You or others, develops in connection with Your Account (e.g. in connection with modifications or special adjustments of the Service to meet Your specific needs).
For the avoidance of doubt, intellectual property rights that You hold prior to entering into the Agreement, or rights that You develop or acquire by yourself during the term of the Agreement, shall remain your property. However, QRatify shall be entitled to use Your intellectual property rights to the extent required to provide the Service under the Agreement.
14. Personal data
You are responsible for ensuring that the Personal Data that You enter into the Cloud Services complies with applicable laws. QRatify’s use of Personal Data within the Service is regulated in the DPA.
15. Liability
Unless otherwise agreed, the parties’ liability to each other shall be limited to direct damages caused by or arising out of gross negligence and/or willful breach of the Agreement.
Notwithstanding the above You will indemnify and hold QRatify harmless against any claims from a third party with regard to breaches relating to Your Data.
If QRatify is found to be liable to You for any damage or loss which arises out of or is in any way connected to the use of the Service, QRatify’s liability shall be limited to an amount corresponding to the latest twelve (12) months’ worth of payments paid to QRatify by You, however with a maximum of 250 000 SEK. Such claims must be presented to QRatify in writing within ninety (90) days from when such damage or loss was, or should reasonably have been, discovered.
16. Confidentiality
Except to the extent disclosure is expressly permitted under this Agreement, each party undertakes to keep confidential, not disclose the other party’s Confidential Information to any third party unless (i) the receiving party obtains the prior written consent of the disclosing party, or (ii) such disclosure is required by applicable laws or a court order.
Confidential Information shall not include any information which the receiving party (i) can show is or becomes generally available or otherwise public through no wrongful act of the receiving Party, (ii) can show was in its possession before receiving it from the disclosing party, (iii) rightfully received from a third party without obligation of confidentiality; or (iv) has developed independently without using material or information received from the disclosing party.
This clause shall apply during the term of this Agreement for a period of five (5) years thereafter. Each Party shall be responsible for the observance and proper performance by all of its employees, officers, advisers, agents or representatives of this clause.
17. Force Majeure
If a party is prevented from fulfilling its obligations under the Agreement due to circumstances such as thunderstorms, fire, strike, war, mobilization or military recall of greater extent, requisition, seizure, act of public authority and riots, as well as errors or delays in services or products from subcontractors due to the circumstances stated herein, shall constitute ground for exemption which result in postponing of date of performance and exemption from any damages and other penalties. Where the performance of the Agreement is prevented for a longer period than two (2) months due to such circumstance, each party has the right to terminate the Agreement in writing with immediate effect, without liability of any kind.
18. Term and cancellation
The Agreement comes into force upon the registration of the Account and continues in force until terminated by either party.
You may terminate the Agreement at any time with thirty (30) day’s prior written notice. If You terminate the Agreement, there will be no refund of amounts already paid to QRatify.
QRatify has the right to, at any time, terminate the Agreement with thirty (30) day’s prior written notice. QRatify also has the right to terminate the Agreement immediately by giving written notice of termination to You if You or any User commits a material breach of the Agreement.
No breach of any provision of the Agreement shall be waived except with the express written consent of the party not in breach. Any license or right granted to You under the Agreement will immediately cease upon termination of the Agreement.
19. Governing law and dispute resolution
This Agreement shall be governed by the substantive law of Sweden. Any dispute, controversy or claim arising out of or in connection with your use of the Service, or with the Agreement, or the breach, termination or invalidity thereof, shall be settled by public Swedish courts, with Gothenburg District Court as first instance.