Turnpike License Agreement
This Turnpike License Agreement (the “Agreement”) is between Customer and Turnpike and consists of these General Terms and the applicable Use Rights, and any additional terms Turnpike presents when an order is placed. This Agreement takes effect when the Customer accepts these General Terms. The individual who accepts these General Terms represents that he or she is authorized to enter into this Agreement on behalf of the Customer.
General Terms
These General Terms apply to all of Customer’s orders under this Agreement. Capitalized terms have the meanings given under “Definitions.”
License to use Turnpike Products
a. 	License grant. Products are licensed and not sold. Upon Turnpike’s acceptance of each order and subject to Customer’s compliance with this Agreement, Turnpike grants Customer a nonexclusive and limited license to use the Products ordered as provided in the applicable Use Rights and this Agreement. These licenses are solely for Customer’s own use and business purposes and are nontransferable except as expressly permitted under this Agreement or applicable law.
b. 	Duration of licenses. Licenses granted on a subscription basis are granted on a monthly subscription basis and will at the end of the first subscription period be automatically renewed with a monthly period until either party has terminated the subscription latest 3 months before the end of a subscription period.
c. 	Applicable Use Rights. For subscriptions, the Use Rights in effect at the start of each subscription period will apply. Customers with subscriptions for the Product may use new versions released during the subscription period subject to the Use Rights in effect when those versions are released. Turnpike may update the Use Rights periodically, but material adverse changes for a particular version will not apply during the applicable license, subscription, or billing period.
d. 	End Users. Customer will control access to and use of the Products by End Users and is responsible for any use of the Products that does not comply with this Agreement.
e. 	Affiliates. Customer may order Products for use by its Affiliates. If it does, the licenses granted to Customer under this Agreement will apply to such Affiliates, but Customer will have the sole right to enforce this Agreement against Turnpike. Customer will remain responsible for all obligations under this Agreement and for its Affiliates’ compliance with this Agreement.
f. 	Reservation of Rights. Turnpike reserves all rights not expressly granted in this Agreement. Products are protected by copyright and other intellectual property laws and international treaties. No rights will be granted or implied by waiver or estoppel. Rights to access or use a Product on a device do not give Customer any right to implement Turnpike patents or other Turnpike intellectual property in the device itself or in any other software or devices.
g. 	Restrictions. Except as expressly permitted in this Agreement or Product documentation, Customer must not (and is not licensed to):
(1) reverse engineer, decompile, or disassemble any Product, or attempt to do so;
(2) install or use non-Turnpike software or technology in any way that would subject Turnpike’s intellectual property or technology to any other license terms;
(3) work around any technical limitations in a Product or restrictions in Product documentation;
(4) separate and run parts of a Product on more than one device;
(5) upgrade or downgrade parts of a Product at different times;
(6) transfer parts of a Product separately; or
(7) distribute, sublicense, rent, lease, or lend any Products, in whole or in part, or use them to offer hosting services to a third party.
h. 	License transfers. Customer may only transfer fully-paid, perpetual licenses under this Agreement to (1) an Affiliate or (2) a third party solely in connection with the transfer of hardware to which, or employees to whom, the licenses have been assigned as part of (a) a divestiture of all or part of an Affiliate or (b) a merger involving Customer or an Affiliate. Upon such transfer, Customer must uninstall and discontinue using the licensed Product and render any copies unusable. Customer must notify Turnpike of a license transfer and provide the transferee a copy of these General Terms, the applicable Use Rights and any other documents necessary to show the scope, purpose and limitations of the licenses transferred. Nothing in this Agreement prohibits the transfer of Products to the extent allowed under applicable law if the distribution right has been exhausted.
Non-Turnpike Products.
Non-Turnpike Products are provided under separate terms by the Publishers of such products. Customer will have an opportunity to review those terms prior to placing an order for a Non-Turnpike Product. Turnpike is not a party to the terms between Customer and the Publisher. Turnpike may provide Customer’s contact information and transaction details to the Publisher. Turnpike makes no warranties and assumes no responsibility or liability whatsoever for Non-Turnpike Products. Customer is solely responsible for its use of any Non-Turnpike Product.
Verifying compliance.
Customer must keep records relating to Products it and its Affiliates use or distribute. At Turnpike’s expense, Turnpike may verify Customer’s and its Affiliates’ compliance with this Agreement at any time upon 30 days’ notice. To do so, Turnpike may engage an independent auditor (under nondisclosure obligations) or ask Customer to complete a self-audit process. Customer must promptly provide any information and documents that Turnpike or the auditor reasonably requests related to the verification and access to systems running the Products. If verification or self-audit reveals any unlicensed use, Customer must, within 30 days, order sufficient licenses to cover the period of its unlicensed use. Without limiting Turnpike’s other remedies, if unlicensed use is 5% or more of Customer’s total use of all Products, Customer must reimburse Turnpike for its costs incurred in verification and acquire sufficient licenses to cover its unlicensed use at 125% of the then-current Customer price or the maximum allowed under applicable law, if less. All information and reports related to the verification process will be Confidential Information and used solely to verify compliance.
Privacy.
a. 	EU Standard Contractual Clauses. To the extent applicable, the parties will abide by the requirements of European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention, and other processing of Personal Data from the European Economic Area and Switzerland. All transfers of Customer Data out of the European Union, European Economic Area, and Switzerland will be governed by the Standard Contractual Clauses, as designated by the European Commission. 
 b. 	Personal Data. Customer consents to the processing of Personal Data by Turnpike and its Affiliates, and their respective agents and Subcontractors, as provided in this Agreement. Before providing Personal Data to Turnpike, Customer will obtain all required consents from third parties (including Customer’s contacts, partners, distributors, administrators, and employees) under applicable privacy and Data Protection Laws. 
 c. 	Processing of Personal Data; GDPR. To the extent Turnpike is a processor or subprocessor of Personal Data subject to the GDPR, the Standard Contractual Clauses govern that processing and the parties also agree to the following terms in this subsection (“Processing of Personal Data; GDPR”): 
(1) Processor and Controller Roles and Responsibilities. Customer and Turnpike agree that Customer is the controller of Personal Data and Turnpike is the processor of such data, except when (a) Customer acts as a processor of Personal Data, in which case Turnpike is a subprocessor or (b) stated otherwise in any Product-specific terms. Turnpike will process Personal Data only on documented instructions from Customer. In any instance where the GDPR applies and Customer is a processor, Customer warrants to Turnpike that Customer’s instructions, including appointment of Processor as a processor or subprocessor, have been authorized by the relevant controller. 
(2) Processing Details. The parties acknowledge and agree that: 
(A) the subject-matter of the processing is limited to Personal Data within the scope of the GDPR; 
(B) the duration of the processing will be for the duration of the Customer’s right to use the Product and until all Personal Data is deleted or returned in accordance with Customer instructions or the terms of this Agreement; 
(C) the nature and purpose of the processing will be to provide the Product pursuant to this Agreement; 
(D) the types of Personal Data processed by the Product include those expressly identified in Article 4 of the GDPR; and 
(E) the categories of data subjects are Customer’s representatives and end users, such as employees, contractors, collaborators, and customers, and other data subjects whose Personal Data is contained within any data made available to Turnpike by Customer. 
(3) Data Subject Rights; Assistance with Requests. Turnpike will make information available to Customer in a manner consistent with the functionality of the Product and Turnpike’s role as a processor of Personal Data of data subjects and the ability to fulfill data subject requests to exercise their rights under the GDPR. Turnpike will comply with reasonable requests by Customer to assist with Customer’s response to such a data subject request. If Turnpike receives a request from Customer’s data subject to exercise one or more of its rights under the GDPR in connection with a Product for which Turnpike is a data processor or subprocessor, Turnpike will redirect the data subject to make its request directly to Customer. Customer will be responsible for responding to any such request including, where necessary, by using the functionality of the Product. Turnpike will comply with reasonable requests by Customer to assist with Customer’s response to such a data subject request. 
(4) Use of Subprocessors. Customer consents to Turnpike using the subprocessors listed at the applicable Turnpike URL or as otherwise communicated to Customer. Turnpike remains responsible for its subprocessors’ compliance with the obligations herein. Turnpike may update its list of subprocessors from time to time, by providing Customer at least 14-days notice before providing any new subprocessor with access to Personal Data. If Customer does not approve of any such changes, Customer may terminate any subscription for the affected Product without penalty by providing, prior to expiration of the notice period, written notice of termination that includes an explanation of the grounds for non-approval. 
(5) Records of Processing Activities. Turnpike will maintain all records required by Article 30(2) of the GDPR and, to the extent applicable to the processing of Personal Data on behalf of Customer, make them available to Customer upon request.
Confidentiality.
a. 	Confidential Information. “Confidential Information” is non-public information that is designated “confidential” or that a reasonable person should understand is confidential, including, but not limited to, Customer Data, the terms of this Agreement, and Customer’s account authentication credentials. Confidential Information does not include information that (1) becomes publicly available without a breach of a confidentiality obligation; (2) the receiving party received lawfully from another source without a confidentiality obligation; (3) is independently developed; or (4) is a comment or suggestion volunteered about the other party’s business, products or services.
b. Protection of Confidential Information. Each party will take reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the parties’ business relationship. Neither party will disclose Confidential Information to third parties, except to its Representatives, and then only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.
c. 	Disclosure required by law. A party may disclose the other’s Confidential Information if required by law, but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order.
d. 	Residual information. Neither party is required to restrict work assignments of its Representatives who have had access to Confidential Information. Each party agrees that the use of information retained in Representatives’ unaided memories in the development or deployment of the parties’ respective products or services does not create liability under this Agreement or trade secret law, and each party agrees to limit what it discloses to the other accordingly.
e. 	Duration of Confidentiality obligation. These obligations apply (1) for Customer Data, until it is deleted from the Online Services; and (2) for all other Confidential Information, for a period of five years after a party receives the Confidential Information.
Product warranties.
a. 	Limited warranties and remedies. Turnpike warrants that the Product version that is current at the time will perform substantially as described in the applicable Product documentation for one year from the date Customer acquires a license for that version. If it does not, and Customer notifies Turnpike within the warranty term, Turnpike will, at its option, (a) return the price Customer paid for the Software license or (b) repair or replace the Product.
The remedies above are Customer’s sole remedies for breach of the warranties in this section. Customer waives any warranty claims not made during the warranty period.
b. 	Exclusions. The warranties in this Agreement do not apply to problems caused by accident, abuse, or use inconsistent with this Agreement, including failure to meet minimum system requirements. These warranties do not apply to free, trial, preview, or prerelease products, or to components of Products that Customer is permitted to redistribute.
c. 	Disclaimer. Except for the limited warranties above and subject to applicable law, Turnpike provides no other warranties or conditions for Products and disclaims any other express, implied or statutory warranties for Products, including warranties of quality, title, non-infringement, merchantability, and fitness for a particular purpose.
Defense of third-party claims.
The parties will defend each other against the third-party claims described in this section and will pay the amount of any resulting adverse final judgment or approved settlement, but only if the defending party is promptly notified in writing of the claim and has the right to control the defense and any settlement of it. The party being defended must provide the defending party with all requested assistance, information, and authority. The defending party will reimburse the other party for reasonable out-of-pocket expenses it incurs in providing assistance. This section describes the parties’ sole remedies and entire liability for such claims.
a. 	By Turnpike. Turnpike will defend Customer against any third-party claim to the extent it alleges that a Product made available by Turnpike for a fee and used within the scope of the license granted under this Agreement (unmodified from the form provided by Turnpike and not combined with anything else), misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party. If Turnpike is unable to resolve a claim of misappropriation or infringement, it may, at its option, either (1) modify or replace the Product with a functional equivalent or (2) terminate Customer’s license and refund any license fees (less depreciation for perpetual licenses), including amounts paid in advance for unused consumption for any usage period after the termination date. Turnpike will not be liable for any claims or damages due to Customer’s continued use of a Product after being notified to stop due to a third-party claim.
b. 	By Customer. To the extent permitted by applicable law, Customer will defend Turnpike and its Affiliates against any third-party claim to the extent it alleges that: (1) any Customer Data or Non-Turnpike Product hosted in an online Service by Turnpike on Customer's behalf misappropriates a trade secret or directly infringes a patent, copyright, trademark, or other proprietary right of a third party; or (2) Customer’s use of any Product, alone or in combination with anything else, violates the law or harms a third party.
Limitation of liability.
For each Product, each party’s maximum, aggregate liability to the other under this Agreement is limited to direct damages finally awarded in an amount not to exceed the amounts Customer was required to pay for the Products during the term of the applicable licenses, subject to the following:
a. 	Subscriptions. For Products ordered on a subscription basis, Turnpike’s maximum liability to Customer for any incident giving rise to a claim will not exceed the amount Customer paid for the Product during the 12 months before the incident.
b. 	Free Products and distributable code. For Products provided free of charge and code that Customer is authorized to redistribute to third parties without separate payment to Turnpike, Turnpike’s liability is limited to direct damages finally awarded up to SEK 50.000.
c. 	Exclusions. In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, or loss of use, loss of profits, or interruption of business, however caused or on any theory of liability.
d. 	Exceptions. No limitation or exclusions will apply to liability arising out of either party’s (1) confidentiality obligations (except for liability related to Customer Data, which will remain subject to the limitations and exclusions above); (2) defense obligations; or (3) violation of the other party’s intellectual property rights.
Pricing and payment.
Pricing and payment terms related to orders placed by Customer directly with Turnpike are set by Turnpike, and Customer will pay the amount due as described in this section. 
a. 	Payment method. Customer must provide a payment method or, if eligible, choose to be invoiced for purchases made on its account. By providing Turnpike with a payment method, Customer (1) consents to Turnpike’s use of account information regarding the selected payment method provided by the issuing bank or applicable payment network; (2) represents that it is authorized to use that payment method and that any payment information it provides is true and accurate; (3) represents that the payment method was established and is used primarily for commercial purposes and not for personal, family or household use; and (4) authorizes Turnpike to charge Customer using that payment method for orders under this Agreement.
b. 	Invoices. Turnpike may invoice eligible Customers. Customer’s ability to elect payment by invoice is subject to Turnpike’s approval of Customer’s financial condition. Customer authorizes Turnpike to obtain information about Customer’s financial condition, which may include credit reports, to assess Customer’s eligibility for invoicing. Unless the Customer’s financial statements are publicly available, Customer may be required to provide their balance sheet, profit and loss and cash flow statements to Turnpike. Customer may be required to provide security in a form acceptable to Turnpike to be eligible for invoicing. Turnpike may withdraw Customer’s eligibility at any time and for any reason. Customer must promptly notify Turnpike of any changes in its company name or location and of any significant changes in the ownership, structure, or operational activities of the organization.
c. 	Invoice Payment terms. Each invoice will identify the amounts payable by Customer to Turnpike for the period corresponding to the invoice. Customer will pay all amounts due within thirty (30) calendar days following the invoice date.
d. 	Late Payment. Turnpike may, at its option, assess a late fee on any late payments to Turnpike in accordance with the interest law.
e. 	Cancellation fee. If a subscription permits early termination and Customer cancels the subscription before the end of the subscription or billing period, Customer may be charged a cancellation fee.
f. 	Recurring Payments. For subscriptions that renew automatically, Customer authorizes Turnpike to charge Customer’s payment method periodically for each subscription or billing period until the subscription is terminated. By authorizing recurring payments, Customer authorizes Turnpike to process such payments as either electronic debits or fund transfers, or as electronic drafts from the designated bank account (in the case of Automated Clearing House or similar debits), as charges to the designated card account (in the case of credit card or similar payments) (collectively, “Electronic Payments”). If any payment is returned unpaid or if any credit card or similar transaction is rejected or denied, Turnpike or its service providers reserve the right to collect any applicable return item, rejection or insufficient funds fee to the maximum extent permitted by applicable law and to process any such fees as an Electronic Payment or to invoice Customer for the amount due.
g. 	Taxes. Turnpike prices exclude applicable taxes unless identified as tax inclusive. If any amounts are to be paid to Turnpike, Customer shall also pay any applicable value added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges, or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this Agreement and that Turnpike is permitted to collect from Customer. Customer shall be responsible for any applicable stamp taxes and for all other taxes that it is legally obligated to pay including any taxes that arise on the distribution or provision of Products by Customer to its Affiliates. Turnpike shall be responsible for all taxes based upon its net income, gross receipts taxes imposed in lieu of taxes on income or profits, and taxes on its property ownership. If any taxes are required to be withheld on payments invoiced by Turnpike, Customer may deduct such taxes from the amount owed and pay them to the appropriate taxing authority, but only if Customer promptly provides Turnpike an official receipt for those withholdings and other documents reasonably requested to allow Turnpike to claim a foreign tax credit or refund. Customer will ensure that any taxes withheld are minimized to the extent possible under applicable law.
Term and termination.
a. 	Term. This Agreement is effective until terminated by a party, as described below.
b. 	Termination without cause. Either party may terminate this Agreement without cause on 60 days’ notice. Termination without cause will not affect Customer’s perpetual licenses, and licenses granted on a subscription basis will continue for the duration of the subscription period(s), subject to the terms of this Agreement.
c. 	Termination for cause. Without limiting other remedies it may have, either party may terminate this Agreement on 30 days’ notice for material breach if the other party fails to cure the breach within the 30-day notice period. Upon such termination, the following will apply:
(1) All licenses granted under this Agreement will terminate immediately.
(2) All amounts due under any unpaid invoices shall become due and payable immediately.
(3) If Turnpike is in breach, Customer will receive a credit for any subscription fees, including amounts paid in advance for unused consumption for any usage period after the termination date.
d. 	Suspension. Turnpike may suspend use of a Product without terminating this Agreement during any period of material breach. Turnpike will give Customer notice before suspending a Product when reasonable.
e. 	Termination for regulatory reasons. Turnpike may modify, discontinue, or terminate a Product in any country or jurisdiction where there is any current or future government regulation, obligation, or other requirement, that (1) is not generally applicable to businesses operating there; (2) presents a hardship for Turnpike to continue offering the Product without modification; or (3) causes Turnpike to believe these terms or the Product may conflict with any such regulation, obligation, or requirement. If Turnpike terminates a subscription for regulatory reasons, Customer will receive, as its sole remedy, a credit for any subscription fees, including amounts paid in advance for unused consumption for any usage period after the termination date.
Miscellaneous.
a. 	Independent contractors. The parties are independent contractors. Customer and Turnpike each may develop products independently without using the other’s Confidential Information.
b. 	Agreement not exclusive. Customer is free to enter into agreements to license, use, and promote the products and services of others.
c. 	Amendments. Turnpike may modify this Agreement from time to time. Changes to the Use Rights will apply as provided in this Agreement. Changes to other terms will not apply until Customer accepts them. Turnpike may require Customer to accept revised or additional terms before processing a new order. Any additional or conflicting terms and conditions contained in a purchase order or otherwise presented by Customer are expressly rejected and will not apply.
d. 	Assignment. Either party may assign this Agreement to an Affiliate, but it must notify the other party in writing of the assignment. Customer consents to the assignment to an Affiliate or third party, without prior notice, of any rights Turnpike may have under this Agreement to receive payment and enforce Customer's payment obligations, and all assignees may further assign such rights without further consent. Any other proposed assignment of this Agreement must be approved by the non-assigning party in writing. Assignment will not relieve the assigning party of its obligations under the assigned Agreement. Any attempted assignment without required approval will be void.
e. 	Export. Products might be subject to export jurisdiction. Customer must comply with all applicable international and national laws, and end-user, end use and destination restrictions by and any governments related to Turnpike products, services, and technologies.
f. 	Severability. If any part of this Agreement is held to be unenforceable, the rest of the Agreement will remain in full force and effect.
g. 	Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver. Any waiver must be in writing and signed by the waiving party.
h. 	No third-party beneficiaries. This Agreement does not create any third-party beneficiary rights except as expressly provided by its terms.
i. 	Survival. All provisions survive termination of this Agreement except those requiring performance only during the term of the Agreement.
j. 	Notices. Notices must be in writing and will be treated as delivered on the date received at the address, date shown on the return receipt, email transmission date, or date on the courier. Notices to Turnpike must be sent to the following address:
Turnpike Group
Biblioteksgatan 3
111 46, Stockholm, Sweden
Notices to Customer will be sent to the individual at the address Customer identifies on its account as its contact for notices. Turnpike may send notices and other information to Customer by email or other electronic form.
k. 	Applicable law. This Agreement shall be governed by and construed in accordance with the laws of Sweden.
l. 	Dispute resolution. Any dispute, controversy or claim arising out of, or in connection with this Agreement, or the breach, termination or invalidity hereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of three arbitrators. The seat of the arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.
m. Order of precedence. These General Terms will take precedence over any conflicting terms in other documents that are part of this Agreement that are not expressly resolved in those documents, except that conflicting terms in the Use Rights take precedence over these General Terms as to the applicable Products. Terms in an amendment control over the amended document and any prior amendments concerning the same subject matter.
n. 	Turnpike Affiliates and contractors. Turnpike may perform its obligations under this Agreement through its Affiliates and use contractors to provide certain services. Turnpike remains responsible for their performance.
o. 	Government procurement rules. By accepting this agreement, Customer represents and warrants that (i) it has complied and will comply with all applicable government procurement laws and regulations; (ii) it is authorized to enter into this Agreement; and (iii) this Agreement satisfies all applicable procurement requirements.
Definitions.
“Administrator Data” means the information provided to Turnpike or its Affiliates during sign-up, purchase, or administration of Products.
“Affiliate” means any legal entity that controls, is controlled by, or is under common control with a party. “Control” means ownership of more than a 50% interest of voting securities in an entity or the power to direct the management and policies of an entity.
“Confidential Information” is defined in the “Confidentiality” section.
“Customer” means the entity identified as such on the account associated with this Agreement.
“Customer Data” means all data, including all text, sound, software, image or video files that are provided to Turnpike or its Affiliates by, or on behalf of, Customer and its Affiliates through use of Online Services.
“End User” means any person Customer permits to use a Product or access Customer Data. 
“Turnpike” means TRNPK Sweden AB.
“Non-Turnpike Product” means any third-party-branded software, data, service, website or product, unless incorporated by Turnpike in a Product.
“Online Services” means Turnpike-hosted services to which Customer subscribes under this Agreement. It does not include software and services provided under separate license terms.
“Personal Data” means any information relating to an identified or identifiable natural person.
“Product” means all Software and Online Services identified in the Product Terms that Turnpike offers under this Agreement, including previews, prerelease versions, updates, patches and bug fixes from Turnpike. Product availability may vary by region. “Product” does not include Non-Turnpike Products.
“Product Terms” means the document that provides information about Products available under this Agreement. The Product Terms document is published and is updated from time to time.
“Publisher” means a provider of a Non-Turnpike Product.
“Representatives” means a party’s employees, Affiliates, contractors, advisors and consultants.
“Software” means licensed copies of Turnpike software identified in the Product Terms. Software does not include Online Services, but Software may be part of an Online Service.
“use” means to copy, download, install, run, access, display, use or otherwise interact with.
“Use Rights” means the license terms and terms of service for each Product and updated from time to time. The Use Rights supersede the terms of any end user license agreement that accompanies a Product.