Thingsquare Terms and Conditions

These Terms and Conditions (“Terms”) govern software and software-related services (“Services”, “System”, “Software”) provided by Thingsquare AB, a registered company with a place of business at Sankt Eriksgatan 117, 113 43 Stockholm, Sweden (“Thingsquare”, “We”, “Us”) and customers (“Customer”, “You”). By signing up for an account, signing a contract or using or evaluating our Software or Services, whichever comes first, you are bound by these Terms. If you are using our Services on behalf of another entity, such as the company you work for, you warrant that you have the right to bind that employer to these Terms.

Subscription Services

The Service comes with a free usage tier. If you are not paying for the Service, you may only use it for demonstration and evaluation purposes. Use in a production environment requires a paid subscription.

By paying for a subscription, You get the right to use the Services in production as long as the subscription lasts, subject to the limitations in your subscription level.

You may only use the Services in the way they are intended to be used, and within reasonable limits. You may not use the Services to do something illegal or unauthorized within your jurisdiction.

We might change the Services provided in any way and at any time at our discretion. We will not send out notifications for minor changes. Planned downtime and changes that may have a major impact on functionality will be announced. We are not liable for any modifications, changes or cancellations to the Services.

You may cancel your account at any time for any reason. Money paid in advance for subscriptions will normally not be refunded, unless you cancel your account because we made major changes to the API that affects your use of the Services.

Failure to pay on time, abuse or excessive use may cause Us to suspend Your access of our Services. We within at our sole discretion determine what constitutes abuse or excessive use. We will attempt to contact you before suspension in the case of excessive use. We reserve the right to refuse access to our Services to anyone for any reason at any time.

Information Security

Except for metadata (configuration, user profiles etc) your data just passes through our servers in a transient manner, which means that you are solely responsible for taking backups of your data.

You may not share your login details with other people. It is your responsibility to make sure that your password and account details are kept secure. You agree to notify us immediately if your details have been lost, stolen or otherwise compromised.

We are responsible for installing and maintaining reasonable security measures on our servers. You are responsible for such measures on all other devices within your control.

All data provided by Customers as part of normal Service usage shall be kept strictly confidential by Thingsquare and not provided to any outside parties, except as required to deliver the Service, which may include third party vendors and hosting providers in networking, storage, and related technology.

Licensing and IP

During Customer's subscription term and subject to the Customer's compliance with these Terms, Thingsquare hereby grants to the Customer, and the Customer hereby accepts from Thingsquare, a limited, non-exclusive, non-transferable and non-sublicenseable right to install and use Thingsquare Software and Services.

Certain items of our Software and/or Services may contain or use software elements licensed from third parties (licensors), including open source software. Such items shall be considered as governed by the applicable terms of third party license or open source terms.

Thingsquare and its licensors retains all rights to the Software and Services, as well as any patents, trademarks (registered or unregistered), trade names, copyrights, trade secrets and confidential information. Customer does not acquire any rights, title or interest except as expressly set forth herein.

If a Customer makes any requests or sends any ideas to Thingsquare for new features or functionality, such new features that Thingsquare subsequently adopts or implents, shall be automatically assigned and become the sole and exclusive property of Thingsquare, free of any restrictions imposed on Thingsquare.

Limited Warranty

All Software and Services are provided by Thingsquare AS IS. In no event does Thingsquare warrant that the software is error free or that the customer will be able to operate the software without problems or interruptions. Any express or implied warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose are disclaimed. In no event shall Thingsquare be liable for any special, collateral, indirect, punitive, incidental, consequential, or exemplary damages in connection with the use of Thingsquare Services or Software, including damages for loss of profits, data, revenue or goodwill. Customers purchasing software tailored to specific needs are responsible for testing the software using industry testing best practice prior to use.

Furthermore, we will not be responsible for any compensation or damages with regards to your investments or commitments by you in connection with your use of Thingsquare Services, our termination of your account, any destruction or loss of your data or settings. We will not refund or compensate you for any downtime on our part, whether planned or unplanned, except for what may be expressly stated in any Service Level Agreements you may have with us separately. In any case, our liability under this agreement will be limited to what you have actually paid us for our subscription Services during the last 12 months since you filed a claim.

Payment Terms and Taxes

Payment for our Services is normally paid in advance. In some cases Thingsquare may extend 30 days credit to certain customers. Late payments are subject to a fee of EUR 50 + a monthly interest rate of 3% on the amount owed.

Thingsquare shall be responsible for all corporate taxes measured by net income due to performance of or payment for work ("Thingsquare Taxes"). Customer shall be responsible for all taxes, duties, fees, or other charges of any nature (including, but not limited to, consumption, gross receipts, import, property, sales, stamp, turnover, use, or value-added taxes, and all items of withholding, deficiency, penalty, addition to tax, interest, or assessment related thereto, imposed by any governmental authority on Customer or Thingsquare or its subcontractors) other than Thingsquare Taxes ("Customer Taxes"). Our prices do not include the amount of any Customer Taxes. If Customer deducts or withholds Customer Taxes, Customer shall pay additional amounts so that Thingsquare receives the full price without reduction for Customer Taxes.

VAT and other applicable sales taxes, use taxes, duties or other imposts, will be added when required by law and shall be paid by the customer. Reclamation of VAT is the responsibility of the customer. For EU customers who provide a valid VAT number, reverse charge will be used when allowed by law.

Travel costs will be invoiced to customer when travel is undertaken on customer request. Travel costs include actual transportation costs and any hospitality and per diem costs as incurred by Thingsquare to the travelling employee(s). Travel time will be debited as actual hours spent away from the employee(s) normal location (no less than four hours if separate travel days are required) at the same hourly rate as the project in question.

Prices of all subscription Services are subject to change upon 30 days notice.

Miscellaneous

Contingencies / Force Majeure

If Thingsquare, despite best efforts, is prevented from delivering services as a result of governmental actions or regulations, fires, strikes, accidents, and other unforeseeable causes beyond Thingsquare’s control, the obligation to deliver shall be suspended for no longer than a reasonable time during such conditions exist. Under this period, Thingsquare shall attempt to inform the customer regarding the situation and deploy all reasonable available resources to mitigate adverse impacts of the delay.

Modifications

We may modify these Terms at any time. We will notify you if we do. By continuing to use our Service, you are bound by the Terms as they change. If you refuse to accept the new Terms, you may cancel your account and contact us for a refund.

Notifications and Communication

We may notify you in either of these ways: (i) sending you an email, (ii) posting on our website. It is your responsibility to keep your email address current with us and making sure emails from us are being read and not sent to spam filters, etc.

You can notify us through either of these ways: (i) sending us an email, (ii) contacting us through our website contact form, or (iii) physical mail to our headquarters.

All communication between us should be in English or Swedish. Messages sent in other languages will be considered null and void.

No Waivers and Severability

Any failure of Thingsquare to enforce any of the provisions of these terms at any time, shall not constitute a waiver of such provisions, nor Thingsquare’s right to enforce any of these provisions. Should any part of these Terms be invalid or unenforceable, the other provisions will remain in full effect.

Indemnification

You agree to indemnify, defend, and hold harmless us from and against any claims, damages, losses, liabilities, costs, and expenses arising out of, or relating to any third party claim regarding your use of our Software and / or Services and / or a dispute between you and any of your users or customers.

Legal Venue and Conflict Settlement

These Terms shall be governed by the laws of Sweden and as if they were entered by and between Swedish companies. All disputes between the Parties relating to this Agreement shall be attempted to be settled amicably. Failing such an amicable settlement within ninety (90) calendar days from the day the Parties met or tried to meet after the written notification by one Party to the other of the existing dispute, then said dispute shall be settled by arbitration by the Arbitration Institute of the Stockholm Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules. The arbitration shall take place in Stockholm and shall be conducted in English. Arbitral awards shall be final and binding on the Parties.

Entire Agreement

These Terms constitute the entire agreement and supersede all prior agreements, understandings, negotiations and other representations by the parties, both oral and written. Any modifications to these terms shall be binding on Thingsquare only if in writing and signed by a duly authorized Thingsquare representative.