Master subscription agreement

This Master Subscription Agreement (the “Agreement”) governs the obligations and rights of the Customer and Leadsius AB (hereinafter referred to as “Leadsius”). The signatory to this Agreement is hereby admonished that he/she is responsible for ensuring that authorization exists to bind the Customer through such execution.

1. Definitions

1.1 “Customer” means the individual or the legal entity who activates Services provided by Leadsius and assumes payment responsibility for the same vis-à-vis Leadsius.

1.2 “User(s)” means the individuals who, following an invitation from the Customer, gain access to the Services.

1.3 “Services” means the specific version of the web services, associated software, and other services related thereto provided to the Customer by Leadsius in accordance with this Agreement. The Services are offered as several subscription types including Free, Premium and Custom, with the characteristics and features as described at www.leadsius.com from time to time. In addition, the Services may include additional services and add-ons as agreed between the Customer and Leadsius on a Subscription or case-by-case basis.

1.4 “User Seat(s)” means the subscribed number of Users under a Subscription, if applicable.

1.5 “Subscription” means the terms governing among other things the type of Subscription, Subscription term, billing frequency, the number of User Seats, the number of Contacts, applicable fees, etc.

1.6 “Contacts” means the subscribed maximum number of contacts under a Subscription.

1.7 “Order Form(s)” means the initial order form and/or order confirmation and any subsequent order forms and/ or order confirmations evidencing among other things the type of Subscription, Subscription term, the number of Contacts, applicable fees, etc. Each such Order Form shall form an integral part of this Agreement. In the event of conflict between the terms of an Order Form and the terms of this Agreement, the terms of the Order Form shall prevail.

1.8 “Initial Term” means the initial period during which the Customer subscribes to the Services.

1.9 “Renewal Term(s)” means successive renewal periods during which the Customer subscribes to the Services.

1.10 “Free Service” means a Subscription or Service, which is provided free of charge or which is under development or evaluation and is marked “free”, “demo”, “trial”, “beta” or “evaluation” (or a similar designation).

1.11 “Content” means all visual, written or audible data, information or material including, without limitation: contact data, mailing lists, web pages, email templates, documents, images, text messages, form entries, and similar material, which are uploaded to, transferred through, publicly posted, disseminated by email, processed or entered into the Services by the Customer or the Users.

1.12 “Web Site” means Leadsius’s web site at www.leadsius.com.

1.13 “Terms of Service” means the terms and conditions, available at the Web Site, to which all Users agree by completing the user registration form (creating a user account).

2. Services, license grant, restrictions

2.1 Subject to the terms and conditions of this Agreement, Leadsius hereby grants to the Customer a non-transferable, non-exclusive, non-sublicensable limited term right and license for the Customer and Users to access and use the Services.

2.2 Leadsius reserves the right to effect modifications to the design, operational method, technical specifications, systems, and other functions, etc. of the Services, at any time without prior notice.

2.3 Leadsius undertakes to adopt reasonable measures in order to ensure that the Services are available over the Internet around the clock, seven days a week. Leadsius shall be entitled to take measures that affect the aforementioned accessibility where Leadsius deems such to be necessary for technical, maintenance, operational, or security reasons. The Customer is aware and acknowledges that the Customer’s access to the Internet cannot be guaranteed and that Leadsius shall not be liable for deficiencies in the Customer’s own Internet connections or equipment.

2.4 The Customer shall be entitled, with or without compensation from other Users, to provide them with access to the Customer’s Content and the Services provided by Leadsius. The Customer is aware and acknowledges that the Customer is liable for the Users to whom the Customer affords access to the Services.

2.5 The Customer shall be entitled to assign a Premium or Custom Subscription to a third party provided that written documentation is presented evidencing that the third party approves the assignment and that the new party accepts the terms and conditions of this Agreement. In the event the new party fails to fulfill its obligations to Leadsius pursuant to this Agreement, the Customer shall bear primary liability for the performance of such obligations.

2.6 Leadsius shall be entitled to retain subcontractors for the performance of obligations in accordance with this Agreement. Leadsius shall be liable for the subcontractors’ work and services in the same manner as for its own work and services.

3. Free services

3.1 Free Services are provided strictly “as is”. The Customer may use a Free Service in a manner consistent with the terms and conditions of this Agreement, but Leadsius may, at its discretion, disable certain features of a Free Service and enforce time limits on the Customer’s right to use the same. In light of the fact that a Free Service is provided free of charge, Leadsius disclaims all warranties, representations, and liabilities as set forth in this Agreement and Leadsius shall not be liable for any damages related to the Customer’s use of a Free Service.

4. Customer obligations

4.1 The Customer shall comply with the security and administrative regulations as notified in conjunction with registration, by e-mail, as made available on the Web Site, or in any other manner. The Customer shall also be responsible for notifying Users regarding such regulations.

4.2 The Customer shall ensure that all details provided regarding the Customer’s contact information, billing information and credit card information, where applicable, are correct and undertakes to update such information on a regular basis.

4.3 The Customer shall be responsible for the activities conducted by the Customer within the Services and shall ensure compliance with national laws in conjunction therewith. All Content uploaded to, transferred through, publicly posted, processed, disseminated by email, or entered into the Services by the Customer and/or Users shall be the sole responsibility of the Customer.

4.4 The Customer shall be responsible for monitoring its Content and shall be liable vis-à-vis Leadsius for ensuring that Content transferred to or handled within the Services which is processed by the Customer and/or Users does not infringe any third party rights nor in any other manner violates governing legislation, and that the Customer and Users possess such necessary licenses from third parties as may be required in order to process the Content/use the Services.

4.5 The Customer shall ensure that all email lists contained and sent to using the Services are permission-based subscriptions. The Customer is not allowed to use the Services for sending unsolicited email (“spam”). Without prejudice to any other rights, Leadsius may terminate the Services with immediate effect if the Customer fails to comply with these requirements.

4.5 The Customer undertakes to use the Services in such a manner that such use does not prevent or disrupt other computer communications or mobile telephone communications or prevent or disrupt the equipment employed in order to provide and use the Services.

4.6 The Customer is aware of and acknowledges that it is not permitted use the Services in order to gain material in violation of law or material which in any manner contravenes generally accepted practices.

4.7 The Customer undertakes not to use the Services in order to obtain material which per se or if sent to another party might injure the reputation of a third party, or in any manner which may result in the infringement of any third party’s copyright, or which constitutes a dissemination of business secret, or may incite a third party to commit or participate in a crime, or may be understood as constituting a threat, or to use the Services in any other manner incompatible with the purpose thereof.

4.8 The Customer undertakes not to provide access to the Services to anyone else than Users who have completed the registration form and thereby agreed to the Terms of Service. User accounts cannot be shared or used by more than one individual User.

4.9 The Customer undertakes, as primary guarantor, to perform all of the Users’ obligations or to ensure that Users perform their obligations towards Leadsius. To the extent the Customer is unable to perform an obligation on behalf of a User or is unable to cause the User to perform the same, the Customer shall instead indemnify Leadsius insofar as Leadsius incurs any loss, provided that such loss is related to the non-performance by the User of its obligations to Leadsius.

4.10 Furthermore, the Customer shall indemnify Leadsius for claims brought against Leadsius by Users and/or third parties that are connected to Content processed by Users/the Customer within the Services or for which the User/Customer is otherwise responsible, unless Leadsius is liable for such claim in accordance with the provisions of section 11, “Limitation of Liability”, below.

4.11 The Customer is obligated to notify Leadsius regarding any suspected breach of these provisions.

5. Fees and payment terms

5.1 The Customer shall pay compensation for the Services in accordance with the fees applied by Leadsius from time to time.

5.2 All Services provided by Leadsius shall be debited to the Customer in advance for the subscribed number of User Seats (if applicable), number of Contacts, and the selected subscription period (monthly, quarterly, bi-annually or annually) as agreed between the parties. The Customer may upgrade a Subscription at any time with additional User Seats, additional Contacts, or additional services as provided. Such added services or add-ons shall be coterminous with pre-existing services.

5.3 Payment shall be made by the Customer against invoice or through use of a credit card approved by Leadsius. Payment must reach Leadsius in full within thirty (30) days of the issue date of the invoice or credit card charge. Penalty interest shall be payable according to law. Leadsius shall be entitled to charge a fee for any payment reminders and reserves the right to send the same via e-mail to an invoice reference provided by the Customer. The Customer shall be responsible for the reasonable costs incurred by Leadsius when collecting overdue fees.

5.4 The Customer undertakes to make payment of invoices, in the currency stated on the invoice, into the account stated on the invoice.

5.5 Leadsius may temporarily disable the Customer’s and the Users’ access to a Subscription or to the Services in the event the Customer has overdue payments in excess of twenty (20) days. In addition, Leadsius may terminate a Subscription, delete and destroy the Customer’s Content and to immediately terminate this Agreement in the event of overdue payments in excess of fifty (50) days.

5.6 In the event of early termination of a Subscription, the Services or the Agreement, the Customer shall not be entitled to a refund of any prepaid fees.

6. Ownership

6.1 Leadsius shall hold title to all intellectual property rights and technical solutions or, in the alternative, shall possess a sole right to use the same. Such intellectual property rights and technical solutions may only be used by the Customer in the manner stated in this Agreement. Under no circumstances shall the Customer or a third party acquire any intellectual property rights to the Services or to the software or technical solutions used in the Services, or to any trademark or any other business mark belonging to or used by Leadsius. Access to the Services is licensed, not sold.

6.2 All Content uploaded to, transferred through, publicly posted, disseminated by email, processed or entered into the Services by the Customer shall remain the sole property of the Customer or its respective legal owner. Leadsius shall have no liability for such Content.

7. Customer support, training

7.1 Leadsius provides customer support by e-mail and telephone regarding Customers’ enquiries in connection with use of the Services. Such support is provided on weekdays (excluding public holidays) during Leadsius’s ordinary office hours and to the reasonable extent decided upon in detail by Leadsius.

7.2 Enquiries and/or error notices must be submitted to Leadsius by creating a new ticket in the online support forum, or by e-mail or telephone in accordance with the contact information available on the Web Site.

7.3 If applicable, the parties shall mutually agree upon the time, date and location of training no later than twenty (20) days before the training shall take place. If not otherwise agreed, Leadsius shall be compensated by the Customer for direct costs incurred related to performing the training, such as traveling, allowance, etc. Leadsius shall have the right to assign the training to an acknowledged training partner at no additional cost to the Customer. Payment for training shall be made against invoice within thirty (30) days. It is the responsibility of the Customer to (a) to provide for a suitable location where the training can take place equipped with a computer connected to Internet and to a projector, and (b) to invite and make sure all relevant delegates will attend and to inform about the time, date, location and necessary preparations.

8. Personal data, privacy, disclosure

8.1 In order for the Customer to be able to use the Services, the Customer must provide certain data to Leadsius regarding the Customer’s representatives, including but not limited to full name, e-mail address, contact details and type of organization. Following receipt of such data, Leadsius will process the same using automatic data processing in order to enable Leadsius to administer and otherwise perform its obligations within the scope of the Services and to ensure that unauthorized persons do not gain access to the Services.

8.2 In addition, in order for the Customer to be able to use the Services, the Customer must also allow Leadsius to store and retrieve session information on the Customer’s representatives’ end terminal equipment, through the use of “cookies”. The purpose of such storage and retrieval of information is to enable the necessary login/logout procedures used in the Services and to ensure that unauthorized persons do not gain access to the Services.

8.3 According to the Personal Data Act (1998:204), Leadsius, if necessary, shall obtain the consent of the Users (i.e. the Customer’s representatives) to the processing of the relevant personal data by Leadsius. Leadsius is also obligated to provide information to the Users regarding the processing. The relevant provisions in this respect appear in the Terms of Service.

8.4 According to the Electronic Communications Act (2003:389), Leadsius, if necessary, shall obtain the consent of the Users (i.e. the Customer’s representatives) to the purpose of storage and retrieval of information on the Users’ end terminal equipment. The relevant provisions in this respect appear in the Terms of Service.

8.5 The Customer is aware of and acknowledges that Leadsius will obtain the consent of the Users (i.e. the Customer’s representatives) according to sections 8.1 – 8.4 above.

8.6 Leadsius shall adopt reasonable measures to protect the privacy of the Customer and its Users. Leadsius’s information gathering and dissemination practices are set forth in the Privacy Policy applicable from time to time, which is available on the Web Site.

8.7 The Customer agrees that Leadsius may disclose the fact that the Customer is a paying customer of Leadsius. In relation thereto, the Customer agrees that Leadsius may use the Customer’s name and logo to identify the Customer as a customer of Leadsius on the Web Site, and as part of a general list of Leadsius’s customers for use and reference in Leadsius’s promotional and marketing literature.

9. Security, passwords, etc.

9.1 Leadsius shall not be responsible for loss or distortion of Content forwarded electronically in or through the Services where such is not due to the negligence or intentional acts of Leadsius.

9.2 The Customer shall ensure that User identities, passwords, and equivalent obtained by the Customer in conjunction with registration are stored and used in a secure manner and cannot be accessed and thereby used by third parties. The Customer shall be liable for any unauthorized use of the Services. Leadsius shall have no liability for any loss or damage arising from the Customer’s failure to comply with these requirements.

9.3 Where it is suspected that any unauthorized person has become aware of a user identity and/or password, the Customer shall immediately inform Leadsius thereof.

9.4 The Customer shall be liable for losses or damage incurred by Leadsius where the Customer intentionally or negligently reveals a user identity/password to a third party or where a user identity and password otherwise become known to an unauthorized party, unless the Customer notifies Leadsius immediately upon suspicion that such has occurred.

9.5 After Leadsius has been notified of a suspicion that an unauthorized person has become aware of a user identity/password, the Customer shall be liable for Leadsius’s acts or omissions only where the Customer has acted with intent or gross negligence.

9.6 Leadsius shall adopt reasonable measures to ensure that the security of the Services meet relevant industry standards.

10. Limited warranty

10.1 Leadsius warrants to the Customer that the Services will perform substantially and materially in accordance with its documentation available on the Web Site, under normal use and circumstances, and for the purpose intended. This warrant does not apply to Free Services.

10.2 Except for the express warranties set forth above and to the extent permitted by law, Leadsius expressly disclaims all other warranties with respect to the Services, whether express or implied, including without limitation, fitness for a particular purpose, accuracy or reliability of results from use of the Services, that the Services will meet specific requirements, that the Services will be uninterrupted, completely secure, free of software errors, or that defects and deficiencies in the Services will be corrected.

11. Limitation of liability

11.1 Subject to the limitations set forth in this Agreement, Leadsius shall be liable for losses resulting from Leadsius’s negligence.

11.2 In the event of major defects that seriously impede the Customer’s use of the Services and that are attributable to Leadsius, Leadsius undertakes to act to rectify such defect without unreasonable delay. In the absence of intent or gross negligence by Leadsius, Leadsius otherwise assumes no responsibility for defects or deficiencies in the Services. Error notification must be given by the Customer in accordance with the instructions announced by Leadsius from time to time and within a reasonable time of the discovery of the defect.

11.3 The Customer shall not be entitled to a reduction in payment, or to damages or other sanctions in the event of operational disruption or errors that impede data traffic that are not due to negligence by Leadsius.

11.4 Leadsius’s liability under this agreement shall be limited as follows. Leadsius’s total liability in damages shall be limited to direct losses in an amount corresponding to the agreed fees paid by the Customer for the Services during the period of six (6) months immediately prior to the breach of contract that entitles the Customer to damages.

11.5 In the absence of intent or gross negligence by Leadsius, under no circumstances shall Leadsius be liable for indirect losses, loss of profits or anticipated savings, loss of revenue, loss of data, or third party claims.

11.6 The Customer may claim sanctions in accordance with the above only where the Customer provides Leadsius with notice thereof not later than forty five (45) calendar days after the Customer knew, or should have been aware, of the grounds for the claim.

12. Force majeure

12.1 A party shall be released from liability in damages and other sanctions where the performance of a specific obligation is prevented or rendered onerous due to circumstances beyond a party’s control and which could not reasonably have been foreseen. Such force majeure events include, inter alia, labor conflicts, lightning, fire, decisions of public authorities or other public regulations, errors in another operator’s network, delays in services from subcontractors due to events as stated above, general scarcity of transport, goods, or energy, or other similar circumstances.

12.2 Where a party’s performance is prevented for a period in excess of three (3) months due to an event as stated above, either party shall be entitled to terminate the Agreement in writing without any obligation to pay compensation.

13. Confidentiality, etc.

13.1 Leadsius undertakes not to disclose to any third party, or otherwise make available, information received by Leadsius from the Customer or Users within the scope of the Agreement. This confidentiality obligation shall not apply to such information as Leadsius can demonstrate became known to Leadsius other than pursuant to this Agreement or which is in the public domain. Nor shall the duty of confidentiality apply where a party is obligated to provide information pursuant to legal provisions, public authority regulations or court orders. The duty of confidentiality shall remain in force notwithstanding the termination of the Agreement.

13.2 Leadsius shall be entitled to review Content which is publicly posted through the Services’ web publication features. Leadsius also reserves the right to analyze usage patterns in an aggregated form.

13.3 Except for Content mentioned above and other than pursuant to the Customer’s instructions, legal provisions, public authority regulations or court orders, Leadsius shall not be entitled to review Content processed by the Customer via the Services.

14. Amendments

14.1 Leadsius reserves the right to amend the terms and conditions of this Agreement including, but not limited to, the fees charged by Leadsius from time to time. The Customer shall be informed of such amendments by e-mail or through the information being made available on the Web Site. The Customer shall be deemed to have received such notice within two (2) weeks of the notice being sent by e-mail or made available on the Web Site. Where the Customer does not accept the amendment, the Customer shall be entitled, within thirty (30) calendar days from the date of dispatch of the e-mail or, where appropriate, thirty (30) calendar days from the amendment being published on the Web Site, to terminate the Agreement with immediate effect. Where the Agreement is not terminated by the Customer within the aforementioned time, the Customer shall be deemed to have accepted the new terms and conditions.

15. Term of agreement and termination, etc.

15.1 This Agreement shall enter into force upon acceptance by the Customer of these terms and conditions through execution of this Agreement online during Subscription sign-up, or acceptance by the Customer of these terms and conditions in an Order Form, parent agreement, or otherwise.

15.2 For Premium Subscriptions, the Initial Term is equal to the billing term selected by the Customer during sign-up. For Custom Subscriptions, the Initial Term is equal to the initial term as stated on the Order Form or as otherwise mutually agreed upon.

15.3 Upon expiration of the Initial Term, this Agreement will be automatically renewed with successive Renewal Terms at Leadsius’s then current fees. For Premium Subscriptions, the Renewal Term is equal in duration to the forward looking billing term as selected online by the Customer. For Custom Subscriptions, the Renewal Term is equal to the Initial Term or as otherwise mutually agreed upon.

15.4 This Agreement can be terminated by either party subject to written or online notice of termination as stated below, effective only at the end of the then current Subscription term and provided that all accrued and/or prepaid fees are due in full. For Premium Subscriptions, such notice of termination must be given by the Customer through the online administration module at least one (1) day prior to the next billing period. For Custom Subscriptions, notice of termination must be given in writing at least three (3) months prior to the end of the then current Subscription term.

15.5 Upon termination of a Subscription or the Agreement, Leadsius shall not be responsible for the Content generated by the Users/Customer within the scope of the Subscription in question or the Services. Accordingly, the Customer must ensure that it possesses the necessary back-up copies, etc. of the Content that it desires to retain.

15.6 Upon the active termination of a Subscription by the Customer, Leadsius shall be entitled to immediately delete and destroy all Content within the scope of the Subscription. In the event of expiration of the subscription term of a Subscription and in the absence of the Customer’s renewal of the same, Leadsius shall be entitled to delete and destroy such Content thirty (30) calendar days following the expiration date.

15.7 Upon termination of a Subscription or this Agreement for any reason, Leadsius shall be entitled to and undertakes to permanently delete and destroy all copies of the Customer’s Content related thereto within a timeframe reasonable relating to the back-up and administrative procedures applied by Leadsius from time to time.

15.8 Sections 11 and 13 shall survive any termination of this Agreement.

16. Access restrictions, premature termination

16.1 Leadsius shall be entitled, with immediate effect, to disable the Customer’s access to a Subscription or to the Services or to prematurely terminate the Agreement in writing where: (a) the Customer uses the Services in a manner that entails the perpetration of a crime; (b) the Customer uses the Services in a manner that occasions losses or the risk of loss for Leadsius or any third party; (c) the Customer uses the Services in a manner that violates Leadsius’s security or administrative regulations; (d) it may be reasonably assumed that continued dissemination of Content violates governing law; (e) the Customer uses the Services for dissemination of unsolicited email (“spam”); (f) notwithstanding reminders, the Customer fails to pay agreed fees to Leadsius within a stated time; (g) the Customer uses the Services in a manner whereby the Customer utilizes resources or seeks unauthorized access to Leadsius’s systems which are not intended for the Customer; (h) the Customer otherwise fails to comply with the above and such breach of contract is material; or (i) the Customer is placed into insolvent liquidation or is otherwise insolvent.

16.2 The Customer shall be entitled to prematurely terminate the agreement in writing where: (a) operational disruptions or data traffic errors occur to such an extent that the Customer does not have access to the Services during a period in excess of one (1) month; (b) Leadsius is in material breach of its obligations under the Agreement and fails to effect rectification within fourteen (14) days of a demand therefor; or (c) Leadsius is placed into insolvent liquidation or is otherwise insolvent.

17. Assignment

17.1 Leadsius shall be entitled, in whole or in part, to assign its rights and obligations under the Agreement to a company within the same de jure or de facto group of companies as Leadsius without the Customer’s prior consent

17.2 Save for the provisions of section 2.5, the Customer shall not be entitled to assign its rights or obligations under this Agreement without Leadsius’s prior written consent. Where the Customer assigns its rights and obligations under this Agreement and the new party fails to perform its obligations, the Customer shall bear primary liability for the performance of such obligations.

18. General provisions

18.1 This Agreement has been prepared in the English language and the same shall be controlling in all respects. Any non-English versions of this Agreement are provided solely for accommodation purposes.

18.2 If any provision of this Agreement is declared unenforceable for any reason, the remainder of this Agreement will continue in full force and effect, and the unenforceable provision shall be amended to the extent possible and permitted by law to achieve as nearly as possible the same intent and economic effect as the original provision.

19. Governing law and disputes

19.1 This Agreement and the ensuing relationship between Leadsius and the Customer shall be construed in accordance with, and governed by, the laws of Sweden.

19.2 In the event of any dispute relating to this Agreement, the parties agree to initially make a full and good faith attempt to resolve such dispute by negotiation at an executive level, to the extent reasonable under the circumstances, prior to commencing court proceedings.

19.3 All disputes relating to this Agreement shall be adjudicated in Stockholm, Sweden, with the District Court of Stockholm as the court of first instance.

Version 1.0 September 2013