End Use License Agreement
of using twICEme mobile application
IMPORTANT-READ CAREFULLY: BY DOWNLOADING, INSTALLING, OR USING THESOFTWARE, YOU (THE PERSON, THE LEGAL ENTITY OR THE ORGANIZATION) ACCEPT THESOFTWARE AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT (THE“AGREEMENT”). READ IT CAREFULLY BEFORE INSTALLING OR USING THE SOFTWARE.
“Application” means the software provided by Twiceme Technology AB (the “Company”) to be used on devices with NFC hardware, including any upgrades or modifications thereof provided from time to time, which enables the use of the Application.
“Confidential Information” means any and every information, technical, commercial or whatever nature, whether written or oral, which given the nature of the information or the circumstances under which it was disclosed reasonably should be deemed as confidential, including but not limited to information relating to the Application, the Company’s business and/or the terms of this Agreement.
“Documentation” means any manuals and supporting documentation in electronic form provided by the Company.
2. The Service
Subject to your compliance to the Agreement, the Company will make the Application and Documentation available to you “as-is” and “as-available”, pursuant to the terms of this Agreement.
The Application is available to hand-held mobile devices running compatible operating systems. In order to use the Application, you are required to have a compatible mobile phone or hand-held device with NFC hardware/software and you are responsible for running updated software as well as updated versions of the Application to ensure functionality and availability.
In case you use a mobile provider to access and download the Application you acknowledge and agree that the terms of agreement with your respective mobile network provider (“Mobile Provider”) will apply when downloading the Application. As a result, you may be charged by the Mobile Provider for access to network connection services for the duration of the connection while downloading the Application and you accept responsibility for any such third-party charges that arise.
The Company does not take any responsibility whatsoever, regardless of the cause, for any unavailability of the Application, or any difficulty or inability to access content, or any other communication system failure which may result in the Application not having full functionality.
You acknowledge and agree that unavailability and/or loss of functionality can cause the Application to fail in its entire purpose, for example making it impossible to transfer or for a third-party to access data from the Application, and you take the entire risk and full responsibility for your use of the Application and any consequences thereof.
The Company may, in its sole discretion, upgrade the Application from time to time in order to add, remove or change functionality of the Application.
3. Conditions of use
You will not, and will not permit any third party to: (a) sell, lease, license, distribute, sublicense or otherwise transfer in whole or in part the Application or Documentation to any third party, (b) decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from the Application, in whole or in part, (c) copy the Application or Documentation, (d) create, develop, license, install, use, or deploy any software or services to circumvent, enable, modify or provide access, permissions or rights which violate the technical restrictions of the Application; (e) translate, modify or create derivative works based upon the Application, (f) remove any product identification, proprietary, copyright or other notices contained in the Application, or (g) operate the Application on behalf of or for the benefit of any third party, including the operation of any service that is accessed by a third party.
The Application is currently made available to you free of charge for your personal, non-commercial use. The Company reserves the right to amend or withdraw the Application or charge for the Application or service provided to you, at any time and for any reason.
4. Ownership and license grant
The Application and Documentation, all copies and portions thereof, and all improvements, enhancements, modifications and derivative works thereof, are and shall remain the sole and exclusive property of the Company and its licensors, including any and all Intellectual Property Rights therein. Your right to use the Application and Documentation shall be limited to those expressly granted in this Agreement. No other rights with respect to the Application or Documentation, or any related Intellectual Property Rights are implied and you are not authorized to use the Application, Documentation or any portion thereof except as expressly stated in this Agreement.
Subject to your compliance to the Agreement, the Company hereby grants you a worldwide, non-exclusive, royalty-free, limited and revocable license to use the Application and Documentation, in executable form only, for your personal use in accordance with these Terms and conditions.
THE APPLICATION AND DOCUMENTATION ARE PROVIDED “AS-IS” AND “AS AVAILABLE”, AND THE COMPANY DISCLAIMS ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, WHETHER EXPRESSED, IMPLIED, STATUTORY, OR OTHERWISE, AND THE COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
6. Data protection
The Company will monitor your use in an anonymous way, by using a method that will not identify you as a person, in order to make the Application more user friendly. The Company does not and cannot, in any other way, monitor your access, save, record, transfer or in any other way process the data you process in your hand-held mobile device using the Application or the NFC hardware, including but not limited to personal data as defined in the EU Regulation 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.
You are solely responsible for the processing of your data within the Application and the Company can never be held responsible for the accuracy, legality, availability or usage of such data, for whatever purpose, and by accepting this Agreement and using the Application you are aware that the information you upload in the Application can be scanned at a close range with any smartphone by anyone at any time.
You are at all times responsible for all data submitted in the Application. Uploading personal data of a minor (meaning under 18 years old) shall always be done in the company or under the supervision of a legal guardian and the legal guarding is always responsible for the information uploaded.
The Company can never be held responsible for (i) any incorrect data submitted by you, or (ii) the transfer, or non-transfer, of data from the Application to another person or user.
You acknowledge and agree that by uploading your data, it can be made available from a short distance to anyone, anywhere at any time with a smartphone. It can be made available to a person scanning your equipment and then transferred to a third party either copying, transfer by text message, or any other electronic transfer.
7. Limitation of liability
The Company shall not be liable for any direct damages or losses relating to the breach of the Agreement, provided that the damage has not been caused by the Company’s willful misconduct or gross negligence. In no event will the Company be liable for any indirect damages or losses, including but not limited to loss of profits, loss business opportunities, loss of use, loss of revenue, loss of goodwill, business interruption, loss of data, or any other indirect, incidental, punitive, special or consequential damages under any theory of liability, whether based in contract, tort, negligence, product liability, or otherwise. The foregoing limitations shall apply regardless of whether you have been advised of the possibility of such damages and regardless of whether any remedy fails of its essential purpose.
For the avoidance of doubt, the Company is not liable to you for any damage or alteration to your equipment, including but not limited to computer equipment and hand-held mobile devices, as a result of the installation or use of the Application.
8. Force Majeure
The Company shall never be held liable for any failure or delay in performance under this Agreement for causes beyond the Company’s reasonable control, including but not limited to, war, pandemic, or natural disaster (a “Force Majeure Event”).
9. Export Control
You acknowledge that the Application is of Swedish origin, is provided subject to the Swedish and U.S. Export Administration Regulations, and may be subject to the export control laws of other countries, and that diversion contrary to applicable export control laws is prohibited. You represent that (1) you are not, and are not acting on behalf of, (a) any person who is a citizen, national, or resident of, or who is controlled by the government of any country to which Sweden and/or U.S. has prohibited export transactions, or (b) any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List, and (2) you will not permit the Application to be used for, any purposes prohibited by law, including, any prohibited development, design, manufacture or production of missiles or nuclear, chemical or biological weapons.
The Application and Documentation are deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performing, displaying or disclosing of the Application and documentation by the U.S. Government shall be governed solely by the terms and conditions of this Agreement.
Any Confidential Information received by you shall be kept strictly confidential and you shall not disclose such Confidential Information to any third party without the Company’s prior written approval. You may only use the Confidential Information for the purpose of and in accordance with this Agreement.
The obligation of confidentiality set forth in this section shall apply during the term of this Agreement and for a period of three (3) years thereafter.
11. Governing Law and Jurisdiction
This Agreement and any dispute or claim arising out of or in relation to or in connection with it is governed by, and will be construed in accordance with, Swedish law, without regard to the conflicts of laws provisions therein, and without giving effect to the United Nations Convention on Contracts for the International Sale of Goods.
Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”).
The Rules for Expedited Arbitrations shall apply, 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, Sweden. The language to be used in the arbitral proceedings shall be Swedish.
The Company may terminate this Agreement and the provisioning of updates and support of the Application in its sole discretion, at any time and without giving notice.
The Company has the right to fully or partly transfer or assign its rights and obligations under this Agreement without your prior consent.
14. Entire Agreement
This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersede all previous or contemporaneous communications, representations, proposals, commitments, understandings and agreements, whether written or oral, between the parties. This Agreement may be amended by the Company from time to time without giving notice.