Policies & Compliance
1. Definitions & Interpretation
In these Terms of Service, words defined in the Order Form shall have the meaning given to them on that Order Form, and in addition, the following words have the following meanings:
Client Content: all content on the Client Website and otherwise provided to Findify to enable the Findify Services and any Professional Services;
Fee: the total sums due for the Findify Services and Professional Services described in Schedule 1;
Findify API: the Findify API allowing access to the Findify Content;
Findify Content: all content and information contained and/or accessible through the Findify API from time to time;
Findify Services: all Findify services stipulated in Schedule 1 except Professional Services;
IP Rights: any patent, trade mark, registered design or any application for registration of the same, or the right to apply for registration of the same, any copyright or related rights, database right, design rights, rights in trade, business or domain names, rights in trade dress, rights in inventions, rights in confidential information or know-how or any similar of equivalent rights in any part of the world;
Order Form: the form completed by the parties with details of the Services and Fee;
Professional Services: services performed by Findify team to assist implementation and customization of the Findify services including development of User Experience (UX), UX analysis, or integration support. The scope of any Professional Services is to be agreed upon separately, in writing, by both parties;
User: any user of the Client Website;
You: the Client identified on the Order Form.
2. Application of these Terms and Conditions
These Terms of Service apply to the Findify Services and any Professional Services to the exclusion of all other terms and conditions of business, including any that You may send to us, and all terms otherwise implied by law, custom or previous course of dealing to the maximum extent.
Findify’s failure to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.
You acknowledge that Findify shall be entitled to use subcontractors to carry out its obligations under these Terms of Service, including to provide the necessary hardware, software, networking, storage, and other related technologies required to run the Findify Service. The identity of any subcontractor engaged shall be determined at Findify’s sole discretion.
Subject to these Terms of Service, Findify grants to You a non-transferable, non-sub-licensable, non-exclusive and limited right to:
download, access, integrate and use the Findify Services on the Client Website; and
display the Findify Content within Client Website to Your Users.
You shall comply with all reasonable instructions relating to the Findify API and the Findify Content as stipulated in these Terms of Service and API Addendum, as found at https://www.findify.io/api_addendum.html
4. Client Website
You warrant and represent that the content on the Client Website will not:
breach the provisions of any law, statute or regulation;
infringe the IP Rights or other legal rights of any person;
be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
be illegal, defamatory, libelous, deceptive, fraudulent, obscene, or offensive
be deliberately or knowingly false, inaccurate or misleading;
disparage Findify or the Findify Services; and/or
give rise to any cause of action against Findify.
You further warrant and represent that You shall use industry standard virus detection software to try to block the uploading of content to Your Client Website that contains viruses or other malicious code.
Without prejudice to the provisions of Condition 4.1, in accessing the Findify Services, You shall not:
abuse, harass, threaten, defame or otherwise violate the legal right of others including racist or xenophobic content;
produce, suggest or encourage executing any activities prohibited by law;
modify, adapt or hack the Findify Service or modify another website so as to falsely imply that it is associated with the Findify Service or Findify;
carry out any verbal, physical, written or other abuse of any Findify Client or employee; and/or
transmit any content or any code of a destructive nature via the Findify API.
The Fee is due in accordance with the Fee Appendix. The Fee is non-refundable.
You must pay the Fee when due in full and clear funds.
If You fail to pay all or part of the Fee by the due date, any unpaid amount shall incur a late payment fee equal to the lower of:
1.5% per month; and
the maximum amount permissible by applicable law.
6. IP Rights
You agree that no IP Rights that subsist in the Findify API and/or the Findify Content shall transfer to You under these Terms of Service. We acknowledge that You retain the IP Rights in the Client Website and all content on the Client Website.
You shall promptly notify Findify of any claim, notification or allegation that You receive that Your use of the Findify API and/or the Findify Content infringes the IP Rights of any third party (an IP Claim). You shall:
not make any admission of liability, agreement, settlement or compromise in relation to an IP Claim without Findify’s prior written consent;
give to Findify and its professional advisers all reasonable assistance as may be required in relation to an IP Claim;
at Findify’s request, give Findify the exclusive control and right to defend an IP Claim and make settlements in relation to an IP Claim; and
mitigate Your losses in relation to a Claim, including where requested to do so by stopping using the Findify API and/or the Findify Content.
On receipt of a notice under Condition 6.2, Findify shall at its expense either:
procure for You the right to continue accessing and using the Findify API and/or the Findify Content;
modify or replace the infringing part of the Findify API and/or the Findify Content to avoid the infringement; or
terminate the Order Form.
The provisions of Condition 6.3 sets out the entire liability of Findify with respect to an IP Claim, and Findify shall have no additional liability hereunder or otherwise with respect to any alleged or proven IP Claim.
7. Confidential Information
Confidential Information shall mean all information whether written or oral and in whatever medium and relates to the business, products, financial and management affairs, customers, employees or authorised agents, plans, proposals, strategies or trade secrets disclosed by one party (the Disclosing Party) to the other party (the Receiving Party).
The Receiving Party shall not, and shall ensure that its employees shall not, use copy or disclose any of the Confidential Information of the Disclosing Party except to carry out its obligations and exercise its rights under the Conditions.
The Receiving Party shall only disclose the Disclosing Party’s Confidential Information to those of its employees to the extent that they need to know the same in order to carry out its obligations under the Conditions and where those employees are bound by written obligations of confidentiality and non-use and such obligations apply to the Confidential Information disclosed to them.
The provisions of Conditions 7.1, 7.2 and 7.3 shall not apply to any Confidential Information which:
is or becomes generally available to the public other than as a result of any act or omission of the Receiving Party;
is already in or comes into the possession of the Receiving Party from a person lawfully in possession of the information and owing no obligation of confidentiality to the Disclosing Party in respect of the information; or
is required to be disclosed by any court, government or administrative authority competent to require disclosure.
8. Warranties, Indemnity
Each of the parties represents, warrants and undertakes that:
it has the right, power and authority to enter into these Terms of Service and to perform fully all of its obligations under these Terms of Service; and
the performance of these Terms of Service shall not breach any other agreement entered into by it.
Subject to these Terms of Service, Findify warrants that it shall:
provide access to the Findify API with reasonable skill and care; and
use industry standard virus detection software in relation to the Findify API.
You warrant that You have not relied on any oral representation made by or on behalf of Findify, or on any descriptions, illustrations or specifications contained in any materials, including online materials, produced by Findify which are only intended to convey a general idea of the Findify API. You confirm that in Your opinion, the Findify API is fit for Your purposes.
You shall indemnify Findify its directors, representatives and agents from and against all direct and indirect costs, claims, losses, expenses, damages and liabilities however arising as a result of or in connection with and claim received by Findify for a breach by You of these Terms of Services.
9. Disclaimer, Limit of Liability
You acknowledge that the Findify content is provided for information only and should not be relied on as and may not be accurate and complete. Findify does not warrant that Findify content will affect your user’s behaviour, increase views on any particular pages of your website or increase sales of products.
Except for warranties given in these Terms of Service, the Findify API and Findify content is provided on an “as is” basis. To the maximum extent permitted by law, all implied warranties, terms and conditions relating to the Findify API and Findify content (whether implied by stature, law or otherwise), including any warranties, terms or conditions as to accuracy, completeness, satisfactory quality, performance, fitness for purpose, ability and non-infringement are excluded.
Findify will not be liable, in contract, tort (including negligence), for any:
Economic loss (including loss of revenue, profits, contracts, business or anticipated savings:
Loss of reputation or goodwill;
Loss of data or content; and/or
Special, indirect or consequential loss even if advised or the possibility of such losses
Except in respect of an IP claim, Findify’s aggregate liability to You shall be limited to the amount due for all Fees (as specified in Schedule 1) received by Findify during the 6 months before the date the claim arose. For the avoidance of doubt, this limitation of liability covers all the services (such as Professional Services and Findify Services) specified in Schedule 1.
Nothing in these Terms of Service shall limit or exclude a party’s liability for death or personal injury caused by negligence, fraud, fraudulent misrepresentation or any other loss that cannot lawfully be excluded or limited.
You grant to Findify a non-transferable, non-sub-licensable, non-exclusive, fully paid, worldwide and limited license to use and display Your names, logos and trade marks, solely for identifying You as a client of Findify (including on the Findify website).
We may mutually agree (but are not obligated to do so), from time to time, to engage in joint marketing activities which promote our products or services, including by way of seminars, press announcements, trade shows, user groups and/or other events. Such mutual agreements shall not bind the parties, unless made in writing.
11. Term & Termination
The Order Form shall start on the Effective Date noted within the Order Form.
Access to the Findify API is on the basis of a rolling 30-day term. At the end of each 30-day term, access shall automatically renew for a further 30-day term. Accordingly, each of Findify and You must give to the other at least 30 days to terminate access to the Findify API unless otherwise agreed between the parties. No refund shall be due following such termination by You.
Either party may terminate an Order Form, at any time, immediately by giving the other written notice if the other:
materially breaches any term of these Terms of Service and it is not possible to remedy that breach;
materially breaches any term of these Terms Service and it is possible to remedy that breach, but the other fails to do so within 2 business days (Monday-Friday unless public holiday in Sweden) of being requested in writing to do so; or
becomes insolvent, makes composition with its creditors, has a receiver or administrator of its undertaking or the whole or a substantial part of its assets appointed, or an is order made, or an effective resolution is passed, for its administration, receivership, liquidation, winding-up or other similar process, or has any distress, execution or other process levied or enforced against the whole or a substantial part of its assets, or is subject to any proceedings which are equivalent or substantially similar to any of the foregoing under any applicable jurisdiction, or ceases to trade or threatens to do so.
Any notice to be provided under Condition 11.2 or 11.3 shall be sent to Yourfriends@findify.io.
Upon termination of an Order Form all rights granted by Findify to You shall immediately terminate and You shall cease to access the Findify API by removing the tracking code from the Client Website
The following Conditions shall remain in force notwithstanding termination: 1 (Definitions and Interpretations) 7 (Confidential Information), 8 (Warranties, Indemnity), 9 (Disclaimer, Limit of Liability), 11.4, 11.5 (Termination), 13 (General) and 14 (Governing Law & Jurisdiction).
12. Force Majeure
For the purposes of this Condition 12, an event of Force Majeure means any event beyond the reasonable control of either party, including change in laws or regulations, war, invasion, armed conflict, terrorism, strike, lock-out, labour dispute, failure of suppliers or subcontractors, riot, civil commotion, accident, act of God, fire, flood and storm.
If a party is prevented, hindered or delayed from or in performing any of its obligations under these Terms of Service by an event of Force Majeure, the affected party’s obligations under these Terms of Service are suspended without liability while the event of Force Majeure continues and to the extent that it is prevented, hindered or delayed.
If performance of any obligation under these Terms of Service is prevented, hindered, or delayed due to an event of Force Majeure either party shall be entitled to terminate these Terms of Service on written notice to the other party.
These Terms of Service (including all applicable Schedules) contain the entire agreement of the parties with respect to the access to the Findify Services and the performance of Professional Services and supersede all prior agreements and representations, standard conditions or other implied conditions, whether written or oral, with respect to the subject matter of these Terms of Service.
You shall not assign or delegate its rights or obligations under these Terms of Service, in whole or in part, to any third party by operation of law or otherwise, without the prior written consent of Findify. Any attempted assignment or delegation that does not comply with this Condition 13.2 shall be of no effect.
If any provision of these Terms of Service is found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely approximating the intention of the parties.
Nothing in these Terms of Service shall create or imply an agency, partnership or joint venture between the parties. Neither party shall act or describe itself as the agent of the other party nor shall either party have or represent that it has any authority to make commitments on behalf of the other.
14. Governing Law & Jurisdiction
These Terms of Service are governed by and will be construed in accordance with the laws of Sweden.
The parties submit to the exclusive jurisdiction of the courts of Sweden in relation to any legal actions or proceedings arising out of or in connection with These Terms of Service, save that this submission will not preclude any party from applying to any other court having jurisdiction for urgent or interim relief in aid of proposed or pending proceedings in Sweden.