General Terms and Conditions All Ears

1. INTRODUCTION
   These general terms and conditions ("Terms") refer to the Customer's access to and use of All Ear's web-based media monitoring service. All Ears and the Customer are collectively referred to as the "Parties" and individually as a "Party".
   

2. DEFINITIONS
   "User" shall mean a natural person who has been granted authorization and access by the Customer to use the Services Ordered by the Customer. Users can for example be employed by the Customer.
   "Fee" shall mean the fees for the ordered Services to be paid by the Customer which are initially regulated in the applicable Order Form and thereafter, with regard to fees for the Services, in accordance with what All Ears has informed the Customer of in accordance with these Terms.
   "Agreement" means the applicable Order Form, these Terms, the DPA and all additional appendices to the applicable Order Form, if any.
   “Monitored Keywords” refers to keywords defined by the Customer and categories of data for monitoring of certain media.
   "Contact person" refers to a person who is appointed by the Customer to facilitate the contact with All Ears.
   "Customer" means the legal entity defined as Customer on the applicable Order Form
   "Order Form" means the order form between the Parties stating details and applicable Fees for the Services.
   "Malicious code" refers to code, files, agents, programs similar that are intended to cause damage by viruses and trojan horses and others.
   "End Date" refers to the date specified in the Order Form.
   "Start Date" refers to the date specified in the Order Form.
   "Services" refers to All Ear's offering of software as a service, consisting of a web-based system for media monitoring of spoken media.
   "Service Specification" refers to the specification of the Services that appears on the Order Form.
   

3. PERMISSION TO USE THE SERVICES
   3.1 In accordance with the terms of the Agreement, including all license restrictions set forth in these Terms, the Customer is granted a non-exclusive, non-transferable, and limited license, to access and use the ordered Services within the Customer’s business during the term of the Agreement.
   3.2 Notwithstanding the provisions of section 3.1 above, All Ear's obligation to deliver the ordered Services to the Customer and the Customer's right to use the Services in accordance with section 3.1 is conditional upon the Customer's continuous fulfilment of its obligations under the Agreement.
   3.3 The ordered Services may only be used by the number of Users for whom the Customer, from time to time, has ordered the Services for in accordance with the terms of the Agreement. 
   3.4 The number of Users is ordered in the applicable Order Form and can be increased by the Customer in accordance with an agreement between the Parties applicable from time to time.
   3.5 The number of Monitored Keywords is ordered in the applicable Order Form and can be increased by the Customer in accordance with an agreement between the Parties applicable from time to time.
   3.6 The Agreement is entered into between the Parties and nothing in the Agreement shall imply that All Ears has any contractual relationship with any other party, this means, among other things, that All Ears has no contractual relationship with the Customer's employees.
   

4. ALL EARS OBLIGATIONS

   4.1 All Ears will:

   a) from the Start Date make the ordered Services available to the Customer in accordance with the Agreement;

   b) make the Services available in all material respects in accordance with the Service Specification; and 

   c) ensure that the Services comply with applicable laws and regulations (provided that the Services are used in accordance with the Agreement and in accordance with All Ears instructions provided from time to time).
   4.2 Notwithstanding what is stated in section 4.1, All Ears reserves the right to independently amend the Services at any time, as long as functionality of the Services is not materially impaired or that such change is otherwise to the detriment of the Customer for reasonable reasons. 
   

5. CUSTOMER’S RESPONSIBILITY, USE AND THE SERVICES FUNCTIONALITY 

   5.1 The Customer will:
   a) be responsible for all the User’s compliance with this Agreement;
   b) only use the Services in accordance with the Agreement, All Ears instructions from time to time and applicable laws and regulations;
   c) make commercially reasonable efforts to prevent unauthorised access to or use of Services and immediately inform All Ears about such unauthorised use; 
   d) not make the Services available to anyone other than Users in accordance with the Agreement and not to lease, sublicense, rent or distribute the Services or use the Services for the benefit of others; 
   e) not permit direct or indirect access to, or use of, the Services in a manner that circumvents an agreed restriction of Users; 
   f) not use the Services to store or transmit Malicious Code; 
   g) have access to up-to-date protection against viruses and intrusions as may normally be required in the professional use of IT services; and
   h) not reproduce the Services or use the Services to take advantage of All Ears intellectual property rights (other than what is permitted by the Agreement or mandatory legislation). 
   5.2 The Customer shall appoint a Contact Person, with an agreed level of competence, who shall be responsible for, including but not limited to, facilitating the contact with All Ears. The Customer shall provide All Ear's with contact information to the Contact Person.
   

6. LIMITED ACCESS TO THE SERVICES

   6.1 In the event the provision of the Services causes damage or risk damaging All Ears or All Ears customers, including but not limited to an attack on the computer system or Malicious Code, All Ears (without obligation to compensate the Customer) shall have the right to restrict the Customer's access to the Services. All Ears shall promptly notify the Contact Person of such limitation and shall only take measures justified by the circumstances of individual cases.
   

7. CONDITIONS FOR USE OF SERVICE

   7.1 The functionality of the Services is dependent on the Customer having a sufficient Internet connection and browser. It is the Customer's responsibility to ensure that it has an adequate internet connection and browser. 
   

8. FEES AND PAYMENT

   8.1 The Customer shall pay the Fees for the ordered Services in accordance with the applicable Order Form and pricing applicable from time to time. Any introductory discount automatically terminates upon renewal of the Agreement. 

   8.2 The quantity of the Purchased Services cannot be reduced during the contract period. Paid Fees are non-refundable. 

   8.3 All Ears reserves the right to annually adjust its price list applicable from time to time.

   8.4 All Fees for the ordered Services shall be paid in advance in accordance with what is set out on the applicable Order Form payable withing thirty (30) days from the date of the invoice.

   8.5 In the event of late payment, the customer must pay interest on the outstanding amount in accordance with the Swedish Interest Act (1975: 635). All Ears reserves the right to charge legal fees for payment reminders and collection costs in the event of late payment.

   8.6 In the event of late payment, All Ears reserves the right to (i) upon written notice to the Customer, limit or suspend the Customer's access to the Services until outstanding payments, including any default interest and other applicable fees, have been paid in full, or (ii) cancel The Agreement in its entirety.
   

9. SUPPORT AND MAINTENANCE

   9.1 All Ears offers remote support via email support@allears.ai.

   9.2 All Ears shall perform all support with due skill and care, in a professional manner and in accordance with the methods and standards normally used by All Ears.

   9.3 All Ears shall make reasonable efforts to ensure that the Services are available and fully functioning. However, some technical difficulties or maintenance may, from time to time, result in temporary disruptions to the Services. All Ears reserves the right to periodically, and at any time, change or terminate, temporarily or permanently, functions and content of the Services, without liability to the Customer. For the avoidance of doubt, the presence of said disturbances, changes or terminations shall never result in All Ears being regarded to have breached its obligations to the Customer in accordance with the Agreement.
   

10. RIGHTS AND LICENSES 

    10.1 Subject to the limited rights set forth in this Section 10, All Ears reserves all rights and title to the Services, including the intellectual property rights attributable thereto. No rights are granted to the Customer except as what is expressly stated in these Terms.

    10.2 All Ears owns all rights, including intellectual property rights, in the Services and all parts thereof as well as in and all results created in All Ears' performance and provision of the Services.
    

11. PERSONAL DATA 

    11.1 The Parties are aware that personal data, including but not limited to, names, e-mail addresses and other contact information may be processed during Customer's use of the Services and that the Customer is the controller responsible for the processing of personal data. All Ears will implement organisational and technical security measures to protect the security, confidentiality and integrity of the personal data and shall only process personal data on behalf of the Customer and in accordance with the data processing agreement (the "DPA") which forms a part of the Agreement.
    

12. CONFIDENTIALITY 

    12.1 The Parties undertake not to disclose to any third party any information received from the other Party without the consent of the other Party. This includes information about the Parties' activities that can reasonably be deemed to be of confidential nature, including trade secrets, know-how, information of commercial, financial, commercial and technical nature including information regarding products and development and information that may otherwise reasonably be deemed confidential information of the revealing Party. Information declared by either Party to be confidential shall always be deemed to constitute confidential information.

    12.2 The Parties' obligations under this section 12 shall be valid during the term of the Agreement and for a period of three (3) years after the Agreement has expired or been terminated, regardless of the reason.
    

13. WARRANTIES AND LIMITATIONS

    13.1 All Ears warrants that the Services during the Agreement shall in all material respect function in accordance with the Service Specification.

    13.2 In addition to what is expressly stated in these Terms, All Ears makes no warranties of any kind, express, implied or otherwise. The Customer hereby waives, to the extent permitted by law, all implied warranties such as implied warranty of fitness for a particular purpose, merchantability, marketability, non-infringement and that the Services are without defects and bugs.
    

14. LIMITATION OF LIABILITY

    14.1 Unless expressly stated in these Terms, All Ears shall only be liable to the Customer for direct damage caused by negligence and All Ears' liability shall be limited to an amount corresponding to the total compensation paid by the Customer for the use of the Services during the three (3) months before the incident that caused the loss occurred.

    14.2 All Ears shall not be liable to the Customer for (i) loss due to reduction or loss of production or sales, (ii) loss of data, (iii) loss due to loss of profit as a result of an agreement with a third party is lost or has not been correctly fulfilled, (iv) loss of use, (v) loss of goodwill, or (vi) the obligation to compensate a third party for similar indirect damages.

    14.3 The above limitations shall not be applied in the event of damage caused by All Ears gross negligence, intent or breach of the confidentiality obligations in these Terms. 
    

15. TERM AND TERMINATION

    15.1 The Agreement shall remain in force from the Start Date until the End Date. Unless nothing else is agreed upon, the Agreement could be terminated in writing by providing ninety (90) days prior notice before the End Date, and the Agreement shall remain in force for (1) year consecutive periods with a ninety (90) day notice period before the end of each then applicable agreement term. In the event of such an extension, All Ears' current price list for the Services shall apply. Termination takes place in writing to support@allears.ai.

    15.2 Each Party may, by written notice to the other Party, terminate the Agreement with immediate effect if (i) the other Party has committed a material breach of the Agreement and the breach has not been remedied within thirty (30) days after the Party has received written notice thereof, or, (ii) the other Party is wound up or declared bankrupt, submits an application for corporate reorganization, enters into liquidation, cancels its payments or may otherwise be presumed to be insolvent.

    15.3 Notwithstanding the above, All Ears shall have the right to terminate the Agreement with immediate effect if the Customer is non-compliant with the Terms.
    

16. MISCELLANEOUS

    16.1 Notices

    16.1.1 All notices necessary under the Agreement must be in writing and may be delivered either by courier or in person, by registered letter or by e-mail to the addresses specified in the Order Form. The notice shall be deemed to have reached the recipient:

    a) if delivered by courier, on the day of delivery to the recipient; or

    b) if delivered by registered letter, five (5) days after the date it was handed over to postal service; or

    c) if sent by e-mail, the day after the e-mail was sent provided that the sending Party did not receive an error message and that the sending e-mail account indicates that the e-mail was sent to the correct address.
    

    16.2 Force majeure

    16.2.1 A Party is exempted from sanction for failure to fulfill a certain obligation under the Agreement, to the extent that the failure is based on circumstances outside the Party's reasonable control, such as lightning, internet interruptions, labor disputes, fire, acts of war, pandemic, epidemic, requisition, seizure, amendments to statutes issued by authorities, interventions by courts or authorities or defects and/or delays in deliveries by the Party's subcontractors as a result of the reasons set forth herein (each referred to as a “Force Majeure Event”). A party who is prevented from fulfilling the Agreement due to a Force Majeure Event shall be excused for its failure as long as the Force Majeure Event exists, this does not include the Party's obligation to make payments under the Agreement.

    16.2.2 A Party wishing to invoke a Force Majeure Event shall immediately notify the other Party thereof. If the Party fails to make such notice, the Party is not exempt from penalties for its failure to fulfil a certain obligation, even if the failure is based on a Force Majeure Event. The failing Party is always obliged to make reasonable efforts to reduce the effects of Force Majeure Events.

    16.2.3 If an obstacle for a Party due to a Force Majeure Event lasts for more than three (3) months, the other Party has the right to terminate the Agreement or part thereof with immediate effect. 
    

    16.3 Assignment

    16.3.1 All Ears may at any time transfer any of the rights and/or obligations under this Agreement to any legal entity who (a) directly or indirectly is owned or controlled by All Ears, (b) directly or indirectly owns or controls All Ears or (c) is part of the same corporate group as All Ears (including subsidiaries).
    

    16.4 Entire agreement and amendments

    16.4.1 The Agreement constitutes the Parties' entire agreement and settlement regarding the subject matter of the Agreement. The Agreement, together with all documents referred to in this Agreement, shall supersede, without exception, any prior discussions, communications, agreements and arrangements of any kind between the Parties relating to the subject matter of the Agreement.

    16.4.2 All Ears reserves the right to make amendments to the Agreement. Amendments to the terms of the Agreement will come into force thirty (30) days after the Customer has been informed of the amendment.
    

    16.5 Validity of the provisions

    16.5.1 All provisions of the Agreement which by their nature are intended to remain in valid after termination of the Agreement will continue to be valid and remain in force without limitation in time.
    

17. APPLICABLE LAW AND DISPUTES

    17.1 Swedish substantive law shall apply to this Agreement and any non-contractual obligations in connection therewith.

    17.2 Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The language to be used in the arbitral proceedings shall be Swedish.

    17.3 The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration clause will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings.

18. OTHER

    18.1 By signing this agreement Customer is also bound with YouTube’s Terms of Service. https://www.youtube.com/t/terms