1. INTRODUCTION 1.1 By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the subsequent terms and conditions (“Terms of Service”, “Terms”), which includes those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content. Please read our Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any services. Any new features or tools which are added to the current site shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page: avidnote.com/terms. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. 1.2 By accepting the Terms when purchasing and/or subscribing for the Services you receive a non-exclusive, non-transferable, revocable and limited in time right to use the Free Version, Basic Version or Pro Version of the Application, hereinafter defined as a “License”. 1.3 There are four different service levels of the Application; the Free Version, the Basic Version (Beginner Version), the Pro Version (Professional Version), and the Enterprise Version. For further info regarding the different versions, refer to the pricing page here: avidnote.com/plans; 1.4 Definitions used in this service agreement “Account” refers to the account you create to access the Services, identifiable by unique email; “Application” refers to the web-based digital research platform developed and provided by Avidnote in which you which create Events. “Basic Version” refers to the basic version of the Application as further described in our Plans; “Customer” refers to the individual/entity who purchases one or more Licenses to use a Paid Version; “Data Protection Laws” refers to the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 regarding the protection of natural persons with regard to the processing of personal data & on the free movement of data, and repealing Directive 95/46/EC (“GDPR”) and other thereto related applicable laws & regulations. Expressions such as ‘data subject’, ‘personal data’, ‘processing’, ‘controller’, ‘processors’, ‘personal data breach’ etc., are construed in accordance with the meaning given to them in the GDPR regulation; “Enterprise Version” refers to the enterprise version of the Application; “Free User” refers to the individuals or organisation who has signed up for a License to the Free Version; “Free Version” refers to the free version of the Application as described in detail in Plans; “Purchasing Day” refers to the day when a Customer purchases a License to use any of the Paid Versions and agrees to the Terms; “License Period” carries the meaning described in Section 3.2; “Event” refers to notes, pdfs, projects, references or other events created by a User in the use of our Application; “Avidnote” means Avidemic AB (publ), Reg number: 559252-4267, a Swedish limited liability company with VAT number: SE559252426701 and email: firstname.lastname@example.org; “Paid Version” refers to the Pro, Basic or any other version of the Application that the Customer pays for (including the Enterprise Version as well); “Pro Version” (Professional Version) refers to the pro version of the Application as described in detail in Plans; “Order Form” describes Avidnote’s ordering document specifying the Services to be provided hereunder that is entered into between the Customer and Avidnote, which could include addendums thereto; “Services” means all services provided by Avidnote to you under the Terms, such as, but not limited to the Application, the Websites and other applications/platforms used to access the Application; “Team Member” refers to the individual(s) or entity(ies) who are part of a Team Workspace; “Team Workspace” (Team Account / Shared Account) refers to shared team account that a Customer gains when they purchase more than one License (such as but not limited to a purchase of the Enterprise Version) which is described in Section 6; “Terms”refers to these general terms &conditions including the terms of any Order Form, or other separate agreement that might have been entered into between Avidnote and a User or Customer, with regards to the Services provided hereunder, as applicable; “Third Party Application” refers to the software for which the copyright and other intellectual property rights belongs to a third party. “Third Party Integration” describes any service not provided by Avidnote that a Customer chooses to integrate or enable for use with the Services; “User” means any person, such as a Customer, Free User or Team Member, who signed up for an Account; “User Data” refers to all data (e.g. documents, text, references and images) including personal data, submitted by you electronically in the use of the Application; and “Websites” means Avidnote.com well as any other sites related to Avidnote.com, including subsites connected to help you to use the Application.
2. YOUR UNDERTAKINGS 2.1 You have a responsibility to provide Avidnote with all the information that is necessary for us to be able to provide you with the Services and our other obligations set forth herein. 2.2 Avidnote is never liable for your Internet that is being used to obtain access to, and make use of, the Services. It is therefore also your responsibility to arrange for and fulfill the technical requirements needed to use our Services, such as to have the equipment and software required for the performance of the Application. 2.3 You must ensure that (i) any and all User Data as well as your software is free of viruses, trojans, worms or other harmful software codes, (ii) User Data as well as your software is in a format suitable for the Application and (iii) that your software and/or User Data cannot in any other way, harm or adversely affect Avidnote’s systems and/or Services. 2.4 It is your responsibility to ensure that your log-in information, security procedures and other information, which is used to access and use the Application, is kept confidential and treated as confidential information. You agree to immediately inform Avidnote if any unauthorized person has obtained knowledge of such information. 2.5 You agree not to copy, decompile, decrypt or deconstruct the Services (or any software or code that is included in the Services) or try to derive or create source code from the Services and you also agree not to circumvent or try to circumvent the security measures of the Services set out by Avidnote. 2.6 You agree to follow the instructions provided from time to time by Avidnote for use of the Services including, for the avoidance of doubt, not to permit any other person to use your License. 2.7 To the extent the Terms do not state differently, you are responsible for back-ups of User Data. 2.8 You are liable for the Events you create and responsible for all User Data and other data you submit to our Services. 2.9 You agree not to use and to ensure that the Services is not used in an inappropriate or illegal manner; such as, but not limited to, posting pornographic, offensive, racist, harassing or otherwise unlawful or inappropriate material in a Events or the Application or by registering and/or using a username reflecting any of the above. Avidnote reserves the right to, without warning, cancel your right to use our Services if you do this, which neither entitles you to refund for payment done nor compensation of any other kind. We also reserve the right to (i) investigate and take appropriate action against anyone who violates, or is suspected of violating the Terms, including removing any content or reclaiming your username at any time, and/or reporting you to law enforcement authorities and (ii) disclose all kinds of data supplied to our Services, if we receive a request for information and this is required by mandatory applicable laws, governmental regulations or rules, or by any orders of court or competent authority or arbitral tribunal. 2.10 You confirm that you have the full right, power and authority to create your Account and/or purchase Licenses from us and thereby enter into agreement with us that creates a legally valid and binding obligation on you that does not violate any applicable law, rule or regulation, or require any conditional consent by any person or entity. If you are accessing or using the Services in connection with your employment, you confirm that you are authorized to bind your company/employer to the Terms and any references herein to you will refer to both you and your company/employer, as applicable. 2.11 Avidnote is intended to be a business tool. If you are younger than 16 years old, you must be represented by your parents or guardians to agree to the Terms and to use the Services. 2.12 We reserve the right to terminate your subscription of a License under the Terms and suspend you from the Services including your License(s) immediately or limit your access to the Services if you fail to comply with the Terms or if the provision of the Services might lead to more than a minor damage for Avidnote or any third party.
3. PRICES, PAYMENT AND REFUNDS 3.1 Current and applicable prices for the Licenses are found here: https://avidnote.com/plans/ All prices are exclusive of VAT, other taxes and potential tolls or import/export fees. 3.2 Payment for the Paid Versions is made upfront on the Purchasing Day for the entire license period which is twelve months if not otherwise agreed upon (the “License Period”). Exceptions may be made when payment is done through invoice and/or bank transfer, in which case payment is due within the number of days after the Purchasing Day as specified in the invoice. The first day after the end of the License Period, the License will be automatically cancelled. 3.3 If you add a License or upgrade a Paid Version of the Application during the License Period, the change to the new plan will take effect at the end of your subscription cycle. 3.4 Payment cannot be made for parts of the License Period or be partially repaid. See point 3.6 for our general refund policy. 3.5 We reserve the right to change the prices listed under Pricing as well as the payment terms (including License Periods) at our own discretion. Such changes will however not affect a License already paid for. 3.6 Customers are entitled to a full refund within fourteen days from the Purchasing Day for the Basic Version and the Pro Version by cancelling the License. In order to receive the refund, send us a written notice to email@example.com stating why the refund is requested. We are obliged to provide the refund within 14 days of registering the request.
7. EMAIL ADDRESSES CONNECTED TO ORGANISATIONS 7.1 When a User uses an email address to register for an Account and that email address was provided by an organisation (e.g. a University if you signed up under a University account), we reserve the right to inform the concerned organisation about your Account. The organisation may also request us to remove your Account. If you want to avoid any of the above potentialities, you can register an Account with your own private email address that does not belong to an organisation.
8. FAULTS IN THE SERVICES 8.1 Our Services are provided “as is” & “as available”. Avidnote does not warrant, either expressed or implied, that the Services are going to work without errors and/or without interruptions. 8.2 Despite the above statement, we will to the extent possible and commercially reasonable try to rectify faults in the Services as promptly as the circumstances require it. A fault in the Services refers to a deviation from the description of the current version of the Services and any major deviations from generally applicable norms for software equivalent to the Services. 8.3 Faults in the Services are generally rectified by means of a correction or by providing instructions on ways to circumvent the fault. In order claim the existence of a fault for which Avidnote is liable, you need to report it to us within a reasonable period of time after discovery of the fault in question. You will need to describe, and if needed, show, how the fault has manifested itself. 8.4 If there happens to be a fault in a Third Party Application and we are unable to rectify it ourselves, we report this to the relevant Third Party Application supplier with the intention to apply any solution received from that Third Party Application supplier, assuming this can be done without having an adverse effect on the Services or without any other negative consequences for Avidnote. Over and above this, Avidnote has no liability for faults in any Third Party Application. 8.5 If we have not been able to rectify a fault with the promptness that the circumstances required, you, as a Customer, are entitled to such reduction of the price of the License that corresponds to the fault, however with the limitations set forth in Section 14.1.
10. COMMUNICATION 10.1 We reserve the right to communicate with our users, also for marketing related purposes. That communication can be through email, product updates, offers or other information related to the Application. You can choose to opt out of receiving emails from Avidnote at any time by unsubscribing at the end of the email. 10.2 Please note that although you have the option to opt out of receiving marketing emails, we still reserve the right to communicate with all our Users and Customers via email with regards to specific orders, requests or inquiries from our Users and Customers that are related to the Services.
11. INTELLECTUAL PROPERTY RIGHTS 11.1 You own your data. We do not own your data, your data belongs to you. Data here refers to everything you place on the Avidnote platform including papers, notes, and references. The act of creating, editing or sharing notes to Avidnote does not change that content’s ownership nor does it change its copyright status. If the data belonged to you to begin with, it remains as yours after you put it in Avidnote. Avidnote (or when applicable our licensors) retain all rights and title to the Services we provide (or parts thereof) including, without limitation, all intellectual property rights and know-how related to the Application and the other parts of the Services. Other than the right to use our Services that you purchase or sign-up for in agreement with the Terms, you do not obtain any other right whatsoever to Avidnote’s Services or the copyright, patents, trademarks, trade secrets or other intellectual property rights or goodwill related thereto. 11.2 We never copy deliberately any third party’s intellectual property rights and, to best of our knowledge, the Application does not infringe on any intellectual property rights belonging to an external third party. 11.3 If we are notified of the potential occurrence of an intellectual property rights infringement related to the Application, we seek, to the extent possible and reasonable, take measures to ensure that the Application is modified in such way that it does not any longer infringe on the intellectual property rights mentioned. If this would mean unreasonably high costs, Avidnote has the right to, instead of taking such measures, instead limit or temporarily cancel the use of the Services, or terminate your subscription of License(s) under the Terms (and thereby the right to use the Services) with immediate effect. Avidnote’s obligations under this Section do not apply to the extent that the infringement (a) is related to a Third Party Application; or (b) arises out of the alteration of the Application not made or authorized by Avidnote. 11.4 You agree to notify us immediately if you receive any notification of accusation of infringement from a third party due to any of our Events. 11.5 Avidnote respects intellectual property rights and reserves the right to remove any User Data or other forms of content that infringes copyright, trademark, patent or other intellectual property rights of a third party upon notification. You agree not to upload any User data that infringes on copyright, trademark, patent or other intellectual property rights of a third party.
12. CONFIDENTIALITY Both Avidnote and you agree to retain in confidence, and not to disclose to any third party, any confidential information & data obtained from the other party. Confidential information refers to any information whether technical, commercial or other form. Such information may, however, be disclosed if such disclosure is necessary to allow a party, or its employees to (i) defend against litigation, (ii) to file & prosecute patent applications, (iii) in order to comply with law and governmental regulations or any orders of court or competent authority or arbitral tribunal or (iv) in order to comply with applicable stock exchange regulations or the regulations of any other recognized marketplace. Confidentiality in accordance with this provision shall not apply to information which (i) are in the public domain; (ii) information that comes into the public domain through no fault of the receiving party; (iii) information that was known prior to its disclosure by the receiving party, as evidenced by records; (iv) information that is disclosed in accordance with the Terms or with the other party’s priorly written consent, or (v) information that is disclosed to the receiving party by a third party having a lawful right to make such disclosure. The obligations of confidentiality continues during the License Period and for the two subsequent years that follow.
13. SERVICE AVAILABILITY, MAINTENANCE, TESTING AND DOWNTIME 13.1 Avidnote keeps the Services available to such a large extent as possible, however, since we want to provide updated and maintained Services, Avidnote always retain the right to disconnect the Services for service and upgrading without giving you prior notice and cannot be held liable for any potential downtime or other technical complications. 13.2 Avidnote also reserve the right to (i) implement updates the Application and (ii) conduct for example A/B testing or other actions for improvement purposes, to the extent deemed appropriate and suitable. Avidnote intends to give you notice prior to any major maintenance of the Services that will lead to more than minor disruptions in the Services.
14. LIABILITY & LIMITATION OF LIABILITY 14.1 Avidnote’s aggregate liability arising out of or related to the Services & Terms shall, under all circumstances, including but not limited to Section 11.6, be limited to such an amount corresponding to the amount paid by you for the Services during the twelve months immediately preceding the first incident causing the loss. You shall, to not lose your right to compensation, submit a claim for damages to Avidnote within two months from the date when the incident giving rise to the claim occurred. The foregoing limitation will apply whether an action is in contract or tort and regardless of any theory of liability. Free Users do not have any right to economic compensation. 14.2 Avidnote is not held liable for any indirect, incidental, or consequential damages, including without limitation, any loss of profits, data or income, arising out of, or in relation with the Terms or your use of the Services. 14.3 The limitation described in Section 14.1 does not limit or exclude Avidnote’s liability for damages caused by fraud or wilful misconduct by Avidnote. 14.4 Avidnote assumes no liability whatsoever for any losses, damages or costs that are caused by: (i) User Data or other content submitted by you when using our Services; (ii) faults, non-conformities and lacking performance in your software, hardware or Internet connection; (iii) corruption or destruction of data or other similar damages caused by computer viruses related to your computer system(s), hardware or software; (iv) any faults that occurred as a result of a) downtime or other technical complications (other than what is specifically stated in Section 8) or b) any of the specified reasons stated in Section 13 (Service availability, Maintenance, Testing and Downtime) and/or Section 15 (Force Majeure); (v) faults that are caused by your or a third party’s changes to or interference with the Application, or any other circumstances for which you or a third party is liable or that are in some other way is beyond Avidnote’s control; and/or (vi) the loss, destruction/removal, unavailability, modification or disclosure of User Data caused by you or a third party. If a third party causes this, we will of course use all commercially reasonable efforts to restore the lost or damaged User Data from the latest back-ups that are maintained by us. 14.5 You agree to indemnify and hold Avidnote harmless for all damages, costs and expenses that arise out of or related to (i) your breach of any of the Terms, (ii) any User Data or other content submitted by you when using our Services, (iii) your breach of applicable law and (iv) an allegation or claim by a third party that any User Data or your use of User Data with the Services infringes or misappropriates such third party’s intellectual property rights.
15. FORCE MAJEURE Avidnote is excused from the performances of any of its obligations to you under the Terms if the performance in question is prevented or delayed by any cause beyond Avidnote’s control, e.g. riots, fire, flood, natural disasters, wars, accidents, sabotage, strikes, embargo or other government actions. We shall in cases of such events of force majeure immediately notify you and provide you with relevant information.
16. NOTICES Notice of termination and other forms of communication is sent by email and is deemed to have been received no later than two days after the email is sent. 17. ENTIRE AGREEMENT The Terms represent the entire agreement between us regarding the provision and use of the Services and supersedes all prior agreements, proposals or representations, written or oral. Both You and Avidnote hereby agree that any term or condition stated in a Customer’s own purchase order or in any other Customer order documentation (excluding for the avoidance of doubt an Order Form) is void. If there is any conflict or inconsistency among the following documents, the order of precedence is: (1) the applicable Order Form, and (2) these Terms.
18. MISCELLANEOUS 18.1 You may not transfer this agreement with us or your right to use the Services (other than in accordance with the Terms) without Avidnote’s written consent. 18.2 If any of the provisions of the Terms are held to be invalid or otherwise unenforceable, such provisions will be interpreted to fulfill their intended purpose to the maximum extent permitted by applicable law, and the remaining provisions of the Terms will continue in full force & effect.
19. TERM AND TERMINATION 19.1 The Terms enter into force immediately when you sign up for an Account or begin using the Application, whichever happens first. If you are a Customer, the Terms will enter into force automatically on the Purchasing Day. 19.2 At any time, you can terminate your subscription of License(s) by sending an email to firstname.lastname@example.org. Termination occurs following your confirmation of wanting to be removed from all systems and have all your data, including User Data, removed. After the termination, you are no longer able to use the Services. Refer to Section 6.6 regarding deletion of Team Member(s) Account(s). 19.3 Avidnote can terminate your subscription in accordance with what is stated in the Terms, and in all other cases through a one-month prior notice. Avidnote reserves the right to cancel a User’s right to access the service if their use in any way could expose us to international sanctions or similar trade restrictions. Termination can be made by using the email address registered with Avidnote. 19.4 Any other clauses that are said to survive also after termination of License Period or which otherwise are of the nature that they shall continue in force will be applicable also following the termination of subscription of a License. 20 INDEPENDENT CONTRACTORS There is no joint venture, partnership, agency, or fiduciary relationship existing between a User and Avidnote, and there is no intention to create any such relationship by your acceptance of the Terms – both you and Avidnote remain independent with respect to one another.
21. CHANGES OF TERMS We may change these Terms (however not the terms of an agreed Order Form) at any time to reflect changes in applicable law or updates to the Services, and to account for new Services or functionality or for similar reasons, where such changes have no materially negative impact on your rights hereunder or your use of the Services. The most current version of these Terms will always be posted on www.avidnote.com/terms and you hereby undertake to check the terms that apply at the time of your use. Changes will be effective no sooner than the day they are posted on our website. In order for certain changes to become effective, applicable law may require us to obtain your consent to such changes, or to provide you with sufficient advance notice of them. If you do not want to agree to any changes made to these Terms, you should stop using the Services, because by continuing to use the Services you accept to be bound by the updated terms.
22. TRIALS AND BETAS 22.1 From time to time we may also offer the Services on a trial basis. Avidnote reserves the right to regulate what those offerings include, and to whom, such offerings are made available. Trial Services are considered optional and you are never mandated to sign up for, use or enable such offerings. Your use of the trial Services will be limited to the specific period of the relevant trial offering and governed by those Terms. You are to be provided with the relevant information and any additional terms and conditions (if applicable) pertaining to such a trial offering before purchasing and/or subscribing for those Services. 22.2 Depending on what type of subscription, your License subscription may be billed on a recurring basis and is automatically renewed at the expiration of the relevant billing period unless cancelled in agreement with these Terms. Payment is charged to your chosen payment method on the Purchasing Day & at the start of every new billing period unless cancelled in agreement with these Terms and you hereby authorize Avidnote to charge your selected payment method for all applicable fees. Depending on payment methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your payment and local tax charges could vary depending on your selected payment method.
23. DISPUTES & GOVERNING LAW 23.1 The Terms is governed by and construed in accordance with the substantive laws of Sweden, without regard to its principles of conflict of laws. 23.2 If you have a concern or problem with the Services offered by Avidnote, we want to address your concerns without needing a formal legal case. Prior to filing a claim against us, you agree to try to resolve the dispute informally by contacting email@example.com. We try to resolve the dispute informally by contacting you via email. If a dispute cannot be resolved within 15 days of submission, you or Avidnote may bring a formal proceeding. 23.3 Any potential dispute, controversy or claim, in contract or in tort or otherwise, arising out of or in connection with the Terms (including for the avoidance of doubt an Order Form) and/or the Services provided hereunder, or the breach, termination or invalidity thereof, is exclusively and finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce, unless the Arbitration Institute, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter scenario, the Arbitration Institute shall also decide whether the arbitral tribunal is composed of one or three arbitrators, to be appointed by the Arbitration Institute. The place of arbitration is set to be in Stockholm, Sweden. The language used for those proceedings is English. Confidentiality shall apply to the arbitral proceedings & any information disclosed or decision or arbitral award made or declared during those proceedings.
SECTION 24 – CONTACT INFORMATION
Questions about the Terms of Service should be sent to us at: firstname.lastname@example.org.