Effective Date: 16 April, 2024
These general service use terms (“General Service Use Terms”) contain the terms under which you purchase and/or use services (“Services”) that Diaverum AB or any of its affiliates (“Diaverum and Affiliates”) provide. For the purposes of these General Service Use Terms, Services include Diaverum and Affiliates web sites, online user accounts and applications and call centers, and any services and features available via such web sites, accounts, applications and call centers, or otherwise with the user credentials that you use to access such accounts or applications, including without limitation various email, push and text message notifications, phone call services and other online applications.
Diaverum and Affiliates provide different Services. These General Service Use Terms apply to all of the Services that Diaverum and Affiliates provide, but additional service-specific terms of use may apply to some Services (“Additional Service Use Terms” or “Specific Service Use Terms”). Those Additional Service Use Terms or Specific Service Use Terms become part of your agreement with us if you purchase and/or use those Services.
In these General Service Use Terms, we refer to the combination of these General Service Use Terms and any applicable Additional Service Use Terms or Specific Service Use Terms collectively as the “Service Use Terms”. The Service Use Terms describe how you may access and use the Services and under what conditions you may do so. When we publish and make the Service Use Terms available in other languages than English, we do that only for the convenience of users. In case of any conflict or inconsistency between an English version and a version in any other language, the English version shall prevail and take precedence.
Please read the Service Use Terms carefully before purchasing and/or using any Services. By purchasing and/or using (i.e., downloading, installing, activating, accessing or otherwise using) the Services, you agree to be legally bound by the applicable Service Use Terms. If you don’t agree to the Service Use Terms, you may not purchase or use any of the Services.
1. YOUR LEGAL STATUS AND CONTRACTING ENTITY
1.1. If you are an individual, you may only use the Services if you are of legal age in the jurisdiction in which you reside. If you are not an individual but purchasing and/or using the Services on behalf of a legal entity, you warrant that you have full power and authority to purchase and/or use any Services on behalf of such legal entity including accepting on behalf of such entity to be bound to the Service Use Terms. In such case, “you” and “your” will refer to such legal entity.
1.2. Unless otherwise specified in relation to a particular Service, the Services are provided by, and you are contracting with, Diaverum AB.
1.3. References to “Diaverum”, “we”, “us”, and “our” are references to Diaverum AB, located at Hyllie Boulevard 53, SE 215 37, Malmö, Sweden, or Affiliates.
2. NO MEDICAL ADVICE
None of the Services offer medical advice or diagnoses on a stand-alone basis; nor does Diaverum’s and Affiliates’ provision, on a stand-alone basis, of the Services constitute practice of medicine. The Services are not intended to be a substitute for professional medical advice, diagnosis, or treatment and are offered for informational purposes only. Always seek the advice of your physician or other qualified health professional with any questions regarding your medical condition or the use (or frequency) of any medication or medical device. Never disregard professional medical advice or delay in seeking it because of something you have read in connection with the Services. You are solely responsible for any decisions or actions you take based on the information and materials available through the Services. Reliance on any information provided through the Services by Diaverum and Affiliates or anyone else is solely at your own discretion and risk.
3. USER CONTENT
User Content
3.1. When you and others use the Services you may, depending on and as part of the Service, without being asked by Diaverum or Affiliates, submit to or give us access to certain content, and the Services may display such content, which Diaverum or Affiliates does not own or control (“User Content”). User Content can be health data, image and video materials and other information about yourself and/or others, including any Personal Data contained therein, that you submit as part of using a Service. We will only process User Content according to your instructions for the purpose of providing the Service (as requested by you based on your active choice to use the Service in question). However, to the maximum extent permitted by mandatory law User Content is the sole responsibility of the person or entity that submits it to a Service. Diaverum or Affiliates are not responsible for any actions you take with respect to any User Content, including sharing it publicly. You may not use User Content from the Services unless you have first obtained the permission of its owner or are otherwise authorized by law to do so.
User Content Review
3.2. You acknowledge that, in order to ensure compliance with legal obligations, Diaverum or Affiliates may be required to review certain User Content submitted to the Services to determine whether it is illegal or whether it violates the Service Use Terms (such as when unlawful content is reported to us). We may also modify, prevent access to, delete, or refuse to display content that we believe violates the law or the Service Use Terms. However, to the maximum extent permitted by mandatory law Diaverum or Affiliates shall have no obligation to monitor or review any User Content submitted to the Services.User Content Relocation
3.3. If, during any ongoing Service, Diaverum or Affiliates replace any third party infrastructure supplier, Diaverum or Affiliate may relocate any parts of your User Content to such new third party supplier subject to the Service Use Terms.
4. PRIVACY AND PERSONAL DATA
General
4.1. Personal data is data that can be used to uniquely identify or contact a living person (“Personal Data”). We are committed to protecting your and other persons’ integrity. Diaverum and Affiliates handle Personal Data (that you submit to us or that we collect when you use our Services) in accordance with applicable legislation.
4.2. We will not collect and process any Personal Data without providing elaborate information about such collection and processing, and either receiving your active consent or informing you of any other legal ground for such collection and processing. We do this in a separate process where you receive a privacy notice and are asked to give your consent if required (normally when you start using a separate Service that involves collection and processing of Personal Data).
Information that Diaverum and Affiliates control
4.3. When you interact with us and use the Services, we may actively collect/ask you to submit and process certain information about you, which may contain Personal Data about you. Examples of such data are health data, contact details and other information about yourself. We may also indirectly or passively collect and process certain information about your use of various Diaverum products, solutions and Services including aggregate de-identified data derived from your User Content or otherwise, which too may contain Personal Data about you. Diaverum and/or Affiliates control this data, collect, and process it to be able to grant you access to and give you the possibility to use our different online products, solutions and Services; to, as permitted by applicable law, direct marketing and other commercial messages to you; and to develop new and improve our existing products, solutions and Services based on our customers’ needs. We may also anonymize this data in order to be able use it for other purposes (Anonymized Content).
4.4. You acknowledge and agree to our processing of Personal Data pursuant to Sections 4.2 and 4.3 and as further set out in any Additional Service Use Terms or Specific Service User Terms and related privacy notices.
Personal Data that You submit to Diaverum and Affiliates as User Content
4.5. User Content may contain Personal Data about you and/or others (“Data Subjects”). You, not Diaverum or Affiliates, control this data and we will only process it according to your instructions and applicable law. We may also anonymize this data in order to be able use it for other purposes (Anonymized Content).
4.6. You hereby (a) acknowledge that you instruct and allow us to process any User Content, including any Personal Data contained therein, in accordance with these General Service Use Terms and the specific description in any Additional Service Use Terms or Specific Service Use Terms of any Service that you use; (b) represent that you have exclusive control over and responsibility for determining what User Content, including any Personal Data contained in such User Content, you submit to Diaverum or Affiliates or give Diaverum and Affiliates access to; and (c) warrant (i) that you have obtained all necessary consents and permissions for submission to Diaverum or Affiliates of any such User Content according to the Service Use Terms, including any Personal Data contained therein, and the use thereof, and (ii) that your submission of such User Content is lawful in the jurisdiction where any concerned Data Subject resides. You further undertake to indemnify and hold Diaverum and Affiliates harmless for all damages and losses incurred by Diaverum and Affiliates due to any misrepresentation and/or breach of the warranty in this Section.
5. INTELLECTUAL PROPERTY RIGHTS
General
5.1. You retain all right, title and interest in and to all of your own Intellectual Property Rights. Correspondingly, Diaverum and Affiliates retain all right, title and interest in its Intellectual Property Rights. For the purpose of the Service Use Terms, “Intellectual Property Rights” shall mean rights to patents, designs, utility models, trademarks, trade names, know-how, trade secrets, copyright, photography rights and any other industrial and intellectual property rights. Nothing in the Service Use Terms shall be construed as an assignment of such rights to either party and there are no implied licenses under these General Service Use Terms.
5.2. When using a Service, you shall refrain from commencing or prosecuting any legal actions or other proceedings against Diaverum or Affiliates whereby you would (a) challenge the validity of any patents and/or patent applications held or filed by Diaverum or Affiliates, or (b) in any other way claim that Intellectual Property Rights held or licensed by Diaverum and Affiliates infringe any of your or a third party’s Intellectual Property Rights. The foregoing only applies to the extent permitted under applicable law.
You Retain Ownership of Your User Content
5.3. You retain full ownership of your User Content. Diaverum or Affiliates do not claim ownership over any of your User Content. The Service Use Terms do not grant Diaverum or Affiliates any licenses or rights to your User Content except for the limited rights needed for us to provide the Services, and as otherwise described in the Service Use Terms.
5.4. Anonymized Content is the property of Diaverum and Affiliates. For the purposes of the Service Use Terms, “Anonymized Content” means any User Content that is anonymized within the meaning of the GDPR and from which it is not possible to identify the user.
Limited License to Your User Content, etc.
5.5. You grant Diaverum and Affiliates, and any trusted third parties that we work with to the extent necessary to fulfil the purposes described in this Section 5.3, a worldwide, royalty free license to freely use, reproduce, distribute, modify, adapt, create derivative works, and otherwise use your User Content as available to Diaverum and Affiliates under the Service Use Terms, but only for the limited purposes of (a) providing the Services, (b) developing new and improving our existing products, solutions and Services and (c) the use as set forth in Sections 3.2 and 3.3 or otherwise in the Service Use Terms. If you provide Diaverum or Affiliates with feedback about the Services, we may use your feedback without any obligation to you.
6. PUBLICITY
Except as explicitly permitted or required by the Service Use Terms or otherwise you may not use the Diaverum name, logo or any other Diaverum trademarks or brand elements.
7. CONFIDENTIALITY
Diaverum and Affiliates will treat any Personal Data collected from and/or submitted by you and your User Content as confidential information and only use and disclose it in accordance with the Service Use Terms and any other agreement giving Diaverum and Affiliates such rights. However, your User Content is not regarded as confidential information if such content: (a) is or becomes public (other than through breach of the Service Use Terms by Diaverum and Affiliates); (b) was lawfully known to Diaverum and Affiliates before receiving it from you; (c) is received by Diaverum and Affiliates from a third party without knowledge of breach of any obligation owed to you; or (d) was independently developed by Diaverum and Affiliates without reference to your User Content. Diaverum and Affiliates may disclose your User Content when required by law or legal process, but only after Diaverum and Affiliates, if permitted by law, uses commercially reasonable efforts to notify you to give you the opportunity to challenge the requirement to disclose.
8. USER ACCOUNT AND ACCESS
8.1. In order to use the Services, you may be invited to create an online account (“User Account”).
Keep Your Password Secure
8.2. You are responsible for safeguarding your password and any other credentials used to access your User Account in connection with your use of any Services or otherwise. You, not Diaverum and Affiliates, are responsible for any activity occurring in your account (other than activity that Diaverum and Affiliates are directly responsible for which is not performed in accordance with your instructions), whether or not you authorized that activity. If you become aware of any unauthorized access to your account, you should notify Diaverum and Affiliates immediately. Unless explicitly set out otherwise in Additional Service Use Terms or Specific Service Use Terms User Accounts may not be shared and may only be used by one individual per account.
Keep Your Details Accurate
8.3. In connection with your use of the Services, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications.
8.4. You must keep your email address and, where applicable, your contact details and any payment details associated with your account current and accurate. User Accounts are controlled by the individual or entity whose email address is registered with the account. You hereby represent and warrant that any such data submitted by you is updated and correct.
Remember to Backup
8.5. You are responsible for maintaining, protecting, and making backups of your User Content. You should have a regular backup plan as Diaverum and Affiliates might not be able to retrieve your User Content once your account is closed. We recommend that you regularly backup your User Content. To the extent permitted by applicable law, Diaverum and Affiliates will not be liable for any failure to store your User Content, or for loss or corruption of your User Content.
User Account Inactivity
8.6. Diaverum and Affiliates may close your User Account and delete any content contained in it if there is no account activity (such as a log in event or payment) for over twelve (12) months. However, we will attempt to warn you by email before closing your account to provide you with an opportunity to log in to your account so that it remains active.
9. USER REQUIREMENTS AND ACCEPTABLE USE
Your Responsibilities
9.1. You are responsible for your conduct, User Content, and communications with others while using the Services.
9.2. Except as expressly authorized by the Service Use Terms you may not (and you may not allow, permit or authorize anyone to):
a) purchase, use, or access the Services for the purpose of building a competitive product or service or for any other competitive purposes;
b) circumvent or attempt to circumvent any limitations that Diaverum and Affiliates imposes on your User Account (such as by opening up a new User Account to purchase and use Services for activities that previously resulted in Diaverum’s and Affiliates’ closing of your User Account for a Service Use Terms violation) or other Service(s);
c) use any automated system or software to extract or scrape data from the websites or other interfaces through which we make our Services available;
d) deny others access to the Services, or attempt to do so;
e) transmit any viruses, malware, or other types of malicious software, or links to such software, through the Services;
f) engage in abusive or excessive usage of the Services, which is usage significantly in excess of average usage patterns that adversely affects the speed, responsiveness, stability, availability, or functionality of the Services for other users;
g) Copy, transfer, distribute, sell, sublicense, lend, lease, rent, or otherwise make Services or any features or functionality thereof available to any third party (including managed service offerings, time-sharing, service bureau, software as a service, or as a cloud service);
h) reverse engineer, decompile, adapt, decrypt, disassemble, or make derivative works of the Services;
i) modify, adapt, translate or create derivative works based on the Services;
j) use the Services in violation of any law, regulation or rule, or in a manner that causes Diaverum to violate any law or regulation;
k) use the Services in a manner or for any purpose that is abusive, harassing, deceptive, obscene, defamatory, slanderous, offensive, or that a reasonable person would otherwise deem inappropriate;
l) use the Services in a manner that violates or otherwise encroaches on the rights of others, including infringement or misappropriation of any intellectual property, proprietary or privacy rights;
m) attempt to gain unauthorized access to, alter or destroy any portion of the Services, or any computer systems, software, accounts, data or information of Diaverum or any other person without the knowledge and consent of such person (whether through “hacking”, “spoofing”, “phishing”, “mining”, “pharming” or any other means);
n) use the Services for purposes of competitive analysis, the development of a competing product or service or any other purpose that is to Diaverum’s commercial disadvantage;
o) use the Services with any system or application where the use or failure of the system or application can reasonably be expected to threaten or result in personal injury, death, or catastrophic loss (examples include use in nuclear, avionics, navigation, military, medical, life support or other life critical applications) unless the Diaverum Technology is explicitly intended for such use as specified in the applicable Documentation;
p) use the Services in violation of the UN Universal Declaration of Human Rights or otherwise in violation of Diaverum’ ethical principles as described in Diaverum’ Code of Conduct (as available on Diaverum’ website www.Diaverum.com and as amended from time to time);
q) interfere with or disrupt the security, integrity, operation or performance of a Service or the data contained therein, or interfere with the access to, or use of, the Service by others;
r) facilitate the attack or disruption of a Service, including a denial of service attack, unauthorized access, penetration testing, crawling, or distribution of malware (including viruses, trojan horses, worms, time bombs, spyware, adware, and cancelbots);
s) attempt to access Service using a method other than through the interfaces and instructions that we provide;
t) access and use a Service outside the territory in which the Service was made available to you, as described in the relevant Service Use Terms; and
u) cause an unusual spike or increase in your use of a Service that negatively impacts the Clud Service’s operation.
9.3. If your use of the Services requires you to comply with industry-specific regulations applicable to such use, you will be solely responsible for such compliance, unless Diaverum and Affiliates has agreed otherwise with you. You may not use the Services in a way that would subject Diaverum and Affiliates to those industry-specific regulations without obtaining Diaverum’s and Affiliates’s prior written approval.
9.4. Some of our Services are available on mobile devices. Do not use such Services in a way that distracts you and prevents you from obeying traffic or safety laws.
Embargoes and Sanctions
9.5 You may only use the Services if you are not barred under any applicable laws from doing so. If you are located in a country embargoed, or if you are the target of sanctions issued, by the European Union (EU), the United Stated of America (US) or the United Nations (UN) or other applicable law, and such embargo or laws prevent you from receiving and/or Diaverum and Affilites from providing the Services to you, you may not purchase or use any Services from Diaverum and Affiliates. You warrant that you will not provide access to the Services to any persons or entities residing in embargoed countries or sanctioned persons or entities.
10. FEES AND PAYMENT
10.1. Any fees we charge for a Service are set out in the applicable Additional Service Use Terms or Specific Service Use Terms. You agree to pay such fees due for your use of Services in accordance with the applicable payment terms.
10.2. Fees may be charged as a Subscription with a set Billing Cycle as set out in the applicable Additional Service Use Terms or Specific Service Use Terms. For the purpose of the Service Use Terms: a) a “Subscription” is an arrangement between, on one side, Diaverum and Affiliates, and, on the other side, you to receive a Service until further notice or for a fixed period of time by paying in accordance with the Billing Cycle; and b) a “Billing Cycle” is a set time period of Service use that you have agreed to pay for in advance (it can be the full Subscription period or on a recurring time interval basis, e.g., monthly).
10.3. Unless otherwise explicitly stated, the fees for Services do not include any local, state, or foreign taxes, levies or duties of any nature (including any applicable value-add taxes) imposed by any authority resulting from the use of the Services (“Taxes”). You are responsible for paying all applicable Taxes, excluding only Taxes based on the income of Diaverum and Affiliates. If Diaverum and Affiliates have the legal obligation to pay or collect Taxes for which you are responsible, the appropriate amount will be invoiced to you by Diaverum and Affiliates and paid by you to Diaverum and Affiliates (as per the payment instructions set out in the invoice) unless you timely provide Diaverum and Affilites with a valid tax exemption certificate authorized by the appropriate taxing authority.
11. SUSPENSION AND TERMINATION OF SERVICES
Termination by You
11.1. You may terminate any Service that is not a Subscription at any time using the designated method provided by Diaverum and Affiliates or as otherwise instructed by Diaverum and Affiliates.
11.2. You may terminate any Subscription at the end of a Billing Cycle by providing at least 30 days’ prior written notice to Diaverum and Affiliates using the designated method provided by Diaverum and Affiliates or as otherwise instructed by Diaverum and Affiliates.
11.3. If you terminate a Subscription in the middle of a Billing Cycle, you will not receive a refund for any period of time you did not use in that Billing Cycle unless otherwise agreed by Diaverum and Affiliates and you, or unless you terminate for any of the following reasons: (a) we have materially breached the Service Use Terms and failed to cure that breach within 30 days after you have so notified us using designated method provided by Diaverum and Affiliates or as otherwise instructed by Diaverum and Affiliates; or (b) a refund is required by law.
11.4. Please note that if you terminate your User Account, (a) any Subscriptions will automatically be deemed terminated (regardless of whether such termination is done in the middle of any Billing Cycle or not) if there is no other User Account connected to the Subscription; and (b) you will no longer be able to log in to your User Account or use or access any Services via your User Account. Before terminating your User Account, we ask that you take a minute to consider how this might impact you or your business operations so that you may take any practical steps necessary to prevent any possible adverse effects.
Termination and/or Suspension by Diaverum and Affiliates
11.5. Diaverum and Affiliates may terminate, with immediate effect and without any refunding obligations, any Service that is not a Subscription at any time.
11.6. Diaverum and Affiliates may terminate any Subscriptions at the end of a Billing Cycle by providing at least 30 days’ notice to you.
11.7. Diaverum and Affiliates may terminate any Subscriptions for any reason by providing at least 90 days’ notice to you and will provide a pro rata refund for any period of time you did not use in that Billing Cycle.
11.8. Diaverum and Affiliates may, with immediate effect and without any refunding obligations, suspend or terminate any Subscriptions or your User Account for any of the following reasons: (a) you have materially breached the Service Use Terms and failed to cure that breach within 30 days after Diaverum’s and Affiliates’ notification to you about the breach; (b) you cease your business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (c) you fail to pay fees for 30 days past the due date.
11.9. Additionally, Diaverum and Affiliates may, with immediate effect and without any refunding obligations, limit or suspend Services to you if you fail to comply with the Service Use Terms, or if you use the Services in a way that causes legal liability to us or disrupts others’ use of the Services. Diaverum and Affiliates may also suspend providing the Services to you if we are investigating suspected misconduct by you.
11.10. Please note that if Diaverum and Affiliates terminate, limit or suspend your User Account pursuant to this Section 11, you will no longer be able to log in to your User Account or use or access any Services via your User Account.
11.11. If we limit, suspend, or terminate any Services you receive, we will endeavor to give you advance notice and an opportunity to export a copy of your User Content from that Service. However, there may be time sensitive situations where Diaverum and Affiliates may decide that we need to take immediate action without notice. Diaverum and Affiliates will use commercially reasonable efforts to narrow the scope and duration of any limitation or suspension under this Section as is needed to resolve the issue that prompted such action. To the maximum extent permitted by applicable law, Diaverum and Affiliates shall have no obligation to retain your User Content upon termination of a Service.
11.12. If Diaverum and Affiliates stop providing the Services to you because you repeatedly or egregiously breach the Service Use Terms, Diaverum and Affiliates may take measures to prevent the further use of the Services by you, including blocking your IP address.
12. DURATION AND EXPIRATION OF THE SERVICE USE TERMS
12.1. The Service Use Terms apply to you for as long as you remain a registered user (active or inactive) of our Services, including your User Account, and/or are using any Services under a Subscription or otherwise.
12.2. Subject to Sections 11 and 18.9, the Service Use Terms automatically stop applying to you (expire) when you are no longer a registered user of any Services.
13. AMENDMENTS, UPDATES AND VARIATIONS
Amendments to Service Use Terms
13.1. Diaverum and Affiliates reserve the right, at their discretion, to modify the Service Use Terms. You will be responsible for reviewing and becoming familiar with any such modifications (“Amendments”). The most current version of the Service Use Terms will always be posted on your User Account, if applicable, on Diaverum’s and Affiliates website(s), or in relation to the Service used by you (g., on the Service application). If the Amendments are material, as determined by Diaverum and Affiliates, Diaverum and Affiliates will notify you (by email or via your User Account or in relation to the Service used by you (e.g., on the Service application).
13.2. All Amendments are hereby incorporated into the Service Use Terms by this reference and become effective the day the revised versions of the Service Use Terms are notified to you.
13.3. If you do not agree with any Amendments, you may exercise your right to terminate the Service and/or Subscription in accordance with Section 11 above and stop using the Services. Any failure from your side to terminate the Service and/or Subscription accordingly will indicate your acceptance of any such Amendments.
Updates, Upgrades and Variations of Services
13.4. Diaverum and Affiliates constantly change and improve the Services. To that end, Diaverum and Affiliates may add, alter, or remove functionality from a Service at any time without prior notice (updates, upgrades and variations of Services). Diaverum and Affiliates may also limit, suspend, or discontinue a Service at its discretion.
13.5. If Diaverum and Affiliates discretionally limits, suspends, or discontinues a Service that is a Subscription, we will endeavor to give you reasonable advance notice to provide you with an opportunity to export a copy of your User Content from that Service and we will provide a pro rata refund for any period of time you did not use in that Billing Cycle. This shall be your sole remedy if Diaverum and Affiliates discretionally limit, suspend, or discontinue any Service that is a Subscription.
14. NO WARRANTY
14.1. While it is in Diaverum’s and Affiliates’ interest to provide you with a great experience when using the Services, there are certain things we do not promise about them. We try to keep our Services up, but they may be unavailable from time to time for various reasons.
14.2. UNLESS EXPLICITLY SET FORTH OTHERWISE, Diaverum and Affiliates DISCLAIM WITH REGARD TO ANY SERVICES ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS, AND ANY WARRANTY THAT MAY ARISE BY REASON OF TRADE USAGE, CUSTOM OR COURSE OF DEALING. WITHOUT LIMITING THE FOREGOING, THE SERVICES AND OTHER DOCUMENTATION OR MATERIAL PROVIDED BY Diaverum and Affiliates AS AN ACTIVITY UNDERTAKEN UNDER THE SERVICE USE TERMS ARE PROVIDED TO YOU “AS IS”, WITHOUT WARRANTIES OF ANY KIND WHATSOEVER INCLUDING BUT NOT LIMITED TO ANY PERFORMANCE WARRANTIES. Diaverum and Affiliates DO EXPLICITLY NOT REPRESENT OR WARRANT THAT: (A) THE SERVICES AND CONTENT PROVIDED THEREUNDER WILL BE ACCURATE, RELIABLE, UNINTERRUPTED, SECURE OR ERROR-FREE; (B) DEFECTS IN THE SERVICES WILL BE CORRECTED; OR (C) THE SERVER THAT MAKES THE SERVICES AVAILABLE ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. YOUR SOLE REMEDY AGAINST Diaverum and Affiliates FOR ANY DISSATISFACTION WITH THE SERVICES IS TERMINATING THE SUBSCRIPTION IN ACCORDANCE WITH THE SERVICE USE TERMS AND STOP USING THE SERVICES.
15. LIMITATION OF LIABILITY
15.1. UNDER NO CIRCUMSTANCES WILL Diaverum and Affiliates BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE WHATSOEVER, WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY RELATED TO THE SERVICE USE TERMS OR THE USE OF THE SERVICES, EVEN IF ADVISED ON THE POSSIBILITY OF SUCH DAMAGE OR IF SUCH DAMAGE COULD HAVE BEEN REASONABLY FORESEEN, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY EXCLUSIVE REMEDY PROVIDED. SUCH LIMITATION OF DAMAGES INCLUDES, BUT IS NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, LOSS OF PROFIT, REVENUE OR PRODUCTION, INTEREST ON INVESTMENTS, COST OF CAPITAL, LOSS OF DATA OR SOFTWARE, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, EQUIPMENT OR SERVICES, DOWNTIME COSTS, CLAIMS OF CUSTOMERS, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION OR IMPAIRMENT OF OTHER GOODS.
15.2. IF, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, Diaverum and Affiliates ARE FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS THAT ARISES OUT OF OR IS RELATED TO YOUR SUBSCRIPTION OR USE OF THE SERVICES, THE AGGREGATE LIABILITY OF EACH OF Diaverum and Affiliates, THEIR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS, AND LICENSORS ARISING OUT OF OR IN CONNECTION WITH THE SERVICES AND THE SERVICE USE TERMS WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO Diaverum and Affiliates FOR USE OF THE CONCERNED SERVICES DURING THE 12 MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
16. INDEMNIFICATION
If (a) you are a consumer and there are no applicable laws that provide legal rights to consumers that may not be overridden by contract or waived by those consumers (see Section 17.11); or (b) you are a legal entity, you will indemnify and hold harmless Diaverum and Affiliates, their affiliates, officers, agents, and employees from all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of a third party claim regarding or in connection with your use of the Services or breach of the Service Use Terms, to the extent that such liabilities, damages and costs were caused by you.
17. ANTI-CORRUPTION, ANTI-BRIBERY AND SANCTIONS
You warrant that, and undertake to ensure that any persons associated with, you comply with all applicable anti-corruption legislation, including the UK bribery Act and the US Foreign Corrupt Practices Act, and sanctions legislation as amended from time to time. You agree to promptly, fully and truthfully answer any questions from Diaverum and Affiliates related to Diaverum’s and Affiliates’ anti-corruption program and policy and other controls related to corruption and sanctions, and to co-operate fully in any investigation of a potential breach of this Section 16. Diaverum and Affiliates shall be entitled to terminate your Subscription with immediate effect in the event Diaverum and Affiliates conclude, in their absolute discretion, that you have committed a breach of this Section 16 or that such breach is likely to occur unless your Subscription is terminated. You shall indemnify and hold Diaverum and Affiliates harmless from and against any and all claims, proceedings, actions, fines, losses, costs and damages arising out of, or relating to any non-compliance with this Section 16 by you. The foregoing indemnity shall cover any liability as well as any costs and expenses including attorney’s fees arising out of such claims and any and all costs incurred in the defense and settlement of such claims.
18. MISCELLANEOUS
Relationship between you and Diaverum And Affiliates
18.1. You understand and agree that by accepting the Service Use Terms and using the Services, no legal partnership or agency relationship is created between you and Diaverum and Affiliates. As applicable, you and Diaverum and Affiliates are independent contractors, and nothing in the Service Use Terms shall be construed to (i) give either you or Diaverum and Affiliates the power to direct and control the day-to-day activities of the other, (ii) constitute a joint venture, co-ownership or employment relationship, or (iii) authorize either you or Diaverum and Affiliates to create or assume any obligation on behalf of the other for any purpose whatsoever. The Service Use Terms are void where prohibited by law and the right to use the Services is not granted in such jurisdictions.
Assignment
18.2. You may not assign any Services without Diaverum and Affiliates prior written consent except to an entity which acquires or succeeds to all or substantially all of your business or assets, whether by merger, sale of assets, or otherwise, and which assumes and agrees in writing to be bound by all of your obligations hereunder. Diaverum and Affiliates may assign provision of any Services, partly or in total, at any time.
Entire Agreement
18.3. Subject to Section 18.4, the Service Use Terms constitute the entire agreement between you and Diaverum and Affiliates, and they supersede any other prior or contemporaneous agreements, terms and conditions, written or oral concerning their subject matter. Any terms and conditions appearing on a purchase order or similar document issued by you in relation to your purchase and/or use of the Services do not apply to the Services, do not override or form a part of these Service Use Terms, and are void. Subject to Section 13, no addition to or modification of any provision of the Service Use Terms shall be binding upon the parties hereto unless made by a written instrument signed by a duly authorized representative of each of the parties.
Other Applicable Terms and Conditions
18.4. You acknowledge and agree that the use of the Services may entail use of proprietary Diaverum and Affiliates software. Any such software is subject to the Diaverum EUSLA (End User Software License Agreement), available here. By accepting these General Service Use Terms, you also accept to be bound by the Diaverum EUSLA (as applicable).
18.5. You also acknowledge and agree that the use of the Services may entail use of proprietary third-party software and/or services (“Third-Party Software and Services”) and/or software licensed under open-source licenses (“Open-Source Software”) which may be subject to notices or additional terms and conditions (“Third-Party Use and License Terms” and “Open-Source License Terms”, respectively). The applicable Third-Party Use and License Terms and Open-Source License Terms are identified, set out or referenced in the applicable Service Use Terms. By accepting these General Service Use Terms, you also accept any such additional terms and conditions regarding Third-Party Software and Services and Open-Source Software.
Interpretation
18.6. The use of the terms “includes”, “including”, “such as”, and similar terms, shall not limit what else might be included.
No Waiver
18.7. A party’s failure or delay to enforce a provision under the Service Use Terms is not a waiver of its rights to do so later.
Precedence
18.8. To the extent any conflict exists, Additional Service Use Terms and Specific Service Use Terms prevail and take precedence over these General Service Use Terms with respect to the Services to which those Additional Service Use Terms or Specific Service Use Terms apply.
Severability
18.9. If any provision of the Service Use Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed, and the remainder of the terms will remain in full effect.
Survival
18.10. The following sections will survive the expiration of the Service Use Terms: 1, 2, 4, 5, 6, 7, 14, 15, 16, 17, 18 and 19.
Resources
18.11. Diaverum and Affiliates may publish links in its Services to internet websites maintained by third parties. Diaverum and Affiliates do not represent that they have reviewed such third-party websites and are not responsible for them or any content appearing on them. Trademarks displayed in conjunction with the Services are the property of their respective owners.
Consumers
18.12. We acknowledge that the laws of certain jurisdictions provide legal rights to consumers that may not be overridden by contract or waived by those consumers. If you are such a consumer, nothing in the Service Use Terms limits any of those consumer rights.
19. GOVERNING LAW AND DISPUTE RESOLUTION
19.1. Subject to Section 18.12, the substantive law of Sweden shall govern the Service Use Terms.
19.2. Subject to Section 18.12, any dispute, controversy or claim arising out of or in connection with the Service Use Terms, or the breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce. The arbitral tribunal shall be composed of three arbitrators. The seat and place of arbitration shall be Malmö, Sweden. The language to be used in the arbitral proceedings shall be English, unless the Parties agree otherwise. Nothing in this Section shall prevent the parties from seeking any injunctive or equitable relief by a court of competent jurisdiction.
19.3. The parties undertake and agree that all arbitral proceedings will be kept strictly confidential. This confidentiality undertaking shall cover, inter alia, all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings.
19.4. Notwithstanding the foregoing, a party shall not be prevented from disclosing such information in order to safeguard in the best possible way his rights vis-à-vis the other party in connection with the dispute, or if and to the limited extent obligated to do so pursuant to statute, regulation, a decision by an authority, a stock exchange agreement or similar.