Serialized Terms & License Agreement

Last updated: 2018-06-08

PLEASE READ THE FOLLOWING TERMS CAREFULLY

Serialized AB (“Serialized”, “we”, “us”, or “our”) offer several APIs (“Service”, “Services”) according to the terms and conditions provided in this Serialized Terms & License Agreement (“Agreement”). This Agreement is made and entered into by and between Serialized and the entity or person agreeing to these terms (“Customer”, “you”).

This Agreement is effective as of the date Customer clicks to accept the Agreement (the “Effective Date”). If you are accepting on behalf of Customer, you represent and warrant that: (i) you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement. If you do not have the legal authority to bind Customer, please do not click to accept. This Agreement governs Customer’s access to and use of the Service.

Please read this Agreement carefully before using the Services. In order to use our Services you must accept all terms in this agreement. If you do not agree to this Agreement you should not use the Services.

  1. Your Account and Use of the Service

    1.1 Account Registration

    In order to use any features of the Service you must register for an Account. When you register for an Account, you will be asked to provide us with some information about you such as your email address and other contact information. The email address collected during registration (Notification Email Address) will be used for all communication from Serialized to Customer regarding its Account. You are responsible for the security of your passwords and for any use of your Account. If you suspect that your account or any of your access keys or passwords have been compromised you must immediately notify us at support@serialized.io.

    If you are an individual acting on behalf of an entity, we will also ask for contact information for that entity.

    You are responsible for keeping your contact information current and accurate at all times throughout your use of the Service.

    1.2 Service use

    You agree to use the Service in accordance with, and to comply with this Agreement as well as all applicable laws and regulations, including but not limited to the Acceptable Use Policy. You also agree to use the Service in accordance with, and to comply with our Data Processing & Security Terms.

    Your use of the Service must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software. You are solely responsible for determining the suitability of our APIs for your use case, including any questions regarding any applicable laws and/or regulations, for example data protection and privacy laws. We make no warranties regarding the compliance with the requirements of any applicable laws or regulations or the suitability of the Service for you.

    The rights provided under this Agreement are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.

    1.3 Customer subscriptions

    Subject to the Customer purchasing the Customer subscription in accordance with section 7 and the restrictions set out in this Agreement (including but not limited to the Acceptable Use Policy), we hereby grants to the Customer a non-exclusive, non-transferable right to permit Customer End Users to access and use the Services during the subscription term solely for the Customer’s internal business operations. When permitting a new Customer End User to access and use the Service a new Customer End User account will be issued with personal login details. In relation to the permissions given to Customer End Users, the Customer shall have the responsibility to revoke permissions during the subscription term. Upon termination of the Customer subscription all the Customer End User accounts will be erased. The Customer undertakes that each Customer End User shall keep a secure password for his use of the Services (by e.g. change password on a regular basis) and that each Customer End User shall keep his password confidential.

    1.3 Customer subscriptions

    When registering with Serialized, the Customer will be issued an Account which can be administered using the Serialized console. For detailed information about how to administer the correct access rights to your Account to Customer End Users and how to manage access to the Projects within the Account using API Keys, see https://serialized.io/docs/basics/using-serialized.

  2. Data Processing & Security Terms

    Data Processing & Security Terms are incorporated by this reference into the Agreement.

  3. Restrictions

    Customer will not, and will not allow third parties under your control to:

    A. Copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code of the Services.

    B. Use the Services for High Risk Activities.

    C. Sublicense, resell, or distribute any or all of the Services separate from any integrated Application.

    D. Create multiple Applications, Accounts, or Projects to simulate or act as a single Application, Account, or Project (respectively) or otherwise access the Services in a manner intended to avoid incurring fees.

    E. Access all or any part of the Services and documentation in order to build a product or service which competes with the Services and/or the documentation.

    F. Transmit any Protected Health Information (as defined in HIPAA) to the Services. You represent and warrant that you are not a Covered Entity or Business Associate under the Health Insurance Portability and Accountability Act (as defined by HIPAA).

    The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the documentation and, in the event of any such unauthorised access or use, promptly notify Serialized.

  4. Changes

    4.1 To our APIs

    We may change or discontinue any APIs (or parts thereof) for the Services from time to time. If we make material changes to the Services, Serialized will inform Customer using the Notification Email Address provided during Account registration.

    4.2 To the Agreement

    We may make changes to this Agreement, including pricing from time to time. Unless otherwise noted by Serialized, material changes to the Agreement will become effective 30 days after they are posted on Serialized’s website, except if the changes apply to new functionality in which case they will be effective immediately. Serialized will also provide at least 30 days’ advance notice for materially adverse changes to the Agreement by sending a notification to the Customer’s Notification Email Address. If Customer does not agree to the revised Agreement, please stop using the Services.

    For changes to pricing and fees – see Section 7.

    4.3 To the Data Processing & Security Terms

    Serialized may change the Data Processing & Security Terms where such change is required to comply with applicable law or regulation, court order, or guidance issued by a governmental regulator or agency, where such change is expressly permitted by the Data Processing & Security Terms, or where such change:

    i. is commercially reasonable;

    ii. does not result in a degradation of the overall security of the Services;

    iii. does not otherwise have a material adverse impact on Customer’s rights under the Data Processing & Security Terms.

    If Serialized makes a material change to the Data Processing & Security Terms in accordance with this Section, Serialized will post the modification on Serialized’s website and notifying the Customer on the Notification Email Address.

  5. Customer responsibilities

    5.1 Your Account

    You are responsible for all activities that occur under your Account, regardless of whether the activities are authorized by you or undertaken by you, any of your employees.

    If you provide access to the Services for other parties (individual or legal entities) you are responsible for any actions in the Service made by this third party.

    You must ensure that any third parties that you are responsible for comply with this Agreement and our Acceptable Use Policy and our Data Processing & Security Terms. If you are aware of any violation to these policies by any of the third parties that you are responsible for, you are required to terminate that party’s access to the service immediately.

    5.2 Credentials & Access Keys

    Login credentials to your Account and Access Keys to Projects that you control under your Account are for your internal use and you should not sell, transfer or sublicense them to any other party. You may provide access by sharing these credentials and Access Keys to your subcontractors in order for them to perform work on your behalf.

    5.3 Customer Compliance

    Customer is solely responsible for its Applications, Projects, and Customer Data and for making sure its Applications, Projects, and Customer Data comply with the Acceptable Use Policy. Customer is responsible for ensuring all Customer End Users comply with Customer’s obligations under this Agreement, including but not limited to the Acceptable Use Policy.

    5.4 Customer Data & Privacy

    a) You represent and warrant that Customer Data and that your End Users’ use of this Customer Data does not violate any of the terms in this Agreement or any applicable law. You understand that all Customer Data and Configuration that you transmit, process, store or retrieve using the Service is your sole responsibility.

    b) You agree to take necessary measures to ensure that all data that you store on behalf of your End Users is stored in the Service in a secure manner. This may for example include using our encryption support to encrypt Customer Personal Data before storing and processing this information. You also acknowledge that you are solely responsible maintaining appropriate security, protection and backup of data that you store in the Service.

    c) You agree that we and our affiliates and/or subcontractors are acting as data processors on your behalf to provide the Service to you.

    d) You will obtain any necessary consent needed from your End Users whose personal data or other data you will be storing or processing in the Service.

    e) You agree with our terms in the Data Processing & Security Terms.

    5.5 Backup

    You are responsible for backing up your Customer Data and Configuration, and to take any measures that you deem necessary to ensure that your Customer Data and Configuration is not lost. You recognize that you may lose any Customer Data and Configuration for which you do not maintain a copy outside of the service. We and/or any of its vendors and/or subcontractors are not responsible to you or your End Users or any third party if your Data and Configuration for any reason is lost or deleted.

    For our commercial plans we use commercially reasonable efforts to move your Customer Data and Configuration to backup media as described by the actual plan.

    5.6 Your End Users

    You are responsible for your End Users use of your Customer Data and our Services. You will ensure that all your End Users comply with your obligations under this Agreement and that your agreement with each End User is consistent with this Agreement. If you become aware of any violation to this Agreement caused by an End User, you will immediately suspend access for that End User. We do not provide direct support to End Users.

  6. Our rights and Responsibilities

    6.1 Data and Configuration Access

    We regard both your Customer Data and your Configuration as your responsibility as per Section 5. By accepting this Agreement you agree that we are granted to access your Customer Data and Configuration to provide the Services to you.

    6.2 Suspension of use

    We may suspend your, or any of your third parties’ access to the Service immediately if we determine that your (or your third party’s) use of the Services:

    A. is regarded to be a security risk to the Services;

    B. could harmfully impact our Services;

    C. could subject us, our affiliates, or any third party to liability;

    D. could be fraudulent;

    E. breaches any term(s) in this Agreement.

    6.3 Termination of use

    We provide an Account closing mechanism which Customer can use to terminate this Agreement for any reason. Such termination will take effect immediately and accrued days upon termination of the current billing cycle will be charged. Serialized will not refund already paid subscription fees for the ongoing subscription period. We may terminate this Agreement for any reason by providing you at least 30 days’ notice. If there are any outstanding fees upon termination of the Agreement, these fees will be charged immediately.

  7. Pricing & Billing

    7.1 Free plan

    We offer a limited use of the Service free of charge. The limited usage levels are described in the Acceptable Use Policy. The free plan does not provide any of the guarantees provided in these terms and shall not be used for any form of commercial or production use.

    7.2 Billing

    We charge our customers a fixed price for their current subscription plan and period. This charge is made upfront for the upcoming subscription period. In addition to the fixed subscription cost, your invoice will include costs for your usage of the Services that are not included in the fixed price. This Service usage cost will be calculated and charged at the end of each subscription period (normally 30 days). We may bill you more frequently if we suspect that your Account is fraudulent or at risk of non-payment. You will pay us the charges for use of the Services using one of the payment methods we support. We may increase or add new fees and charges for the Services by notifying you at least 30 days in advance. We may charge you interest fees (as applicable by law) on any late payment.

  8. Proprietary rights

    The Customer acknowledges and agrees that Serialized and/or its licensors own all intellectual property rights in the Services and the documentation. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, or in, patents, copyrights, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licenses in respect of the Services or the documentation.

    Serialized confirms that it has all the rights in relation to the Services and the documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

  9. Confidentiality

    Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that:

    (i) is or becomes publicly known other than through any act or omission of the receiving party;

    (ii) was in the other party’s lawful possession before the disclosure;

    (iii) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;

    (iv) is independently developed by the receiving party, which independent development can be shown by written evidence; or

    (v) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

    Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this agreement.

    Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

    Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party. The Customer acknowledges that details of the Services, and the results of any performance tests of the Services, constitute Serialized’s Confidential Information.

    We acknowledge that the Customer Data is the Confidential Information of the Customer.

    This section 9 shall survive termination of this Agreement, however arising.

  10. Disclaimer

    NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT SERIALIZED’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

    YOU HEREBY EXPRESSLY ACKNOWLEDGE AND AGREE THAT, UNLESS OTHERWISE STATED IN THESE TERMS OR ANOTHER WRITTEN AGREEMENT BETWEEN YOU AND SERIALIZED, YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.”

    SERIALIZED, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE SERVICE INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SERIALIZED, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS, YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND USAGE DATA PROVIDED THROUGH THE SERVICE WILL BE ACCURATE.

  11. Limitation of Liability.

    SERIALIZED AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA). WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DIRECT DAMAGES ARISING IN CONNECTION WITH ANY OF THE FOLLOWING:

    A. YOUR INABILITY TO USE THE SERVICE.

    B. THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

    C. ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE.

    D. ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR DATA.

    11.1 Limitation on amount of liability

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY, NOR SERIALIZED’S SUPPLIERS, MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO SERIALIZED UNDER THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.

  12. Indemnification

    You agree to defend, indemnify, and hold harmless us and our affiliates and partners from and against any claim, suit, damages, judgments, actual and consequential losses, liabilities, costs, and expenses arising from or in any way related to a third-party claim concerning any of the following:

    A. your or your End Users’ breach of the Agreement;

    B. your or your End Users’ use of the Service;

    C. your or your End Users’ violation of applicable laws, rules or regulations in connection with the Service; and/or

    D. your or your End Users’ Data.

  13. Miscellaneous

    13.1 Entire Agreement.

    This Agreement is the entire agreement between Customer and Serialized regarding the subject matter of this Agreement. This Agreement supersedes all prior agreements or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement.

    13.2 Notices

    All notices must be in writing and addressed to the following email address for notices: support@serialized.io.

    13.3 Change of control

    If the Customer experiences a change of control (for example, through a stock purchase or sale, merger, or other form of corporate transaction) the Customer shall give written notice to Serialized within thirty days after the change of control. Serialized may immediately terminate this Agreement any time between the change of control and thirty days after it receives that written notice.

    13.4 No Agency

    This Agreement does not create any agency, partnership or joint venture between the parties.

    13.5 Force Majeure.

    Neither party will be liable for failure or delay in performance to the extent caused by circumstances beyond its reasonable control.

    13.6 Severability

    If any term (or part of a term) of this Agreement is invalid, illegal, or unenforceable, the rest of the Agreement will remain in effect.

  14. Governing law

    This agreement is governed by and construed in accordance with the substantive laws of Sweden if nothing else is stated in the Data Processing & Security Terms. Any controversy arising from this Agreement which cannot be resolved by negotiation between the parties shall be subject to the exclusive jurisdiction of the courts of Sweden.

  15. Definitions

    “Account” means Customer’s Serialized account, that is registered under a given owner email address.

    “Access Key” means an access key that is controlled by an Account to manage the data and configuration for a Project that is under the control of that Account, via the APIs provided in the Services.

    “Application(s)” means any web or other application controlled by the Customer that uses the Services, including any source code written by Customer to be used with the Services.

    “Configuration” means any configuration provided by you to the Services, such as Projection Definitions or Reaction Definitions.

    “Confidential Information” means information that one party discloses to the other party under this Agreement, and which is marked as confidential or would normally under the circumstances be considered confidential information. It does not include information that is independently developed by the recipient, is rightfully given to the recipient by a third party without confidentiality obligations, or becomes public through no fault of the recipient. Subject to the preceding sentence, Customer Data is considered Customer’s Confidential Information.

    “Customer Data” means content provided to Serialized by Customer via the Services under the Account.

    “Customer Personal Data” means the personal data contained within the Customer Data.

    “End User” means any individual or entity that accesses or uses Customer Data in a Project that is under your Account’s control, by accessing the Services through our API.

    “High Risk Activities” means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Services could lead to death, personal injury, or environmental damage.

    “HIPAA” means the Health Insurance Portability and Accountability Act of 1996 as it may be amended from time to time, and any regulations issued under it.

    ”“Notification Email Address” means the email address designated by Customer when registering for the Services to receive certain notifications from Serialized.

    “Project” means a set of logical isolated API resources for a Customer, and via which Customer may use the Services using Access Keys that belong to the Project. Projects are connected to a single Account. A deeper description of Projects can be found in the Documentation.

This document is an adaptation of the Google Cloud Platform Terms of Service. We have modified this original work with permission under the Creative Commons Attribution 3.0 License. Google Inc. is not connected with, does not sponsor and does not endorse Serialized or its use of the work.