OKQ Solutions AB Terms of Service

These terms of service (the "Terms") form a binding legal agreement between OKQ Solutions AB ("OKQ Solutions AB," "we," or "us") and any user of the Services ("Subscriber" or "you"), each individually a "Party" and jointly the "Parties", and govern your use of the Services.

Where you accept these Terms on behalf of a company or another legal entity, you represent and warrant that you are authorised to bind that entity to these Terms. Capitalised terms carry the meanings defined below.

"Affiliate" means a Party's ultimate parent company together with any legal entity that, directly or indirectly through one or more intermediaries, is controlled by or sits under common control with that ultimate parent company. For this definition, 'control' means holding, directly or indirectly, the power to direct or steer the management and policies of a legal entity, whether by ownership of voting stock, by contract, or otherwise.

"Input" means the data, software, documents, third-party services, and other content (including prompts) that the Subscriber, or anyone acting on the Subscriber's behalf, uploads, accesses, stores, or otherwise submits for use within the Services.

"Intellectual Property Rights" means every intellectual or industrial property right including patents, trademarks, trade names, service marks, domain names, designs, utility models, copyrights, neighbouring rights, database rights, confidential know-how, trade secrets, and comparable rights enforceable against third parties, whether registered or not and includes any applications and the right to apply for registration of such rights, anywhere in the world where they may be protected.

"Output" means the output that the Services generate based, at least in part, on the Input.

"OKQ Solutions AB" is the trading name of Operation Knowledge Quantum Solutions, organisation number 559600-6881, a company registered in Sweden. References concerning ownership may include its Affiliate OKQ Holding AB.

"Services" means use of OKQ Solutions AB’s Site or platform (a cloud service reachable through a web interface via browsers and/or a desktop app, as applicable), along with any accompanying documentation, modules, or implementation and support services made available by OKQ Solutions AB (including its employees, representatives, and Affiliates).

"Site" means okqsolutions.com.

General

The Services are ordinarily available around the clock, apart from interruptions arising from support and maintenance. OKQ Solutions AB will apply all commercially reasonable efforts to schedule maintenance in a way that minimises disruption to the Services and, where reasonable in the circumstances, to give the Subscriber advance notice of any suspension.

The Subscriber is responsible for procuring and maintaining, at its own cost, the hardware, software, and internet connectivity required to access and use the Services.

Account administration, access credentials, etc.

The Subscriber will nominate specific personnel to hold administrative privileges ("administrators") for managing its account and end users. Administrators may: (i) add, remove, or suspend end users' access to the Services; (ii) access, share, or delete stored Input; and (iii) review logs and information concerning end users' activity within the Services.

When an administrator or end user ceases to be authorised to access the Services, the Subscriber should revoke that access without delay. The Subscriber is accountable for all activities carried out by its administrators and end users within the Services.

The Subscriber is responsible for safeguarding all access credentials for the Services and for any actions taken under its account. If unauthorised access to or use of the Services or the access credentials is suspected or confirmed, the Subscriber must notify OKQ Solutions AB immediately.

The Subscriber will allocate to each of its end users an individual, dedicated licence, which may not be shared, transferred, or otherwise used by anyone else unless the Terms state otherwise.

Usage restrictions

The Subscriber agrees that it will not: (i) use the Services in any way that infringes, misappropriates, or violates the rights of any person; (ii) use the Services excessively (as assessed by OKQ Solutions) or go beyond the maximum number of authorised end users the Subscriber has notified; (iii) sub-licence, rent, sell, lease, distribute, or otherwise transfer its right to access or use the Services, or otherwise use or permit others to use the Services for the benefit of any third party (other than Affiliates); (iv) attempt to reverse engineer, decompile, reverse compile, disassemble, decrypt, translate, or derive the source code or algorithms of the Services, or inspect their data structures, in whole or in part, except where applicable law permits; (v) modify, customise, port, translate, localise, or create derivative works of the Services (including, without limitation, creating new tables or databases or extending existing ones); (vi) other than through any API that OKQ Solutions provides, use any automated or programmatic technique to extract data or Output from the Services, including scraping, web harvesting, or web data extraction; (vii) obtain or attempt to obtain unauthorised access, by any means, to any OKQ Solutions computer system, network, or database; (viii) introduce, or allow the introduction of, any virus or malware into OKQ Solutions AB's networks and information systems; and/or (ix) use the Services in a way that interferes, or attempts to interfere, with their proper functioning.

The Subscriber is responsible for its own use of the Services and for that of its Affiliates and their administrators and end users, including their compliance (or non-compliance) with these usage restrictions.

Should OKQ Solutions learn that the Subscriber (or any individual administrator or end user) has breached this clause, OKQ Solutions AB will email the Subscriber and ask it to take prompt and appropriate action, such as stopping the problematic usage or removing the relevant Input. If the Subscriber does not act on such a notice, OKQ Solutions AB may suspend the access of the Subscriber (or of the individual administrator or end user) to the Services until the requested action is completed.

If the Subscriber still fails to take the required action within ten (10) business days following a suspension, OKQ Solutions AB may without prejudice to its other rights and remedies terminate the Terms immediately for cause as provided in these Terms.

Input and its use

The Subscriber bears sole responsibility for every obligation relating to the accuracy, quality, and legality of the Input, as well as for any third-party licences, legal grounds, consents, and permissions needed to use the Input with the Services. As between the Parties, the Subscriber represents and warrants that it owns, and/or holds the relevant third-party licences, legal grounds, consents, and permissions for, all Input.

Any third-party software, services, or other products (collectively, 'third-party services') that the Subscriber uses in connection with the Services including any that form part of the Input are governed by their own terms and conditions, and the Subscriber alone is responsible for complying with all such terms and conditions.

While OKQ Solutions AB is not responsible for any Input, it may (though it is not obliged to) remove Input where it can demonstrate reasonable grounds to believe that the Input breaches these Terms or any applicable law, or risks triggering an infringement claim by a third party. Before deleting Input under this clause, OKQ Solutions AB will give the Subscriber reasonable prior notice, unless deletion must occur before such notice so that OKQ Solutions can avoid a third-party claim or other material liability or sanction.

Output and its use

Provided the Subscriber complies with these Terms, the Subscriber may use the Output. In other words, as between OKQ Solutions AB and the Subscriber, the Subscriber is free to use the Output for any purpose that does not conflict with these Terms. For the avoidance of doubt, however, the Subscriber alone is responsible for confirming that Output does not infringe the rights of any third party.

Artificial intelligence and machine learning are fast-moving fields. OKQ Solutions works continuously to make the Services more accurate, reliable, safe, and useful. Even so, because machine learning is probabilistic by nature, using the Services may sometimes produce incorrect Output that does not faithfully reflect real places, people, or facts. The Subscriber is responsible for assessing the accuracy of any Output as suits its use case, including through human review.

Output is provided on an “as is” and “as available” basis. Quality-, safety-, or compliance-critical Output must be reviewed and approved by a qualified person before operational use. The Subscriber acknowledges that Output may not be unique across customers or end users, and that the Services may produce identical or similar output for OKQ Solutions or for a third party. Responses requested by and generated for OKQ Solutions AB's other customers do not count as Output under these Terms.

Input and output indemnity

The Subscriber will defend and indemnify OKQ Solutions AB against any and all third-party claims, demands, suits, or proceedings (each a 'claim'), together with all related judgments, liabilities, awards, damages, and costs including reasonable attorneys' fees and expenses that arise out of or relate to the Input and/or the use of Output, provided that OKQ Solutions: (i) promptly notifies the Subscriber of the claim in writing; (ii) grants the Subscriber sole control over the defence and settlement of the claim (except that the Subscriber may not settle any claim unless the settlement unconditionally releases OKQ Solutions AB from all liability, does not affect OKQ Solutions AB's Intellectual Property Rights, and the Subscriber pays any settlement amounts); and (iii) provides the Subscriber, at the Subscriber's expense, with all reasonable assistance in defending or settling the claim. For the avoidance of doubt, a claim against OKQ Solutions AB under this clause is understood to include a claim against OKQ Solutions, its Affiliates, and the officers, directors, and employees of OKQ Solutions or its Affiliates.

Use of Input and Output for AI training

The Subscriber grants OKQ Solutions a non-exclusive, royalty-free, worldwide, and irrevocable licence to use, reproduce, modify, distribute, and otherwise process the Subscriber's Input and any resulting Output in order to develop, train, improve, and operate OKQ Solutions AB's artificial intelligence and machine learning models and related Services.

OKQ Solutions AB will put in place reasonable and appropriate technical and organisational measures consistent with industry standards and as further described in this Agreement to guard against unauthorised disclosure of the Subscriber's Confidential Information.

Where any Input or Output contains personal data, OKQ Solutions AB will process that data in line with all applicable data protection laws and, where applicable, the Data Processing Terms in force between the Parties.

"Trial Period" means a period designated by OKQ Solutions during which the Services are supplied to the Subscriber free of charge. OKQ Solutions AB may make a free Trial Period available to certain Subscribers on the terms set out on the Site.

No fees accrue for Services delivered during the Trial Period. Unless the Subscriber cancels before the relevant Trial Period ends, continued use of the Services will start the paid subscription and the related billing described on the Site. If you wish to keep using the Services after the Trial Period, you must actively select a paid subscription plan and its associated billing as set out on the Site.

During the Trial Period, either Party may end access to the Services at any time without penalty.

If the Subscriber does not move to a paid subscription when the Trial Period ends, access to the Services will cease and the Subscriber's data may be deleted following a defined retention period.

Subscription

You may use the Services under either a free or a paid plan, as described on the Site. Paid plans are billed in advance, monthly or annually, and renew automatically unless you cancel before the Renewal Term through your account settings. Plan limits for example, seats, features, or usage thresholds are set out on the Site and may change from time to time. OKQ Solutions AB reserves the right to revise the fees charged under these Terms, effective from the next Renewal Term, on at least forty-five (45) days' notice.

Terminating the Terms does not release the Subscriber from paying any fees due for the period before the termination's effective date, nor (except where these Terms expressly state otherwise) does it entitle the Subscriber to a refund of fees already paid other than pre-paid fees covering the period after the effective date of termination. If the Subscriber terminates the Terms without cause before the end of the then-current term, the remaining fees for the balance of that term become immediately due.

Payment terms

Invoices fall due net thirty (30) days from the invoice date.

If OKQ Solutions AB does not receive a properly invoiced amount by its due date, OKQ Solutions AB may (at its discretion and without limiting its rights or remedies under these Terms): (i) charge late interest under the Swedish Interest Act (Sw: Räntelagen (1975:635)); and (ii) suspend the Subscriber's access to the Services until the overdue amounts are settled in full, provided that OKQ Solutions AB has given at least five (5) business days' prior notice of the suspension and has still not received payment of the defaulted amount within that period.

Term

The Terms take effect on the date the Subscriber first uses the Services and remain in force for as long as you use the Services. Unless either Party gives written notice of termination no less than thirty (30) days before the Initial Service Term expires, the Terms will automatically extend for a further subscription period (a "Renewal Term") equal in length to the Initial Service Term. Each Renewal Term will likewise renew until either Party gives written notice of termination no less than thirty (30) days before the then-current Renewal Term expires. Any termination of these Terms must be in writing.

Termination for cause

In addition to any termination rights set out elsewhere in the Terms, a Party may terminate the Terms for cause: (i) on thirty (30) days' written notice to the other Party of a material breach, where that breach is still uncured when the notice period ends; (ii) if the other Party becomes subject to proceedings relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, to the extent permitted by applicable laws or governmental regulations; or (iii) if the other Party goes out of business or ceases operations.

Liability and limitations of liability

Under the Terms, neither Party will be liable for any lost profits, lost opportunities, or any indirect damage or loss.

A Party's total aggregate liability under the Terms will not exceed the sum of the fees paid or payable by the Subscriber during the twelve (12) months preceding the event giving rise to the claim.

The limitations described above in this clause do not apply: (i) to the extent they conflict with applicable law; (ii) to the Subscriber's obligation to pay fees under these Terms; (iii) to claims under the "Input and output indemnity" clause; (iv) to claims arising from a Party's breach of the "Confidentiality" clause; or (v) to claims arising from a Party's wilful misconduct, gross negligence, or fraudulent conduct.

The Subscriber must tell OKQ Solutions if its Affiliates will use the Services. The Subscriber is liable for its Affiliates' use of the Services as if it were its own. Moreover, OKQ Solutions AB's liability under the Terms remains unchanged whether or not the Subscriber's Affiliates use the Services, and OKQ Solutions AB has no obligation or liability towards any such Affiliate.

Confidential Information

"Confidential Information" means all information that one Party (the "Disclosing Party") discloses to the other Party (the "Receiving Party"), whether orally or in writing, that: (i) is marked as confidential or, given its nature and the circumstances of disclosure, ought reasonably to be treated as confidential; (ii) consists of Input and Output; (iii) relates to the Services; (iv) comprises the terms and conditions of the Terms, including pricing; and (v) comprises any business and marketing plans, technology and technical information, product plans and designs, and business processes that either Party discloses in connection with the Terms.

Despite the foregoing, Confidential Information does not include information that: (i) is, at the time of disclosure, or later becomes, generally available to the public through no fault of the Receiving Party; (ii) was already known to the Receiving Party, free of any confidentiality obligation, before the Disclosing Party disclosed it, as shown by the Receiving Party's records; (iii) is lawfully disclosed to the Receiving Party by a third party that did not obtain it, directly or indirectly, under any confidentiality obligation; or (iv) is independently developed at any time by the Receiving Party without using the Disclosing Party's Confidential Information, as shown by the Receiving Party's records.

Confidentiality undertaking and permitted disclosure

The Receiving Party will keep the Disclosing Party's Confidential Information confidential throughout the Term and any Renewal Term, and will not use it for any purpose beyond the scope of the Terms.

For the avoidance of doubt, the Receiving Party may disclose Confidential Information to those of its employees, directors, attorneys, agents, subcontractors, and consultants who: (i) need to know it for the purpose, performance, and contract management of the Terms; and (ii) are bound by confidentiality obligations whether by agreement or by law no less stringent than those in the Terms.

The Receiving Party may also disclose Confidential Information where compelled to do so by applicable law or by a binding decision or order of any authority, regulator, governmental body, or court of competent jurisdiction. If the Receiving Party becomes subject to a compelled-disclosure proceeding concerning Confidential Information, it will, so far as the law permits, (i) notify the Disclosing Party of the proceeding and the compelled disclosure.

OKQ Solutions AB and its Affiliates or licensors hold all right, title, and interest in and to the Services, including (without limitation) all Intellectual Property Rights within them, together with any modifications, updates, and upgrades. Nothing in these Terms constitutes a transfer of, or licence to, those rights except as expressly stated here. For the avoidance of doubt, however, the Subscriber, its Affiliates, and/or licensors (as applicable) retain full ownership of their Input (including any Input contained in Output), as well as any modifications or account-settings configurations made by or for the Subscriber for example, user-created workflows, playbooks, or prompt templates.

OKQ Solutions AB reserves the right, at its sole discretion and at any time, to make improvements, additions, and modifications and to correct errors or defects in the Services, even though such measures may temporarily impair the Subscriber's access to or use of the Services.

Provided that the Subscriber and its Affiliates comply with these Terms, OKQ Solutions AB grants the Subscriber a limited, non-exclusive, non-transferable, non-sublicensable (except to Affiliates), and fully revocable licence for the Term in the jurisdictions OKQ Solutions supports and for the number of end users the Subscriber has notified in its account settings to access and use the Services for the Subscriber's and its Affiliates' use and internal business operations.

Provided that the Subscriber and its Affiliates comply with these Terms, OKQ Solutions AB grants the Subscriber a perpetual, non-exclusive, non-transferable, non-sublicensable (except to Affiliates), royalty-free licence, in the jurisdictions OKQ Solutions supports, to use any deliverables that OKQ Solutions develops for and delivers to the Subscriber in connection with the Services and Implementation Work, for the Subscriber's and its Affiliates' internal business operations. Apart from the Subscriber's Intellectual Property Rights contained in the deliverables, OKQ Solutions retains all ownership rights in them.

The Subscriber grants OKQ Solutions a limited, non-exclusive, non-transferable, non-sublicensable (except to Affiliates), fully revocable licence for the Term to use, store, copy, transmit, and display the Input in order to provide the Services under the Terms. Other than this licence, the Subscriber reserves all right, title, and interest in and to the Input.

In delivering the Services to the Subscriber, OKQ Solutions AB will, acting as data processor, process personal data on the Subscriber's behalf in accordance with the Data Processing Terms agreed between the Parties (Appendix 1). OKQ Solutions AB will also process personal data for its own purposes, acting as data controller, as set out in OKQ Solutions AB's Privacy Notice.

No partnership

These Terms do not create any partnership, joint venture, or agency relationship between the Parties or their respective Affiliates. The Parties are independent of one another, and neither may bind the other or incur obligations on the other's behalf without that other Party's prior written consent.

Notices

Unless these Terms specify otherwise, all notices, permissions, and approvals must be in writing and are deemed given upon: (i) personal delivery; (ii) the second business day after posting; or (iii) the day of sending by email. All notices under the Terms must be addressed to support@okqsolutions.com.

Severability

If any provision of these Terms is wholly or partly invalid, the validity of these Terms as a whole is unaffected and the remaining provisions stay in force. Where such invalidity materially affects a Party's benefit from, or performance under, these Terms, the provision will be amended in a reasonable manner.

Marketing

Unless the Subscriber expressly requests otherwise, the Subscriber grants OKQ Solutions the right to use the Subscriber's company logos, company name(s), trademarks, and user quotes as reference material in marketing and public-relations content, thereby identifying the Subscriber as an OKQ Solutions customer. On the Subscriber's written request, OKQ Solutions AB will promptly stop any such use as instructed.

Force majeure

Except for payment obligations under the Terms, neither Party will be liable for failing to perform, or for inadequate performance, under the Terms to the extent caused by a condition beyond that Party's reasonable control that substantially affects the performance of the Party or its sub-contractors for example, a natural disaster, epidemic or pandemic, act of war or terrorism, riot or civil unrest, labour conditions such as a boycott, strike, or lock-out, governmental action, disruption of telecommunications, failure or delay of internet service providers or widespread internet disturbance, or disruption of power or other essential services.

A Party invoking such circumstances as preventing its performance under the Terms will use commercially reasonable efforts to overcome and mitigate their effects. If performance of the Services is substantially prevented for more than one (1) month because of a circumstance described in this clause, either Party may terminate the Terms in writing without incurring any liability to compensate the other.

Entire agreement

The Terms set out and constitute the entire agreement and understanding between the Parties concerning their subject matter, and supersede all prior agreements, understandings, promises, and representations on that subject, whether written or oral.

Changes to these general terms and conditions

OKQ Solutions AB may update or amend these Terms from time to time at its sole discretion. OKQ Solutions AB will give the Customer notice of any material update or amendment at least thirty (30) days before it takes effect, and may provide that notice by email or other electronic means. If an amendment materially and adversely affects the Subscriber's rights or obligations, the Subscriber may terminate the Terms without penalty by notifying OKQ Solutions no later than five (5) days before the revised terms take effect. The Subscriber will be deemed to have accepted and agreed to be bound by any amendment if it uses the Service after that amendment's effective date.

The Terms are governed by the substantive law of Sweden. Any dispute, controversy, or claim arising out of or in connection with the Terms or their breach, termination, or invalidity will be finally resolved by arbitration administered by the SCC Arbitration Institute. The Rules for Expedited Arbitrations will apply. The seat of arbitration will be Stockholm, and the language of the arbitral proceedings will be English.