Vyer - Digital property management system

Legal

Vyer's digital platform for property operation, management, and building information handling is provided to the Customer as a software as a service solution (SaaS) through Vyer's website and includes the non-downloadable software that the Customer can access through the website, as well as other software, functionality, and other services and products provided or made available to the Customer by Vyer from time to time (collectively referred to as the "Service"). You hereby confirm that you, as a representative of your employer or another legal entity (collectively "you" or "your"), have read and approve as well as undertake to follow these General Terms and Conditions and Vyer's policies applicable and made available from time to time (together with the Order Form, the "Agreement") and that you hereby enter into a legally binding agreement with Vyer Technologies AB ("Vyer"). The use of, and access to, the Service is subject to the provisions of this Agreement and, in the event you enter into this Agreement on behalf of your employer or another legal entity, you hereby guarantee that you have the authority and power to enter into this agreement on behalf of your employer or such other legal entity, which thereby becomes a party to this Agreement (the "Customer").

Vyer and the Customer are referred to in this Agreement individually as a "Party" and collectively as the "Parties".

1. Definitions

In this Agreement, the following terms and expressions shall have the meaning set forth below:

"General Terms and Conditions" means these general terms and conditions for the use of the Service;

"User" shall have the meaning set forth in Section 3;

"Agreement" means collectively these General Terms and Conditions, Vyer's policies applicable and made available from time to time regarding, for example, personal data processing, Order Forms as applicable, and any data processing agreement entered into between the parties;

"Contract Period" means the time period in an Order Form during which the Service is provided to the Customer;

"Order" means an order for a License to the Service through the Service, Vyer's website, through an Order Form, or in another manner provided by Vyer from time to time;

"Order Form" means an order form containing details of, and any special terms for, an Order as agreed between the Parties via the Service, Vyer's website, or in another manner provided by Vyer from time to time;

"Customer" means the legal entity that has entered into this Agreement;

"Customer Data" shall have the meaning set forth in Section 5;

"Confidential Information" shall have the meaning set forth in Section 10;

"License" shall have the meaning set forth in Section 4;

"License Fee" shall have the meaning set forth in Section 7;

"Organization Account" means the Customer's user account for the Service;

"Service" means collectively Vyer's software that the Customer can access through the website, as well as other software, functionality, and other services and products provided or made available to the Customer by Vyer from time to time; and

"Vyer" means Vyer Technologies AB.

2. Ordering

Vyer provides the Service and the rights in the Agreement are given in accordance with an order for the Service that the Customer makes to Vyer ("Order"). A Customer holding a License can make Orders and expand and/or change its License. Each Order shall be made via the Service, Vyer's website, or via a separate order form ("Order Form"). In case of conflict between these General Terms and Conditions and an Order Form, the provisions of the Order Form shall take precedence.

3. Customer's Account

Organization Account

The Customer uses the Service through an organization account ("Organization Account"). The Customer can have multiple users via the Service who have access to the Organization Account and who thereby can utilize the Service ("Users"). The number of users within the customer's organization is, beyond the limitations following under Section 4 below, unlimited and the customer can thereby ensure that the entire organization's user needs are met through the organization account. The Customer hereby undertakes to provide accurate and complete billing information, to securely store login credentials and passwords for the Service (including Users' login credentials and passwords), to act in a responsible manner to avoid improper use of the Service, and to notify Vyer without delay if the Customer becomes aware of unauthorized use of the Organization Account or the Service. The Customer is responsible for its Users' use of the Service and for the Users' compliance with the provisions of this Agreement as for its own account.

4. License and Permitted Use of the Service

The License

In accordance with the provisions of the Agreement and Vyer's instructions applicable and made available from time to time, the Customer receives a non-exclusive, non-sublicensable, and non-transferable license to access and utilize the Service internally in its business for its intended purpose (the "License").

Restrictions

The Customer may not, either manually or by automated means, provide users access to the service through its Organization Account to an extent that is obviously unjustified and constitutes an abuse of the service. The Customer may also not provide access to the service for users who are not associated with the Customer's organization.

The Customer shall not itself, or enable a third party to, (i) license, sell, transfer, distribute, or otherwise commercially exploit or make the Service available to a third party, (ii) circumvent or otherwise interfere with the Service's security features, (iii) copy, decompile, decrypt, or otherwise make changes to the Service, (iv) modify, improve, change, or create derivative works of the Service, (v) use the Service in a manner that interferes with the Service's function, causes an unreasonable load on the Service, or may lead to the transmission, distribution, or uploading of material containing malicious code, including but not limited to viruses, worms, Trojan horses, spyware, or other potentially harmful programs, materials, or information, or (vi) use the Service in a manner that violates applicable laws and regulations, this Agreement, and/or any applicable third-party terms.

Suspend/Limit access

If Vyer has reason to suspect that the Customer is using the Service in violation of this Agreement and/or in such a way that Vyer and/or a third party may suffer damage or otherwise in violation of this Agreement, the Customer shall cease such use at Vyer's request. In the event the Customer does not cease such use within seven (7) days of Vyer's notice thereof, Vyer has the right to suspend or limit the Customer's or a certain User's access to the Service with immediate effect without this in any way limiting Vyer's right to terminate the Agreement.

Infringement Notice

The Customer shall immediately inform Vyer if the Customer (i) discovers an infringement or attempted infringement that may affect the Service, and/or (ii) becomes aware of or has reason to assume that claims will be directed against the Customer or Vyer due to the Customer's use of the Service.

5. Data

Customer Data

Customer Data includes all information uploaded to the Service by the Customer or User, manually or through sharing of internal systems, or by Vyer in cases where Vyer assists with information import to the Customer's Account, including but not limited to, building data, information on smoke detectors, card readers, fans and the like, messages, attachments, files, cases, components, properties, groups, and other similar content and information ("Customer Data").

Aggregated Data

Aggregated Data includes all anonymized and collected data resulting from the processing of Customer Data or access or use of the Service by the Customer or User that cannot in any way identify the Customer or User, as well as all statistics or other analysis, information, or data based on or derived from the Service ("Aggregated Data").

Use of Customer Data

The Customer hereby grants Vyer an irrevocable, non-exclusive, non-transferable right to use Customer Data: (i) as necessary to provide, improve, and develop the Service and fulfill its obligations under this Agreement, (ii) to prevent and take measures in relation to technical and security-related problems, (iii) to provide support, (iv) to investigate any breaches of the Agreement, and (v) in accordance with what has otherwise been approved in writing by the Customer. Vyer's right to use Customer Data for the purpose of improving and developing the Service shall apply without limitation in time and notwithstanding the termination of this Agreement.

For the processing of data that also constitutes personal data, see specifically Section 11 (Personal Data) below.

Customer's responsibility for Customer Data

The Customer is responsible for the accuracy, quality, legality, reliability, and appropriateness of Customer Data, and that necessary permits/approvals exist for uploading Customer Data to the Service. The Provider maintains daily backups of customer data. This is done daily depending on the data type. A backup is stored for at least 14 days back in time. The purpose of these backups is however limited to enabling data recovery in case of loss not due to the Customer's intentional actions. The Provider is not responsible for data being preserved for an indefinite time, and the Customer cannot rely on such data being available for recovery after it has been intentionally deleted or otherwise permanently removed by the Customer. Vyer undertakes to take commercially reasonable measures to maintain the security and integrity of Customer Data in the Service and protect it from unauthorized intrusion but shall under no circumstances be held responsible for any loss of Customer Data.

6. Intellectual Property Rights

Vyer's Intellectual Property Rights

Ownership of the Service (including user interfaces, content, information, functions, and other material included or displayed on the Service (with the exception of Customer Data)) as well as all intellectual property rights related thereto (including but not limited to inventions, designs, copyrights, and related rights) and all Aggregated Data belongs to Vyer or a third party as applicable.

Customer's Intellectual Property Rights

Ownership of Customer Data as well as any related intellectual property rights belongs to the Customer, or a third party as applicable, and Vyer makes no ownership claims on Customer Data.

Transfer of Rights

Except as expressly set forth in this Agreement, no intellectual property or other rights held by Vyer, the Customer, or a third party shall pass to the Customer, Vyer, or a third party under this Agreement and nothing herein shall be construed as the Customer or Vyer wholly or partially transferring any rights to the other Party. Except as expressly set forth in this Agreement, the Customer or Vyer is not given any right to utilize the other Party's intellectual property rights, regardless of purpose, without the other Party's prior written consent.

Development of the Service

All intellectual property and other rights, including but not limited to copyrights and related rights as well as intellectual achievements that Vyer, alone or together with the Customer or a third party, creates within the framework of the Customer's use of the Service (for example in connection with changes or special adaptations of the Service to meet the Customer's needs), accrue to Vyer and/or Vyer's subcontractors/licensors (as applicable) from the time the right arises with full and unrestricted ownership and right of use, including but not limited to the right to freely transfer, change, and modify these rights.

Third-party Software

Any third-party software included in the Service is provided in accordance with the respective third party's license terms for such software.

7. Fees and Payment

Fees

For the License, the Customer shall pay Vyer a license fee applicable for the Term (the "License Fee") in accordance with an Order Form. The License Fee is calculated based on the number of activated square meters over time for each property according to a calculation model established in consultation between Vyer and the Customer. The size and license fee are stated in the order form for each property.

Prices in an Order Form are always stated excluding value added tax. Standard rates for data traffic may however apply in connection with the use of the Service.

Payment

Vyer invoices the Customer according to the time interval stated in the order form as agreed between the Parties.

The Customer shall pay the invoice within thirty (30) days from the invoice date. If the Customer pays late, Vyer has the right to charge interest on late payment according to the Interest Act (1975:635). For written payment reminders, a reminder fee corresponding to sixty (60) SEK is charged unless otherwise follows from mandatory law.

In the event the Customer does not pay the fees under the Agreement, Vyer has the right to suspend or limit the Customer's or a certain User's access to the Service with immediate effect without this in any way affecting Vyer's right to terminate the Agreement.

8. Support

Vyer shall, based on what appears from the agreement through message between Vyer and the Customer or in the respective order form, be responsible for support to the Customer regarding the Service. In addition to this agreed support in the respective order form, Vyer works continuously to develop the Service, including support for it. Support is available through the email address support@vyer.com.

9. Changes in the Service

Changes

Vyer has no obligation to change or further develop the Service or provide special functionality. Vyer has the right to change, update, add new functionality, and/or remove functionality in the Service at its sole discretion and without any obligation to provide notice thereof. Vyer undertakes, however, to notify the Customer in the event such change or update results in a significant change to the Service or otherwise in Vyer's reasonable judgment may result in a significant deterioration of the Customer's use of the Service.

Maintenance

Vyer shall, to the extent commercially reasonable, try to schedule any change and maintenance work at such time, and carry out the work in such a way, that causes the least inconvenience to the Customer.

10. Confidentiality

Confidential Information

By reason of this Agreement, a Party may obtain or take part in information that is not known to the general public and that is stated as, or should reasonably be understood by the receiving Party to be, confidential ("Confidential Information"). Confidential Information means any disclosure and information, technical, commercial, or of another kind including, but not limited to, the Service, Order Forms, Customer Data, Aggregated Data, strategies, results, analyses, methods and models, product plans, financial information, cost structures, business processes, and technical documentation and information.

Exceptions

Confidential Information does not mean such information that i) at the time of disclosure is or later becomes available to the general public in another way than through breach of this confidentiality provision, ii) the receiving Party can show that it already knew before receipt, iii) which has been independently developed by the receiving Party without use of Confidential Information, or iv) which has been legally obtained by the receiving Party in another way than through breach of this confidentiality provision.

Due Care

Unless otherwise expressly stated in this Agreement, the receiving Party hereby undertakes not to, without the other Party's consent, disclose, reveal, utilize, leave out, transfer, or otherwise spread Confidential Information to a third party. The receiving Party shall ensure that only employees, contractors, subcontractors, or another third party who need access to Confidential Information to fulfill their obligations under this Agreement have access to it, and ensure that employees, contractors, subcontractors, and such other third party who take part in Confidential Information are informed of and observe confidentiality of corresponding content in this Agreement.

Duty of Disclosure

The confidentiality undertaking above does not prevent a Party from disclosing such Confidential Information as the Party is required to disclose according to law, judgment, authority decision, or due to applicable stock exchange rules or any other recognized marketplace rules, provided that the Party, if the law permits it, notifies the other Party in reasonable time before the disclosure occurs so that the Party can take appropriate protective measures.

11. Personal Data

Vyer's Personal Data Responsibility

Vyer is the personal data controller for the personal data the Customer provides to Vyer and that Vyer processes to be able to provide the Service, such as to give the Customer the opportunity to create an Organization Account and for Vyer to be able to provide support. More information about Vyer's personal data processing and data subjects' rights is available in Vyer's privacy policy held available on Vyer's website (https://vyer.com/villkor/privacy).

Customer's Personal Data Responsibility

The Customer is the personal data controller for personal data included in Customer Data or otherwise added to the Service by the Customer. In the event the Customer's personal data is processed by Vyer as part of the provision of the Service under this Agreement, Vyer is the personal data processor. The Customer hereby acknowledges and agrees to Vyer processing such personal data in accordance with the Agreement and Vyer's data processing agreement held available on Vyer's website (https://vyer.com/villkor/persondata). The data processing agreement constitutes an integral part of this Agreement between the Customer and Vyer. Vyer hereby undertakes to process the Customer's personal data in accordance with the processing agreement, applicable data protection legislation, and to only use such personal data to fulfill its obligations under this Agreement. In the event that Vyer uses subcontractors who carry out processing of personal data as sub-processors for Vyer, Vyer undertakes to sign sub-processing agreements with the provider and otherwise observe the processing instructions in the data processing agreement.

12. Term and Termination

The License is not linked to any commitment period. The Customer thereby has the right to terminate its License with immediate effect upon Vyer's confirmation of the Customer's notice of termination. The Customer shall terminate the License through its Organization Account via the Service or otherwise by sending a notice of termination via email, in which case Vyer undertakes to confirm such termination without unreasonable delay.

This Agreement and the License start to apply from the date the Customer signs an Order Form.

This Agreement shall be valid until the Customer or Vyer terminates the License. The License is automatically renewed by one (1) Contract Period at the end of the Contract Period if the Customer has not notified Vyer that the Customer wants to terminate the License. For the Customer not to be invoiced for the License for a relevant Contract Period, the Customer must terminate its License before the date such automatic renewal occurs.

Vyer reserves the right to terminate the Customer's License with immediate effect, including but not limited to in the event the Customer breaches this Agreement.

A termination of the License shall not affect Orders that have been placed by the Customer and confirmed by Vyer before the time of termination. In such case, the Order shall be canceled and Vyer has the right to compensation for the work Vyer has undertaken up to the time of termination.

Upon termination of the Agreement, the Customer's License shall immediately cease to apply, which means that the Customer's and its Users' access to, and right to utilize, the Service is terminated. Vyer is under no circumstances liable to the Customer or a third party for the termination of the Customer's right of access or use of the Service, or part thereof. Upon termination of the Agreement, the Customer shall immediately cease its use of the Service, pay all outstanding fees to Vyer, and the Parties shall without unreasonable delay return the other Party's Confidential Information. All provisions in this Agreement which by their nature are intended to remain in force even after the termination of this Agreement shall remain in force.

13. Communication

All communication between the Parties due to the Agreement shall occur electronically via email or through the Service. Vyer has the right to provide information regarding the Service via email, through the Service, or otherwise by publication on Vyer's website. Important information regarding the Service and the Agreement shall primarily be sent to the Customer's account manager user, as stated by the Customer through the Organization Account, via email and secondarily be made available via the Service or publication on Vyer's website. The Customer shall provide Vyer with an updated email address to enable Vyer to send messages to the Customer. In the event the email address provided to Vyer is not valid, or cannot receive messages from Vyer, the Customer hereby acknowledges and approves that a message shall be deemed to have reached the Customer upon Vyer's sending of such message.

Publicity

The Customer hereby acknowledges and approves that Vyer publishes that the Customer is a customer of Vyer and grants Vyer the right to use the Customer's name and logo in marketing material. Vyer acknowledges and approves hereby that the Customer publishes that Vyer is a supplier to the Customer.

14. Responsibility and Warranty

Limited Warranty

The Service is provided as is. Vyer makes no warranties, whether express or implied, regarding the Service, including but not limited to warranties regarding functionality, quality, suitability, purposefulness, or achieved results. Vyer does not guarantee that the Service functions error-free or that the Customer can access or use the Service without interference or interruption.

The Customer hereby acknowledges and accepts that the Customer takes sole responsibility for its use of the Service, for the intended purposes of the use, and the information resulting therefrom or generated thereby. It is the Customer's responsibility to check the accuracy and/or suitability of such information before it is used by the Customer. Vyer is not responsible for any financial or other decisions the Customer makes based on its use of the Service.

Limitation of Liability

Each Party is, unless intent or gross negligence exists, in no case responsible for indirect damage or loss caused to the other Party or third party, including but not limited to, lost revenue, loss of data, loss as a result of the Service not being able to be utilized in the intended way, loss as a result of reduction or loss of turnover or production and/or lost savings or goodwill.

Equipment

The Customer's access to, and use of, the Service is dependent on the Customer possessing such equipment and software that enables access to a web browser and a functioning internet connection. The Customer hereby acknowledges and accepts that the Customer takes sole responsibility for possessing such necessary equipment and software.

Third-party Products

Vyer is not responsible for the functionality in third-party products or for errors or interference in the Service due to third-party products. Vyer is not responsible for a third-party product's eventual infringement of third-party rights.

Compensation Claims

Each Party shall, in order not to lose its right to make compensation claims, notify the other Party no later than ninety (90) calendar days after the injured Party realized or should have realized its damage, unless otherwise stated by applicable law.

Pricing of the Service

The Customer hereby acknowledges that the price of the License is set in relation to, and to fairly and reasonably reflect, Vyer's limited liability under the Agreement. In the event the Customer opposes a provision in this Agreement or otherwise becomes dissatisfied with the Service, the Customer's only available remedy is to cease its use of the Service and terminate its License in accordance with the provisions of the Agreement.

15. Indemnification

The Customer shall compensate and hold Vyer harmless against all claims made by a third party against Vyer due to Customer Data, the Customer's use of the Service, and/or breach of the Agreement.

Vyer shall compensate and hold the Customer harmless against all claims made by a third party and based on the Service, or parts therein, upon the Customer's use of the Service in accordance with the provisions of this Agreement, infringing upon third-party intellectual property rights.

The Parties' indemnification commitment is conditioned on the Party, without unreasonable delay from receipt of a claim from a third party, (i) notifying the other Party of the third party's claim, (ii) giving the other Party exclusive authority to investigate, contest the claim, or reach a settlement agreement, as well as (iii) giving the information and assistance reasonably necessary for the other Party to contest the claim or reach a settlement agreement, at the other Party's expense.

If the Service is, or in Vyer's reasonable judgment likely may become, subject to an infringement action from a third party as stated in this Section, Vyer reserves the right at its sole discretion: (a) to obtain the right for the Customer to continue using the Service; (b) replace or change the Service to the extent required to avoid such an infringement action; or (c) if neither (a) nor (b) can reasonably be achieved, terminate the Customer's right to use the Service and thereby refund a proportional share of any fees paid by the Customer for the Customer's future use of the Service. Regardless of this, Vyer shall in no case be responsible for claims made by a third party and based on: (i) modification or change of the Service by someone other than Vyer, (ii) the Customer's continued use of the Service after being informed of a modification or change resulting in the Service no longer infringing third-party intellectual property rights, or (iii) use of the Service in another way than what is permitted according to the Agreement.

16. Force Majeure

If a Party is prevented from fulfilling its obligations under the Agreement due to circumstances beyond the Party's control and which the Party could not have foreseen at the time of entering into the Agreement, such as for example but not limited to lightning, fire, strike, pandemic, war, seizure, authority action or riot, as well as error or delay in services or products from a subcontractor due to circumstances stated here, this shall constitute a ground for relief resulting in postponement of the time for performance and relief from any damages and other penalties. A Party invoking relief according to the provisions above shall notify the other Party thereof without delay.

17. Miscellaneous

Additions and Changes

Vyer has the right to make additions and changes to this Agreement from time to time. The Customer shall be notified of changes to the Agreement. Such changes shall enter into force immediately upon notification to the Customer. If the Customer does not accept notified changes or additions, it has the right to terminate the Agreement with immediate effect. If the Customer has not notified Vyer that it does not approve the changes or additions within one month after the Customer has been informed of this, the Customer's continued use of the Service shall be deemed to constitute approval of these changes and/or additions.

Transfer

Vyer has the right to wholly or partially transfer its rights and obligations arising from the Agreement. The Customer may not transfer its rights or obligations under the Agreement nor sublicense its rights according to the Agreement to any third party. In the event the Customer transfers a property for which the Service is provided to a third party, the Customer shall notify Vyer of this immediately. At the Customer's request, Vyer can, according to separate agreement between the Parties, assist the Customer with exporting Customer Data related to the relevant property to such third party.

Entire Agreement

This Agreement constitutes the complete regulation of all matters concerned by the Agreement and replaces all oral or written representations that preceded the Agreement.

18. Applicable Law and Dispute Resolution

The Agreement shall be interpreted and applied in accordance with Swedish law with the exception of its choice of law provisions. Disputes due to the Agreement and related matters shall finally be settled by a general court with the Stockholm District Court as the first instance.

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