This Document may exist in several languages, to the extent that if there are conflicts between this original and the translated version, this version in English shall prevail. These General Terms and Conditions shall govern iBinder’s and the Subscriber’s rights and obligations when using the services and material provided on iBinder.com. § 1 Definitions “Agreement”/ “The Agreement“ refers to the agreement regarding a Basic Subscription with a right to call off Products. “Basic Subscription” grants the Subscriber a non-exclusive, fixed-term right to use the content of iBinder.com in the Subscribers own business, excluding the Products. “Connection Point” refers to the point(s) where iBinder connects to the Service via a public electronic communication network, unless otherwise agreed between the Parties. “Franchisee” refers to a person carrying out business activities, who has been designated and commissioned by iBinder to resell iBinder’s products and services. “General Terms and Conditions” refers to the most recent version of these terms and conditions, unless otherwise stated. “iBinder” refers to iBinder AB (corporate identity number 556573- 1592) . “iBinder.com” refers to the website iBinder.com and its contents, as well as iBinder’s websites with national domains, e.g. iBinder.no, in the countries where iBinder is represented. “Party” refers to either iBinder or the Subscriber, collectively referred to as the “Parties”. “Product” refers to each individual product offered within iBinder.com against a fee, which may be called off by a holder of a Basic Subscription. “Product Agreement” is defined in Section § 2 (2) below. “Service” refers to the Basic Subscription and any called off Products. “Subscriber” refers to the Party that has entered into an Agreement with iBinder. A Subscriber cannot be a consumer as defined in the Swedish Consumer Services Act (1985:716). “Subscriber’s Data” refers to data, drawings or other information or documentation that the Subscriber uploads, stores, adjusts or otherwise processes within the Service. § 2 Licence By entering into the Agreement, the Subscriber obtains a Basic Subscription. When the Subscriber calls off a Product at iBinder.com, iBinder grants the Subscriber a non-exclusive, non-transferable, fixed-term licence to use the called off Product. A separate agreement to use a called off Product is referred to as a “Product Agreement”. These General Terms and Conditions shall, to the extent applicable, also apply to Product Agreements. If the Subscriber is invited in iBinder.com by another Subscriber to use a Product that the other Subscriber has a licence to use according to a Product Agreement, iBinder grants a non-exclusive, non-transferable, fixed-term licence to the invited Subscriber to use the Product referred to in the invitation. Such licence shall expire no later than the expiry of the underlying Product Agreement related to the Product in question. These General Terms and Conditions shall, to the extent applicable, govern the Subscriber’s licence to use the Product according to this paragraph. Nothing in these General Terms and Conditions shall remove or limit the Subscriber’s rights according to mandatory law in the country where the Subscriber has its registered office or domicile. If the Subscriber, through the Service, is granted access to the order procedures for the physical distribution of information, a separate distribution agreement shall be concluded between the Subscriber and the relevant photocopying company. iBinder shall not be liable for any agreements concluded between the Subscriber and such photocopying companies or for the performance under such agreements. § 3 The quality of the Service, etc. iBinder provides the Service at the Connection Point. iBinder undertakes to ensure that the Subscriber has access to the Service at the Connection Point and that the Service can be used for 24 hours a day with an availability of at least 99.5% on an annual basis, excluding planned downtime for system maintenance. Planned downtime shall take place during weekends from 00.00–24.00 CET and on business days from 20.00–06.00 CET. iBinder shall notify the Subscriber of any planned downtime no later than two weeks prior to such planned downtime, by posting a notice on the iBinder.com log-in page. Planned downtime of the Service may occur up to twelve times a year, and no instance of planned downtime shall exceed six hours. Unplanned downtime refers to interruptions where the Service is unavailable to the Subscriber and these have not been anticipated and notified in advance by iBinder. iBinder shall always, without delay, have the right to undertake any action required for operational or security reasons. In the event of a defect in the Service, iBinder shall, if possible, rectify the defect with the speed justified by the circumstances. If the Subscriber is unable to use material aspects of the Service due to a defect, the Subscriber shall also be entitled to a reasonable price reduction for a period starting from the time when the defect was notified, and during the time the defect remains. iBinder shall only be liable for defects according to this paragraph if the Subscriber notifies iBinder of the defect within a reasonable period after the defect was detected by the Subscriber. Unless otherwise stated in the Agreement or Product Agreements, iBinder’s liability for defects and the failure to meet the agreed service levels shall not apply to defects and failures caused by the following circumstances: a. Circumstances for which the Subscriber is responsible according to the Agreement or Product Agreements; b. Circumstances that fall outside iBinder’s area of responsibility in relation to the Service; and c. Viruses and other security-related attacks, provided that iBinder has taken precautions in accordance with agreed requirements or, in the absence of such requirements, that iBinder has taken precautions in a professional manner. § 4 The Subscriber’s Data In the relationship between the Subscriber and iBinder, the Subscriber retains all rights to the Subscriber’s Data. iBinder agrees to take all necessary precautions to maintain a high level of security to prevent attempts at unauthorised access, whereby someone attempts to gain access to or alter, delete or amend the Subscriber’s Data. iBinder shall ensure that the Subscriber’s Data is backed up at least once every 24 hours and that such backup copies are stored in a safe and secure manner. iBinder does not assume any liability for the Subscriber’s Data. iBinder and subcontractors may only use the Subscriber’s Data for purposes relating to the provision of the Service, unless required by law. If law enforcement requires access to Subscriber’s Data, iBinder will in the first case refer them to request the data directly from the Subscriber. iBinder has the right to delete the Subscriber’s Data: (1) After the Product Agreement has expired; (2) In the event the Subscriber does not make payments in accordance with the Agreement or Product Agreements; (3) In the event that iBinder finds or has reasonable cause to believe that the Subscriber has treated information in a way that constitutes an infringement of copyright or intellectual property rights or may otherwise be regarded as irresponsible or unethical; or (4) If the Subscriber in any other way than as described in (3) above fails to comply with applicable Swedish and/or international legislation with regard to information that has been processed in any way within the Service or at iBinder.com. iBinder has the right to transfer information from iBinder.com to another data medium for technical reasons. Backed up information may be retrieved upon the Subscriber’s request, in which case such retrieval will be charged according to the applicable price list or as otherwise agreed between the Parties § 5 Confidentiality and the processing of personal data Each Party (the “Receiving Party”) undertakes, without limitation in time, not to disclose to any third party any confidential information obtained from the other Party (the “Disclosing Party”). iBinder undertakes to only use confidential information for the sole purpose of providing the Service. iBinder further undertakes to ensure that its employees and subcontractors only gain access to confidential information to the extent necessary for iBinder or the subcontractor to perform its obligations under the Agreement, the Product Agreements and applicable legislation. Confidential information refers to every item of information, including the Subscriber’s Data, whether technical, commercial or of any other kind, with the exception of: (1) Information that is publicly known or which becomes public knowledge in any other way than through the Receiving Party’s breach of this confidentiality undertaking; (2) Information that the Receiving Party can show that it already knew before receiving it from the Disclosing Party; (3) Information that the Receiving Party has received or may receive from a third party without being bound by a duty of confidentiality with regard to such third party; and (4) Information that the Receiving Party is obliged under mandatory law to divulge to public authorities and other public bodies In cases referred to in (3) above, the Receiving Party does not have the right, however, to disclose to third parties that the same information has also been received from the Disclosing Party. Unless prohibited by law, the Receiving Party shall notify the Disclosing Party of any legally binding request to disclose confidential information held by the Receiving Party. The Receiving Party may also not hand over documentation or information on media provided by the Disclosing Party that contains or may divulge confidential information. The Receiving Party shall ensure that any individuals or subcontractors who may be assumed to come into contact with confidential information are bound to keep such information confidential, to the same extent as the Receiving Party is bound according to the Agreement and Product Agreements. iBinder will process such personal data regarding the Subscriber that is necessary for iBinder to perform its undertakings according to the Agreement (e.g. name, address, telephone number, position etc.). This personal data will be processed by iBinder in the capacity of data controller in accordance with iBinder’s Privacy Policy. iBinder has the right to change identification codes and other user-related information if iBinder finds it necessary for operational or security reasons. If personal data is processed within the scope of the Service under a Product Agreement, the Subscriber will be the data controller and iBinder a data processor for such processing. iBinder undertakes to only process such personal data on the Subscriber’s behalf in accordance with the Product Agreement and Appendix 1 to these General Terms and Conditions (Data Processing Agreement) unless otherwise agreed between iBinder and the Subscriber in writing. Appendix 1 to these General Terms and Conditions (Data Processing Agreement) will only apply to a Subscriber that has entered into a Product Agreement with iBinder unless otherwise agreed between iBinder and the Subscriber in writing. § 6 The Subscriber’s undertakings The Subscriber is responsible for the communication between the Subscriber and the Connection Point and for obtaining any equipment and software required for using the Service, as stated by iBinder on iBinder.com or otherwise in writing. When using the Service, the Subscriber undertakes to fully comply with applicable Swedish and international legislation, in particular with regard to any information that is sent, stored, communicated or otherwise processed within the Service and on iBinder.com. The Subscriber shall ensure that its processing of information does not infringe any third party’s rights under the Swedish Act on Copyright in Literary and Artistic Works (1960:729) or other corresponding acts under any national laws. If the Subscriber uses software, presentations, drawings or other works to which the Subscriber obtained access through the Service, the Subscriber is responsible for ensuring that it has the right to use such works. The Subscriber must not divulge its user name or identification code or in any other way make the Service available to a third party, unless such possibility is provided for in a specific Product. The Subscriber shall be liable for every action undertaken in the Service and on iBinder.com using the Subscriber’s user name and identification code. The Subscriber shall be obliged to ensure that data files and other information communicated to and within the Service are free of viruses and other defects that may affect the functioning or performance of the Service. If the Subscriber’s data files or other information are found to disrupt the functioning or performance of the Service, iBinder may suspend the Subscriber until the cause of the disruption has been eliminated. The Subscriber is responsible for its own access to any hardware and software required for using the Service. § 7 Fees, payments and audits The Subscriber shall not pay any fee for the Basic Subscription. The Subscriber shall pay iBinder, or a master franchisee designated by iBinder, a fee for the license to use the Products according to the price list as applicable from time to time, unless otherwise agreed in writing between the Parties or between the Subscriber and the Franchisee. Any fee increase shall be notified via iBinder.com or in any other way that makes it clear to the Subscriber, at least 30 calendar days prior to the new fee coming into effect. Unless otherwise agreed between the parties, all fees for the Product shall be invoiced and paid monthly in advance, except with regard to Subscribers with annual subscriptions. Complaints regarding invoices will only be considered if they are made by the Subscriber no later than 10 calendar days from the invoice date. The terms of payment are 30 calendar days. iBinder may, however, change the terms of payment stated above if such a change is justified by the Subscriber’s financial circumstances. Penalty interest will be charged from the due date and shall correspond to the reference rate as applicable from time to time with a supplement of eight percentage points. iBinder has the right to charge a special fee for invoicing and payment reminders. iBinder has the right to suspend a Subscriber from the Service if the Subscriber, despite a written payment reminder, omits to pay an overdue amount to iBinder or a master franchisee. A Subscriber who, after suspension, pays the overdue amount and regains access to the Service shall pay a reopening fee to iBinder. Such reopening fee shall never exceed the Subscriber’s monthly fee as applicable from time to time. iBinder has the right to terminate the Agreement and all Product Agreements with immediate effect if the Subscriber is repeatedly in default with payment or if payment is delayed by more than 15 days at any one time. Furthermore, iBinder is entitled to damages for any loss iBinder may have incurred through the Subscriber’s delay. iBinder has the right to conduct an audit if necessary to verify that the information provided by the Subscriber as a basis for the pricing of the Service is correct, or if there is reason to believe that this information has changed. In the event of an audit, iBinder shall have the right to obtain assistance from external auditor. Audits may be performed during the term of the Agreement as well as during a period of 12 months after the Agreement has expired. iBinder shall bear the cost of the audit if the Subscriber’information proves to be correct. If the information is incorrect, the Subscriber shall bear the cost. Upon request, the Subscriber shall immediately provide any documents and information required by iBinder for the audit § 8 Intellectual property rights 2018 05 25 Unless otherwise set forth in these General Terms and Conditions, nothing in the Agreement, these General Terms and Conditions or any other documentation between the Parties shall be considered to constitute a transfer of intellectual property rights between the Parties. iBinder and certain third parties hold the copyright and all other intellectual property rights, including the know-how, to all software, databases and other products and works to which the Subscriber receives access through the Service, iBinder. com or the Agreement. The Subscriber’s use of the Service shall not confer upon iBinder any intellectual property rights or other rights to drawings, descriptions and other documentation stored by the Subscriber within the Service. iBinder is responsible for ensuring that the Subscriber’s use of the Service does not infringe any other party’s intellectual property rights. iBinder undertakes, at its own expense, to defend the Subscriber if claims are made or actions brought against the Subscriber for infringement of a third party’s rights with regard to the Subscriber’s use of the Service. Furthermore, iBinder undertakes to indemnify the Subscriber for any costs and damages that the Subscriber may be obliged to pay due to a settlement or judgment. iBinder’s undertaking shall only apply on the condition that the Subscriber notifies iBinder of any claims made or action brought within a reasonable period of time and if iBinder has the sole right to decide on the defence against such action and to negotiate arrangements or settlements. Notwithstanding what otherwise is stated in these General Terms and Conditions, iBinder shall not be held liable for the Subscriber’s Data or the Subscriber’s use or other processing of such data in contravention of the Swedish Act on Copyright to Literary and Artistic Works (1960:729) or other corresponding local legislation that is applicable. iBinder’s provision of the Service shall not be construed as making the Subscriber’s Data available in accordance with Section 3 of the Swedish Act on Copyright to Literary and Artistic Works (1960:729) or the corresponding legislation of another country. The Subscriber undertakes to defend iBinder at its own expense if claims are made or actions are brought against iBinder for infringement of a third party’s rights regarding the use of the Subscriber’s Data or other information that is stored or otherwise used by the Subscriber within the Service. The Subscriber further undertakes to indemnify iBinder for any costs and damages that iBinder may be obliged to pay due to a settlement or a judgment. The Subscriber’s undertakings shall only apply on condition that iBinder notifies the Subscriber within a reasonable period of time of any claims made or actions brought and that the Subscriber has the sole right to decide on the defence against such actions and to negotiate arrangements or settlements. § 9 iBinder’s right to suspend the Service iBinder has an unlimited right to suspend the Subscriber immediately from continued use of the Service or terminate the Agreement with immediate effect if the Subscriber: (1) within the Service, processes information in a way that infringes another party’s copyright or other rights in contravention of applicable legislation or is otherwise found to be unethical or immoral; or (2) without authorisation attempts to destroy, distort or gain unauthorised access to information within the Service. Furthermore, iBinder shall be entitled to damages and compensation for damage, including compensation for loss of goodwill, caused by the Subscriber’s action according to items (1)–(2). § 10 Limitation of liability If a Party is prevented from fulfilling its undertakings in accordance with the Agreement or Product Agreements due to a circumstance outside a Party’s control, such as a stroke of lightning, a labour dispute, fire, a natural disaster, changed regulations by a public authority, intervention by a public authority, network or device failure external to our data centres, or defects or delays in services from subcontractors caused by any of the circumstances listed above, this shall constitute grounds for release which entail postponement of the time for performance as well as release from damages and any other consequences. If performance of the Service has been substantially prevented for a period exceeding two months due to circumstance listed above, a Party has the right to withdraw from the Agreement and all Product Agreements without liability to pay compensation. A Party that seeks relief according to this section shall notify the other Party without undue delay. A Party is not liable or otherwise responsible for indirect damages incurred by the other Party or any third party due to a Party’s breach of the Agreement or Product Agreements. A Party’s liability for damages is limited per calendar year to an aggregate amount of 15% of the fees paid by the Subscriber to iBinder or the Franchisee in the past 12 months. However, these provisions shall not apply if a Party is in breach of its obligations according to § 8 (intellectual property rights). § 11 Changes in the General Terms and Conditions and the Service, etc. iBinder has the right to alter iBinder.com and the Service in the form of updates. Such alterations that can be implemented without inconvenience to the Subscriber may be performed at any time. Other alterations shall be notified to the Subscriber within a reasonable period of time via iBinder. com or in any other way that makes it clear to the Subscriber. iBinder has the right to amend these General Terms and Conditions from time to time, unless otherwise agreed between the Parties. The Subscriber must be notified of any amendments to these General Terms and Conditions according to this Section § 11, either via iBinder.com or in any other way that makes it clear to the Subscriber. If the amendment to these General Terms and Conditions entails a material disadvantage to the Subscriber, the Subscriber has the right to terminate the Agreement with effect from the time when the amended General Terms and Conditions enter into force. In order for such termination to be valid, the Agreement must be terminated no later than the time when the relevant amendment comes into effect. The Subscriber must not transfer or assign the Agreement, wholly or in part, to another party without iBinder’s written consent. iBinder has the right to transfer or assign its rights according to the Agreement, wholly or in part, without the Subscriber’s consent. iBinder also has the right to transfer its obligations under the Agreement, either to another company that iBinder is a part of or to a third party, without the Subscriber’s consent, unless otherwise explicitly agreed in writing between the Parties. § 12 Term of Agreement, notice of termination, etc. Unless otherwise agreed, either Party may terminate the Agreement or a Product Agreement with one (1) month’s written notice. Either Party has the right to terminate the Agreement or Product Agreements if: a) the other Party is in material breach of its undertakings according to the Agreement or Product Agreements and does not rectify the breach within 15 days of a written notification addressed to the opposite Party with reference to this section; or b) the other Party has been declared bankrupt, initiated negotiations for a composition, is subject to a company reconstruction or is otherwise insolvent. iBinder may terminate the Agreement with 30 days’ notice if iBinder’s agreement with its main subcontractor for cloud services underlying the Service terminates. The terminating Party may terminate the Agreement or Product Agreements with effect from the date stated in the notice of termination, but no later than three months from the notice of termination. The notice of termination must be in writing to be valid. Unless otherwise agreed between the Parties, the Agreement and Product Agreements will expire automatically if the Subscriber is inactive for 12 months. iBinder will delete all information, including the Subscriber’s Data, no later than 6 months from the expiry of the Agreement and Product Agreements. As regards deletion of personal data that is processed by iBinder in the capacity as data processor to the Subscriber, Section 14 of Appendix 1 (Data Processing Agreement) will instead apply unless otherwise agreed between iBinder and the Subscriber in writing. § 13 Applicable law and dispute resolution The Agreement and these General Terms and Conditions shall be governed by Swedish law. Any dispute, controversy or claim arising out of or in connection with this Agreement or the Product Agreements, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm. However, iBinder shall always have the right to enforce overdue claims through the Swedish Enforcement Authority or in a general court of law.