GREAT PEOPLE APPLICATIONS USER AGREEMENT
(A) Welcome to the Great People App (the “App”) and Great People Desk (the “Admin Services”), application and web based recruitment tools owned and operated by Great People Applications AB (the “Company” or “we”). We provide recruitment related services through the App and our website (www.greatpeopleapp.com, the “Website”) as set out and described on our Website (the “Services”).
(B) A company that enters into this user agreement (the “Agreement”) is an “Customer User” and may create an account on the Services. After creating an account, the Customer may invite employees that are permitted to use the Services. Each invitee granted access to the Services is an “App User”.
(C) This Agreement applies to both Customer Users and App Users (collectively or individually, “User” or “you”). The Company and the User may hereinafter also jointly be referred to as “Parties” and individually as “Party”.
(D) Before using the Services, please read this Agreement carefully. By downloading the App or clicking on “Accept” prior to using the Services, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to all of the terms and conditions of this Agreement, then please do not download the App or click “Accept”, in which case you will not be able to use the Services.
(E) If you are entering into this Agreement on behalf of a Customer User, you represent that you have the authority to bind such entity, its affiliates and all users who access our Services through your account to these terms and conditions. If you do not have such authority or if you do not agree with these terms and conditions, you must not accept this Agreement and may not use the Services.
1. USE OF SERVICES; PAYMENT
Subject to all terms and conditions of this Agreement and the Customer User’s timely payment of all applicable fees, you shall have the right to access and use the Services in accordance with the functionality, features and limitations applicable to your account type and as set out on our Website. Such features, functionality and limitations are subject to change from time to time. You are solely responsible (at your own expense) for ensuring that you have all adequate hardware, software and Internet access services necessary for use of the Services.
Customer Users may be charged for the Services. If you are a Customer User and sign up for the Services and provide your payment information, you agree to be invoiced by us and pay the fee agreed for the Services for the agreed term length (the “Term”). Invoices will be issued in advance for the full fee and the whole Term unless we agree otherwise. In the event of late payment, any unpaid amount shall bear interest in accordance with the Swedish Interest Act (1975:635). Furthermore, the Company may upon written notice to the User suspend the Services until full payment of any outstanding amount has been made.
3. INDIVIDUAL FEATURES AND SERVICES
When using the Services, you will be subject to any additional posted guidelines or rules applicable to the Services, offers and features which may be posted from time to time (the “Guidelines”). All such Guidelines are hereby incorporated by reference into this Agreement.
The Company may make modifications, deletions and/or additions to this Agreement (“Changes”) at any time. Changes will be effective: (i) thirty (30) days after the Company provides notice of the Changes, whether such notice is provided through the Services, is sent to the email address associated with your account or otherwise; or (ii) when you opt-in or otherwise expressly agree to the Changes or a version of this Agreement incorporating the Changes, whichever comes first. If the changes have an adverse material effect on the Customer User and the Customer User does not agree to such changes, the Customer has the right to terminate the Agreement and be refunded for the remaining period of the Term.
5. OWNERSHIP AND PROPRIETARY RIGHTS
The Services are owned and operated by the Company. The content, visual interfaces, information, graphics, design, compilation, computer code, products, software, Services, and all other elements of the Services that are provided by the Company (“Company Materials”) are protected by copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. For clarity, the Company Materials do not include Private User Data or User Data (as defined below) or any other content owned by and submitted by Users to the Services (i.e. data you upload, you own). All Company Materials contained on the Services are the copyrighted property of the Company or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, services marks, and trade names are proprietary to the Company or its affiliates and/or third-party licensors. Except as expressly authorized by the Company, you agree not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Company Materials. You are not required to provide any ideas, feedback or suggestions regarding the Services or any of the Company’s products or services (collectively, “Feedback”) to the Company on the Services or the Company’s business. To the extent you do provide any Feedback to the Company, you agree to assign and hereby do assign all right, title and interest in and to such Feedback to the Company and acknowledge that the Company may freely use, reproduce, modify, distribute, make, have made, sell, offer for sale, import and otherwise exploit in any manner such Feedback without payment of any royalties or other consideration to you.
6. USER DATA
The Customer User is granted and retains ownership of all the content the Customer User uploads to the Admin Services in connection with using the Services (“User Data”).
The App User retains ownership of data uploaded to the App (“Private User Data”). App Users may, by sending a referral or other similar explicit acts, choose to share data with the Customer User. By sharing Private User Data the Customer User is granted and retains ownership of a separate copy of the data provided to the Customer User by the App User. You hereby grant the Company a worldwide, non-exclusive, fully paid-up, royalty-free, irrevocable and transferable license to use, reproduce, compile, display, distribute and perform User Data in order to provide the Services and in an aggregate manner use the User Data to analyse and learn from the data in order to improve and further develop the Services or new services.
You shall be solely responsible for your own User Data and the consequences of posting or publishing them to the Services. You hereby represent and warrant that you own your User Data or otherwise have all licenses, rights, consents, and permissions necessary for the posting of your User Data within the Services.
The Company may, at any time, remove from the Services any User Data that in the sole judgment of Company violates this Agreement or create an adverse material effect on the Company.
In connection with User Data, you further agree that you will not: submit material that is unlawful, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or is otherwise inappropriate or constitutes sensitive data under the Swedish Personal Data Act (1998:204). The Company does not endorse any User Data or any opinion, recommendation, or advice expressed therein, and the Company expressly disclaims any and all liability in connection with submission of User Data.
You understand and acknowledge that you may be exposed to User Data that is inaccurate, offensive, indecent, or objectionable, and you agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against the Company with respect thereto.
7. SUPPORT AND MONITORING USERS AND CONTENT
The Company is under no obligation to provide support to the User regarding the Services. The Parties may agree separately on any arrangements to provide support.
8. PROHIBITED USES
As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by this Agreement. Access to the Company Materials and the Services from territories where their contents are illegal is strictly prohibited. Users are responsible for complying with all local rules, laws, and regulations including, without limitation, rules about intellectual property rights, the Internet, technology, data, email, or privacy.
You may not use the Services in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party’s use of the Services. You may not intentionally interfere with or damage the operation of the Services or any other User’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code. You may not remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Services, features that prevent or restrict the use or copying of any content accessible through the Services, or features that enforce limitations on the use of the Services. You may not attempt to gain unauthorized access to the Services, or any part of it, other accounts, computer systems or networks connected to the Services, or any part of it, through hacking, password mining or any other means or interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Services. You agree neither to modify the Services in any manner or form, nor to use modified versions of the Services, including (without limitation) for the purpose of obtaining unauthorized access to the Services.
The User may not decompile or reverse engineer the software of the Services or by any other means try to recreate the source code of the software or make copies for archival or disaster recovery purposes, other than as by, at each time, mandatory law.
You may not send junk mail to other Users or the Company, including, but not limited to unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures.
9. ACCOUNT INFORMATION
You agree that the information you provide to the Company upon registration and at all other times will be true, accurate, current, and complete. You also agree that you will ensure that this information is kept accurate and up-to-date at all times. If changes entail a fundamental degradation of the Services, a refund in accordance with Section 4 is available.
When you register you may be asked to provide a password or in a similar way, login or activate an account. As you will be responsible for all activities that occur under your password and account, you should keep your password and login information confidential. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. If you have reason to believe that your account is no longer secure (for example, in the event of a loss, theft or unauthorized disclosure or use of your account ID or password), you will immediately notify the Company. You may be liable for the losses incurred by the Company or others due to any unauthorized use of your account.
11. USER COMMUNICATION
Under this Agreement, you consent to receive communications from the Company electronically. We will communicate with you by email or by posting notices on the Services. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
12. AVAILABILITY OF SERVICES
The Company may make changes to or discontinue any of the features and functionality available within the Services at any time, and without notice.
13. THE RELATIONSHIP BETWEEN APP USER, CUSTOMER USER AND COMPANY
As between the Company and the Customer User, the Customer User and the App User agree that it is solely Customer User’s responsibility to (a) inform App Users of any relevant customer policies and practices and any settings that may impact the processing of User Data; (b) obtain any rights, permissions or consents from App Users that are necessary for the lawful use of User Data and the operation of the Services; and (c) respond to and resolve any dispute with an App User relating to or based on User Data, the Services or Customer User’s failure to fulfill these obligations. The Company makes no representations or warranties of any kind, whether express or implied, to the App User relating to the Services, which are provided on an “as is” and “as available” basis.
14. THIRD PARTY RIGHTS
This Agreement is not intended to give rights to anyone except you and the Company, except as stated otherwise below.
Below are terms that mainly govern the use of the Services through the App.
When accessing the App through the iTunes App Store or Mac Store
Acknowledgement: You acknowledge that the Agreement is concluded between you and the Company, and not with Apple, Inc. You acknowledge that your use of the App is subject to the iTunes usage rules as set out at http://www.apple.com/legal/internet-Services/itunes/us/terms.html (the “iTunes Usage Rules”) (which you acknowledge you have had the opportunity to review) and in the event of a conflict between the Agreement and the iTunes Usage Rules, the iTunes Usage Rules shall take precedence.
Scope of Licence: Your licence to use the Services through the App is limited to use of the Services on an Apple device that you own or control and as permitted in accordance with iTunes Usage Rules.
Maintenance and Support: Apple, Inc. has no obligation whatsoever to furnish any maintenance and support Services with respect to the App.
Warranty: To the maximum extent permitted by applicable law, Apple, Inc. will have no warranty obligation whatsoever with respect to the App.
Product Claims: The Company acknowledge that the Company, not Apple, Inc. is responsible for addressing any claims you or any third party may have relating to the App or your possession and/or use of that App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation. Our liability to you is not limited beyond what is permitted by applicable law.
Intellectual Property Rights: In the event of any third party claim that the App or your possession and use of that App infringes any third party’s intellectual property rights, the Company, and not Apple, Inc. will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.
Legal Compliance: You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Third Party Beneficiary: Apple, Inc. and its subsidiaries, are third party beneficiaries of the Agreement, and that, upon your acceptance of the Agreement, Apple, Inc. will have the right (and will be deemed to have accepted the right) to enforce the Agreement against you as a third party beneficiary thereof.
When accessing the App through the GooglePlay Marketplace
You acknowledge that your use of the App is subject to the Google Play terms of service, as set out at https://play.google.com/intl/en-GB_uk/about/play-terms.html.
15. TERM AND TERMINATION
The Agreement shall enter into force on the Effective Date. The Agreement shall remain in force until terminated in accordance with this Section 15.
The Agreement is automatically terminated when the Term of the Services has ended and the Customer User has not extended the Term by paying applicable fees. A User may terminate this Agreement at any time and the termination will take effect one (1) month after written notice has been provided. Written notices are to be sent to firstname.lastname@example.org. The User shall pursuant to termination of the Agreement in accordance with this Section 15 not be entitled to any refund of fees which have been paid for the Services.
You agree that the Company, in its sole discretion if it deems that your use of the Services materially breeches this Agreement or creates a material adverse effect on the Company, may terminate your Services account or your use of the Services, and remove and discard all or any part of your account or any User Data, at any time. You agree that any termination of your access to the Services or any account you may have or portion thereof may be effected without prior notice, and you agree that the Company shall not be liable to you or any third party for any such termination and loss of data. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the Services may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies the Company may have at law or in equity.
16. DISCLAIMERS; NO WARRANTIES
The Services and any software or Services made available in conjunction with or through the Services are provided “as is” and without warranties of any kind either express or implied. To the fullest extent permissible pursuant to applicable law, the Company, and its suppliers, licensors and partners, disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights.
The Company, and its suppliers, licensors and partners, do not warrant that the features contained in the Services will be uninterrupted or error-free, that defects will be corrected, or that the Services or the server that makes it available is free of viruses or other harmful components. Furthermore, the Company, and its suppliers, licensors and partners do not warrant that there will be no loss of data at some point in time and no warranties are made regarding delivery time.
The Company, and its suppliers, licensors and partners, do not warrant or make any representations regarding the use or the results of the use of the Services in terms of its correctness, accuracy, reliability, or otherwise. You understand and agree that you download, or otherwise obtain media, material, or other data through the use of the Services at your own discretion and risk and that you will be solely responsible for any damage to your computer system or loss of data that results from such material or data.
17. INDEMNIFICATION; HOLD HARMLESS
The Customer User agrees to indemnify and hold the Company and its affiliated companies, and each of their directors, officers, employees, contractors, suppliers and partners, harmless from any claims, losses, damages, liabilities, costs and expenses, including attorney’s fees, arising out of or relating to User’s use or misuse of the Services, breach of this Agreement or violation of the rights of any other person or entity, except solely to the extent any of the foregoing arise out of the willful misconduct or gross negligence of the Company. The Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter for which you are required to indemnify the Company and you agree to cooperate with the Company’s defense of these claims.
18. LIMITATION OF LIABILITY AND DAMAGES
Under no circumstances, including, but not limited to, negligence, shall the Company or its affiliates, contractors, employees, agents, or third-party partners or suppliers, be liable to you for any special, indirect, incidental, consequential, or exemplary damages that arise out of, relate to or result from your use or the inability to use the Company Materials, the Services itself (including any loss or disclosure of User Data), or any other interactions with the Company, even if the Company or a company authorized representative has been advised of the possibility of such damages. Applicable law may not allow the limitation or exclusion of liability or incidental or consequential damages, so the above limitation or exclusion may not apply to you. In such cases, the Company’s liability will be limited to the extent permitted by law.
In no event shall the Company’s or its affiliates, contractors, employees, agents, or third- party partners or suppliers’ total liability to you for all damages, losses, and causes of action arising out of or relating to these terms or your use of the Services (whether in contract, tort, warranty, or otherwise) exceed what you have paid for the Services.
The Parties stipulate that the foregoing exclusions and limitations on damages are reasonable under the circumstances and that without such exclusions and limitations, the Company would have to had to charge substantially higher fees.
19. PROCESSOR UNDERTAKING
The Company will process Personal Data of foremost third parties on behalf of the User.
Personal data means any information that directly or indirectly can be related to a natural living person (“Personal Data”). “Processing” means any operation or set of operations which are performed upon Personal Data, whether or not by automatic means, such as collection, recording, organization, storage, alteration, use or deletion.
For the sake of clarity, “User” refers to the App User when the App User controls the Processing of Personal Data (e.g. its contact list or referral history in the User’s personal instance of the App) and refers to the Customer User when the Customer User controls the Processing of Personal Data (in the Admin Services). The Customer User will not be able to access the Personal Data uploaded to the Services by the App User unless the App User decides to send the Personal Data to the Customer User.
The Controller is responsible for the Processing of Personal Data in accordance with the Personal Data Act (1998:204) (“PDA”). On the 25 May 2018, a new regulation concerning personal data will enter into force (the “GDPR”). Prior to the enactment of the GDPR, the Parties intend to enter into a new agreement regarding the Processing of Personal Data which will replace the parts of this Agreement in order to ensure compliance with the GDPR.
The Processor undertakes:
(i) only to process the Personal Data in accordance with this Agreement, the Controller’s provided instructions at any given time, and the PDA;
(ii) only to transmit or make the Personal Data available to a third party following consent by the Controller;
(iii) to only subcontract its processing of the Personal Data after having received the Controller’s prior written consent, and ensure that an agreement is entered into between the Processor and subcontractor with obligations of the subcontractor that are as least as strict as the Processor’s obligations under this Agreement;
(iv) not to transfer any of the Personal Data to any country outside of the EU/EEA without Controller’s prior written consent.
(vi) to notify the Controller as soon as possible if any suspicion of unintentional or unwanted access to the Personal Data arises, as well as to provide information about any other circumstances in connection with the Processor’s processing of the Personal Data that are likely to be of material importance to the Controller;
(vii) upon Controller’s request, provide information regarding the Personal Data, correct, block, and erase the information as well as in any other way assist the Controller for the purpose of the Controller’s fulfilment of its obligations under the PDA;
(viii) upon Controller’s request, but at the maximum twice (2) a year, provide the Controller with a written report that specifies the measures which are taken by the Processor in order to comply with the commitments prescribed in the Agreement;
(x) implement and maintain such technical and organizational measures that are necessary to protect the Personal Data from accidents, changes, unauthorized access or distribution, in particular if the processing contains transmission of data in a network, as well as from any other kind of unauthorized processing. The organizational and technical measure shall ensure an adequate level of security taking into consideration (i) the technical possibilities, (ii) the costs for taking such measures, (iii) the sensitiveness of the data, and (iv) the risks involved in the personal data processing; as well as
(xi) ensure that only such employees of the Processor who may be required by Processor to assist in fulfilling its obligations under this Agreement have access to Personal Data.
20. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by the substantive laws of Sweden.
Any dispute controversy or claim, contractual or non-contractual, arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”).
The place for arbitration shall be Stockholm and the language of the arbitral proceedings shall be English.
The Parties undertake and agree that all arbitral proceedings conducted with reference to the arbitration clause set out in this Section will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the written consent of the other Party. This notwithstanding, a Party shall not be prevented from disclosing such information in order to safeguard in the best possible way his rights vis-à-vis the other Party in connection with the dispute, or if the Party is obliged to so disclose pursuant to statute, regulation, a decision by an authority or similar.
You agree that any cause of action arising out of or related to this Agreement or the Services must be commenced by you within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
A provision of this Agreement may be waived only by a written instrument executed by the Party entitled to the benefit of such provision. The failure of any Party at any time to require performance of any provision of this Agreement shall in no manner affect such Party’s right at a later time to enforce the same. A waiver of any breach of any provision of this Agreement shall not be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.
This Agreement and related Guidelines, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by the Company without restriction.
Sections 3, 5, 6, 7, 8 and 11 through 22 will survive any termination of this Agreement.
22.5. Entire Agreement
This is the entire agreement between us relating to the subject matter herein and shall not be modified except in a writing, signed by both Parties, or by a change to this Agreement or Guidelines made by the Company as set forth in Section 3 above.
The Services hereunder are offered by Great People Applications AB, email: email@example.com, telephone: +46 8 519 71 440.