TERMS AND CONDITIONS
- THE LICENSED PRODUCTS
MacroBond Financial AB, a limited liability company registered in Sweden with Reg. No. 556740-9817, having its registered office at Hallenborgs gata 13, 211 19 Malmö, Sweden (the “Supplier”), shall, free of charge, during the Trial Period (as defined below) make available a service consisting of an application software comprising access to a general database with times series collected from data sources (the “Macrobond Application”), including any time series or any other data available in databases by use of the Macrobond Application, hereinafter the “Data”), to the Customer’s employees or any other person authorized by the Customer to access and use the Macrobond Application (“Authorized Users”). Each Authorized User shall access the Macrobond Application using his/her own unique identifier provided by the Supplier.
Each of the Supplier and the Customer shall individually be referred to a “Party” and jointly as the “Parties”.
The Parties shall use commercially reasonable endeavours to connect the information technology system owned or operated exclusively by the Customer (the “Customer System”) to the Macrobond Application and each Party shall bear its own costs of establishing connectivity.
The Supplier may, at its sole discretion and at any time, with as much prior notice to the Customer as is reasonably practicable change means of access to as well as the name, content, format or nature of the Macrobond Application (including the Data).
- LICENSE GRANT AND RESTRICTIONS
The Supplier grants to the Customer a worldwide, non-exclusive, non-transferable, revocable license during the Trial Period, subject to the restrictions set out in this Trial Agreement to:
a) use the Macrobond Application internally solely for testing and implementing the Macrobond Application and installing them on the Customer System to the extent reasonably necessary to enable the Customer to use the Macrobond Application in accordance with this Trial Agreement;
b) use the Macrobond Application to access and view the Data, and allow Authorized Users only to create and access any chart, table, report or any other output created by the Customer using the Macrobond Application (the “Customer Output”);
c) store the Customer Output (and any Data contained in the Customer Output) on the Customer System;
d) make copies of the Data and the Customer Output only to the extent reasonably necessary for the following purposes: back-up, mirroring (and similar availability enhancement techniques), security, disaster recovery and testing;
e) provide access to the Macrobond Application (including the Data and Customer Output) to Authorized Users on the Customer System;
f) display any Customer Output in internal and external printed and electronic publications and in connection with internal and external presentations provided that the Supplier, or any licensor of the Supplier or any other source of the Data specified by the Supplier, is stated as the source of the Data; and
g) use the Supplier's trademarks and logos solely to identify the Macrobond Application (including the Data).
Notwithstanding any contrary provisions of this Trial Agreement, the Customer shall:
a) not provide or use the Macrobond Application (wholly or in part) in its products or services;
b) limit access to the Macrobond Application to the Authorized Users only (whether directly or indirectly via API or other means);
c) not allow any Authorized Users to install and use the Macrobond Application on more than two (2) separate devices on the Customer System;
d) not use the Macrobond Application (including the Data) for any purpose contrary to any law or regulation or any regulatory code, guidance or request;
e) not extract, reutilise, use, exploit, distribute, disseminate, copy or store the Macrobond Application (including the Data and the Customer Output) for any purpose not expressly permitted by this Trial Agreement;
f) except to the extent that the same cannot be prohibited under applicable law, not copy, modify, decompile, reverse engineer or create derivative works from the Macrobond Application (including the databases included therein); and
g) not distribute, publish or make available (including via the internet, its intranet or by any other electronic means) any Data (wholly or in part) to any person other than the Authorized Users;
h) not save or extract any Data to devices, other internet enabled equipment or equipment capable of receiving data by using the Macrobond Application or other similar programs in excess of the number of devices that the Authorized Users (specified in the preamble to this Trial Agreement) are allowed to install the Macrobond Application on; and
i) not take any actions, or use the Supplier's trademarks and logos or the Data in any way, which may damage the reputation of the Supplier, the third party Data providers or the Macrobond Application (including the Data).
- LIMITATION OF LIABILITY
Neither Party excludes or limits liability to the other Party for:
a) fraud or fraudulent misrepresentation;
b) death or personal injury caused by its negligence; or
c) any matter in respect of which it would be unlawful for the Parties to exclude liability for, respectively.
- SUPPLIER RESPONSIBILITIES AND LIABILITY
The Supplier warrants that it has the right to license to the Customer the right to receive and use the Macrobond Application on the terms set out in this Trial Agreement.
The Supplier disclaims all liability for the Macrobond Application (save as specified in clause 3). Other than as expressly set out in this Trial Agreement, the Macrobond Application (including the Data) are licensed on an “as is” and “as available” basis to the Customer without any express or implied warranty, term, condition or representation whatsoever regarding it’s functionality, accessibility or fitness for a particular purpose or that it will be uninterrupted, timely, secure, error-free or that any third party content provided will be free of viruses or other harmful components.
Except as specified in clause 3, the Customer’s sole and exclusive remedy for a breach of agreement by the Supplier is to terminate this Trial Agreement in accordance with clause 9.
- CUSTOMER RESPONSIBILITIES AND LIABILITY
The Customer acknowledges and agrees that it is fully liable for all acts and omissions of the Authorized Users and any use by any person (within the Customer’s control) of the Macrobond Application (including the Data), including breach of any user restrictions in clause 2.
The Customer shall defend, indemnify and hold the Supplier, its suppliers (including any third party Data providers), licensors, officers, directors, shareholders, employees and agents, harmless from and against all losses, claims and expenses (including reasonable attorney or legal fees), demands, suits or third party claims brought against the Supplier arising out of or in connection with:
a) access to or use of the Macrobond Application (including the Data) by the Customer or any third party authorized by the Customer other than as set out in this Trial Agreement;
b) any data or information provided by the Customer to the Supplier;
c) any decisions or advice arising out of the use of the Macrobond Application (including the Data); and
d) breach of the confidentiality undertaking in clause 7,
except to the extent that any such claim has arisen out of or in connection with any gross negligence or wilful misconduct of the Supplier.
- INTELLECTUAL PROPERTY RIGHTS
The Customer acknowledges that all intellectual property rights in the Macrobond Application (including trademarks, the Macrobond software, the Data and the databases) are the property of the Supplier or its licensors (including any third party Data providers), as applicable. Nothing in this Trial Agreement shall give the Customer any right, title or interest in or to the Macrobond Application (including trademarks, the Macrobond software, the Data and the databases) other than the right to use the Macrobond Application as set out in this Trial Agreement.
For the term of this Trial Agreement, and for as long as the Confidential Information remains confidential, each Party shall keep the other Party's Confidential Information strictly confidential and shall not disclose or reveal (directly or indirectly or in whole or in part) or permit to be made available to any third party any Confidential Information received from the other Party in any form or manner. The foregoing applies except as required by law, regulation, any governmental or regulatory authority (including any relevant securities exchange), any court or other authority of competent jurisdiction.
“Confidential Information” shall mean any and all information about a Party’s business affairs, services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether in written or oral form, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” which is not and does not become part of the public domain.
- DATA PROTECTION
Each Party will comply with all applicable laws and regulations relating to the processing of personal data and privacy and the equivalent of any of the foregoing in any relevant jurisdiction. Each Party shall be individually responsible, as a sole data controller, for its own processing of personal data pursuant to and/or in connection with this Trial Agreement. This means that each Party determines the purposes and means for its respective processing of personal data.
- TERM AND TERMINATION
This Trial Agreement shall come into effect upon signing by authorized representatives of each Party and be in force for a period of thirty (30) days thereafter (the “Trial Period”). Unless terminated earlier the Trial Agreement shall terminate automatically at the expiry of the Trial Period.
Either Party may, at its’ sole discretion, terminate this Trial Agreement with immediate effect by giving written notice to the other Party.
Notwithstanding the above, if the Supplier becomes aware of any unauthorized use or other misuse of the Macrobond Application (including the Data), or any security breach in connection with this Trial Agreement that could compromise the security or integrity of the Macrobond Application (including the Data) or otherwise adversely affect the Supplier, the Supplier may suspend access to the Macrobond Application immediately before providing written notice to the Customer.
On any termination of this Trial Agreement for any reason or expiry of the Trial Period:
a) each Party shall immediately cease all use of and as soon as reasonably practicable return or destroy (as directed in writing by the other Party) all data, information, software, and other materials provided to it by the other Party in connection with this Trial Agreement including all materials containing or based on the other Party's Confidential Information, except for one copy that it may use for legal or regulatory compliance purposes only (subject to the confidentiality obligations in clause 7); and
b) the Customer shall immediately cease all use of and as soon as reasonably practicable ensure that the Macrobond Application (including the Data and any other material provided by the Supplier in relation to the Macrobond Application) is deleted from all of the Customer Systems, except for one copy that it may use for legal or regulatory compliance purposes only (subject to the confidentiality obligations in clause 7), and shall provide written confirmation (in the form of a certificate signed by one (1) of its directors) of compliance with this clause no later than fourteen (14) days after termination of this Trial Agreement.
- THIRD PARTY RIGHTS
Except as expressly stated otherwise in this Trial Agreement, this Trial Agreement shall not give rise to any rights for a third party to enforce any term of this Trial Agreement.
- GOVERNING LAW AND JURISDICTION
This Trial Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Sweden.
Any dispute, controversy or claim arising out of or in connection with this Trial Agreement, or the breach, termination or invalidity thereof, that are not resolved by negotiations between the Parties, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Stockholm Chamber of Commerce (the “SCC”), 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. The language to be used in the arbitral proceedings shall be English, unless otherwise agreed by the Parties.