Your Solutions

Home

Terms of Service

Terms of Service : Updated as of August 15 2024.

General Definition 

1.1 Your Solutions Provider Software (“Software”) refers to all software utilities, services, and applications utilized by Your Solutions Provider. This includes Add-Ons (exclusively owned and/or managed by Your Solutions Provider), additional modules, any products listed on http://ysllc.co and any additional packages delivered and owned by Your Solutions Provider. A Service may be based on Your Solutions Provider Software, third-party software and/or components, or a custom service provided by Your Solutions Provider to the Customer. 

Right to Use the Service 

2.1 During the Subscription Term set forth in an Order, Your Solutions Provider grants the Customer a non-transferable, non-exclusive, worldwide right to allow authorized individuals (including the Customer’s employees, Affiliates, or Your Solutions Provider-approved contractors) to access and use the Services, subject to the terms of the Agreement and any related Software agreements. 

2.2 Each Order outlines specific usage rights (“Usage Rights”) for each Service, and the Customer must ensure that their usage does not exceed these rights unless overage terms are included. Overage terms, including pricing, payment duties, and additional terms (“Overage Terms”), will apply if the Customer exceeds their Usage Rights. Each Service under the MMSA and Order(s) includes the price, Usage Rights, Overage Terms, and the Service Level Agreement (“SLA”). 

2.3 The Services are provided by Your Solutions Provider through data centers, with remote access provided to Users via the Internet, along with certain online and offline components provided by Your Solutions Provider. The Customer is solely responsible for obtaining and maintaining the necessary equipment and services to connect to, access, or use the Services, including but not limited to computers, operating systems, and web browsers (collectively “Equipment”). The Customer must ensure that the Equipment complies with all configurations and specifications outlined in Your Solutions Provider’s published documentation. 

2.4 Your Solutions Provider reserves the right to deny an Order or Service to the Customer if it is determined that the Customer is not creditworthy or may misuse the Service. 

3. Restrictions and Representations 

3.1 Except as expressly authorized in this Agreement, by explicit contract-bound permission given by Your Solutions Provider, or as expressly permitted by applicable law, the Customer shall not directly or indirectly: 

  • (i) Reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services, Software, or any related software, documentation, or data provided by Your Solutions Provider as part of the Services but not created or owned by Your Solutions Provider (“Other Software”); 
  • (ii) Modify, translate, or create derivative works based on the Services, Software, or Other Software; or copy (except for archival purposes), rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services, Software, or Other Software; 
  • (iii) Use or access the Services to build or support, and/or assist a third party in building or supporting, products or services competitive to Your Solutions Provider; or 
  • (iv) Remove any proprietary notices or labels from the Services, Software, or Other Software. 

The Customer shall use the Services, Software, and Other Software solely for its own internal business operations and not for the operation of a service bureau or timesharing service.

Any violation of this clause shall result in the immediate revocation of any associated Services within the MMSA or Order(s). The Customer may request permission from Your Solutions Provider to decompile specific portions of the Software for purposes of fault analysis, integration planning, and other internal business purposes, with such permission to be expressly granted by Your Solutions Provider in writing and at its sole discretion. 

3.2 The Customer shall not knowingly or willfully use the Services in any manner that could damage, disable, overburden, impair, or otherwise interfere with Your Solutions Provider’s provision of the Services. The Customer is responsible for maintaining the security of the Equipment and the Customer’s account access passwords. Your Solutions Provider and the Customer agree to make every reasonable effort to prevent unauthorized third parties from accessing the Services. The Customer shall be held jointly and severally liable for all acts and omissions of its Users. 

3.3 The Customer represents and warrants that it will use the Services only in compliance with Your Solutions Provider’s Fair Use Policies as found in applicable EUSA, EULA, and/or Section 19 of this Agreement (as may be amended from time to time upon written notice to the Customer) and all applicable (i) social networking sites’ terms and conditions associated with its procurement and use of any Customer Data; and (ii) laws and regulations, including those related to spamming, privacy, data protection, intellectual property, consumer and child protection, pornography, obscenity, or defamation. 

3.4 Your Solutions Provider may immediately suspend the Customer’s password, account, and access to the Services if (i) the Customer fails to make a payment due within ten (10) business days after Your Solutions Provider has provided the Customer with notice of such failure; or (ii) the Customer violates Sections 2.1, 3, 4, or 9 of these terms and conditions. Any suspension of the Services by Your Solutions Provider under the preceding sentence shall not relieve the Customer of its payment obligations under the Agreement. 

4. Ownership and Intellectual Property Rights 

4.1 Your Solutions Provider shall have sole and exclusive ownership of all rights, title, and interest in and to the Services, Software, documentation, all copies, improvements, and derivative works thereof (regardless of form, access, or distribution medium in or on which the original and other copies may exist), including all copyright, trademark, patent, trade secret, know-how, and other intellectual property rights pertaining thereto, subject solely to the limited rights and Services expressly granted to the Customer herein. Software owned by Your Solutions Provider is protected by United States, Swedish, and international copyright and intellectual property laws. Your Solutions Provider shall retain all rights to its name and trademarks. 

4.2 With regard to Other Software, including but not limited to Applied Software (as defined in Section 10.1) or Third-Party Software included in the Service(s) or Order(s), all mentioned rights in this Section 4 shall be owned by the third party from whom Your Solutions Provider has acquired the right to use the Other Software, including but not limited to Applied or Third-Party software, subject solely to the limited right, service, and/or license expressly granted to the Customer herein. The structure and code of the Your Solutions Provider Software are valuable trade secrets of Your Solutions Provider and remain the sole property of Your Solutions Provider or, respectively, the third party who owns the Other Software, including but not limited to Applied Software or Third-Party software. 

4.3 The Service(s) and/or Order(s) is not a sale of the Software, any updates, new releases, or any copy thereof. Except for the limited Service(s) granted under this Agreement, the Customer obtains no other rights in or to the Service(s), Software, or Other Software. There are no implied licenses or services under this Agreement, and Your Solutions Provider reserves any rights not expressly granted to the Customer under this Agreement. This Section 4 shall survive the termination of this Agreement. 

4.4 The Customer owns any data, information, or material originated by the Customer that the Customer submits, collects, or provides in the course of using the Services, including but not limited to any data or information stored via, on, and/or through the Service and information regarding the Customer’s social networking “connections,” “followers,” or other contacts activated through the use of the Services (“Customer Data”). Your Solutions Provider has no ownership rights in or to Customer Data. The Customer shall be solely responsible for the accuracy, quality, content, and legality of Customer Data, the means by which Customer Data is acquired, and the transfer of Customer Data outside of Your Solutions Provider Services. Consequently, Your Solutions Provider is not responsible for direct or indirect damages that have arisen as a consequence of the Customer Data or faults in Customer Data use. Your Solutions Provider is not liable for damages when such damages arise as part of an infringement claim against Customer Data. Customer Data shall be deemed Customer Confidential Information pursuant to Section 11 below. 

5. Fees, Billing, and Payment 

5.1 The Customer shall pay Your Solutions Provider all fees stipulated and set forth in the MMSA and Order(s). All fees are non-cancelable and non-refundable, except as expressly specified in Section 7.1.1. All fees are exclusive of taxes, levies, or duties imposed by taxing authorities, and the Customer shall be responsible for the payment of all such taxes, levies, or duties (excluding taxes based on Your Solutions Provider’s income), even if such amounts are not listed in the MMSA or Order(s). The Customer shall pay all fees in the currency agreed upon in the MMSA and Order(s). The Customer agrees to pay Your Solutions Provider for all additional services, work, and costs received. Compensation shall be paid in accordance with Your Solutions Provider’s price list for such services. 

5.2 If the Customer is paying by Purchase Order (“PO”), then the Customer must inform Your Solutions Provider by email ([email protected] or [email protected]) of the proper PO number along with the order number no less than ten (10) business days prior to the due date of the associated invoice. Failure to provide Your Solutions Provider with a PO number (or an accurate PO number) shall subject the Customer to additional administrative fees. 

5.3 If the Customer exceeds the Usage Rights for the ordered Service(s), Your Solutions Provider has the right to immediately charge the Customer, and the Customer will pay in accordance with the Overage Terms within the MMSA or Order(s). Retroactive billing may also occur. 

5.4 When renting hardware, the rental fee in the Order(s) may be adjusted to reflect any increase in the reference interest rate of the U.S. Consumer Price Index (CPI). Your Solutions Provider reserves the right to adjust the rental price on a current basis during the term of this Agreement based on any increase in the interest rate level at the respective time of invoicing. 

5.5 Price adjustments are referred to in Section 15.1. 

5.6 The Customer has the right to review log files that show the Customer’s consumption of Service(s) and other statistics on which the billing is based. Such log files are saved by Your Solutions Provider for sixty (60) days after the issue date of the invoice. 

6. Term and Termination 

6.1 The Agreement shall commence as of the date set forth in the first Order and, unless earlier terminated as set forth below, shall remain in effect through the end of the Subscription Term in any current Order. All sections of the Agreement which by their nature should survive termination will survive, including, without limitation, accrued rights to payment, use restrictions, indemnity obligations, confidentiality obligations, warranty disclaimers, and limitations of liability. 

6.2 In the event of a material breach by either Party, the non-breaching Party shall have the right to terminate the MMSA or applicable Order(s) for cause if such breach has not been cured within thirty (30) days of written notice from the non-breaching party specifying the breach in detail. If Your Solutions Provider terminates an MMSA or Order for the Customer’s material breach, all fees set forth on such MMSA and/or Order(s) are immediately due and payable. 

6.3 Upon any termination or expiration of the MMSA or Order(s), the Customer’s right to access and use the Services covered by that MMSA and/or Order(s) shall terminate, excluding Software license(s) if the Customer is still in compliance with the applicable EULA. Notwithstanding the foregoing, at the Customer’s request, if received within thirty (30) days of termination of the Order, Your Solutions Provider will permit the Customer to access the Services solely to the extent necessary for the Customer to retrieve a file of Customer Data then in Your Solutions Provider’s possession. The Customer acknowledges and agrees that Your Solutions Provider has no obligation to retain Customer Data and that Your Solutions Provider will irretrievably delete and destroy Customer Data after thirty (30) days following the termination of the Agreement. 

6.4 If Your Solutions Provider, for any reason, no longer has the necessary licenses for the Implemented Software or the Applied Software, Your Solutions Provider shall, within a reasonable time and with reasonable effort, provide a substitute for such components. If no such substitute may be found, Your Solutions Provider may, at its own option, terminate this Agreement and return any fees to the Customer minus any depreciation in the value of such Service(s). 

6.5 Premature termination by Your Solutions Provider. Your Solutions Provider has the right to immediately terminate the Agreement prematurely if: 

  • 6.5.1 The Customer acts in breach of the requirements stated in Section 10 and 11 or otherwise has been agreed upon, and the Customer has not, within thirty (30) days after a written request, taken corrective measures; 
  • 6.5.2 The Customer abuses the resources or, without authorization, seeks access to Your Solutions Provider’s system, which is not intended for the Customer; 
  • 6.5.3 The Customer is delayed with the payment of an overdue fee and has not, within fourteen (14) days after the reminder or request for payment, paid the fee; 
  • 6.5.4 The Customer in any other way significantly breaches their obligations according to this Agreement, and the Customer has not, within thirty (30) days after a written request, taken corrective measures; 
  • 6.5.5 The Customer has been declared bankrupt or is otherwise insolvent. 

6.6 Your Solutions Provider does not have the right to prematurely terminate the Agreement if the Customer’s negligence is of minor significance or if Your Solutions Provider has granted a respite for payment. 

6.7 Premature termination by Customer. The Customer has the right to terminate the Agreement prematurely in writing if: 

  • 6.7.1 Your Solutions Provider significantly breaches its obligations in the Agreement, and Your Solutions Provider has not taken corrective measures within thirty (30) days after a written request; 
  • 6.7.2 Your Solutions Provider is declared bankrupt or is otherwise insolvent. 
  • 7. Representations, Disclaimer of Warranties, Indemnities, and Limitations of Liability 
  • 7.1 Your Solutions Provider Responsibilities 
  • 7.1.1 Excluding Software (which warranties are governed within the applicable EULA), Your Solutions Provider warrants that it will use its commercially reasonable efforts to ensure that the Service(s) will perform substantially in accordance with the documentation supplied by Your Solutions Provider with the Service(s) and consistent with generally accepted industry standards. Your Solutions Provider’s sole and exclusive obligation for breach of this limited warranty shall be to use its commercially reasonable efforts to remedy or supply a temporary fix or make an emergency bypass. To the extent Your Solutions Provider cannot perform its obligations according to the foregoing sentence, Your Solutions Provider’s maximum liability to the Customer per contractual year shall, under all circumstances, be an amount corresponding to ninety (90) days’ fees for the Service(s). This limited warranty shall not be valid if the Service(s) was subjected to abuse, misuse, accident, alteration, or unauthorized modification or installation. Other than this limited warranty, the Service(s) and related software is provided AS IS. 
  • 7.1.2 Your Solutions Provider does not exercise any control over the information or material displayed through the Customer’s use of the Service(s), and Your Solutions Provider is consequently not responsible for damages that have arisen as a consequence of the Customer’s actions or faults in the Customer’s applications. Your Solutions Provider is not liable for damages when damages arise in connection with an infringement claim in the Customer’s use of the Service(s). 
  • 7.1.3 Your Solutions Provider handles all information about the Customer as Confidential Information in order to safeguard the integrity of the Customer. However, Your Solutions Provider can be ordered to hand out data regarding the Customer via court order, request from the police or other similar authority, or due to governmental legislation. 
  • 7.1.4 Your Solutions Provider undertakes to repair any operational defects that affect the Service(s) at its own cost, to the extent that such defects can be repaired. Except as stated in the SLA, Your Solutions Provider does not give any guarantees or other commitments, including but not limited to (a) within what time the repair of the defect shall start or (b) within what time the defect shall be repaired. 
  • 7.1.5 If the Customer has not been able to use the Service(s) due to a defect, a reduction of the monthly fee will apply in accordance with the SLA, which, unless otherwise stated, shall be the Customer’s sole remedy for the subject defect. 
  • 7.1.6 Your Solutions Provider’s responsibility does not cover defects due to the Customer’s customizations of Your Solutions Provider’s Service(s), Software, Other Software, external service(s), defects in the Customer’s equipment, or operation stoppage according to this Section 7, the SLA, or defects in the products or services of a third party. 
  • 7.1.7 Your Solutions Provider has the responsibility and right to deny operation of the Service(s) or interrupt the supply of the Service(s) if the Customer’s installation negatively affects the operating environment of other Your Solutions Provider customers. The negative effects may arise from, but are not limited to, components used for Customer Website(s), adjustments of Your Solutions Provider Software done by or on behalf of the Customer, third-party products used, services, or any equipment not supplied by Your Solutions Provider. 
  • 7.1.8 Your Solutions Provider has the responsibility for labor and resources required for upgrading Your Solutions Provider Software that is included in the Service(s), and the Customer shall not be charged separately for this. However, if an upgrade to a new version of Your Solutions Provider Software is carried out, the Customer bears the responsibility and costs for carrying out any changes (including but not limited to all customizations, edits, Customer Data changes, and custom development) to the Customer’s Website(s) that are necessary, as well as any additional license(s), Software(s), or Service(s) required for the upgrade. 
  • 7.1.9 Your Solutions Provider has the right to keep a log of the use of the Service(s) to the extent such is allowed according to applicable legislation, and such log shall be treated as Confidential Information. 
  • 7.2 Customer Responsibilities 
  • 7.2.1 The Customer shall report any defects with the Service to Your Solutions Provider immediately after such defect is discovered. 
  • 7.2.2 The Customer is responsible for ensuring that all the information or material that has been transferred or in any other way handled within the Service(s) does not constitute an infringement of the rights of a third party or in any other way is in conflict with applicable legislation or Your Solutions Provider’s Publishing Rules. The Customer is fully responsible for all the actions they perform through use of the Service(s). The Customer shall hold Your Solutions Provider free from loss for any demands directed at Your Solutions Provider by a third party as a consequence of the information that the Customer is responsible for. This continues to apply even if Your Solutions Provider has terminated the Agreement with the Customer due to a breach of this provision. 
  • 7.2.3 Before Service(s) is provided, the Customer may be required to purchase licenses and agree to the license agreement(s) related to Your Solutions Provider’s Software that the Service(s) may demand. The Customer may be required to accept additional Your Solutions Provider service agreement(s) that the Service(s) may demand. The Customer shall hold and accept the required license agreement(s) and/or service agreement(s) for all Your Solutions Provider’s Software that may be part of the Service(s). Your Solutions Provider may further require, in order to provide the Service(s), that the Customer purchase and hold a valid Software Subscription for Your Solutions Provider Software used in the Service(s). 
  • 7.2.4 Before Service(s) is provided, the Customer must purchase licenses and approve the license agreement concerning all non-Your Solutions Provider software components, services, and code (including but not limited to third-party software components, services, code, and/or other licenses) that the Customer requires to use with the Service(s) not included within the MMSA or Order(s). The Customer shall hold the required license agreements for all other third-party or otherwise software components, services, and code that are part of the Service(s). The Customer is responsible for ensuring that such license agreements allow a third party to carry out operations of the software in question and that the Customer and Your Solutions Provider’s Service to the Customer are not in breach of such license or service agreements, nor infringing on the intellectual property rights of a third party. In such cases where other third-party or otherwise products, software components, services, code, and/or other licenses are to be used on behalf of the Customer in the Service, the Customer shall hold Your Solutions Provider free from loss for potential infringements on another’s rights, third party or otherwise, to such software. Excluded from this Section are any service(s) or license(s) specified within the MMSA or Order(s). 
  • 7.2.5 The Customer owns and is responsible for any data and information Users insert, upload, download, generate, capture, relay, or in any way transmit or store through the use of or as a result of the Service, and is consequently liable for any damages that arise as a consequence. 
  • 7.2.6 The Customer is responsible for the User alterations made in the Service(s) (including the Customer’s customizations of Software and/or Service(s)). If, at the Customer’s request, Your Solutions Provider carries out support for User alterations of the Service(s), the Customer will be invoiced and responsible for payment of such support. 
  • 7.2.7 The Customer has a duty to upgrade the Customer’s version of Software if such version is older than eighteen (18) months, calculated as of the day when the new version of Software is made publicly available or when such version is no longer supported. Your Solutions Provider has the right to carry out upgrades if Your Solutions Provider considers that there are circumstances that demand this, such as security breaches, lack of stability, or other conditions that could affect the Service(s) or other customers. 
  • 7.2.8 The Customer is responsible for any equipment that they own (or lease) and that is placed with Your Solutions Provider. Any equipment that the Customer places with Your Solutions Provider must be insured by the Customer. The Customer is also responsible for damages to the Customer’s equipment, the Customer’s adaptation of systems, or third-party products or services that cause harm to Your Solutions Provider or other customers. 
  • 7.2.9 The Customer is responsible for damages that arise if the Customer is affected by hacking caused by the Customer’s negligence. The Customer shall ensure that distributed security measures, including but not limited to passwords, identities, and access privileges, both physical and virtual, are used and stored in a safe and secure manner consistent with industry standards. 
  • 7.2.10 If the Customer sends out Spam, the Service(s) may be turned off immediately. Compensation in accordance with the SLA will not be paid in such cases. 
  • 7.2.11 The Customer may not re-sell the whole or parts of the Service(s) or Software license(s) to a third party without the approval of Your Solutions Provider. 
  • 7.2.12 The Customer is responsible for keeping its contact information up to date with Your Solutions Provider. Any changes shall require written notice given to Your Solutions Provider. 
  • 7.3 No Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN, YOUR SOLUTIONS PROVIDER AND ITS THIRD-PARTY PROVIDERS HEREBY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND QUALITY. YOUR SOLUTIONS PROVIDER AND ITS THIRD-PARTY PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICES OR THE RESULTS THE CUSTOMER MAY OBTAIN BY USING THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOUR SOLUTIONS PROVIDER AND ITS THIRD-PARTY PROVIDERS DO NOT REPRESENT OR WARRANT THAT (A) THE OPERATION OR USE OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE; OR (B) THE QUALITY OF THE SERVICES WILL MEET THE CUSTOMER’S REQUIREMENTS. THE CUSTOMER ACKNOWLEDGES THAT NEITHER YOUR SOLUTIONS PROVIDER NOR ITS THIRD-PARTY PROVIDERS CONTROLS THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. YOUR SOLUTIONS PROVIDER IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. EXCEPT WHERE EXPRESSLY PROVIDED OTHERWISE BY YOUR SOLUTIONS PROVIDER, THE SERVICES ARE PROVIDED TO THE CUSTOMER ON AN “AS IS” BASIS. 
  • 7.4 Limitation of Liability. NEITHER PARTY SHALL BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE, INACCURACY, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE, OR TECHNOLOGY, OR LOSS OF BUSINESS PROFITS OR REVENUE; (B) FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL (including without limitation acts of God, acts of Government or other competent regulatory authority, telecommunications network operators, war or national emergency, riots, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes, and other industrial disputes (in each case whether or not relating to that party’s workforce)) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE LESSER OF 50,000 US DOLLARS OR THE FEES PAID BY THE CUSTOMER IN THE PRECEDING THREE (3) MONTHS. 
  • 7.5 Infringement. Notwithstanding any of the aforementioned Section 7 and except in the event the Customer is in material breach of this Agreement, Your Solutions Provider shall indemnify, defend, and hold the Customer harmless (including the Customer’s officers, directors, agents, representatives, and employees) from any direct claim, direct liability, direct loss, direct expense, or demand, including legal fees and direct costs, and including, without limitation, third-party claims based on infringement caused solely by the Software owned by Your Solutions Provider. This indemnity requires that Your Solutions Provider receive notice immediately of any third-party claims and is in sole control of the defense of such claim, including but not limited to any settlement arrangement. 
  • 8. Transfer 
  • 8.1 The Customer shall not assign or transfer this Agreement without Your Solutions Provider’s prior written consent, which consent may be withheld for any or no reason. 
  • 8.2 Your Solutions Provider has the right to transfer this Agreement to a third party without the Customer’s approval. However, upon the transfer of the Agreement to a third party, the Customer has the right to terminate the Agreement prematurely with a ninety (90) day notice. 
  • 8.3 Either Party may assign all or part of its rights under this Agreement to an affiliate or to any entity that succeeds to or acquires all or substantially all of the business or assets of such Party through merger, consolidation, or acquisition of stock or assets. This Agreement is binding on any permitted assignees or transferees. 
  • 9. Additional Terms 
  • 9.1 Service Level Agreement (“SLA”). Your Solutions Provider undertakes to keep the Service available in accordance with the agreed SLA that has been set forth in the Order(s) and/or Service(s). Different Services have different SLAs. Increased SLAs can also be ordered. The availability level for the ordered Service(s) is set forth as a percentage of uptime (e.g., 99.0%) times/hours the Service(s) shall be available to access (e.g., all days 06:00 am – 10:00 pm GMT +1). The availability shall be calculated per calendar month and shall amount to at least the set percentage during the times when the Service(s) shall be accessible. 
  • 9.2 Your Solutions Provider Publishing Rules. Material published on the Service(s) must not be conceived as offensive, abusive, radical, or in any other way be in conflict with common values or be of a pornographic nature. The Customer may not use the Service to carry out unsolicited mass email (“Spam”). A recipient of ordered mass email shall be able to cancel future emails. An unsubscribe function must be included in every email. If material in the Service is discovered that is in conflict with United States, Swedish, or international law (e.g., United States CAN-SPAM Act of 2003) or Your Solutions Provider’s Publishing Rules, Your Solutions Provider has the right to immediately turn off the Service until the prohibited material has been removed. Your Solutions Provider also has the right to terminate the Agreement in accordance with Section 6.5. In case of such termination, the Customer’s responsibilities in accordance with Section 7.2.2 remain in force. Compensation according to Section 7.1.1 and SLA is excluded in such cases. 
  • 9.3 Statistical Information. Notwithstanding anything else in the Agreement or otherwise, Your Solutions Provider may monitor the Customer’s use of the Services and use Customer Data in an aggregate and anonymous manner to compile statistical and performance information related to the provision and operation of the Service(s) and may make such information publicly available, provided that such information does not incorporate Customer Data and/or identify the Customer’s Confidential Information. Your Solutions Provider retains all intellectual property rights in such information. 
  • 9.4 Privacy and Data Protection. The Customer shall be knowledgeable about and at all times compliant with all applicable U.S. privacy and data protection laws, including but not limited to the Privacy Act of 1974, the Health Insurance Portability and Accountability Act (HIPAA), the Children’s Online Privacy Protection Act (COPPA), and the Gramm-Leach-Bliley Act. The Customer is responsible for ensuring that its data handling practices align with these regulations and any other relevant state or federal laws applicable to its operations. 
  • 9.5 Usage Exceeding Provisioned Hardware. If the Customer’s use of Service(s) exceeds the hardware provisioned, Your Solutions Provider may conditionally provision additional hardware for a period of two (2) business days and shall send written notice to the Customer. After receiving written notification from Your Solutions Provider of exceeding the current hardware provisioned, the Customer shall authorize Your Solutions Provider to provision additional hardware at cost to the Customer within three (3) business days, or Your Solutions Provider shall be released from any and all SLA(s) obligations. 
  • 10. Other Software 
  • 10.1 Applied Software. The Customer’s Service(s) may include software components, products, and/or code that are considered to be a part of the Service but constructed by a third party (“Applied Software”). The possible Applied Software(s) distributed with a Service are defined within the Order. In addition to the Customer’s restriction from hiring out, leasing, lending, assigning, sublicensing, distributing (electronically or otherwise), reselling, selling, creating any derivative works of, or otherwise transferring all or any portion of the Applied Software to a third party, Your Solutions Provider is not permitted to give said authorization to a third party with respect to the Applied Software. 
  • 10.2 Third-Party Open Software. The Customer’s Service(s) may include distributions of open-source software components, products, and/or code that are delivered with a Service which are constructed by a third party (“Third-Party Open Software”). The possible Third-Party Open Software(s) distributed with a Service is defined within the Order. By agreeing to this Agreement, the Customer also acknowledges that the license agreements for all Third-Party Open Software distributed with a Service and MIT/BSD licensed components have been made available at http://www.yoursolutionsprovider.com/implemented_software; that the Customer has taken notice of said license agreements; and that the Customer hereby accepts the terms and conditions of these license agreements to be, when applicable, binding to the Customer. As between Your Solutions Provider and the Customer, Sections [TERMINATION], [LIMITED LIABILITY], and [OTHER SOFTWARE] shall also apply with respect to the Implemented Software unless the license on the specific Implemented Software explicitly states otherwise. 
  • 10.3 Acquisition of Non-Your Solutions Provider Products, Software, and Services. Your Solutions Provider or third parties may make available (for example through the Add-On Store or otherwise) third-party products or services, including, for example, Non-Your Solutions Provider applications, components, functionality, and other services. Any acquisition by the Customer of such Non-Your Solutions Provider products or services and any exchange of data between the Customer and any Non-Your Solutions Provider provider is solely between the Customer and the applicable Non-Your Solutions Provider provider. Your Solutions Provider does not warrant or support Non-Your Solutions Provider applications or other Non-Your Solutions Provider products or services, whether or not they are designated by Your Solutions Provider as “verified” or otherwise, except as specified in an Order. Further, Your Solutions Provider assumes no responsibility or liability in any way from Non-Your Solutions Provider provider(s). 
  • 10.4 Non-Your Solutions Provider Applications and Customer Data. If the Customer installs or enables a Non-Your Solutions Provider application for use with a Service or Order, the Customer grants Your Solutions Provider permission to allow the provider of that Non-Your Solutions Provider application to access Customer Data as required for the interoperation of that Non-Your Solutions Provider application with the Service or Order. Your Solutions Provider is not responsible for any disclosure, modification, or deletion of Customer Data resulting from access by a Non-Your Solutions Provider application(s). 
  • 10.5 Integration with Non-Your Solutions Provider Applications. The Service(s) or Order(s) may contain features designed to interoperate with Non-Your Solutions Provider applications. To use such features, the Customer may be required to obtain access to Non-Your Solutions Provider applications from their providers and may be required to grant Your Solutions Provider access to the Customer’s account(s) on the Non-Your Solutions Provider applications. If the provider of a Non-Your Solutions Provider application ceases to make the Non-Your Solutions Provider application available for interoperation with the corresponding Service(s) or Order(s) features on reasonable terms, Your Solutions Provider may cease providing those Service(s), Order(s), or features without entitling the Customer to any refund, credit, or other compensation. 
  • 11. Confidential Information 
  • 11.1 Confidential Information. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Such information includes, without limitation, Customer Data, information related to Customer’s login identifiers and credentials for accounts, and the nature and performance of Customer’s marketing programs. The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information; and (ii) not to use (except as expressly permitted in Section 10 below) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to Confidential Information after five years following the termination of the Agreement or any Confidential Information that the Receiving Party can document: (a) is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it by a third party; or (d) was independently developed without use of any Confidential Information of the Disclosing Party; or (e) is required by law. Customer Data will be destroyed as set forth in Section 6.3, and upon the Customer’s request, Your Solutions Provider shall certify to such destruction in writing. 
  • 12. Disputes, Venue, Governing Law, and Jurisdiction 
  • 12.1 General. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of laws principles. In all cases, this Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. 
  • 12.2 Alternative Dispute Resolution. The Parties agree that any and all disputes, claims, or controversies arising out of or related to this Agreement, including any claims under any statute or regulation (“Disputes”), shall be submitted first to non-binding mediation. If the Disputes are not resolved through mediation within sixty (120) days, then upon the election of either party, the Disputes shall be submitted for binding arbitration. 
  • If Customer is Domiciled in: 
  • Governing Law: 
  • Jurisdiction: 
  • United States of America, including the State of Tennessee 
  • Tennessee state law and applicable U.S. federal law. 
  • Arbitration according to the rules of the American Arbitration Association (AAA). Arbitration shall occur in the State of Tennessee. English will be the language used. 
  • Each of the Parties to this Agreement consents to personal jurisdiction for any equitable or other action sought with respect to claims arising out of Your Solutions Provider’s intellectual property rights in the U.S. District Court for the Middle District of Tennessee or any court of the State of Tennessee having subject matter jurisdiction. 
  • United Kingdom (including England, Northern Ireland, Scotland, and Wales), Ireland, Australia, and New Zealand 
  • United Kingdom (including England and/or Wales) laws. 
  • London Court of International Arbitration Rules. The arbitral tribunal shall be composed of a sole arbitrator to be appointed by agreement between the parties or, in default of agreement, by the President of the Law Society of England and Wales. 
  • Arbitration shall occur in London, England. English will be the language used. 
  • Rest of the World 
  • Laws of Sweden 
  • Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. 
  • Arbitration shall occur in Stockholm, Sweden. English will be the language used. 
  • 12.3 Unresolved Disputes. Any unresolved controversy or claim arising out of or relating to this Agreement, except for any such controversies or claims arising out of Your Solutions Provider’s intellectual property rights for which a provisional remedy or equitable relief is sought, shall be submitted to arbitration in accordance with the rules of the American Arbitration Association (AAA). The arbitration shall take place in Tennessee, and judgment upon any award rendered in such arbitration will be binding and may be entered in any court having jurisdiction thereof. Each party will bear its own costs with respect to any disputes arising under this Agreement. Each of the Parties to this Agreement consents to personal jurisdiction for any equitable or other action sought in the State of Tennessee. 
  • 13. Secrecy 
  • 13.1 The Parties commit themselves to not, during the term of this Agreement or thereafter, without any limitation of time, reveal to any third party such information that a Party has received from the other Party and which is to be considered as the other Party’s Confidential Information and business secret. The Parties shall also take the required measures to prevent such business secrets from being revealed to third parties by the employees and consultants hired by the Party. 
  • 13.2 The Parties commit themselves, without any limitation in time, to not reveal, without obligating reasons: (a) the content of the Agreement or arbitral award following this Agreement; or (b) information regarding negotiations, arbitral proceedings, or mediation following this Agreement. 
  • 14. Force Majeure 
  • 14.1 The Parties are released from liability for sanctions due to the omission to fulfill a certain obligation according to this Agreement if the omission is due to circumstances (“relieving circumstance”) that are outside the control of the respective party and which prevent the fulfillment of the obligation. As soon as the obstacle is removed, the obligation shall be fulfilled in the agreed way. Relieving circumstances include war, action of war, an authority’s act or omission, newly added or changed legislation, conflict in the labor market, DOS-attacks (Denial of Service), defects or delays in services provided by sub-distributors, and other similar circumstances. 
  • 14.2 If a Party desires an exemption according to Section 14.1, the requesting Party shall, without delay, give notice to the other Party. 
  • 14.3 Notwithstanding the foregoing, the Parties have the right to immediately terminate the Agreement if the fulfillment of a certain obligation is delayed by more than two (2) months. 
  • 15. Changes of Terms and Conditions 
  • 15.1 The Managed Services General Terms and Conditions are in force until further notice. The Customer will be notified at least ninety (90) days before any significant changes to these terms and conditions, as well as any price adjustment, come into force. Your Solutions Provider has the right to notify the Customer of such new terms and conditions, as well as adjustments, by sending notice to the Customer’s indicated contact person’s email, fax, or in any other way that Your Solutions Provider finds suitable. 
  • 16. Notice 
  • 16.1 Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to the Customer shall be addressed to the relevant billing contact designated by the Customer. All other notices to the Customer shall be addressed to the relevant Services system administrator designated by the Customer. 
  • 17. Third-Party Beneficiaries 
  • 17.1 This Agreement is for the sole benefit of the Parties hereto and their successors and permitted assigns, and nothing herein, express or implied, shall give or be construed to give any person other than the Parties hereto any legal or equitable rights hereunder. 
  • 18. General Provisions 
  • 18.1 The Agreement, including all Order(s) and end-user license or end-user service agreements, represents the Parties’ entire understanding relating to the Service(s) and supersedes any prior or contemporaneous conflicting or additional communications. The exchange of a fully executed Order by fax or electronic signature shall be sufficient to bind the parties to the Terms and Conditions of the Agreement and such Order. The Agreement may be amended only by written agreement signed by the Parties. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. 
  • 18.2 No joint venture, partnership, employment, or agency relationship exists between Your Solutions Provider and the Customer as a result of the Agreement or use of the Service(s). The Customer may not assign the Agreement without the prior written approval of Your Solutions Provider, such approval not to be unreasonably withheld or delayed, provided that such approval shall not be required in connection with a merger or acquisition of all or substantially all of the assets of the assigning company. Any purported assignment in violation of this Section shall be void.