Service Delivery. The Service is provided on a subscription basis for a set term designated on the Order Form (each, a “Subscription Term”). You will purchase and we will provide the specific Services as specified in the applicable Order Form. Trackado undertakes to deliver the Service in accordance with this Agreement in a professional manner, exercising the care which can be expected of a reputable supplier in the industry. 

Updates and Changes. Trackado shall update, change, upgrade, and launch new versions of the Service in accordance with what Trackado considers appropriate to maintain overall quality and functionality during your subscription term. Therefore, You accept that the Service may change over time without prior notice to the You. Trackado may, even if it would cause some inconvenience to the You, introduce updates in the Service to protect it and for other security reasons. We will make reasonable efforts to keep the Website and Service operational and fully functional during changes. 
Trackado shall notify You about significant changes or additions affecting the use of the Service to a large extent with 30 days’ notice. If You should not accept any such significant changes, You may terminate the Agreement in accordance with the termination provisions. Some features may be offered as optional add-on modules at an additional cost and additional terms. No such features are invoiced without Your approval.

Subcontractors. Trackado may use subcontractors in the provision of the Services. Trackado is responsible for the Services performed by subcontractors as if they were delivered by Trackado itself. The use of subcontractors processing personal data is further governed in the Data Processing Addendum. 

Support. During the Subscription Term of the Service, we will provide end user support via the in-app communication modules and email.  

Sign-Up. To use our Service, You must register for an account through the Order Form. If signing up on behalf of a legal entity You warrant that You have the legal capacity to enter into these Terms on behalf of this legal entity. 
You agree that You provide us with accurate and complete information during this process and to update Your account information if details should change. You may not sign up if You are under the age of 18. 

Authorized User. The User signing up for the Service shall be considered authorized to add new Users, manage Your account, upload, draft, comment, revise, send and sign Content, as well as approve new features and their pricing on behalf of You. Additional authorized Users can be added and removed in the “Settings” menu of the application.

Trial Period. Upon your initial registration through the Order Form, You are granted a temporary limited Account for the Service. You will not receive the full functionality of our Service until You convert to a full and active Account. 
Your Account is provided to you “as is” and “as available” and Trackado does not warrant any specific uptime or availability of the Services. You are subject to the rules that apply in these Terms, with the exception of the rules (5) Fees, (15) Intellectual property rights infringements, (16) Warranties and Defects, (17) Disclaimer, and (18) Limitations of Liability.

Active Account. During or after the trial period you can convert your Account into a full Account with an active subscription. By initiating the conversion through the Order Form and continuing to use the service after the trial period, you acknowledge and agree to the conversion and the corresponding terms.

Your Responsibility. You agree that You will be entirely responsible for any and all access or Your use of the Website and Service under Your Account(s) and that You are liable for all actions and activities conducted under Your designated Account(s).
You are responsible for protecting Your Users’ personal passwords and warrant to treat them as sensitive and confidential information. We further advice You to use personal passwords with sufficient password strength and to change the personal passwords at regular intervals to prevent unauthorized access.

Unauthorized access. You agree to not allow any other person to use Your Account(s) to access the Service and to not use any other person’s account to access the Service. You agree to notify us in writing immediately if You become aware of any unauthorized use of Your Account(s), or breach of Your Account information or password.
We shall not be held responsible for unauthorized access to Your Account(s) and we will not be liable for any damage or loss that You may incur as a result of someone else using Your username or password, either with or without Your knowledge and You shall indemnify us for any such damages and liability.

Account Suspension. We reserve the right to temporarily block, suspend or terminate any Account(s) if activities occur which constitute or may constitute a violation of these Terms or of any applicable local or international laws, rules or regulations.

5. Subscriptions, Fees and Payment Terms

Subscription Term. The Subscription Start Date and the Subscription Term (e.g. monthly, yearly or similar) are set forth in the Order Form.

Effective Date. This Agreement is effective as of the Effective Date and expires on the date of the last to expire Subscription Term under any Order Form, unless earlier terminated as set forth herein.

Renewal and Termination. Your subscription will automatically renew by the same term as your initial Subscription Term, e.g. month-to month, year-to-year, the “renewal term”, unless terminated by You prior to the end of the then current term.

We reserve the right to terminate or suspend any free tier account that has not been actively used for an extended period. For the purposes of this provision, “inactivity” is defined as a lack of account login or usage for a continuous period of 12 months. We will attempt to notify you via the email associated with your account prior to termination. Upon termination due to inactivity, any data associated with the account may be deleted permanently in accordance with our retention policy.

While we do not anticipate using this right except in exceptional circumstances, we reserve the right to terminate your subscription for convenience by providing at least six (6) months’ advance written notice. For month-to-month subscriptions, this termination will be effective six (6) months from the date notice is provided. For annual or other term-based subscriptions, termination will be effective as of the end of the then-current subscription term, provided notice is given at least six (6) months prior to the end of that term.

How to cancel your account. You may cancel Your subscription at any time in the “Settings” menu of the application or by giving written notice prior to expiration of the then initial subscription term or then-current renewal term. The effective termination date will be the last day of the then-current term. We do not provide refunds if you decide to cancel or stop using the Service during your Subscription Term.

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 of this Agreement if such breach remains uncured at the expiration of such period, or (ii) 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.

Survival. Rights and obligations under these Terms which by their nature are intended to survive termination, including without limitation the indemnification and limitations provisions, will remain in full effect after termination or expiration of these Terms.

7. Limited Licenses

Subject to the fulfilment of these Terms, Trackado grants You and your Users a limited, revocable, worldwide, terminable, non-exclusive, non-transferable and non-assignable limited license to access and use the Website and Service during this Agreement solely for Your internal use. 

You agree not to resell the Service. You may not transfer, lease, sub-license, modify, reverse engineer, decompile or disassemble the Website and Service. You have 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.

You may not copy, adapt, alter, modify, translate, or create derivative works of the Website or Service without written authorization from Trackado. You may not use the Website or Service for illegal purposes or for the transmission of information that is unlawful, libelous, abusive, obscene or that infringes the rights or intellectual property of others. You may not permit other individuals to use the Service, including but not limited to shared use via a network connection, except under the terms of these Terms. You may not rent, lease, loan, sublicense, distribute, or otherwise transfer rights to the Service. You may not circumvent or disable any technological features or measures in the Website or Service for the protection of intellectual property rights. You may not use the Site or Service in an attempt to, or in conjunction with any device, program or service designed to circumvent technological measures employed to control access to, or the rights in, a content file or other work protected by the copyright laws of any jurisdiction. 

Any such forbidden use shall immediately terminate Your license to the Website and Service.

8. Content

The Service includes functionality for adding, uploading, posting, linking and communicating information and otherwise making Content available to Users. As such User, You are at all times responsible for all distribution or other actions under Your designated Account(s).

By adding Content to the Service You warrant that You are either the owner of the uploaded Content or that You hold a valid license to such Content from the appropriate rights holder and that the Content or Your use of the Content is in no way a violation of any national or international legislation. We will not supervise whether any Content is lawfully uploaded or distributed through the Service.

By adding Content to the Service You are aware that, depending on the settings of Your Account(s), such Content might be shared with other Users under your subscription.

Trackado shall take daily back-ups of the Content to be able to restore the Service to the condition it was in before the backup was created. Trackado shall keep back-ups for at least thirty (30) days, unless deleted according to the terms of the Data Processing Addendum.

Trackado does not take any responsibility regarding the quality, validity, legality of Content provided by You or any other user.

By using the Website and Service, You acknowledge that You may collect information which is considered as being personal information and/or personal information which is defined as being sensitive, under the applicable laws. You acknowledge that You shall be solely and exclusively responsible to provide all the necessary controls as well as obtaining any consent, which You might be legally obliged to obtain.

9. Confidentiality

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.

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.

The term of confidentiality does not limit the obligation to keep trade secrets confidential.

10. Code of conduct

The Website and Service may be used for lawful purposes only. You agree that You may not use the Website or Service to post, transmit or otherwise distribute illegal material.

By this, You agree to:

1. NOT defame, abuse, harass, threaten or otherwise violate the legal rights of others or of any third party, including us.
2. NOT in any matter publish, post or in any other way distribute – any material or information that is inappropriate, defamatory, infringing, obscene, pornographic, racist, terrorist, poetically slanted, indecent or unlawful.
3. NOT contribute to destructive activities such as dissemination of viruses, spam or any other activity that might harm the Website or Service, its Users or us in any way.

We advise You to use the Website and Service carefully and to keep in mind that legal documents distributed by You or other Users might be subject to non-disclosure provisions and/or contain trade secrets or other sensitive information.

11. Compliance with Laws

You and Your Users will use the Service and Website in full compliance with all applicable laws and regulations with regard to Your use of this Website and the Service. No User shall be in violation of any statute, law order, decree, regulation, license or authorization.

12. Assumption of Risk

You use the Internet solely at Your own risk and subject to all applicable local, state, national, and international laws and regulations. While Trackado has endeavored to create a secure and reliable Website and Service, Trackado is not responsible for the security of any information outside of its control. We shall have no liability for interruptions or omissions in internet, network or hosting services. You assume the sole and complete risk of using the Website or Service.

13. Intellectual Property and Proprietary Rights

Trackado and/or Trackado’s licensors own all rights, including intellectual property rights, to the Website and the Services, including but not limited to patents, copyright, trademarks and any design elements. Nothing in the design of the Services or the correspondence between You and Trackado shall be construed as a transfer to You of such rights. Even if the Services are modified after input and suggestions from You, You have no right to such modifications, and they shall automatically be assigned to Trackado which may use them freely without any obligation to compensate You.

In the course of performing the Services, Trackado will have access to Your Content And the Customer hereby gives Trackado 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.

14. Data Ownership and Use

All rights and interests in the Your Content, including Personal Data and Intellectual Property Rights, remain the Your exclusive property. Trackado may not use or copy the Content unless this is expressly permitted under the Agreement. Trackado may not provide access to the Content 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.

Customer Data: The Customer retains ownership of all data that identifies the Customer and its users, generated through the use of the Service (“Usage Data”).

Trackado Data: Trackado owns all rights to operational data related to the performance and use of the Service, including anonymized and aggregated Usage Data (“System Data”). Trackado may use anonymized Usage Data for analysis, improvement, and further development of the Service, in compliance with applicable data protection laws.

15. Intellectual Property Rights Infringements

Trackado undertakes to indemnify You from claims that Your use of the Services in accordance with this Agreement, in Sweden and other countries agreed upon in writing, violates a third party’s intellectual property rights.

Trackado’s responsibilities under this paragraph only apply on the condition that: (i) You promptly notifies Trackado regarding claims directed towards You; (ii) Trackado is given the exclusive right to decide how the process is conducted; and (iii) You comply with Trackado’s instructions and provides Trackado with reasonable assistance requested by Trackado.

If an infringement of third party intellectual property rights has occurred, Trackado shall, at its own discretion: (i) ensure Your 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 without liability, and after deduction, to Your reasonable benefit, reimburse Your paid fee for the Services without interest.

This section constitutes the sole responsibility that Trackado has towards You in terms of infringement of third-party intellectual property rights.

16. Warranties and Defects

Authority. Each party warrants that it has the authority and legal power to enter into this Agreement. 

Limited warranty. We warrant the Service will, in all material respects, conform to the specifications set forth in the Agreement and Trackado’s security standards. 
Unless otherwise agreed, Trackado does not warrant that the functions within the Service will meet the User’s requirements or expectations or that the operation of the Services will not be error-free or interrupted. Trackado will not be responsible for issues caused by changes made in the operating characteristics of computer hardware or operating systems made after the release of the Service or for issues in the interaction between the Service and non-Supplier software. 

Liability for defects. A defect or shortcoming is considered to exist if the Services significantly deviate from the technical specifications as described on the Trackado’s website from time to time. The Supplier will remedy such defects or shortcomings upon receiving a claim from the User, which must include detailed information on how the issue has manifested. The cost of addressing these defects or shortcomings will be borne by Trackado, except in the following cases: a) use contrary to Trackado’s instructions or the Services’ documentation, b) modifications made by the User, c) documents, data, or other information provided by the User, or d) hardware, software, or other equipment not supplied by the Supplier.

You warrant us that

1. You use the Service in accordance with the General Data Protection Regulation (GDPR, EU 2016/679) if you are located in the European Union or European Economic Area (EEA) or use our Service to process data from data subjects who are resident in the European Union or the EEA.
2. You are not located in a United Nations Security Council sanctioned country and are not on a sanctioned persons list.
3. You will not purchase the Service using funds sourced from a sanctioned country.