Last updated 01.10.2020
These Terms of Service for ME Data (“Terms”) apply to the use of SafeSpot as described below (the “Service”), and constitute a contract between a company which shall receive and use the Service (the “Client”) and the Supplier providing the Service, ME Data, company reg .no. 922 142 009 (“ME Data” or the “Supplier”).
By signing up for an using the Service the Client agrees to these Terms and the Supplier’s Data Processing Agreement as attached and included in the Terms. The person signing up for the Client (as a company) undertakes to have the necessary authority to accept the Terms and enter into an agreement on behalf of the Client with ME Data. These Terms includes all information provided and accepted upon signing up for an agreement with ME Data and accepting these Terms.
2 The Service
The Service provided to the Client by the Supplier is a service collect data from employees, Customers or others (the ‘Users’) to provide insight to the Client.
The Service enables Users to self-report health issues, check-in on locations and/or share other data to the companies which have signed up for the Service. The Service provides the Client with such data at a specific or aggregated level depending on given service and privacy regulations for the Users.
By accepting the Terms and entering into an agreement with ME Data, the Client is entitled to use the Services upon the payment of the fees included in Section 2.2 below.
The use of the Service requires that the user has hardware, software, and an Internet connection to use the Service. The Service is solely web-based and may only be accessed throughout a web-browser.
The Client is responsible for the use of the Service as described in these Terms and otherwise as described in information in the Service or on the webpage of ME Data. The Client shall apply to all requirements regarding the Content and to oblige to and comply with all requirements for the processing of personal data as set forth in the Terms and in the Data Processing Agreement.
Where applicable, the “Supplier” shall also be understood as a reference to sub-contractors the Supplier may engage or otherwise cooperate with in connection with the Service. The Supplier however is responsible for all the parts of the Service provided by sub-contractors of the Supplier, but is not responsible for any third parties, such as the Internet-provider of the Client.
2.1 USE OF THE SERVICE
These terms govern the Client’s access to, and use of the Service, inclusive access and use of any information, text, graphics, or other materials sent, received, stored or otherwise appearing in the Service (the “Content”).
The Service will include personal data from employees of the Client and others (depending on how the Service is provided to the Client), i.e. the data subjects, and the Client shall comply with any and all regulation on the processing of personal data, including the personal data regulation in the country where the data subjects are resident or located, the country where the Client has its business and the General Data Protection Regulation (GDPR).
The Client shall have access to and be entitled to request or require transfer of or providing of personal data on employees of the Client or other persons which the Client has either directly or indirectly requested to provide data to the Service which have accepted the transfer of data to the Client. Such personal data shall only comprise non-health data and other special categories of personal data (if any).
The Client is aware that the information provided in the Services is information based on data provided by the Users. Any use or reliance on any Content or information received via the Service is at the Client’s own risk. The Supplier does not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or information received via the Service. Under no circumstances will the Supplier be liable in any way for any Content or information provided via the Service, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content generated or made available via the Service.
The Supplier gives the Client a limited, worldwide, royalty-free (other than included in the fee for the Service), non-assignable, non-sublicensable and non-exclusive license to use the software and any other intellectual property rights that are provided to the Client by the Supplier as part of the Service for the Client’s business use. This license is for the sole purpose of enabling the Client to use the Service as provided by the Supplier, subject to these Terms.
The Service may contain cryptographic functionality where the export of such could be restricted under applicable export control laws. The Client shall not export or re-export the Service or parts of it in violation of such laws or regulations.
2.2 FEES AND PAYMENT
Any fee for the use of the Service is presented when signing up on the Service which may include limits for usage of the Service.
When signing up for the Service, a fee for the term of the Service (see Section 2.3 below) is to be paid in advance. The Client will be charged for additional terms (as set forth in Section 2.3 below) prior to renewal of the term.
In the case payment is not received by the Supplier, the Client will be notified by email and/or as part of the service. The Supplier may suspend the Service by disabling or block access to the Service until payment of all fees are settled, and correct payment (inclusive any interests on delayed payment) has been received.
The Supplier reserves the right to make amendments to the fee for the Service upon any renewal of the Service. The Client shall be informed on any amendments to the fee prior to accepting the renewal.
If the Service is cancelled by the Client, the Client will have access to the Service for the remainder of the period the Client has paid for, see 2.3 below.
If payment is made by credit card, the payment process, including the processing and storing of credit card data, will be provided by a subcontractor of the Supplier as a payment provider and will be subject to the terms of the payment provider which are included in the payment process. By agreeing to these terms and continuing to operate as a Client of the Supplier, the Client agrees to be bound by the payment provider’s terms, as the same may be modified by the payment provider from time to time. As a condition of using the payment process, the Client agrees to provide the Supplier and/or the payment provider accurate and complete information about the Client and the Client’s business, and the Client authorizes the Supplier to share with the payment provider this information, including any transaction information, related to the Client’s use of the payment processing services provided by the payment provider.
All fees are stated exclusive of any applicable taxes, and the Client is required to pay any sales tax or similar taxes or duties, whether domestic or foreign, related to the transactions under these Terms and the agreement with the Supplier, other than taxes based on the income of the Supplier. The Client will pay all amounts due under these Terms in full without any set-off, counterclaim, deduction or withholding.
2.3 TERM AND TERMINATION
The term for providing the Service is 3 months (the “Initial Term”). Upon the expiry of the Initial Term, the term is automatically prolonged for an additional period of 1 month (the “Renewal Term”) if the Service is not terminated within one month prior to the expiry of the Initial Term. Upon the expiry of any Renewal Term, the Service will be automatically prolonged for a new Renewal Term if the Service is not terminated within one month prior to the expiry of the Renewal Term.
If the Client terminates the Service, the Client will have access to the Service for the remaining (pre-paid) period. The Supplier reserves the right to terminate the Service and the agreement with the Client with immediate effect upon written notice to the Client in case of a material breach of the Terms or violation of the restriction on Content or the use of the Service. The Client is not entitled to refunds upon termination due to breach on the part of the Client.
The Supplier reserve the right to suspend or terminate the Service in whole or part at any time, with or without cause, and with or without notice, without incurring liability of any kind if the Client’s use is not complying with the Terms, or if the Client uses the Service in any way that may cause us legal liability or disrupt others’ use of the Service or damage to the Supplier’s business or reputation, or for any other reason.
Upon any termination or expiration of this Terms, except as may be specified in the Terms, either party’s exercise of any remedy, including termination, is without prejudice to any other remedies it may have under the Terms, by law or otherwise.
2.4 PRIVACY AND PERSONAL DATA
When delivering the Service, the Supplier will collect and process personal data about the Client and the Client’s and any user’s use of the Service (such as users, accounts, usage, etc.).
ME Data will be the controller for personal data provided and processed from data subject to the Client (other than employees and others the Client invite to provide its data), and the Client will be the data controller and the Supplier the data processor with regard to the processing of personal data of the Client’s users, activities by using the Service etc. and personal data provided by employees and others the Client invites to provide its data.
All providing of health data is contingent of the data subjects consent, and the Supplier is not responsible for the data subject not willingly giving its contents (having the consequence that the Supplier is not being able to provide the data to the Client) or the data subjects withdrawal of the consent, of which the data must be withdrawn or deleted from the Service.
All processing of personal data by the Supplier will be subject to the Supplier’s Data Processing Agreement as attached and included in the Terms.
The Supplier may need to send the Client information about the Service inclusive additions to the Service and related services, such as important service announcements and administrative messages, by SMS, email or other means of electronic communication, by posting a notice on the website, or through any other relevant communication channels.
3 Marketing and Attribution
The Supplier can use Client’s logo, trademarks, and trade names in its marketing materials, including website, email, social media, and press releases. Supplier may use quotes provided by Client in marketing materials including website, email, social media, and press releases. Client will participate in a promotable case study, which will require minimal time from Client.
4 Intellectual Property Rights
All rights, title to and interest in the Service are and will remain the exclusive property of the Supplier. The Service and its content are protected by copyright and other intellectual property rights in the country the Supplier and the Client reside as well as in any other countries.
Except for the limited, non-exclusive, non-transferable and revocable license granted to the Client for the sole purpose of the Client’s use of the Service in compliance with the Terms, the Client is not granted any ownership of or license to any intellectual property rights in the Service or in the content owned by the Supplier or the Supplier’s subcontractors or any other partners that the Client access through the Service.
The trademarks, logos, domain names and any other similar signs or symbols which are displayed as part of the Service are the registered and unregistered marks of the Supplier. Nothing in the Terms grants the Client the right to use any such marks without the prior written consent by an authorized person at the Supplier.
5 Disclaimer of warranty
The Supplier provides the Service “as is”, and the Client acknowledges that the Service is not error-free. The Client uses it at the Client’s own risk and discretion as the Service will be continually developed, and the Client acknowledges that changes to functionality which the Client may be given notice of.
The Supplier makes no warranties, expressed or implied, with respect to the availability, merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, performance, and quality of the Service. The Supplier will from time to time have to carry out updates and maintenance of the Service, due to technical, security or operational reasons, during which time the Service might be unavailable. The Supplier will make reasonable efforts to arrange updates and maintenance outside of peak usage hours.
6 Limitation of Liability
The Supplier shall not be liable for any damages, whether arising under law, contract, warranty, indemnification, tort or otherwise, including, without limitation, incidental and consequential damages, loss of profits or business opportunities, or damages resulting from loss of data or loss of access to the Service. In any event, the Supplier’s total liability shall not exceed the amount paid by the Client for the Service during the last 12 months prior to the incident that causes the liability.
Each party (as “Receiving Party”) agrees that all business, technical and financial information it obtains from the disclosing party (“Disclosing Party”) constitutes the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. The Terms and any information provided when entering into the agreement between the Client and ME Data are deemed Confidential Information.
Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under the Terms. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 7 and that the Receiving Party remains responsible for compliance by any such representative with the terms of this Section 7.
The Receiving Party’s confidentiality obligations will not apply to information that the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation, or (d) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by Laws or court order, provided that (unless prohibited by Laws) the Receiving Party notifies the Disclosing Party in advance and cooperates to obtain confidential treatment.
The Supplier may, from time to time, change or modify the Terms or any of the terms and policies referenced in or incorporated by the Terms. The Client’s continued use of the Services, following notice of the changes to the Terms and policies upon duly notice to the Client, constitutes the Client’s acceptance of the amended Terms and policies.
9 Force majeure
Force Majeure means any circumstances beyond the reasonable control of either party, including, without limitation, fire, explosion, epidemics, strikes or other labour disputes, riots or other civil disturbances, voluntary or involuntary compliance with any law, order regulation, recommendation or request of any governmental authority, and errors or downtime in networks, power supply, gateway or similar failures of communication.
Neither party will have any liability, other than for the payment of money owing, for their failure to perform any of their contractual obligations arising out of or in connection with events of Force Majeure.
The Supplier is entitled, in whole or in part, to assign its rights and obligations under the Terms and any agreement or terms related hereto, such as the Data Processing Agreement, to a third party at its discretion.
11 Choice of Law and Dispute Resolution
The Terms shall be governed by and interpreted in accordance with Norwegian law. Any dispute, controversy or claim arising out of or in connection with the Terms shall be subject to the jurisdiction of the Norwegian courts with the district court of Trondheim, Norway as the legal venue.