FlatFrog Board Terms of Service

1.1     FlatFrog Laboratories AB (”FlatFrog”, “We” or “Us”) supplies an application for digital drawing, writing and collaboration called FlatFrog Board (“FlatFrog Board” or the “Service”). These Terms of Service and FlatFrog’s Privacy Policy (collectively the “Terms”) govern your access to, and use of, the FlatFrog Board and create a legally binding agreement between you and FlatFrog. If you sign up for or use the Service on behalf of a person, institution, company, or organization (Such as e.g. your employer or commissioner) (hereinafter “Principal”), then the term "you" refers to this Principal.

1.2     By accepting these Terms you agree to be bound by these Terms, and warrant that you are authorized to sign up for, and use, the Service (including that you have all the rights, power and authority necessary thereto). If you are not duly authorized to sign up for, or use, the Service, please do not use the Service.

1.3     You may use the Service only in compliance with these Terms and all applicable local, state, national, and international laws, rules and regulations. If FlatFrog suspects that you are in breach of these Terms or applicable law, FlatFrog reserves the right to limit your access to, or even terminate, your use of the Service.

2.1     The Service, the Service’s various features, and type of access levels and subscription plans for the Service are all described on FlatFrog’s website, as updated from time to time, which you access at https://products.flatfrog.com/board. You hereby understand that your access to the Service and its various features will be limited in accordance with which type of access level and subscription plan that you have chosen to sign up for. You accept that FlatFrog is not obliged to offer you any other features or functionality outside what is specified for your particular access level or subscription plan.

2.2     Please note that the use of the Service may be subject to certain technical requirement, such as specified operating systems or that you to have installed certain specified hardware. You hereby understand and accept that the Service, or certain features thereto, may not work as described in FlatFrog’s website or marketing activities, unless you comply with these technical requirements, as instructed from time to time by FlatFrog.

3.1     Access Levels and Access Model. Access to the Service is supplied differently depending on your access level and your subscription plan. For example, some types of access may require you to accept these Terms, download Service software, submit a unique access code, and create a user account (“User Account Access”), whereas other types of access only require that you accept these Terms and follow a link to a collaboration session (“Session Based Access”). Regardless whether you access the Service by User Account Access or Session Based Access, you, and your use of the Service, are subject to these Terms and you undertake to comply therewith during your use of the Service.

3.2     Subscription. Your access to the Service may be subject to a subscription plan, which can be either paid, or free of charge. The applicable costs for your access to the Service are described either on FlatFrog’s website (accessible at https://products.flatfrog.com/board), or in a separate agreement between you and FlatFrog.

3.3     If you access the Service by registering a user account (“User Account”), you undertake to handle your log-in credentials to your User Account (e.g. your password) in a manner that prevents unauthorized access or use thereof.

3.4     Any personal data collected from you or any third-party log in service will be processed by FlatFrog in accordance with FlatFrog’s Privacy Policy, accessible at https://products.flatfrog.com/board-privacy.

4.1     License. FlatFrog hereby grants you the non-exclusive, non-transferrable, non-sub-licensable right to use the Service in accordance with i) your access level and subscription plan, and ii) how the Service has been made available to you by FlatFrog. All right not explicitly granted in these Terms are reserved to FlatFrog.

4.2     Proprietary Software. Any software that may be made available by, or on behalf of, FlatFrog in connection with the Service, including any desktop application, contains proprietary and confidential information that is protected by intellectual property laws and other legislation. Notwithstanding what is stated in these Terms, your right to the Service excludes all rights to the Service’s source code.

4.3     No illegal material in the Service. You hereby agree to not upload, store, nor otherwise integrate illegal, obscene, defamatory, abusive, or otherwise objectionable material or information in the Service, or otherwise use the Service in violation of the purpose for which the Service is provided. Moreover, you may not send, transmit or store in the Service viruses, trojans or other harmful or malicious code, interfere with or disrupt the supply of the Service or the data therein, or try to access the Service or related systems in a way contrary to these Terms or how the Service has been made available to you. If FlatFrog has reason to believe you are in violation of these Terms, FlatFrog has the right to terminate your access and use of the Service and delete any material submitted by you to the Service.

4.4     You acknowledge and agree that you may not reproduce, copy, modify, distribute, sell, resell or otherwise unduly exploit the Service.

4.5     Children. You acknowledge and agree that the Service is not directed to children (i.e. people under 18 years of age), and FlatFrog expects that any use by children will only be done with the guidance, supervision and consent of their parents, guardians and/or authorized school officials. FlatFrog relies on parents and guardians to ensure that minors only use the Service if they can understand their rights and responsibilities as laid out in these Terms.

5.1     Your User Content. In the relationship between FlatFrog and you, you own all right, title, and interested (including intellectual property rights) to any information that you create in, or upload to, the Service, such as drawings, texts, or images (collectively referred to as “User Content”). You hereby warrant that you have all necessary legal rights to upload User Content to the Service and that your use of the Service does not violate any rights of others, such as, but not limited to, third party intellectual property rights or confidentiality undertakings between you and a third party.

5.2     FlatFrog’s License to Your User Content. By submitting User Content on or through the Service, you grant FlatFrog (and FlatFrog’s affiliates, assignees, sub-contractors, suppliers and business partners) a worldwide, non-exclusive, royalty-free license to access and use your User Content in any way necessary to provide you with the Service and develop new, additional features, and/or services. This license includes a right for FlatFrog to use, host, store, reproduce, index, modify, and create derivative works of your User Content (such as those resulting from translations, adaptations or other changes we make so that your User Content works better with the Service), and a right to perform analysis on aggregated, anonymized versions of your User Content and your use of the Service for business or statistical purposes.

5.3     Your Personal Data. Your use of the Service may require that FlatFrog process your personal data. You hereby authorise FlatFrog to process and store your personal data in the way described in our Privacy Policy, accessible at https://products.flatfrog.com/board-privacy. Furthermore, you consent to that your personal data may be processed in a country outside the European Union/European Economic Area and/or the United States.

5.4     Personal Data of Others. Your use of the Service may imply that FlatFrog process personal data of other individuals than you, on behalf of you (this can for example be the case if you submit others' personal data when conducting a meeting). If you want FlatFrog to process personal data on your behalf, you must confirm FlatFrog's data processing agreement ("DPA").

5.5     You hereby authorise FlatFrog to process and store such personal data in the way described in our Privacy Policy, accessible at https://products.flatfrog.com/board-privacy, and applicable DPA. Furthermore, you consent to that this personal data may be processed in a country outside the European Union/European Economic Area, such as in e.g. the United States.

5.6     For detailed information on how FlatFrog process personal data, please read FlatFrog’s Privacy Policy, accessible at https://products.flatfrog.com/board-privacy.

5.7     Third-Party Software and Services. To provide you with the Service, we use various software and/or services from third parties for e.g. improved user experience, customer support and payment. Please note that any information that you submit to any third party (by e.g. entering information on a third party’s website which can be e.g. integrated with the Service or accessible via redirection) will be shared with that third party, and is subject to the terms and conditions and privacy policy of that third party.

5.8     You understand and agree that the technical processing and transmission of the Service, including your User Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.

5.9     You understand and agree that your User Content and personal data may be transmitted or handled in an unencrypted manner if you choose to use unencrypted gateways to connect to the Service.

6.1     The prices payable for your subscription to the Service are shown in FlatFrog’s product page, accessible at https://products.flatfrog.com/board. FlatFrog may change the prices for the Service from time to time, and will communicate any price changes to you before the new prices take effect. Price changes will take effect at the start of the next subscription period following the date of announcing the price change to you. By continuing to use the Service after the price change takes effect, you accept the new price.

6.2     You hereby acknowledge that FlatFrog may have to adjust the price for the Service if the costs for supplying the Service are increasing. You hereby accept to be charged such reasonably adjusted prices, provided that the price adjustment in question is a direct effect of that FlatFrog incurs adjusted costs for supplying you with the Service.

6.3     The fees for the Service will be automatically charged your payment method (credit card, bank account etc.) in accordance with what is stated on FlatFrog’s product page.

6.4     Unless you are accessing the Service as part of an enterprise solution, your payment for the Service will be administered by a third-party service, and not by FlatFrog. Effectively, any information you submit during a payment procedure (such as e.g. credit card information or billing address) will be processed by the third-party service in question and is subject to their terms and conditions. If you have any questions concerning your payment, please direct those to the third-party service.

6.5     Waiver of consumers’ right to withdraw from transaction. If you are a consumer, you hereby waive your right to withdrawal, as set out by applicable law on distance trade (Such as e.g. the Directive 2011/83/EU of the European parliament and of the Council of 25 October 2011 on consumer rights (…)) and thereby will not be able to revert from payment once you have downloaded the Service to your device (laptop etc.).

7.1     These Terms shall continue in full effect until your access to the Service is terminated, regardless whether this is by User Account Access or Session Based Access.

7.2     Automatic renewal for subscription plans. If you are on a subscription plan, your subscription will automatically renew at the end of the subscription period, unless you cancel your subscription through your User Account before the end of the current subscription period. The cancellation will take effect the day after the last day of the current subscription period, and you will then not be able to access the Service.

7.3     Termination of User Account. You may terminate your user account via your account page or contacting us on privacy@flatfrog.com. FlatFrog may, in their sole discretion, terminate your user account if FlatFrog suspects that you are in breach of these Terms.

7.4     Upon termination of your User Account, FlatFrog will delete your user account, your log-in information and your User Content after 6 months.

8.1     You understand and agree that the Service may be temporarily unavailable for either scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond FlatFrog’s reasonable control. FlatFrog shall use its reasonable efforts to provide advance notice of any material scheduled service disruption.

9.1     The Service is protected by intellectual property rights, such as, but not limited to, patent right, copyright, trademarks, design rights and sui generic database rights. All intellectual property rights attributable to the Service (“Intellectual Property Rights”) are the sole and exclusive property of FlatFrog or its third-party licensors. You understand and agree that your rights or access to the Intellectual Property Rights are limited to those rights expressly granted in these Terms and do not include any other licenses or implied rights.

9.2     All feedback, comments, or suggestions (“Feedback”) you may provide to us is entirely voluntary. You hereby agree to that FlatFrog shall own all right, title and interest in and to all Intellectual Property Rights attributable to Feedback (including all derivatives or improvements thereof) and have a royalty free, unlimited, world-wide right to use Feedback (excluding User Content) as FlatFrog sees fit (including copy and transmit for e.g. commercial purposes) without any obligation to you.

9.3     You shall promptly notify FlatFrog of any actual or threatened misappropriation or infringement of Intellectual Property Rights, that come to your attention.

10.1     The Service is provided “as is” and “as available”, without express or implied warranty of any kind.

10.2     FlatFrog makes no representations and disclaims all warranties including, but not limited to, warranties concerning satisfactory quality, fitness for a particular purpose, service levels, accessibility, up-time, results from use of the Service, non-infringement of third party’s intellectual property rights or that the Service is free of malware or other harmful components.

10.3     Applications and Integrations. The Service comprise of various sub-suppliers’ services which jointly enable the Service (such as a standard for web broadcast). FlatFrog makes no representation nor does FlatFrog warrant, endorse, guarantee, or assume responsibility for any third-party applications, services, or integrations (or the content, interoperability or functionality thereof), or products or services advertised or offered by a third party on, or through, the Service, or featured in any banner or other advertising.

10.4     IT-security and confidentiality. You hereby warrant that your use of the Service and User Content does not violate any third-party rights (including intellectual property rights) nor that it violates any applicable laws. FlatFrog hereby disclaims all warranties regarding IT-security levels, and that the confidentiality of the User Content can be upheld at all times. You understand that you have the ultimate responsibility for ensuring the confidentiality and security of the User Content. In case you doubt whether the IT-security level meets your requirements thereof, we recommend that you make contact with FlatFrog (contact details found at the end of these Terms of Service) to learn about the safety of the Service, and, as a precaution, refrain from submitting volatile or sensitive information to the Service until you have due confirmation of that adequate security measures are employed.

11.1     FlatFrog is not liable for any direct nor indirect loss suffered by you, unless FlatFrog has been found guilty of gross negligence. FlatFrog’s liability under this section shall, in any event, be limited to an aggregated amount of 50.000 SEK.

11.2     FlatFrog is under no circumstances liable for any loss or damages of any kind that are directly or indirectly related to: i) use and interpretation of information presented in the Service, ii) your User Content, iii) your use of, or inability to use, the Service, iv) any loss of information, or User Content, v) loss of production or sales, loss of profit and cost of capital.

11.3     Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitation may not apply to you. In these jurisdictions, FlatFrog’s liability will be limited to the greatest extent permitted by applicable law.

12.1     You agree to indemnify, defend and hold harmless FlatFrog, its affiliates, officers, directors, employees, consultants, agents, suppliers and resellers from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorney fees as and when incurred) arising from i) your use of the Service, ii) your use of your User Account, iii) your violation of these Terms, or iv) the infringement or violation by you, or any other user of your User Account, of any intellectual property relating to the Service (including without limitation your User Content) or other rights of any other person or entity.

12.2     FlatFrog shall have no liability to you regarding any action or claim alleging intellectual property infringement based on any conduct involving i) the use of the Service in combination with other products, equipment, devices or software not supplied by FlatFrog (including without limitation any application software produced by you), ii) the alteration, modification or customization of the Service by any person or entity other than FlatFrog, or by FlatFrog based on your specifications or otherwise at your directions, or iii) any failure to install an update to the Service provided by FlatFrog.

12.3     In the event of an intellectual property infringement action or claim against FlatFrog which is based on any conduct described in the preceding Section 12.2, you shall at your own expense defend such action or claim, and you shall pay any and all damages and costs finally awarded against FlatFrog in connection with such action or claim, provided that FlatFrog notifies you promptly in writing of such action or claim, FlatFrog gives you sole control of the defence thereof (and negotiations for settlement or compromise thereof), and FlatFrog cooperates in such defence (at your expense).

12.4     You shall indemnify FlatFrog from and against claims from third parties (including supervisory authorities) based on your failure to obtain consent, or otherwise ensure legal ground, for FlatFrog’s processing of personal data on your behalf.

13.1     Changes to the Service. FlatFrog reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice at any time. You agree that FlatFrog shall not be liable to you or to any third party for any modification, suspension, termination or discontinuance of the Service.

13.2     Changes to these Terms. If we make changes to these Terms, we will notify you by publication on our website. For material changes, we will also provide you with prominent notice as appropriate under the circumstances (e.g. by e-mail to your e-mail address, or pop-up when you start the Service) and, where required under applicable law, ask for your consent.

13.3     FlatFrog has the right to assign and subcontract its rights and obligations, including a right to subcontract the performance of their duties, following from these Terms.

13.4     Change of Ownership. If the ownership of FlatFrog’s business or the Service changes, FlatFrog reserves the right to transfer and assign your information, including your User Account and your User Content, to the new owners, or partners thereto, regardless whether they are resident and having business operations within or outside of the EU/EEA, so they can continue to supply the Service. This includes any assignment to a company within FlatFrog’s group of companies, including an owner of, or subsidiary to, FlatFrog or to a company that is not owned by, or otherwise affiliated with, FlatFrog. Any new legal entity will still have to honour the commitments FlatFrog have made in these Terms.

13.5     You acknowledge and agree that no agency partnership, joint venture, employee-employer, franchiser-franchisee relationship etc. is intended or created between you and FlatFrog by the execution of these Terms.

13.6     This original version of these Terms is written in English. Should any translated version of the Terms conflict with the English version, the English version shall prevail.

14.1     These Terms are governed by the substantive laws of Sweden, excluding its choice of law provisions and excluding the United Nations convention on contracts for the international sale of goods (CISG).

14.2     Any dispute, controversy or claim 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 place of arbitration shall be Malmö, Sweden. The language of the proceedings shall be English. Any and all information disclosed during, or otherwise in connection with, the arbitration procedure (including the User Content of the award) constitutes confidential information which the parties shall hold in strict confidence and not disclose to any other party or entity.

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