Last Updated: December 18th, 2020
BEFORE USING THE SERVICE, PLEASE READ THIS AGREEMENT CAREFULLY. PLEASE NOTE THAT BY USING THE SERVICE YOU AGREE TO ABIDE BY THESE TERMS OF SERVICE AND A LEGALLY BINDING AGREEMENT IS CREATED BETWEEN UPSTREAM BUSINESS SOLUTIONS AB, D.B.A. MEMBRAIN AND YOU. IF YOU DO NOT AGREE TO THE TERMS OF SERVICE, PLEASE DO NOT USE THE SERVICE. MEMBRAIN RESERVES THE RIGHT TO TEMPORARILY OR PERMANENTLY DISABLE ACCESS TO THE SERVICE FOR ANYONE WHO VIOLATES THESE TERMS OF SERVICE. MEMBRAIN MAY DISABLE ACCESS TO THE SERVICE AT ITS DISCRETION AND MAY DO SO WITHOUT NOTICE.
1. This Agreement and Acceptance
This Agreement (“Terms of Service” or the “Agreement”) together with Membrain’s Service Level Agreement (“SLA”) (Appendix B – Service Level Agreement, available here) and Membrain’s Data Processing Agreement (“DPA”) (Appendix D – Data Processing Agreement, available here) constitutes one uniform legal agreement between you (“you”, “user”, “Customer”) and Upstream Business Solutions AB, D.B.A. Membrain, (VAT number SE556685902001), a Swedish corporation, with registered and business offices located at Hammarby Kajgata 12, 120 30 Stockholm, Sweden (“Membrain”) and governs your use of the “Service” (defined below). Please note that you can only enter into this Agreement and use the Service if you are a legal entity and you represent and warrant that you have the authority to bind that Legal Entity to the terms of this Agreement, and, thus, “you”, “user” and “Customer” will refer to that Legal Entity. If you do not have such authority, or if you do not agree with these Terms of Service, you must not accept this Agreement and may not use the Service.
PLEASE NOTE THAT BY USING THE SERVICE YOU AGREE TO ABIDE THE TERMS AND BE BOUND BY THE TERMS OF THESE TERMS OF SERVICE. MEMBRAIN OWNS ALL INTELLECTUAL PROPERTY RIGHTS IN AND TO THE SERVICE AND PERMITS YOU TO USE THE SERVICE ONLY IN ACCORDANCE WITH THESE TERMS. YOUR USE OF THE SERVICE CONSTITUTES YOUR ACCEPTANCE OF THE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THE TERMS OF SERVICE, PLEASE DO NOT USE THE SERVICE.
2. Privacy Policy & Personal Data
For information regarding how we handle the information you transmit to us through the Service please visit our Privacy Policy that is stated on our webpage www.membrain.com/privacy-policy. Please note that your use of the Service constitutes your acceptance of the Privacy Policy.
By entering into this Agreement, you, acting as the controller of personal data according to the EU’s General Data Protection Regulation (the “GDPR”), appoint Membrain as a data processor with regards to any personal data disclosed to Membrain under this Agreement. You will, by entering into this Agreement, enter into a data processor agreement with Membrain, as set out in the Appendix titled Data Processing Agreement (Appendix D – Data Processing Agreement available here). In the event of inconsistency between this Agreement and any appendices hereof, the Data Processing Appendix (Appendix D) shall take precedence in relation to all processing of personal data, and nothing in this Agreement or any appendices hereof shall be considered to limit or change obligations under the Data Processing Agreement (Appendix D) insofar that this would mean that the Parties do not fulfill the requirements according to applicable data protection rules.
Under these Terms of Service, Membrain will process personal data regarding your employees or other persons who will use the Service (such as users of the Service). This personal data may include, for example, contact information, authorization, and other information relevant for Membrain under the Agreement. The purpose of this processing is to carry out the Parties' respective obligations and cooperation under the Agreement and for the administration of the contractual relationship and security. The Processing can also be carried out for other purposes which Membrain otherwise informs the Customer about. You undertake to take all necessary steps to inform affected persons of Membrain's processing and shall provide to the affected persons with information of Membrain's Privacy Policy to the Agreement. At the request of Membrain, you must prove that information has been provided to users accordingly. In so far as any user objects or expresses concerns regarding Membrain's Processing, you shall immediately inform Membrain thereof.
3. The Service and Purpose
Membrain provides SAAS (Software-as-a-Service) solutions for customer relationship management and related processes (hereinafter the “Service”). The Service is accessed over the Internet. The Service is licensed, not sold. The Service contains software to help companies achieve consistent performance in complex sales. Under this Agreement, you are provided access to the Service. The right to use the Service shall be through Individual authorized users with access licenses, i.e. individual employees or consultants that are provided access to the Service (“Authorized Users”). For each Authorized User of the Service an Authorized User License will provided and charged to your Credit Card or will be invoiced as applicable.
4. Accounts
To use the Service you must register an account. You may not, under any circumstances, whether intentionally, or through negligence or inaction, allow or enable others or to access your account, besides the permitted Authorized Users. Membrain reserves the right to disable or block accounts without notice. You are not permitted to transfer your account, to another person or entity, unless specifically permitted in writing by Membrain.
5. Registration
You acknowledge and agree that you will (a) provide true, accurate, current, and complete information as requested when registering an account and (b) maintain and update this registration information to keep it true, accurate, current, and complete. You are solely responsible for maintaining the confidentiality of your account and password and for restricting access to any computer, smartphone, tablet etc. that you use for accessing the Service. You hereby accept sole responsibility for all activities that occur under your account or password. Membrain and its affiliates reserve the right to refuse service, terminate accounts, remove or edit content, or cancel orders in their sole discretion for any reason whatsoever, including, without limitation, if you provide registration information which is false, inaccurate, not current, or incomplete. For information regarding how we handle the information you transmit to us through the Service please visit our Privacy Policy.
6. Changes
Membrain reserves the right to add, modify, or delete the Service at any time. Membrain makes no representation or warranty as to the completeness or accuracy of the Service or information contained in the Service, nor does it represent or warrant that the Service will be available at all times or at any time. The information contained in the Service may be incomplete, may contain errors, or become out of date at any time. Membrain makes no commitment and expressly disclaims any duty to update any of the content in the Service. The Service is provided on an “as is” basis without any express warranties.
7. Payment
You agree to fully pay for all services ordered through your account. You are responsible for providing Membrain with valid credit card information to secure payment. Membrain reserves the right to cancel any order if the credit card information you provide is not valid. If you fail to pay any fee on the date due for payment, then Membrain may suspend the Service or terminate this agreement immediately without further notice and shall be entitled to receive all costs of collection plus interest on all unpaid amounts, calculated at an annual rate equivalent to the current EURIBOR (1 month) plus eight (8) percent. Payment may be processed in cooperation with third-party payment service providers. You shall pay any and all applicable banking and transactional fees etc. that may be associated with your payments.
8. Fees and Payment Terms
You are required to pay a License Fee (monthly or yearly fees as applicable) per Authorized User to use the Service (i.e. the Service is provided to paying users only), unless You are accessing and using the Service through the Trial License as described in section 10. You will be informed of the fee and payment terms during the registration process. The current fees and payment terms may be viewed on the Website.
If you increase the use of the Service, for example order new or additional services or features, upgrades of the Service or increase the number of Authorized Users any incremental fees associated with such Service upgrade etc. will be prorated over the remaining period of the then current term, charged to your account and/or invoiced due and payable upon implementation of such Service upgrade. In any subsequent term, the Fees will reflect any such Service upgrades, unless the Service is otherwise changed for the subsequent term as reflected by change orders as ordered and accepted. For the avoidance of doubt and as an example: If you initially order a license for one (1) Authorized User and then subsequently during the Term chose to upgrade the license to cover two (2) additional Authorized Users, the License Fee will be increased to cover (3) Authorized Users from the effective date of the service upgrade until the end of the current Term and any following Term(s) will cover and be billed for (3) Authorized User until and unless you register a change of the license (i.e. decreases or increases the number of Authorized Users), or terminate the license.
No refunds or credits for fees or payments will be provided if you elect to downgrade the Service ordered during a term. Downgrading the Service may cause loss of content, features, or capacity of the Service and Membrain does not accept any liability for such loss. Membrain may amend the fees and payment terms at any time. All fees are in U.S. Dollars or EURO or SEK as applicable. If your use of the service is subject to any type of applicable taxes, then Membrain may charge you for any such taxes, in addition to the License Fees.
ALL FEES ARE PAYABLE IN ADVANCE AND ARE NOT REFUNDABLE IN WHOLE OR IN PART UNLESS SPECIFICALLY STATED IN THIS AGREEMENT.
When you purchase the Service after having established your account, you authorize Membrain to automatically charge your credit card with the Fees in accordance with the payment terms. You are responsible for paying all applicable taxes (including those Membrain is not required to collect) and for all hardware, software, Internet service, and other costs you incur to access the Service. Membrain reserves the right to change the Fees, however no more than once per calendar year and not more than twenty (20) percent per occurrence; provided, however, such price change will not affect your Fees for licensing periods that Membrain has already actually received from you and processed. You are responsible for reviewing the Website for changes in the Fees or payment terms.
9. Access
In consideration of the payment of the Fees and subject to your registering for an account and compliance with the terms contained herein, Membrain shall, within five (5) business days from receipt of your payment, provide you with access to the Service and enable you to use the Service subject to the other applicable provisions, limitations, and restrictions in these Terms of Service. If Membrain is unable to process your payment at any time, your access to the Service may be suspended or terminated at Membrain’s discretion. A high-speed Internet connection is required for access to the Service. You are responsible for procuring and maintaining such Internet connection that connects you to the Service, including, but not limited to, updated latest or second latest versions of the “web browsers,” for example Microsoft Internet Explorer, Google Chrome or Firefox and to follow procedures for accessing the Service. Membrain assumes no responsibility for the reliability or performance of any connections as described in this section.
10. License
Membrain License. Upon establishing a valid account, and subject to your making any applicable payment and continued compliance with the Terms of Service, Membrain grants you a limited, non-exclusive, revocable license to access and use the Service for the sole purpose of using the Service for storage and management of customer information, for such term as you have signed up and paid for. You are provided a non-exclusive, non-transferable right to access the Service for the sole purpose of using the Service and for storage of your customer information therein. The Service may only be used by you, the Customer, and any permitted Authorized Users, for such purposes that have been expressly permitted by Membrain. To use the Service, you must create a valid user account and keep all information current, accurate, and true. Your right to use the Service shall include an obligation for you and the Authorized Users to comply with all if any, instructions and guidelines as may generally be issued by Membrain.
Trial License
Notwithstanding the above, upon establishing a valid trial account through the website and subject to your compliance with these Terms of Services, Membrain may grant you a limited, non-exclusive, and revocable license to access and use the Service for the sole purpose of using the Service for storage and management of customer information for a period of fourteen days, after which you may elect to make all applicable payments and upgrade your account to a full Membrain License, as described above, or your access to and use of the Service will be terminated (a “Free Trial License”). Through the Trial License, You are provided a non‐exclusive, non‐transferable right to access the Service for the sole purpose of using the Service and for storage of your customer information therein for the limited time of fourteen days. During this time, the Service may only be used by you, the Customer, and any permitted Authorized Users, for such purposes that have been expressly permitted by Membrain. To use the Service, you must create a valid user account and keep all information current, accurate, and true. Your right to use the Service shall include an obligation for you and the Authorized Users to comply with all if any, instructions and guidelines as may generally be issued by Membrain.
Membrain reserves the right, in its reasonable discretion, to temporarily suspend your and the Authorized Users access to and use of the Service: (a) during planned downtime for upgrades and maintenance of the Service (of which Membrain will use commercially reasonable efforts to notify you in advance (“Planned Downtime”); (b) during any unavailability caused by circumstances beyond our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond our reasonable control (including, without limitation, inability to access the Internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks; or (c) if we suspect or detect any malicious software connected to your account or use of the Service by you and/or the Authorized Users. We will use commercially reasonable efforts to schedule planned downtime during off-peak hours of weekends (Central European time zone).
11. Delivery of the Service
Membrain shall endeavor to deliver the Service that you have ordered to you within a reasonable amount of time. However, technical problems may delay or prevent delivery of the Service and except as set forth in the next sentence, Membrain shall have no liability to you with respect to delays or delivery problems. Your sole remedy with respect to the Service that is not delivered within a reasonable amount of time after ordering is to receive a refund of the Fees paid for the Service, as determined by Membrain in its sole discretion.
12. Data Storage and Transmission
By registering and using the Service you give Membrain all the permissions necessary and provides Membrain access to your Data and the Authorized Users’ accounts in order for Membrain to provide the Service. These permissions also extend to trusted third parties that Membrain works with to provide the Service (“Cloud Partners”), for example, Amazon or other third parties, who provides storage space, etc. Membrain shall use commercially reasonable efforts to maintain administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of your Data. Membrain shall not: (a) modify your Data with the exceptions stated in this Agreement; (b) disclose your Data except as compelled by law, this Agreement or as expressly permitted in writing by you; or (c) access your Data except to provide the Service and prevent or address service or technical problems, or at your request in connection with customer support matters. You are responsible for the data you store in the cloud and any third-party claims regarding the same. You understand and agree that neither Membrain nor the Cloud Partners have control over the content of the data processed and that Membrain (or the Cloud Partner, as applicable) performs the Service on your behalf. If you transmit data to another storage system such transmission and any related interaction is solely at your own risk. Neither Membrain nor the Cloud Partners will be responsible for any disclosures, modifications, or deletions of your data resulting from any such transmission. Neither Membrain nor the Cloud Partners make any warranties about or will have any liability for, such transmissions. The Service may be subject to limitations, such as, for example, limits on disk storage space, on the number of calls you and the Authorized Users are permitted to make against our application programming interface or other usage limits. Membrain will notify you of such limits.
13. Restrictions
You agree to abide by all applicable laws and regulations in using the Service. You expressly agree that you shall not: (a) use the Service for any illegal purpose; (b) use the Service in any manner which violates the rights of a third party, including, without limitation, intellectual property rights; or (c) use the Service in any manner that breaches the terms and conditions of the Terms of Service.
14. Prohibited Use
Your continued access to the Service is subject to proper conduct. As a condition of the use of the Service, you and/or the Authorized Users will not use the Service for any purpose that is prohibited by this Agreement or use the Service 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 Service. You and/or the Authorized Users may not intentionally interfere with or damage the operation of the Service or any third party’s enjoyment of it, by any means, including uploading or otherwise disseminating viruses, worms, or other malicious code. You and/or the Authorized Users may not remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Service, features that prevent or restrict the use or copying of any content accessible through the Service, or features that enforce limitations on the use of the Service. You and/or the Authorized Users may not attempt to gain unauthorized access to the Service, or any part of it, other accounts, computer systems or networks connected to the Service, 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 Service or any activities conducted on the Service. You or the Authorized Users may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Service nor to use modified versions of the Service, including (without limitation) for the purpose of obtaining unauthorized access to the Service.
Except as permitted by this Agreement, you and the Authorized Users shall not: a) copy the Service, use it for any non-permitted purpose, benchmarking, nor arrange or create derivative works based on the Service without Membrain's express prior written consent in each case; b) modify or in any other way change or alter the Service, nor allow anyone else to do so; c) itself or permit others to decompile, reverse-engineer, disassemble, or any part thereof; or d) take any action that imposes an unreasonable or disproportionately large load on the System; or to bypass the System login architecture or create or provide any other means through which the System may be accessed and/or the Service may be used by others.
Without limiting Membrain’s rights to control the Service’s environment, and the conduct of the users within that environment, Membrain prohibits the following practices that Membrain has determined detract from the overall user experience: any action that imposes an unreasonable or disproportionately large load on the System; use of your own or third-party software to modify any content appearing within the Service, its environment or change how the Service is used.
15. Confidentiality
Neither Party shall disclose Confidential Information of the other Party to any third Party unless expressly permitted under this Agreement. Each Party shall further protect and treat Confidential Information of the other Party with the same degree of care as it uses to protect its own confidential information of like importance, but in no event less than reasonable care. Except for the rightful execution of its rights under this Agreement, neither Party shall not use, make, or have made any copies of the Confidential Information of the other Party, in whole or in part, without the prior written authorization of the other Party. Each Party shall only disclose Confidential Information of the other Party to its employees having a need to know for the purposes of this Agreement. Each Party shall notify and inform such employees of its limitations, duties, and obligations regarding use, access to, and nondisclosure of the Confidential Information and shall obtain or have obtained its employees' agreements to comply with such limitations, duties, and obligations. The obligations of confidentiality shall continue for as long as the confidential information is of value to the disclosing party. You agree that Membrain and the service providers of Membrain use to assist in providing the Service to you shall have the right to access your account and to use, modify, reproduce, distribute, display and disclose your data solely to the extent necessary to provide the Service, including, without limitation, in response to your support requests. Any third party service provider we utilize will only be given access to your account(s) and your data as is reasonably necessary to provide the Service and will be subject to confidentiality obligations. Membrain may also access or disclose information about you, your account, including your data, in order to (a) comply with the law or respond to lawful requests or legal process; (b) protect Membrain’s or its customers’ or partners’ rights or property, including enforcement of these terms or other policies associated with the Service; (c) act on a good faith belief that such disclosure is necessary to protect the personal safety or avoid violation of applicable law or regulation. We may collect certain information about you, your information as well as your devices, computers and use of the Service.
16. Indemnification
Your use of the Service constitutes your agreement to defend, indemnify, and hold harmless Membrain, its parents and affiliates, licensors and partners, and its and their respective members, employees, contractors, officers, and directors, from and against any actions, claims, demands, liability and expenses, including reasonable attorneys’ fees, arising out of your use or misuse of the Service, or by Authorized Users’ or a third party with the use of your account or on your behalf.
17. Termination
These Terms of Service are effective until amended by Membrain in its sole discretion. You agree that Membrain may terminate your log in access to the Service, including, without limitation, your username and password, upon alleged or uncured breach with 14 days’ notice at any time for any reason after prior written notice. Notwithstanding the foregoing, Membrain may suspend any service under this Agreement upon non-payment, late payment or actual or alleged breach of contract by you or an Authorized User until full payment has been received, any breach cured or clarified. Membrain may, but is not obligated to, communicate such termination to you in any of the following manners: (i) when you log into your Account; (ii) in a notice on the website; (iii) via electronic mail; or (iv) in another manner that Membrain deems suitable to inform you of the termination. If Membrain terminates the Service, you will not receive a refund of paid fees. You may terminate your Account at any time, upon notice to Membrain via electronic mail. You will not receive a refund of paid fees. Upon termination, your and the Authorized Users’ right to use the Service shall automatically expire upon the end of the paid term. Within thirty (30) days from the day of termination, you and Authorized Users shall take down your account(s) and within forty‐five (45) days transfer your data elsewhere if you want to keep such data after expiration or termination of this Agreement. After the expiration of this forty-five (45) day period Membrain is entitled to erase any and all your Data from its or Cloud Partner’s systems. In the event of any termination hereunder Sections 2, 7, 8, 12-28 of these Terms of Service will survive termination.
18. Disclaimers and Limitations on Liability
THE SERVICE IS PROVIDED BY MEMBRAIN ON AN “AS IS” AND “AS AVAILABLE” BASIS TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, MEMBRAIN DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, MEMBRAIN MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED: (I) AS TO THE OPERATION OF THE SERVICE; (II) THAT THE SERVICE WILL BE CONTINUOUS, UNINTERRUPTED, SECURE OR ERROR-FREE; (III) AS TO THE ACCURACY, RELIABILITY, OR CURRENCY OF ANY INFORMATION, CONTENT PROVIDED IN THE SERVICE; OR (IV) THAT THE SERVICE, SERVERS, OR E-MAILS SENT FROM OR ON BEHALF OF MEMBRAIN, ARE FREE OF VIRUSES, SCRIPTS, TROJAN HORSES, WORMS OR OTHER HARMFUL COMPONENTS.
THE OPERATION OF THE SERVICE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE THE CONTROL OF MEMBRAIN, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL MEMBRAIN, ITS PARENTS, AFFILIATES AND/OR PARTNERS (COLLECTIVELY “MEMBRAIN”) BE LIABLE FOR ANY DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SERVICE, INCLUDING BUT NOT LIMITED TO RELIANCE BY YOU ON ANY INFORMATION OBTAINED FROM THE SERVICE OR OTHERWISE FROM MEMBRAIN OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, BLOGS, CHATS, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO MEMBRAIN’S RECORDS, PROGRAMS, OR SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL THE SERVICE. MEMBRAIN TAKES NO RESPONSIBILITY FOR THE ACCURACY, SAFE DELIVERIES, AND FUNCTIONALITY OF THE SERVICE.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL MEMBRAIN BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF THE SERVICE, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEMBRAIN’S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICE DURING THE CALENDAR YEAR WHEN THE CLAIM IS MADE. IN NO EVENT SHALL MEMBRAIN’S AGGREGATE LIABILITY FOR ALL INCIDENTS DURING THE TERM OF THE AGREEMENT EXCEED THE AGGREGATE AMOUNTS ACTUALLY PAID BY YOU FOR THE SERVICE DURING THE LATEST TWO CALENDAR YEARS BEFORE WHEN THE CLAIM IS MADE. NOTWITHSTANDING THE AFOREMENTIONED, IN THE CASE THAT YOU ARE USING A TRIAL LICENSE, MEMBRAIN’S AGGREGATE LIABILITY FOR ALL INCIDENTS DURING THE FOURTEEN DAY TRIAL LICENSE SHALL NOT EXCEED FIVE HUNDRED U.S. DOLLARS.
19. Trademarks and Service Marks
The names, logos, characters, brands, and product and service names appearing in the Service are trademarks/service marks or registered trademarks/service marks of Membrain or third parties (the respective holders). The use of any such trademark or service mark without the express written consent of the respective holder is strictly prohibited. You and the Authorized Users shall retain, reproduce, and apply any copyright notices and/or other proprietary rights notices included on or embedded in the Service.
20. Intellectual Property Rights
You acknowledge and agree that all content, design elements, and materials available in the Service, are owned by Membrain and/or its partners and licensors and protected by copyrights, trademarks, service marks, patents, trade secrets, and/or other proprietary rights of Membrain and/or its partners and licensors. Membrain and its partners and licensors retain all right, title, and interest in and to the Service. You may not use, copy, reproduce, modify, republish, upload, post, transmit or distribute the Service, or any part thereof in any form or for any means. In addition, you may not sell, license, rent, perform, display, create derivative works from, or in any way use or exploit the Service in any way unless expressly permitted in this Agreement. You agree not to assert against Membrain any claim, action, or proceeding for infringement of any patents, patent rights, or other intellectual property rights. You are not required to provide any ideas, feedback, or suggestions regarding the Service (collectively, “Feedback”) to Membrain. To the extent you do provide any Feedback to Membrain, you agree to assign and hereby do assign or licenses as applicable all right, title, and interest in and to such Feedback to Membrain and acknowledge that Membrain 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. You own all right, title, and interest in and to your stored materials; Membrain is only a custodian of such data when it is stored in your account(s).
21. Marketing and PR
Membrain shall have the right to refer to you as a customer in its marketing activities and in its marketing material, and in connection therewith use your logo. The parties may agree on statements (i.e. endorsement quotes) regarding the Service and joint press releases regarding your licensing and use of the Service. You shall use commercially reasonable efforts to help Membrain to procure any and all relevant information about your use of the Service. Membrain shall have the right to use such information and material in a case study for in-house use and, upon your approval, publicize it on its website and in marketing material.
22. Electronic communications
When you use the Service, Website, or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically and communicate with us electronically. We will communicate with you by e-mail or by posting notices on the Website, in the Service, or by any other means, Membrain finds suitable. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically (whether by email, posting a notice on the Website, or otherwise) satisfy any legal requirement that such communications be in writing.
23. Law and Forum
These Terms of Service are governed by and construed in accordance with the laws of Sweden, excluding conflict of interest laws. You agree to submit to the personal jurisdiction of the district court of Solna (Solna Tingsrätt), Sweden as the first venue for any cause of action arising out of or relating to the Service or the Terms of Service.
24. Claims
YOU AND MEMBRAIN AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THESE TERMS OF SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
25. Severability
If for any reason any provision of the Terms of Service shall be held invalid or unenforceable in whole or in part in any applicable jurisdiction, such provision shall, as to such jurisdiction, be ineffective only to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability thereof in any other jurisdiction or the remaining provisions hereof in any jurisdiction.
26. Modification
Membrain reserves the right, at its discretion, to update or revise the Terms of Service at any time. Membrain will post such changes in the Service, or on the Website or by email, and these additional or revised terms will become part of the Terms of Service. Please check this Terms of Service periodically for changes. Your continued use of the Service constitutes your binding acceptance of the Terms of Service, including any changes or modifications made by Membrain as permitted above.
27. Entire Agreement
These Terms of Service, including Membrain’s Service Level Agreement (called Appendix B – Service Level Agreement) and Data Processing Agreement (called Appendix D – Data Processing Agreement) constitute the entire agreement between you and Membrain with respect to the subject matter hereof and supersedes all previous written or oral agreements between the parties with respect to such subject matter. Membrain may assign its rights under the Terms of Service without notice to you.
28. Disclosure
The Service is provided by Upstream Business Solutions AB (VAT number SE556685902001), D.B.A. Membrain, a Swedish corporation, with registered and business offices located at Industrivägen 17, 171 48 Solna, Sweden, email: info@membrain.com.
From north to south, east to west, Membrain has thousands of happy clients all over the world.
