FLARIE GENERAL TERMS OF SERVICE FOR BUSINESSES
1.1 Unless otherwise agreed, these General Terms of Service For Businesses (the “Terms”) will apply to all services and campaigns (the ”Service” and “Campaigns” respectively) provided and executed by Flarie AB, reg. no 556856-2747 (“Flarie”, “we”, “us” or “our”) or entities directly or indirectly owned by Flarie, to you as an entity (“Customer” or “you”) seeking to advertise and promote your products and/or services by using our scalable platform for advergaming pursuant to these Terms (the “Platform”). Flarie and Customer are collectively herein referred to as the “Parties”.
1.2 In these Terms, any reference to “Customer” or “you” shall include any physical persons who are employed and/or in any other way working for the Customer and have access to the Service and User Account (as defined herein) in his/her capacity as a representative of the Customer (the “Representatives”). Customer is responsible for informing and, when applicable and necessary, collecting consent from the Representatives under these Terms.
1.3 In these Terms, any reference to the “Platform” refers to our mobile software application “Flarie” (the “App”), our game manager tool (“Flarie Studio”) and our webpage www.flarie.com.
1.5 You accept these Terms in connection with the registration of your User Account to Flarie Studio or by the acceptance of a Confirmed Order for either a Campaign or a subscription to Flarie Studio. By accepting these Terms, you agree to adhere to these Terms and confirm that you fully understand the meaning of the rights and obligations in these Terms and that you will only use the Service for its intended purpose.
1.6 Campaigns are performed, and Flarie Studio provided in accordance with what is set out in each Quote, and subsequent Confirmed Order, executed between the Customer and Flarie, to which these Terms are considered an integral part. The Confirmed Order may include additional terms relating to the provision and use of the Service (“Additional Terms”). In the event of any conflict between the terms of a Confirmed Order and these Terms, the terms of the Confirmed Order shall prevail.
1.7 These Terms constitutes the entire agreement between you and Flarie. Flarie reserves the right, in accordance with Section 18 below, to update and amend these Terms from time to time.
2.1 By accepting these Terms, Customer hereby appoints Flarie to perform the Service in terms of executing Campaigns on the Platform upon orders from the Customer subject to these Terms. The Service is offered on a non-exclusive basis, and the Parties have the right to enter into similar agreements and arrangements with other business partners.
2.2 In this context, the Service consist of Flarie creating and developing customized and branded content including, but not limited to, free-to-play games (“Games”), quizzes, videos, links and offers (together “Content”) to be used for Campaigns ordered by the Customer.
2.3 Upon creation and delivery of Content by Flarie pursuant to these Terms, the Customer shall within ten (10) days of delivery, provide Flarie with a written notice as to whether the Content is approved or disapproved by the Customer. In the event that no notice is given by the Customer within the above timeframe, the Content shall be deemed approved by the Customer. In case the Customer disapproves the Content, the Customer shall, within forty-eight (48) hours of such disapproval, state specific details of reasonable alterations and/or amendments to the Content.
2.4 Unless otherwise stated in each Confirmed Order, the Service shall be provided to the Customer by Flarie in the countries and markets in which Flarie operates from time to time.
2.5 For any Content created by Flarie and included in the applicable Campaign ordered by the Customer, the Customer shall be specified as the consignor of such any Content.
3. FLARIE STUDIO
3.1.1 Flarie owns and has developed the platform software associated with the Platform (“Platform Software”). Subject to these Terms, usage of Flarie Studio allows the Customer to create its own branded Content (“Customer Content”) and, at the Customer’s own risk, distribute such Customer Content both on the Platform as well as on other platforms or similar that do not belong to Flarie (as applicable) to any end users (“End Users”).
3.1.2 The Service in this regard is a subscription-based service that the Customer needs to order from Flarie in accordance with Section 4.1.
3.2.1 In order to start your Flarie Studio subscription and gain access to the features available therein from time to time, Customer must register for a personal user account to Flarie Studio (“User Account”).
3.2.2 Customer represents and warrants that the information provided to Flarie upon use of the Service and/or registration of the User Account is accurate and truthful.
3.2.3 Customer undertakes not to disclose its username and password to its User Account to any unauthorized person and to ensure that any documents containing username or password information to the User Account are stored in such a way that unauthorized persons cannot access them. Customer shall promptly notify Flarie if it suspects that unauthorized persons have accessed its User Account or if such persons know the Customer’s username and/or password.
3.2.4 Flarie will not be liable for any loss that you may incur as a result of any unauthorized persons using your User Account, either with or without Customer’s knowledge. However, Customer could be held liable for losses incurred by us or another party due to someone else using your account or password as a result of your negligence or breach of these Terms.
3.2.5 Flarie may, at any time, without prior notice and at its sole discretion, cancel the User Account or limit the Customer’s access to the User Account without having to provide Customer with any reason for such action.
3.3 Use of the Service
3.3.1 You are solely responsible to ensure that the use of the Service is in accordance with (i) its intended use, (ii) these Terms and (iii) Flarie’s instructions and guidelines as provided from time to time. Customer may only use Flarie Studio at its own risk. Flarie reserves the right to suspend the Customer’s access to Flarie Studio and the Service in the event Flarie, acting reasonably, deems the Customer to be in breach of these Terms. Customer is solely responsible for any Representatives’ use of Flarie Studio.
3.3.2 Flarie reserves the right to at any time, without prior notice, to modify and/or release subsequent versions of the Platform Software. In order to ensure certain functionality, you may be required to use the most recent version of the Platform Software. Updated versions of the Platform Software will be made available in Flarie Studio. Customer is responsible for using the current version of the Platform Software as soon as such version is released by Flarie.
3.3.3 For Customer Content created and distributed via Flarie Studio, Flarie’s general terms and conditions for end users shall apply which can be found here (“User Terms”). Customer may, however, in addition to the User Terms, apply specific terms and conditions for certain Customer Content made available on the Platform as well as on another platform or similar that do not belong to Flarie. If such specific terms and conditions are provided by the Customer, and should such terms be inconsistent with the User Terms, the User Terms will control.
3.4.1 When accepting these Terms, and subject to the Customer’s compliance with these Terms,
(i) Flarie hereby grants the Customer a limited, non-exclusive, revocable, non-transferrable license to access and use Flarie Studio and the Platform Software solely as necessary in order for Customer to (i) upload, test, display and execute Customer Content and (ii) distribute Customer Content on or through the Platform as well as on other platforms or similar that do not belong to Flarie (as applicable) to End Users;
(ii) Customer hereby grant End Users a limited, non-exclusive, worldwide, non-transferrable license to access and use your Customer Content made available on the Platform as well as on another platform or similar that do not belong to Flarie (if applicable).
3.4.2 Customer’s right to use Flarie Studio hereunder only permits the Customer to use it in a way that do not conflict with these Terms. If Flarie suspects that Customer is using Flarie Studio in a way that conflicts with these Terms or in a way that Flarie considers as a non-normal use, Flarie may at its sole discretion limit the Customer’s access to Flarie Studio or terminate the Customer’s User Account with immediate effect in accordance with Section 17 below. In case of a breach by this Section 3, Customer shall, in accordance with Section 14 below, be obliged to pay Flarie compensation for all direct and indirect losses caused by the Customer.
3.4.3 Except as expressly granted in these Terms or any Additional Terms, you shall have no other rights to the Service, the Platform, the Platform Software, any Content or Customer Content. All right, title and interest in and to the Service and the software used for providing the Service, the Platform, the Platform Software, Content and Customer Content (however, excluding your submitted/uploaded content pursuant to Section 8.5 below, if any), not expressly granted, are reserved and retained by us or our other licensors and will remain the exclusive property of Flarie and our licensors (as applicable).
3.5 Customer Content and distribution
3.5.1 By using Flarie Studio in accordance with these Terms and any instructions provided by Flarie from time to time, the Customer may create and distribute Customer Content in accordance with the options available in Flarie Studio from time to time. Customer is aware that the Customer may only use Flarie Studio at its own risk and Flarie is not required to provide any support to the Customer in relation to its use of Flarie Studio.
3.5.2 Customer is solely responsible for Customer Content submitted on the Platform as well as on another platform or similar that do not belong to Flarie and the consequences of posting or publishing such Customer Content. Customer shall have the sole responsibility towards End Users and indemnify and hold Flarie and our licensors harmless in the event of any claim between the Customer and End Users or any other third parties in relation to Customer Content submitted by the Customer subject to these Terms. For the avoidance of doubt, Customer hereby undertakes to clarify that the Customer is the creator of its Customer Content.
3.5.3 Should Customer distribute Customer Content on any other platform or similar (if applicable), the Customer undertakes at all times to abide by the rules of the relevant platform.
3.5.4 By creating and distributing Customer Content pursuant to this Section 3.5, and solely for the purpose of providing our Service, you hereby grant us and our subcontractors (as applicable) a worldwide, perpetual, non-exclusive, royalty-free license to use, reproduce, modify, transfer, make available, copy, monitor, remove, delete, publish, create derivative works from, publicly display and/or edit the submitted materials, or parts of it. For the avoidance of doubt, Flarie hereby reserves the right to, at our sole discretion, and without having to obtain any form of consent from you, make any reasonable changes or modifications to the Customer Content that Flarie deems necessary, however, always subject to the principle that the license granted hereunder is used in good faith with respect and the Customer’s best interests in mind at all times.
3.5.5 Our Service may allow communication features, which will allow you to communicate with End Users. Such features may include a possibility to submit, upload, post, publish display or otherwise handle materials such as, but not limited to, text, message, comments, links and other information. Customer’s use of such features must comply with any guidelines specified in these Terms or otherwise issued by Flarie from time to time.
3.6 Specific representations and warranties
3.6.1 By submitting, creating and distributing any Customer Content using Flarie Studio, you hereby warrant that the Customer has the right and all necessary approvals to use Customer Content shown, displayed or otherwise made available in the Customer Content and that Flarie can publish Customer Content created by Customer, without any payment or obligation to Customer or any third party. Further, Customer warrants that the publishing of Customer Content through Flarie Studio as described in this Section 3, will not cause Flarie to infringe the rights of any third party or to be in breach of any applicable laws or regulations. Customer hereby acknowledges and agrees to compensate Flarie, in accordance with Section 14 below, for any losses Flarie suffer as a direct result of any breach by Customer of any of the warranties set forth in this Section 3.6.
3.6.2 Customer is responsible for ensuring and acknowledges that Customer Content, for example (but not restricted to):
(i) is accurate, valid, complete and do not violate any applicable laws or regulations;
(ii) do not contain confidential or proprietary information, intellectual property, personal data relating to third parties (including an individual’s name or other information which identifies a living individual), unless such third party has given its express consent thereto, or trade secrets;
(iii) do not contain malicious code, such as viruses, time-bombs, cancel-bots, worms, trojan horses, spyware, or other potentially harmful programs or other material or information, or link to any website or app which promotes or teaches these actions;
(iv) must be ethically correct. It is therefore not permitted to create Customer Content that may be offensive or defamatory against ethnic groups and/or individuals including, but not limited to, pornographic messages, prostitution, drugs, etc.
3.6.3 Flarie reserves the right to, in its sole discretion, remove all or segments of your submitted Customer Content and any other related material (as applicable) that Flarie deems violates these Terms, applicable laws or regulations. Flarie shall inform the Customer in writing in the event Flarie exercises its rights under this Section 3.6.3. Removing of Customer Content on the Platform does not entail the Customer of a refund of paid fees, if any.
3.6.4 Customer is solely responsible for ensuring that the terms in this Section 3.6 are not violated. Flarie has no obligation to take any action against the Customer in relation to any Customer Content created in Flarie Studio that violates these Terms.
4. ORDERS; FEES AND PAYMENT ETC.
4.1.1 Unless otherwise agreed between the Parties, all orders made under these Terms for Campaigns and/or subscriptions to Flarie Studio are placed by the Customer accepting quotes prepared by Flarie (“Quotes”). Subject to the Customer’s acceptance of a Quote, such acceptance to be communicated by e-mail or by other relevant form of communication, Flarie shall send an order confirmation by e-mail to the Customer, which then constitutes a “Confirmed Order”.
4.1.2 Customer acknowledges that a Confirmed Order may contain Additional Terms that shall apply to the Campaign or the subscription to Flarie Studio ordered by the Customer, and that such Additional Terms will be incorporated into and form part of these Terms (as previously stipulated in Section 1.4). If the Customer has not objected to such Addition Terms in writing to Flarie before the launch of the Campaign or the start of the subscription to Flarie Studio, the Customer shall be deemed to have accepted and be bound by such Additional Terms.
4.1.3 Notices for Quotes shall be exchanged and accepted via e-mails or by other relevant form of communication between the Parties. Customer undertakes to confirm or decline Quotes within the time allowed for acceptance specified in each respective Quote.
4.1.4 Unless otherwise agreed between the Parties, Customer is under no obligation under these Terms to place any orders of Campaigns to Flarie.
4.2 Fees and payment
4.2.1 Fees attributable to Campaigns and subscriptions to Flarie Studio shall be according to each individual Confirmed Order, which will also include, among other things, any specific payment terms for such Confirmed Order.
4.2.2 Subject to thirty (30) days’ prior written notice to the Customer and by stating the reason thereto, Flarie may change the agreed fee for the subscription to Flarie Studio at any time and at Flarie’s sole discretion.
4.2.3 If payment has not been made when due, Flarie has the right to interest from the date on which the payment was due with the interest rate at each time prevailing according to the Swedish Interest Act (Sw. Räntelagen) as well as debt recovery fees in accordance with the Swedish Debt Recovery Act (Sw. Inkassolagen).
Each Party shall be responsible for payment of all taxes (including advertising tax), fees and other charges in connection with the Service, any Campaigns or otherwise pursuant to these Terms.
4.4 Cancellation of orders
4.4.1 The Customer may cancel a Campaign by submitting a written notice to Flarie at any time before scheduled launch date of the Campaign. Cancellation does not entitle the Customer to any refund of any fees paid for a Campaign, unless otherwise stated in any Additional Terms to each Confirmed Order.
4.4.2 Flarie may cancel a Campaign by submitting a written notice to the Customer at any time before scheduled launch date of the Campaign and refund any fees paid for the Campaign in full to the Customer, however, subject to deductions with an amount corresponding to actual costs incurred by Flarie up until the time of cancellation.
4.4.3 For termination and/or cancellation of subscriptions to Flarie Studio, what is stipulated in Section 17 shall apply.
5. OBLIGATIONS OF THE PARTIES
5.1.1 The Parties agree to share non-personal activity data with each other, i.e. data such as general conversion/redemption statistics of coupons, number of participants, game rounds, exposure time, etc., in order to be able to evaluate executed Campaigns from both sides and develop the structure for future Campaigns.
5.2 Customer’s obligations
5.2.1 For Games or other relevant Content produced by Flarie on behalf of the Customer or Customer Content to which a prize or similar is linked, the Customer is solely responsible for the provision of such prize as well as delivery (as applicable) of such prize to the End User.
5.2.2 Any other obligations of the Customer in addition to what is stated in these Terms (as applicable) will be set out in each Confirmed Order.
5.3 Flarie’s obligations
5.3.1 Any other obligations of Flarie in addition to what is stated in these Terms (as applicable) will be set out in each Confirmed Order.
6.1 The Customer can choose to offer prizes to its Customer Content that is distributed in accordance with these Terms by creating challenges or similar (“Challenges”) through which End Users may compete for these prizes.
6.2 Customer is solely responsible for providing and delivering prizes for Challenges of which Customer is the stated sponsor, meaning that Flarie has no obligation or responsibility whatsoever to ensure that prizes that are sponsored and provided by the Customer are distributed to any End User.
6.3 The Customer undertakes not to offer prizes of any kind that may be perceived by the general public as offensive, invidious, inappropriate, etc. and may under no circumstances be of an illegal nature.
7. RESTRICTIONS ON YOUR USE OF THE SERVICE
7.1 Customer hereby agrees not to, for example, but not limited to:
(i) copy the Service (or any part of them);
(ii) use the Service in any way that directly or indirectly competes with Flarie;
(iii) do anything which may disrupt, damage, or impair the Service (or any part thereof), or prevent others from using any part of the Service;
(iv) remove any copyright, trademark or other proprietary notices from any portion of the Service;
(v) decompile, reverse engineer or disassemble the Service;
(vi) link to, mirror or frame any portion of the Service;
(vii) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Service or unduly burdening or hindering the operation and/or functionality of any aspect of the Service;
(viii) attempt to gain unauthorized access to or impair any aspect of the Service or its related systems or networks; or
(ix) use the Service in conflict with these Terms, any applicable law and/or legislation.
7.2 The Customer’s right to use the Service only permits the Customer to use it in a way that do not conflict with these Terms. If Flarie suspects that the Customer is using the Service or Customer Content in a way that conflicts with these Terms, or in a way that Flarie considers as a non-normal use, Flarie may limit or terminate the Customer’s access to the Service with immediate effect in accordance with Section 17 below.
7.3 In case of breach of this Section 7, Customer shall, in accordance with Section 14 below, be obliged to pay Flarie compensation for all direct and indirect losses caused by the Customer.
8. INTELLECTUAL PROPERTY; RIGHTS OWNERSHIP
8.1 Neither Party is entitled to use the other Party’s trademarks, trade names or similar without the written consent of the other Party unless otherwise expressly stated in these Terms.
8.2 The Parties agree that neither of them shall, upon the Customer’s acceptance of these Terms, gain any rights of ownership or any other interest, right and/or title to any copyright, patents, trade secrets, trademarks, or any other intellectual property rights owned by the other Party.
8.3 Flarie owns any and all rights, including intellectual property rights whether registered or not, to the Service and the software used for providing the Service, the Platform, the Platform Software, any Content (as applicable) and Customer Content (as applicable and as such content originates from the Platform, containing, among other things, code linked to the Platform Software etc.), and nothing in these Terms shall be interpreted as a transfer of such rights (or part of such rights) to the Customer or any third party (as applicable). The Customer shall not during or any time after the expiry of these Terms (whether in whole or in respect to support only) in any way question or dispute such ownership by Flarie.
8.4 In the event any pre-existing intellectual property rights (“Pre-Existing IP”), whether registered or not, owned by Customer or any third party referred to by Customer is used and incorporated in Content or otherwise in the results of the Service pursuant to these Terms, Flarie acknowledges, and undertakes to inform its subcontractors, that such Pre-Existing IP shall be and remain the sole property of the Customer or such other party as the case may be and shall, for the sake of clarity, in no event vest in Flarie or any of its subcontractors.
8.5 Furthermore, Flarie claims no ownership or control over such content submitted and uploaded by the Customer through the upload features available in Flarie Studio, which is used in order to incorporate such uploaded content into and form Customer Content, regardless of whether such content has been changed or modified by Flarie subject to these Terms.
8.6 By submitting content to Flarie containing Pre-Existing IP to be used in order to create Content for Campaigns and otherwise in order for Flarie to perform the Service hereunder, Customer hereby grants to Flarie and Flarie’s subcontractors a worldwide, unrestricted, irrevocable, non-exclusive, sub-licensable and royalty-free license to use, copy, modify, process, make available, distribute, publish, monitor, perform, create derivative works from, publicly display, delete, edit and otherwise exploit such content or similar containing Pre-Existing IP, or parts of it during the creation of such Content and for the remainder of such Campaigns.
8.7 The Customer is responsible for and hereby confirms that such Pre-Existing IP belonging to a third party that the Customer provides to Flarie in accordance with these Terms has been approved by such third party to be shared with and used Flarie subject to these Terms.
9. OWNERSHIP OF DATA
9.1 All data (excluding personal data) generated in connection with these Terms, through the Platform, or otherwise under these Terms (“Data”) shall be the sole and exclusive property of Flarie or of its subcontractors (as applicable). Should the Customer be in possession of such Data, Flarie may at any time request that the Customer transfers and delivers any such Data to Flarie, together with information necessary to reasonably process such Data, in which case the Customer irrevocably assigns all right, title, and interest in and to such Data without further consideration.
9.2 Flarie may share Data with the Customer and the Customer may use and process such Data pursuant to these Terms and in accordance with applicable laws and regulations. However, the Customer shall treat such Data as confidential information and shall not commercially exploit such Data. Furthermore, sharing of Data by Flarie to the Customer shall not in any way be considered as a transfer of ownership to such Data.
10. PERSONAL DATA; INFORMATION SECURITY ETC.
10.1 When providing the Services to Customer and making the Games and other relevant Content (including Customer Content) available to End Users on the Platform and other external platforms, Flarie will in connection thereto, as a controller, collect and process certain personal data of End Users which for example, but not limited to, occur for the purpose of fulfilling Flarie’s obligations towards End Users in accordance with the User Terms. Furthermore, the Customer will also, as a controller, collect and process personal data of said End Users but for its own purposes and responsibilities towards such End Users. Flarie is not liable for Customer’s subsequent processing of such personal data and the Customer shall be solely responsible as a controller towards End Users regarding the Customer’s processing thereof. Therefore, as each Party for individual purposes and legal basis process the personal data of End Users, the Parties shall be individually liable for its processing of personal data of End Users in connection with these Terms as an independent data controller.
10.2 Each Party separately undertakes, as applicable, to process, collect and process any personal data in accordance with applicable laws and regulations (including without limitation the General Data Protection Regulation 2016/679 "GDPR”), including but not limited to by ensuring the lawfulness of the processing, providing legally required information to data subjects, and granting data subjects such rights as follows from applicable laws and regulations. Furthermore, the Parties undertakes to take the appropriate technical, administrative and organizational security measures needed to protect personal data from accidental, unlawful or unauthorized loss, alteration, disclosure, access, use, destruction or distortion. For the avoidance of doubt, the internally established, and from time to time updated, guidelines and routines of Flarie regarding technical, administrative, and organizational security measures for the processing of personal data, shall in any event apply to Flarie’s processing, as a controller, of End Users’ personal data.
10.3 In the event that a Party, as processor, shall processes personal data about End Users on behalf of the other Party, for which personal data a Party is the controller for, the Parties undertakes to prior such processing enter into a personal data processing agreement in accordance with the GDPR.
Unless otherwise agreed or as expressly set out in these Terms, the Customer agrees that during the validity of these Terms and for a period of two (2) years after the expiry of the Terms, not directly or indirectly, alone or jointly with others, whether as principal, agent, manager, partner, director, officer, employee, advisor, independent contractor or in any other capacity actively recruit or contract, or try to recruit or contract, personnel from Flarie.
12. CONFIDENTIALITY AND PUBLICITY
12.1 Each Party agrees, without limitation in time, not to reveal to third parties any confidential information, which a Party (”Receiving Party”) obtains from the other Party (”Disclosing Party”), or which arises during the performance under these Terms, unless required by law or other constitution or decision or judgment of a court, authority, regulatory authority, stock exchange or similar entity. Confidential information shall mean any item of information – technical, commercial or of any other nature – regardless of whether or not such information has been documented, with the exception of information, which is generally known, or which becomes a matter of general knowledge in a manner other than through the Receiving Party’s breach of the Terms.
12.2 Notwithstanding what is stipulated in this Section 12, Flarie shall solely for commercial purposes, be entitled to showcase the existence of a Campaign, including, but not limited to, any activity data, design data and images/videos attributable to such Campaign, as a reference case on Flarie’s websites, social media channels, in presentations, e-mails and meetings and Flarie is hereby granted permission to use the name and logo of the Customer for such commercial purposes.
12.3 Customer has the right to promote the Platform, however, only to the extent that there is no ambiguity among the public that Flarie is the owner of the Platform.
13. REPRESENTATIONS AND WARRANTIES
13.1 Each Party represents and warrants to the other Party that:
(i) it is duly organized, validly existing and in good standing as a corporation or other entity under the laws and regulations of its jurisdiction of incorporation; and
(ii) it has the full right, power and authority to enter into these Terms, to grant any rights and licenses granted hereunder and to perform its obligations hereunder.
13.2 The Customer represents and warrants to Flarie that:
(i) Customer Content is in compliance with the Terms, as well as applicable laws and regulations;
(ii) Customer Content will not infringe any intellectual property rights or any other rights of any third party; and
(iii) Customer Content is not defamatory, libellous, slanderous, obscene or likely to cause offence.
14. INDEMNITY; DISCLAIMER
14.1 As a user of the Service, you are solely responsible to ensure that your use of the Service is in accordance with (i) its intended use, (ii) these Terms as well as any Additional Terms stipulated by Flarie and (iii) our instructions and guidelines, as provided to you from time to time. You may only use the Service at your own risk. Flarie reserves the right to suspend the Customer’s access to Flarie Studio in the event Flarie, acting reasonably, deems the Customer to be in breach of these Terms.
14.2 Customer agrees to indemnify, defend, hold Flarie, our directors, officers, employees, affiliates, agents, contractors, and our other licensors (if applicable), harmless from and against all claims, losses, or demands of liability, including but not limited to reasonable attorney’s fees and costs in connection with any claim arising out of (i) the Customer’s or its officers, agents, employees or other representatives breach of these Terms and (ii) any proven or alleged infringement of third party intellectual property rights by Content created by Flarie and/or a third party hired by Flarie upon order by the Customer pursuant to these Terms.
14.3 In addition hereto and for the sake of clarity, the Customer agrees to take full and sole responsibility for any and all Customer Content that the Customer distributes, according to the laws in the countries in which the Customer has chosen to distribute the Customer Content (whereas information about such countries, jurisdictions, etc. shall be provided to Flarie in writing), and Customer will bear all costs connected to any proven or alleged infringement of third party intellectual property rights caused by such Customer Content.
14.4 Our intention is that the Service shall be available at all times, and we strive to correct any errors and deficiencies without undue delay. By accepting these Terms, you confirm that Flarie does not guarantee that the Service (or parts of the Service) or access to the Platform will be provided without interruptions, disturbances, delays or other errors.
15. LIMITATION OF LIABILITY
15.1 The Service is provided “as is” without any warranties of any kind from Flarie, whether expressed or implied, as to the accessibility, quality, suitability, accuracy, etc. of the Service. Notwithstanding the aforesaid, Flarie will use best efforts to ensure the accessibility, quality, suitability, accuracy, etc. of the Service.
15.2 Flarie hereby disclaims, to the extent permitted by law, from liability for any direct and indirect damages suffered by the Customer or any third-party in connection with the use of or obstruction in the use of the Service, regardless of how the damage occurs and whether the damage is caused by negligence or breach of contract on our part.
15.3 Under no circumstances shall Flarie be held responsible for or be obligated to take any action in the event End Users use cheats, mods and/or hacks, or any other third-party software products that may change the result of a Game or any Content as well as Customer Content containing any type of Challenge or similar through which End Users can win a prize. Notwithstanding the aforesaid, Flarie will use best efforts to prevent any of the above from happening.
16. FORCE MAJEURE
Neither Party shall be liable for any loss, delay or failure in performance of any part of these Terms to the extent that such loss, delay or failure is caused by fire, flood, explosion, accident, war, strike, embargo, governmental requirements, civil and military authority, civil unrest, data trespass, inability to secure materials or labour, epidemics or pandemics, or any other event or circumstance that is beyond such Party’s reasonable control (a “Force Majeure Event”).
17. TERM AND TERMINATION
17.1 These Terms shall enter into force when accepted by the Customer in accordance with Section 1.4 above and shall remain in force until further notice unless otherwise stated in a Confirmed Order.
17.2 Flarie is entitled, at its sole discretion and without prior warning, to limit Customer’s access to Flarie Studio in the event that:
(i) there is a regulatory change that limits Flarie’s ability to offer the Service in general and/or in a specific market;
(ii) any event beyond Flarie’s control prevents Flarie from providing access to the Service including, but not limited to, technical problems, capacity problems and communication problems; or
(iii) Flarie believes that the Customer abuses the Service or otherwise acts in violation of these Terms and/or applicable laws and regulations.
17.3 Furthermore, Flarie reserves the right, at its sole discretion and without prior warning, to terminate your User Account, terminate and/or limit your right to access and use the Service (mainly Flarie Studio) without liability for any damages in relation to you by giving you a thirty (30) days’ prior written notice.
17.4 Separate terms regarding term and termination/cancellation regarding subscriptions to Flarie Studio are set out in the applicable Confirmed Order as Additional Terms.
17.5 In the event of termination of these Terms, Sections 8 (Intellectual Property; Rights Ownership) 9 (Ownership of Data), 10 (Personal Data; Information Security Etc.), 11 (Non-solicitation), 12 (Confidentiality and Publicity), 14 (Indemnity; Disclaimer), 15 (Limitation of Liability) and 21 (Governing Law and Dispute Resolution) shall continue to be valid in accordance with what is stated therein after termination of these Terms.
18. AMENDMENTS; CHANGES TO THE SERVICE
18.2 Changes to the Terms will become effective immediately when they are uploaded on the Platform. However, we will notify you by message to your User Account or by e-mail to the address provided upon registration of your User Account thirty (30) days in advance prior to any material changes come into force. Your continued use of the Service after an amendment of these Terms shall constitute an agreement by you to be bound by such amendment(s).
18.3 Flarie may, at our sole discretion and at any time, alter, modify, correct, amend, and make all other changes to the Service, as well as to remove access to or terminate the Service, without prior notice or any liability to you.
We communicate with you and other parties involved in our Service in various ways (both online and offline). Our communication methods include, but are not limited to, phone, communication via the internet, by e-mail, via our Platform and other digital tools as available from time to time. While these are effective means of communication, they contain security and confidentiality risks and we do not accept any responsibility or liability for any loss or damage suffered as a result thereof.
20. GENERAL PROVISIONS
20.1.1 Neither the Terms nor any of the rights or obligations hereunder may be assigned or transferred by the Customer without the prior written consent of Flarie.
20.1.2 Flarie shall be entitled to assign the Terms or any of the rights or obligations hereunder to a legal entity controlled by, or common control with Flarie without the Customer’s prior written consent.
A determination that any provision of these Terms is invalid or unenforceable shall not affect the validity or enforceability of any other provision hereof.
Flarie may use subcontractors for the performance of the Service and its obligations under these Terms, and the Customer hereby accepts such use of subcontractors. Flarie shall however remain responsible for the performance of such subcontractors as for its own.
20.4 Legal relationship between the Parties
Flarie will act as an independent contractor under these Terms, and nothing herein shall be construed as creating a joint venture or partnership as set out in the Swedish Partnership Act (Sw: lagen om handelsbolag och enkla bolag) between the Parties.
21 GOVERNING LAW AND DISPUTE RESOLUTION
21.1 These Terms and all issues in connection herewith or the use of our Service shall be governed by and construed in accordance with the substantive laws of Sweden, without respect to conflict of law principles.
21.2 Any dispute, controversy or claim arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, or regarding our Service, shall be finally settled by the Swedish courts, with the Stockholm district court (Sw. Stockholms tingsrätt) as the court of first instance.