Precisely

Terms of Service

Please read these Terms of Service (the “Terms”) carefully before using the services provided through the website precisely.se, operated by Precisely AB (”Precisely, “we”, “us” or “our”), a company incorporated under the laws of Sweden. Your access to and use of our contract management platform (the “Platform”) is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use our Platform.

By accessing or using our Platform you agree to be bound by these Terms.

Please direct questions related to these Terms to legal@precisely.se.

1. DEFINITIONS AND INTERPRETATIONS

“Account” means, in these Terms, a personal password protected account used to identify specific Users during use of the Service.

“Content” means, in these Terms, all documents and all other information provided by a User to the Platform.

“Platform” means, in these Terms, the contract management platform provided by us at app.precisely.se.

“Site” means, in these Terms, the website precisely.se

“Service” means, in these Terms, access to and use of the Platform and/or the Site

”Precisely”, “we”, “us” or “our” refers to, in these Terms, Precisely AB, company registration no 556963-5286, a company registered under the laws of Sweden, with its registered office at Kungsportsavenyen 18, 411 36 Göteborg, Sweden.

“User” means, in these Terms, users of the Service.

“You” or “your” means, in these Terms, the legal entity executing these Terms.

The definitions above shall apply in these terms regardless if they are capitalized or not.

2. THE PLATFORM

The Platform is an interactive digital service for online drafting, controlling, signing, archiving and monitoring of legal documents. By providing the Platform we allow you to draft, revise and sign documents online.

3. PAYMENT

The fees applicable for the using the Platform (“Fees”) are available on the Site and/or in our then current published price list. The price stated for the Service excludes all taxes and charges, unless stated otherwise. You are responsible for any taxes and for all other charges (for example, data charges and currency exchange settlements). All prices are exclusive of taxes (sales or otherwise), which may or may not be added to the price, depending on your legal residence.

Payment shall always be made in advance for the entire term of Service, i.e. monthly or yearly, unless specifically agreed otherwise. You will pay the Fees in the currency we quoted for your Account. We reserve the right to change the quoted currency at any time.

We are entitled to adjust the prices for the Service from time to time. Adjusted prices shall take effect upon any subsequent term of Service. Payment shall be made by bank transfer to our bank account or via online payment at the Site as stipulated in the invoice, as noted on the Site or as otherwise instructed by us from time to time. We may do invoicing to the e-mail address given by the User.

We will of course notify you in advance, either through the Service or to the email address you have most recently provided to us, if we change the price of the Service. If there’s a specific length and price for your Service offer, that price will remain in force for that time. After the offer period ends, your use of the Service will be charged at the new price. If your Service is on a period basis (for example, monthly) with no specific length, we will notify you of any price change at least 30 days in advance. If you don’t agree to these changes, you must cancel and stop using the Service via filling out a form no later than fourteen (14) days prior to the conclusion of your current payment term, whether monthly, yearly, or otherwise.

In addition to any Fees, you may still incur charges incidental to using the Service, for example, charges for Internet access, data roaming, and other data transmission charges.

You must be authorized to use the payment method that you enter when you create a billing account. You authorize us to charge you for the Service using your payment method and for any paid feature of the Service that you choose to sign up for or use while these Terms are in force.

You must keep all information in your billing account current. You can access and modify your billing account information in your Account.

You may change your payment method at any time. If you tell us to stop using your payment method and we no longer receive payment from you for the paid Service, we may cancel that Service. Your notice to us will not affect charges we submit to your billing account before we reasonably could act on your request.

If you cancel, your Service ends at the end of your current Service period or, if we bill your account on a period basis, at the end of the period in which you canceled. If you fail to cancel as required, we will automatically renew the Service for the same term and will charge your payment information on file with us commencing on the first day of the renewal term. If we do not receive payment on the due date, your Account will be frozen, inaccessible, and all shared links will be turned off until all outstanding payments have been processed by us.

Unless we notify you otherwise, if you’re participating in any trial period offer, you must cancel the Service by the end of the trial period to avoid incurring new charges. If you do not cancel your Service and we have told you the Service will convert to a paid subscription at the end of the trial period, you authorize us to charge your payment method for the Service.

Except as prohibited by law, we may assess a late charge if you do not pay on time. You must pay these late charges when we bill you for them. The late charge will be the lesser of 1 percent of the unpaid amount each month or the maximum rate permitted by law. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur to collect any past due amounts, including reasonable attorneys’ fees and other legal fees and costs. We may suspend or cancel your Service if you fail to pay in full on time.

4. AMENDMENTS

We may, at any time and for any reason, amend these Terms by publishing the amended terms on the Site and send them to your registered email. All amended terms will automatically be effective [thirty (30)] days after they are initially published on precisely.se and sent to your registered email.

All new functionality and features introduced to the Platform will be subject to what is stipulated in these Terms.

5. CHANGES TO THE PLATFORM

We reserve the right to modify, suspend, and/or discontinue properties of the Platform at any time including, but not limited to, (i) functionality, (ii) features, and (iii) services, with or without notice.

All new functionality, features or services introduced to the Platform will be subject to what is stipulated in these Terms.

We will take reasonable efforts to keep the Platform operational and fully functional during changes described above.

6. CODE OF CONDUCT

You may use the Platform for lawful purposes only. You agree that when using the Platform or communicating via the Platform you may not use the Platform to post, transmit or otherwise distribute illegal material.

You further agree to the following:

– You shall not defame, abuse, harass, threaten or otherwise violate the legal rights of others or of any third party, including us,

– You shall not in any manner publish, post or – in any other way express – any material or information that is inappropriate, defamatory, infringing, obscene, pornographic, racist, terrorist, politically slanted, indecent or unlawful,

– You shall not contribute to destructive activities such as dissemination of viruses, spam or any other activity that might harm the Platform, its Users or us in any way,

If we find that you are violating these Terms or any other provisions set up by us or our affiliates, we reserve the right to suspend or revoke your access to the Platform.

We advise you to use the Platform carefully and to keep in mind that legal documents distributed by you or other users might be subject to non-disclosure provisions and/or contain trade secrets or other sensitive information.

7. CONTENT

The Platform includes functions for uploading, posting, linking and communicating and otherwise making Content available to others. You are at all times responsible for all distribution or other actions under your designated Account(s).

By uploading Content to the Platform you warrant that you are either the owner of the uploaded Content or that you hold a valid license to such Content from the appropriate rights holder and that the Content or your use of the Content is in no way a violation of any national or international legislation. We will not supervise whether any Content is lawfully uploaded or distributed through the Platform. If you have any complaints or other questions related to any Content, please contact legal@precisely.se.

By posting Content to the Platform you are aware that, depending on the settings of your Account(s), such Content might be shared with others.

We do not take any responsibilities for lost Content and we advise you to always keep your own backup of your Content.

We do not take any responsibility with regards to the validity of Content provided by you or any other user.

8. REGISTRATION AND ACCOUNTS

Only legal entities are allowed to register Accounts for the use of the Platform. By registering an Account on behalf of a legal entity the user warrant that such user have the legal capacity to enter into these Terms on the behalf of you and use the Platform as an Admin.

There are two different kinds of Accounts, the Admin Account and the User Account.

An Admin, who holds an Admin Account, is able to:

– use the functions of the Platform, including upload, draft, comment, revise, send and sign Content,

– create, designate and revoke others’ User Accounts,

– create and designate Admin Accounts to others

A user with a User Account is able to:

– use the functions of the Platform to the extent authorized by an Admin Account, e.g. upload, draft, comment, revise, send and sign Content

When you register yourself on the Platform you shall provide current, true and complete information requested in the registration form. You are responsible for keeping such information updated and complete.

You agree that you will be entirely responsible for any and all access or your use of the Platform under your Account(s) and that you are liable for all actions and activities conducted under your designated Account.

You are responsible for your users’ personal passwords and warrant to treat them as sensitive and confidential information. We further advice you to use personal passwords with sufficient password strength and to change the personal passwords at regular intervals to prevent unauthorized access.

We reserve the right to terminate any Account(s) if activities occur which constitutes or may constitute a violation of these Terms or of any applicable local or international laws, rules or regulations.

9. INTELLECTUAL PROPERTY

The Platform and its original content, features, functionality, and design elements are and will remain the exclusive property of Precisely and its licensors. Our intellectual property may not be used in connection with any product or Platform without the prior written consent of Precisely.

10. LIMITATION OF LIABILITY

The Platform is provided “as is” without warranties of any kind, whether expressed or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. We do not warrant that the Platform will meet your requirements or expectations of it or that the use of the Platform will be uninterrupted or free from errors.

We assume no responsibility for the content, privacy policies or practices of any third party web sites or services that may be reached by following links in the Platform. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, good or service available on or through any such web sites or services.

You also acknowledge and agree that any and all agreements between you and any other party is made on your own risk and that we are not responsible for any of your loss or damage in relation to such agreements.

Neither the templates provided, nor any Content, are intended as legal advice and we recommend third party supervision before using the documents for any purpose. We undertake no responsibility with concern to the legal outcome when using the Platform or Content.

We do not take any responsibility for storing or backup of the Content and other uploaded information, nor prior to or afterwards the signing of an agreement or other legal document.

11. INDEMNIFICATION

You shall indemnify us with respect to all direct liability, losses, damages, costs or expenses howsoever caused, arising out of, or in connection with any breach of these Terms.

12. CONFIDENTIALITY

We are not liable for any confidential information shared through the Platforms, provided that we have not been acting with gross negligence or intent.

13. DURATION AND TERMINATION

These Terms are considered to be in effect from the day you accept them, i.e. when you first access or use the Platform and cease to be in effect when you terminate your Account(s). Upon termination, your right to use the Platform will immediately cease.

14. SEVERABILITY

If any provision of these Terms between us and you is held to be invalid or unenforceable, such provision shall be limited, modified or severed to the minimum extent necessary to eliminate its invalidation or unenforceability so that these Terms otherwise remain in full force, effect and enforceable.

15. GOVERNING LAW

These Terms shall be construed in accordance with and governed by the laws of Sweden.

16. DISPUTES

Any dispute, controversy or claim arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, shall be settled under the exclusive jurisdiction of The District Court of Stockholm, Sweden.

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