TERMS AND CONDITIONS AND PRIVACY POLICY
Last updated 2022-12-14
Vocean AB (the “Licensor”) runs and operatesthe Software and offers licenses to the Software on the terms and subject to the conditions set out in these Terms and Conditions. Accessing Software or authorizing or permitting anyone to access or use Software, shall be understood as an acceptance to be bound by these Terms and Conditions, including the Privacy Policy and Personal Data Processor Agreement set forth herein, as they may stand from time to time. If you (“Licensee”) accept these Terms and Conditions on behalf of a company, organization, or another legal entity ( “Entity”), these Terms and Conditions shall be applied between Licensor and such Entity, and you representto Licensor that you have the authority to bind such Entity to these Terms and Conditions, in which case the term “Licensee” herein shall refer to such Entity and not to you. If you do not have such authority, or if you do not agree with these Terms and Conditions, you must not accept these Terms and Conditions and may not use the Software or any service provided hereunder. Updates to these Terms and Conditions, including the Privacy Policy and Data Processing Agreement, are published on http://www.vocean.com. Licensee’s continued use of the Software following the posting of changes to these Terms and Conditions, including the Privacy Policy and Data Processing Agreement, shall be deemed as Licensee’s acceptance of those changes. The Terms and Conditions were last updated on 2022-12-14.
DEFINITIONS
The following terms are defined thus:
“Authorized User” refers to a person authorized to use the Software on behalf of the Licensee, directly specified to Licensor by Licensee as set out in section 4.3 below.
“Confidential Information” refers to any confidential information each Party undertakes not to disclose without the other Party’s prior written consent, for the duration of the agreement and for a period of five (5) years thereafter. Any information, whether written or oral, including but not limited to any and all financial, technical, marketing, commercial, legal, or any other information which the other Party has indicated to be confidential, shall always be considered confidential.
“Contracted Processor” means a Sub-processor.
“Data Transfer” means
a) a transfer of Company Personal Data from the Licensee to the Licensor; or
b) an onward transfer of Company Personal Data from the Licensor to a Sub-processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be according to the Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws).
“EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including the GDPR and laws implementing or supplementing the GDPR.
“GDPR” means EU General Data Protection Regulation. “License” refers to the right to access and use the Software and to receive updates and support for the Software as set out by these Terms and Conditions, pursuant to section 1.1.“License Period” refers to the time period for which Licensor has agreed to provide a License to Licensee,subject to Licensee’s payment of the license fee.
“License Plan” refers to the scope of the Software licensed, e.g.the specification of a software or app or other product or service, which the Licensor offers to the Licensee individually or as a part of a package, and the specification of the license fee payable for the License. “Licensee” refers to the Party granted the non-exclusive right to use the provided Licenses and Software. Licensee is fully responsible for all use of the Software by Authorized User. “Licensee Data” refers to any and all data entered into the Software by the Licensee or an Authorized User.
“Licensor” refers to the Party which offers and grants to Licensee a limited right to access and use the Software and to access and use the support service.
“Party” refers to Licensor or to Licensee, respectively.
“Parties” refers to Licensor and Licensee collectively.
“Personal Data” refers to the meaning attributed to it in the Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation).
“Software” refers to any cloud solution provided by Licensor, including but not limited to the online platform Vocean, apps distributed by Licensor, or any other product, and to services provided by
Licensor, to which Licensee has access pursuant to a License granted by Licensor under section 1.1.
“Sub-processor” means any party appointed by or on behalf of Licensor; to process Personal Data on behalf of the Licensee in connection with the Agreement.
“Terms and Conditions” refers to these Terms and Conditions, including the Privacy Policy and Personal Data Processing Agreement, as well as any and all attachments thereto, also
referred to as the Agreement.
The terms, “Commission“, “Controller“, “Data Subject“, “Member State“, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
1. GENERAL LICENSE INFORMATION
1.1 Licensor hereby grants to Licensee a limited right to access and use the Software and to access and use support as set out by these Terms and Conditions during the License period, pursuant to the License plan agreed between the Parties.
1.2 Licensee is entitled to an extension of the License period without any additional cost to the
Licensee, if the License cannot be used because of:
a) Software failure in accordance with section 5.1, or
b) Software restriction in accordance with section 7.1 (collectively referred to below as “Error”).
1.3 Licensee is only entitled to an extension of the License period at no additional charge under section 5.1 or 7.1, if the Error lasts for more than ten (10) working days and Licensee addresses a claim to Licensor of an extension of the License period within thirty (30) business days of the Error being rectified. The extension of the License period shall be no longer than the total number of days of which the License could not be used due to the Error.
1.4 Any data Licensee entersinto the Software and any configurations or customizations made to the Software by or for Licensor, during Licensee’s free trial will be permanently lost within a reasonable time unless Licensee purchases a License to the same Software as covered by the trial, or exports such service data, before the end of the trial period.
2. GENERAL SOFTWARE INFORMATION
2.1 Licensor shall:
a) from the agreed start date, assist with the setup of the Software and provide the Software to Licensee with the service levels specified for the Software in these Terms and Conditions. Assistance with the setup will be provided in the form of an email support available to Licensee;
b) otherwise provide the Software in a professional manner;
c) provide support regarding the use of the Software according to these Terms and Conditions;
d) correct faults in the Software pursuant to these Terms and Conditions, as well as
e) ensure that the Software complies with applicable legal and contractual requirements.
3. LICENSEE COMMITMENT
Licensee shall:
a) provide Licensor with the information required for the setup of the Software if requested by Licensor, review actions, make decisions and otherwise continue to provide the information requested by Licensor in order for Licensor to fulfil its obligations under the Terms and Conditions;
b) have a working internet connection, equipment and software required to be able to use the Software, and have access to the other services required to use the Software;
c) ensure that Licensee’s data is
(i) free from viruses, trojans, worms or other harmful software or code,
(ii) in an agreed format, and
(iii) not, intentionally, going to otherwise damage or negatively affect the Licensor’ssystem or Software.
4. LICENSEE’S USE OF SOFTWARE
4.1 Licensee is granted the non-exclusive right to use theprovided Licenses and Software solely for Licensee’s ownuse and specified Authorized Users (according to section 4.3).
4.2 Licensee may not copy, decompile, or otherwise modify the supplied Software to any extent other than that permitted by law. Licensee may not transfer or sublicense their rights.
4.3 Licensee is responsible for specifying each Authorized User to Licensor, and for keeping Licensor updated on its number and specifics of Authorized Users of the Software. Licensee may not allow anyone other than Authorized Usersto use the Software. Licensee is fully responsible for all use of the Software by Authorized Users, and undertakes to inform each Authorized User of these Terms and Conditions as they may stand from time to time. Any breach of these Terms and Conditions made by Authorized User shall be understood as a breach made directly by Licensee.
4.4 The Licensee hereby grants to Licensor a limited, non-transferable, non-exclusive, revocable, and royalty-free license to use Licensee ́s trademarks and logos solely forthe purpose of portraying such visual adjustments of the Licensee user profile as have been set up in the Software by Authorized User.
5. FAULTS AND DEFECTS IN THE SOFTWARE
5.1 Save as specifically exempt under section 5.2, in the event of a Software error that in a significant way causes Licensee to not be able to use the Software according to the services included in a License or License plan as agreed between the Parties, Licensor shall rectify the problem without delay and without charge to Licensee.
5.2 Licensor is not responsible for errors caused by:
a) Licensee’s use of the Software in any way other than as stated in the current documentation, Licensor’s written instructions or according to these Terms and Conditions;
b) viruses or other external attacks;
c) flaws or bugs in the Software;
d) circumstances for which Licensee is responsible.
6. CHANGES TO THE SERVICE
6.1 Licensor may make changes to the Software or how the Software is provided without prior notice to Licensee.
6.2 New changes in the Software are provided in the Changelog provided via the following link: https://vocean.com/changelog/.
7. LIMITATION OF ACCESS TO THE SERVICE
7.1 Licensor has the right to end or restrict access to the Software if the provision of the Software entails serious damage or risk of serious damage to Licensor. Licensormay not in connection to such measures take any other action than what is justifiable under the circumstances.
7.2 Licensor shall notify Licensee as soon as possible of any restriction of access to the Software.
7.3 Licensor has the right to take action affecting the availability of the Software if required for technical, maintenance, operational or security reasons. Licensor shall take such action promptly and in such a way as to limit the disruption. Licensor shall notify the Licensee within areasonable period before such action.
8. AVAILABILITY OF SUPPORT AND SOFTWARE
8.1 SOFTWARE
a) The Software must be available to Licensee for atleast 99.5% of the total operational time during a calendar month.
b) Licensor has the right to exclude the following fromtotal operational time of Software
availability (exemptions):
(i) If a scheduled maintenance window or required maintenance window occurs that is in
violation with 8.1 a the Licensor shall notify the Licensee at least within one week before
such action.
(ii) Downtime caused by Licensee or a third party for which Licensee is responsible.
(iii) Downtime caused by Licensee’s software or system.
(iv) Downtime caused by sub- processor’s software or system.
(v) Circumstances as per paragraph 8.2.
c) Calculation of availability is based on total downtime (D), operational time (OT) and exemptions (E) as per section8.1a and 8.1b. Availability is calculated using the following formula:
8.2 SUPPORT
a) Licensee has access to email support, support@vocean.com, during support working hours between 08:30 – 16:30 (CET) Monday-Friday. Depending on the License plan agreed between the Parties, additional support such as phone support and chat support may be available under the License plan. Information on the support working hours are provided for the Licensee at the Licensor’s website.
b) Support is closed
(i) on all public holidays, pursuant to the SwedishPublic Holidays Act (1989:253),
(ii) on Saturdays and
(iii) on Christmas Eve, New Year’s Eve, days before public holidays and Midsummer’s Eve, and as per the information provided by Licensor through the Software, or Licensor’s website..
c) Licensee can submit a support request to Licensor via the support email provided in the Software.
d) The following Service Level Agreement (SLA) levels apply to a support request from Licensee to Licensor, received at the applicable email address as per section
8.2c:
First response on support request in 80% of the cases within 48 hours during opening hours, as set out in sections 8.2a and 8.2b, and pursuant to the Licensor’s undertaking of availability under section 8.1.
e) Specific SLA times shall apply when Licensee receives a written confirmation from Licensor that Licensor has received the support request. It is only during support opening hours that the SLA levels apply and are calculated.
f) Licensee must restart the Software, update the Software, modify the Software, and assist as much as possible, if Licensor support considers this necessary to solve the problem or help troubleshoot. For the avoidance of doubt, any modification as indicated in this section shall always be considered as authorized by Licensor and thus not in violation of section 4.2 above.
9. INDEMNITY, FEES AND TERMS OF PAYMENT
9.1 Licensor charges license fees for use of the Software in advance.
9.2 The fee shall be payable monthly, unless otherwise specifically agreed between the Parties. Invoices are payable in full within thirty (30) days after issuance, unless otherwise specifically agreed between the Parties. Licensor’s failure to provide the Licensee with a timely invoice shall not prejudice Licensor’s right to collect any fees owed by the Licensee.
9.3 Subject to what is set out in Section 9.2, any default in payment that persists for longer than fortyfive (45) days will entitle Licensor, upon at least seven (7) days’ ́prior written notice to the Licensee, to suspend the access of the Licensee and any Authorized User to the Software until such time full payment has been made. In the event of any late payment of the fees due under this Terms and Conditions, the Licensee shall be liable to pay interest on the amount of the late payment from the due date to the date of receipt by Licensor, at the maximum rate (8 %) permitted under Swedish law.
9.4 Licensor has the right to check that the number of Licenses Licensee is charged for, is not less than the actual number of registered Authorized Users, available activities or Software products or functions in the Software, under the agreed License. Licensor has the right to, within 180 days from the date of payment of the license fee, charge Licensee for any difference between actual and licensed use during the recent 180 days. Where applicable, Licensee shall pay the difference in proportion to the actual number of Authorized Users, activities, or functions available throughout the License.
9.5 The License is perpetual and shall be renewed at the end of the License period, unless cancelled. Cancellation of a License must be made no later than three (3) months before the end of the License period, unless otherwise specifically agreed between the Parties.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 Licensor owns all intellectual property rights in and to the Software.
10.2 Licensor takes responsibility, and shall save, defend and hold Licensee and Licensee’s employees, officers, and directors harmless, should Licensee’s use of the Software infringe on third party copyright, patent or other intellectual property rights.
10.3 Licensor’s commitment as per paragraph 10 applies if:
a) Licensor, without undue delay, but no later than two (2) weeks after Licensee became aware of the alleged infringement, is notified in writing by Licensee of any claim alleged or action brought; and
b) Licensee has used the Software in accordance with these Terms and Conditions.
10.4 In the event of an infringement of third party’s intellectual property rights, Licensor has the right, at its own expense, to take over the dispute and bring proceedings on behalf of Licensee. Licensor, as far as legally possible and after consultation with Licensee, may then decide on the defense against such action and conduct negotiations concerning settlement or resolution.
10.5 If an infringement is found to exist or it is likely that such an infringement exists Licensor shall at its own expense and according to Licensee’s wishes:
a) ensure for Licensee the right that has been restricted by the infringement so that the Software can be used unhindered; or
b)replace or make any technical and other changes to Software, required to ensure that infringement as described above no longer exists and that Licensee may thereby use the Software in accordance with these Terms and Conditions.
10.6 If Licensee intends to display information or third party information feeds through the Software for Licensee’s own purposes, Licensee shall obtain written consent from that third party. If Licensee has not obtained such consent, Licensee shall hold Licensor harmless from all third party claims.
11. LICENSEE DATA
11.1 Licensee retains all rights to the Licensee Data and Licensor shall only use the Licensee Data in accordance with these Terms and Conditions and otherwise in order to fulfil its obligations to Licensee and/or to exercise its rights under these Terms and Conditions.
11.2 Upon termination of the License period, Licensee will not have access to the Software and Licensor will permanently delete and destroy the Licensee Data in accordance with Licensor’ standard procedures for deletion of data, which inter alia includes
(i) that Licensor reserves the right to permanently delete and destroy all copies of the Licensee Data the day following the last day of the License period; and,
(ii) that Licensor will, unless otherwise required by mandatory applicable law, permanently delete and destroy all copies of the Licensee Data within a reasonable timeframe, taking into account the backup and administrative procedures applied by Licensor from time to time. It is the sole obligation of Licensee to ensure that it possesses necessary back-up of the Licensee Data that it desires to retain when the License is terminated.
11.3 During the License period, Licensee may export and download all Licensee Data from the Software. If Licensee requires assistance to export and download Licensee Data, Licensee shall provide a written request to Licensor no later than (fifteen) 15 days prior to the end of the License period. Assistance will be provided against an administrative fee. Licensee shall take full responsibility of managing exported Licensee Data according to Swedish laws and regulations.
12. CONFIDENTIALITY
12.1 Each Party undertakes not to disclose any confidential information without the other party’s prior written consent, for the duration of the Agreement and for a period of five (5) years thereafter. Any information, whether written or oral, including but not limited to any and all financial, technical, marketing, commercial, legal or other information of whatever nature irrespective of whether such
information has been or will be disclosed in writing, verbally or in any other form disclosed to the Party under this Agreement (”Confidential Information”). Licensor price information, as well as any other information whichany Party has indicated to be confidential, shall always be considered Confidential Information.
12.2 Regardless of the above, the term Confidential Information shall not include any information which the Party receiving the information can clearly establish by documented evidence
(i) was at the time of disclosure to it, in the public domain;
(ii) was after disclosure of it, published or otherwise becomes part of the public domain through no fault or breach of the receiving Party;
(iii) was known to the receiving Party prior to such disclosure, without any undertaking towards a third party to keep such information confidential;
(iv) was provided to it from a third party who had a lawful right to disclose such information to it and which was disclosed by such third party without any obligation for the receiving Party to keep such information confidential; or
(v) was independently developed by the receiving Party without use of the Confidential Information of the disclosing Party.
12.3 Any Party shall be entitled to disclose Confidential Information in response to a valid order of a court or any other governmental body having jurisdiction over this Agreement or if such disclosure is otherwise required by law or by any binding applicable stock exchange rules, provided that the party shall first, to the extent possible, notify the other Party of the requireddisclosure and make reasonable efforts to reduce any damage to the other Party resulting from such disclosure.
12.4 The Parties undertake to ensure that any person, including any sub- processor or other third party, given access to Confidential Information will comply with the confidentiality undertakings set out in this Agreement.
12.5 When Licensee no longer uses any Software, service or License from Licensor or one Party receives a reasonable request from the other Party, the Party shall without undue delay return all Confidential Information to the other Party and provide a written certificate stating that it has destroyed or returned all documents and other property belonging to the other Party.
13. LIMITATION OF LIABILITY
13.1 If a Party is prevented from fulfilling its obligations under these Terms and Conditions due to circumstances which the Party could not reasonably have had control over, such as lightning strikes, labor conflicts, fire, government intervention and failure or delay in subcontractor services due to circumstances specified herein, this shall constitute an exemption which extends the performance period and grants immunity from damages and other possible penalties. In the event that execution of the Agreement is to a substantial extent prevented for more than three (3) months due to the circumstances mentioned above, each Party may, without any liability, withdraw in writing from any Agreement thereby affected.
13.2 Should liability be incurred, unless intentional or gross negligence exists, Party’s liability per calendar year shall be limited to direct damage and to a total amount corresponding to 100 percent of the annual license fee to which Licensor is entitled excluding any liability based on any indemnity for which full liability shall apply.
13.3 Unless intentional or gross negligence occurs, Party is not responsible in any case for loss of data, loss of profits or other indirect damage or loss including the other Party’s liability to third parties excluding any liability based on any indemnity for which full liability shall apply.
13.4 In order not to lose its right to compensation, Party shall make a claim to the other Party within six (6) months from the date when the damage is discovered or reasonably should have been discovered.
14. CHOICE OF LAW AND DISPUTE SETTLEMENT
14.1 This Agreement shall be governed by and construed in accordance with the laws of Sweden, excluding its conflict of laws principles providing for the application of the laws of any other jurisdiction.
14.2 If a Party considers that a dispute has arisen in respect of this Agreement, the Party shall give written notice to the otherParty specifying the nature of the dispute. The Parties shall use reasonable endeavors and negotiate in good faith to resolve any dispute arising in respect of this Agreement. Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, which cannot be amicably settled shall be finally resolved by arbitration in accordance with the Rules for Expedited Arbitration of the Arbitration Institute of the Stockholm Chamber of Commerce. Theseat of arbitration shall be Stockholm, Sweden and the language to be used in the arbitral proceedings shall be English unless the Parties agree otherwise. All costs for arbitration shall be borne by the losing Party. Arbitral proceedings, information disclosedand documents submitted or issued by or on behalf of eitherParty or by the arbitrators in such proceedings, as well as decisions and awards made or declared in the course of such proceedings, shall be kept strictly confidential and may not be used for any other purpose than these proceedings, nor be disclosed to any third party without the prior written consent of the Party to which the information relates.
15. PREMATURE TERMINATION
15.1 Each Party has the right to immediately terminate the Agreement
a) If the other Party substantially violates its obligations under the Agreement and has not taken corrective action within 30 days of a written request, addressed to the other Party with reference to this paragraph; or
b) If the other Party is bankrupt, entering into liquidation, initiating formal or informal business reconstruction or otherwise likely to be in a state of, or on its way to, insolvency.
16. PRIVACY POLICY
16.1 This Privacy Policy addresses Licensor’s processing of the Software, including the collection, use, maintenance and disclosure of Personal Data of Licensee,Authorized User and other persons being invited by an Authorized User to submit information for the purpose of use within the Software (each below a “User”) . This Privacy Policy applies to the Software provided under these Terms and Conditions.
16.2 All Licensor processing of Personal Data is in accordance with this Privacy Policy and current data protection legislation, such as the General Data Protection Regulation (EU) 2016/679 (“GDPR”). Licensor asks Users to carefully read this Privacy Policy before sharing any Personal Data with us.
16.3 Licensor may collect Personal Data from Users in a variety of ways, including, but not limited to, when Users visit the Software and in relation to other activities, services, features or resources Licensor make available through the Software. Users may be asked to provide, optionally as appropriate, name, email address, mailing address, personal options, company name, job-title, and phone number.
16.4 In the event a User declines to supply Personal Data, it may prevent them from using all Software functions otherwise available.
16.5 Licensor may collect data about Users when they interact with Software. Such data may include the browser name, the type of computer and other technical information about Users, means of connection to the Software, such as the operating system and the Internet service providers utilized, and other similar information.
16.6 Software may use “cookies” to enhance User experience.. Cookies are handled as set out by these Terms and Conditions, pursuant to section 19.
16.7 We as Licensor may collect and use Personal Data to perform the contract with Licensee or, as regards Authorized Users, because Licensor have a legitimate interest in performing the contract with Licensee. Licensor may also collect and use Personal Data to comply with legal obligations, such as bookkeeping.
16.8 Licensor may collect and use Personal Data for the following purposes
a) to improve its services (information which the User provides helps Licensor respond to Licensee service requests and support needs more efficiently)
b) to improve Software and Software functions and Software reports (Licensor may use feedback that the User providesto improve its products and services)
16.9 Licensor shall save Personal Data only for the time necessary to fulfill the purposes of Licensor’s processing or for as long as required by law. Licensor does not perform any processing that includes automated decision-making (including profiling).
16.10 Licensor may use the User’s email address and telephone number to send User information and updates pertaining to their use of the Software and to provide support for the use of the Software. It may also be used to respond to User’s inquiries, questions, and/or other requests. User may be included in mailing andtelephone list, and receive text messages and emails asregards updates, related product or service information, etc.
16.11 Licensor is committed to adopting appropriate data collection, storage and processing practices and security measures to protect against unauthorized access, alteration, disclosure, or destruction of Personal Data, including username, password, transaction information and data stored within the Software.
16.12 Licensor does not sell, trade, or rent Users’ Personal Data to others. Licensor may, however,share generic aggregated demographic information regarding visitors and Users with its business partners, trusted affiliates and advertisers for the purposes outlined above. Licensor may use third party service providers for aid in operating its business and the Software, or to administer activities on its behalf, such as providing support, storage, process data and distribute Software. Personal Data are handled by third party services as set out by these Terms and Conditions, pursuant to section 18.
16.13 Under the GDPR, User has explicit rights to protect the integrity and freedom when others process User’s Personal Data. If aUser wishes to exercise any such rights, it can easily be done by contacting Licensor (see contact details at the end of this document). If you believe our processing of your Personal Data is not in compliance with the GDPR, you have the right to lodge a complaint with The Swedish Data Protection Authority, which is the supervisory authority in Sweden.
17. DATA PROCESSING AGREEMENT
17.1 In so far as any Licensee Data constitutes Personal Data, Licensee shall be the controller (determining the purposes and means of the Personal Data processing) and Licensor shall be the processor acting on Licensee’s behalf. As processor, Licensor will only process Personal Data for the purpose of providing the Software to Licensee and in accordance with Licensee’s written instruction. These Terms and Conditions comprise Licensee’s complete instruction to Licensor for the processing of Personal Data and any changes to such instruction shall be agreed in writing between the Parties.
17.2 Licensee shall take full responsibility for all Licensee Data and Personal Data, in particular Licensee’s obligations under the applicable laws and regulations relating to privacy and data protection; in relation to the data subjects as well as in relation to authorities, and Licensee commits to being lawful, fair, and
transparent.
17.3 If a data subject, the data protection authority, or any other third-party requests information from Licensor regarding the processing of Personal Data, Licensor shall forward such request to Licensee. Licensee shall provide prompt and clear instructions to Licensor in respect of dealing with such request and Licensor will, if needed, provide reasonable assistance to Licensee.
17.4 Licensor shall implement appropriate technical and organizational measures that are no less protective thanLicensor’s standard procedures for security and backup, to protect Personal Data
processed on behalf of Licensee. Licensor shall make its standard proceduresfor security and backup available to Licensee uponrequest.
17.5 If Licensor becomes aware of a security incident constituting a security breach and/or unauthorizedaccess to the Software which results in loss, disclosure, or change of Authorized User’s
Personal Data, Licensor will as soonas reasonably practicablenotify Authorized User of such security incident. Following such anincident Licensor shall, uponrequest by Licensee, promptly provide
Licensee with all information and documentation that Licensor has available regarding the Software relating to the incident.
17.6 Licensor commits to ensuring that all employees who process Personal Data are obligated to maintain confidentiality and that all employees are under obligation to keep company and trade secrets confidential and to handle data media and files with care.
17.7 On a confidential need-to-know basis, Licensee shall upon request have a right to audit Licensor’s processing of the Personal Data and such audit may be performed as agreed between Licensor and Licensee.
17.8 Licensor shall at Licensee’s cost provide Licensee with reasonable cooperation and assistance needed to fulfil Licensee’s obligation under the GDPR to carry out a data protection impact assessment related to Licensee’s use of the Software, to the extent Licensee does not otherwise have access to the relevant information, and to the extent such information is available to Licensor. Licensor shall provide reasonable assistance to Licensee in the cooperation or prior consultation with a Supervisory Authority in the performance of its tasks relating to these Terms and Conditions, to the extent required under the GDPR.
17.9 Licensor shall, to the extent legally permitted, promptly notify Licensee if Licensor receives a request from a User to exercise the right of access, right to rectification, restriction of processing, erasure (“right to be forgotten”), data portability, object to the processing, or its right not to be subject to an automated individual decision making (“Data Subject Request”). Taking into account the nature of the processing, Licensor shall assist Licensee by appropriate technical andorganizational measures, insofar as this is possible, for the fulfilment of Licensee’s obligation to respond to a Data Subject Request under data protection laws and regulations. In addition, to the extent Licensee, in its use of the Software, does not have the ability to address a Data Subject Request, Licensor shall upon Licensee’s request provide commercially reasonable efforts to assist Licensee in responding to such Data Subject Request, to the extent Licensor is legally permittedto do so and the response to such Data Subject Request is required by law or regulation. Licensee shall compensate Licensor for any costs arising from Licensor’s provision of
such assistance.
17.10 Licensee acknowledges and accepts that Licensor may enlist sub-contractor(s) to provide certain services, such as providing server hosting, and that such sub-contractor may be considered a subprocessor of Personal Data. Licensor will keep the Terms and Conditions updated with the subcontractors used(pursuant to section 18). Where Licensee does not accept a change, Licensee shall be entitled, within a period of three (3) months, provided that the changes have a material adverse effect on Licensee, to terminate the License with immediate effect. Where this Agreement is not terminated by Licensee within the aforementioned time, Licensee shall be deemed to have accepted the change. The sub-processor shall only process Personal Data in accordance with Licensee’s instructions and for the purpose of providing the Software and shall implement and maintain appropriate technical and organization measures to protect the Personal Data. Licensor shall be fully liable for the Sub-processor’s fulfilment of the aforementioned obligations. Except as set forth in this section 17.10, or as Licenseemay otherwise authorize, Licensor will not transfer Personal Data to any third party. Personal Data shall only be processed at an adequate level of protection or special safeguards protecting the Personal Data and the rights of the data subject (e.g.within the EU/EEA).
17.11 Licensee acknowledges that some functionality in the Software is dependent on the use of cookies or similar tracking. If Licensor use such functionality, Licensor shall comply with applicable Swedish laws and regulations. Cookies are handled as set out by these Terms and Conditions, pursuant to section 19.
17.12 Licensee may contact the Licensor at the following address regarding matters relating to privacy and Personal Data: Vocean AB, Sjötullgatan 64, 826 50Söderhamn, Sweden or by e-mail support@vocean.com.
18. SUB-CONTRACTORS WHICH ARE SUB-PROCESSOR OF PERSONAL DATA
18.1 We use Stripe for payment, analytics, and licensing services. Stripe collects and processes personal data, including identifying information about the devices that connect to it’s services. Stripe uses this information to operate and improve the services it provides to us, including for fraud detection and prevention. You can learn more about Stripe and its processing activities at Privacy Policy (stripe.com).
a) Stripe’s data is currently hosted in AWS data centers in the US. Stripe has appropriate safeguards and measures to ensure an adequate level of protection of personal data transferred outside the EEA and Switzerland. Stripe’s existing measures include the EU Commission’s approved SCCs to accommodate international data transfers. Stripe is committed to additional supplemental measures and safeguards which are contractually embedded within the SCCs. You can learn more about Stripe and personal data transfer via Privacy Center – Sweden | Stripe.
b) Stripe use cookies to (i) ensure that their services function properly, (ii) prevent and detect fraud and violations of Stripe terms of service, (iii) understand how visitors use and engage with their website and (iv) analyze and improve their services. Depending on your relationship with Stripe and the domain you are visiting, different cookies apply. For instance, some cookies are set on a public Stripe or Link domain, some on the Stripe Dashboard or a Link settings page, and some on the payment page available to end users who make payments using Stripe services, including Link. Please note that Stripe can change the cookies periodically as they improve or add to their services. For more information, please see their cookie policy at Stripe Cookies Policy.
18.2 We use Auth0 for authentication to our platform. For EU region tenants, the user data will be stored within the EU region. You can learn more about Auth0 and its processing activities via their privacy policy at Auth0 Data Privacy and Compliance.
18.3 We use Microsoft for data storage. For EU region tenants, the user data will be stored within the EU region. You can learn more about Microsoft and its processing activities via their website at General Data Protection Regulation – Microsoft GDPR | Microsoft Learn.
18.4 We use Pipedrive to collect, store and organize the personal data of Clients/Licensees/Authorized users. All EU customers have a contractual relationship with the EU entity, based in Estonia. As all EU customers have a legal relationship with Pipedrives EU entity, this data transfer remains within the EEA. However, if Pipedrive subsequently engages sub-processors outside the EEA, Pipedrive will ensure that they transfer the data lawfully. Pipedrive participates and complies with the EU-U.S. Privacy Shield Framework set forth by the U.S. Department of Commerce regarding the collection, use, and retention of personal information of individuals in the European Union. Pipedrive Inc. has been certified by the Department of Commerce that it adheres to the Privacy Shield Principles. Please note that Pipedrive do not rely on the EU-US Privacy Shield as a data transfer mechanism. To learn more about the Privacy Shield program and to view their certification, please visit
https://www.privacyshield.gov/welcome You can also learn more about Pipedrive, its processing activities, and privacy policy via their website at Privacy Notice | Pipedrive
19. COOKIE POLICY
19.1 Licensor use cookies to
(a) ensure that the Software and services function properly,
(b) prevent and detect fraud and violations of the Terms and Conditions,
(c) understand how visitors use and engage with our software, and
(d) analyze and improve the Software and services.
Depending on your relationship with Vocean and the domain you are visiting, different cookies apply. For instance, some cookies are set on the Vocean website, some on the Vocean platform, and some on the payment page where we use Stripe services (se section 18.1 b).
Cookies play an important role in helping Vocean provide personal, effective, and safe services. Please be mindful that we change the cookies periodically as we improve or add to
our services. Below is a description of the commonly used cookies and the purposes that apply to them. We use cookies that are essential for the operation of our site and services, including
authentication, security, functionality and detect potentially harmful or illegal use. We also use cookies to remember your preferences and to recognize you when you return to our services. Further, we use Google Analytics to collect and analyze information about the use of our webpage and report on activities and trends. This service may also collect information regarding the use of other sites, apps and online resources. You can learn about Google’s practices on the Google website. Vocean do not use cookies for advertisement.
19.2 Opt-out of cookies
Your web browser may allow you to manage your cookie preferences, including deleting and disable Vocean cookies. You can look at the help section of your web browser. If you choose to disable cookies, our Site or Services will not operate as intended.
