Last updated: 11th April 2022

Update Log:

22nd of April 2022 by SA – Not applicable
12th of July by JE – Updating to deBroome Portal AB

1. Services

1.1. These General Terms of Service apply to the services, functions and features provided by deBroome Portal AB and via its Software-As-A-Service offerings.

1.2. If you are using deBroome´s services or accessing services in your capacity as either an employee, consultant or agent of a company or other entity, you have the authority to bind that company to these terms. For the purpose of these terms, you will be referred to as “Customer”. In this agreement, the term Customer also includes Partners which means a company that works as a proxy to deBroome to resell or promote deBroome´s services.

1.3. deBroome Portal AB reserves the right to change or modify these terms, or any of our other policies or guidelines, at any point upon notice to you. Notices will be posted on debroome.com and/or emailed to the Customer 15 days prior when it enters into force.

1.4. deBroome Portal AB reserves the right to modify its services, features and functionality at any time, temporarily or permanently.

2. Privacy

2.1. See deBroome Portal AB’s privacy policy at https://debroome.com/privacy-policy and https://debroome.com/product-privacy-policy. See deBroome AB’s Data Processing Agreement at https://debroome.com/documents/data-processing-agreement.

2.2. By using our services, functions and features, the Customer agrees to § 2.1 policies and agreements.

3. License

3.1. deBroome Portal AB and the customer need to enter into an agreement via a quote.  With “the quote” means an agreement on services and price. As soon as the customer accepts the quote provided by deBroome, the quote is legally binding between the parties. Once the quote is signed by both parties, deBroome Portal AB grants the Customer a limited, non-exclusive license according to the terms of these conditions as well as the terms and conditions set out in the quote.

3.2. If the quote and terms of conditions are in conflict with each other, the quote shall prevail.

3.3. The Customer agrees to not copy, resell, adapt, alter, modify, reverse engineer, de-compile, or otherwise interfere with the services provided by deBroome Portal AB if the Customer does not have an on beforehand given approval in writing to do so by deBroome.

3.4. The customer agrees to not grant access to the services to any party that are not authorized by deBroome Portal AB or within the scope of these terms and conditions and/or the terms and conditions set out in § 3.1.

3.5. The customer may not use the services for or in connection with illegal, unlawful, fraudulent or harmful purposes.

3.6. The customer may not upload or add content to the services that are unlawful, illegal, fraudulent or harmful. The same applies for content that the customer does not have the required intellectual property rights to.

4. Scope of Supply

4.1. deBroome Portal AB will supply its services according to these terms and conditions as well as the quote is signed by the customer and deBroome Portal AB.

4.2. The amount of included data transfer per month is regulated in the quote. If the amount of data transfer has been exceeded by the customer, deBroome Portal AB has the right to bill the customer for this extra transfer amount.

The customer may only use data transfer amount that is either in the quote or reasonable and according to “normal usage”.

Normal usage is defined as: a website with a normal amount of traffic (up to 100 visits per day), with light to moderate use of videos, moderate use of images. Abuse of normal usage could be, but not limited to, lots of streamed content that is looping, users keep consuming content over and over again when not necessary, self-inflicting or non self-inflicting DDOS or DOS attacks, or bot usage.

4.3. Number of users (and different types of users), and storage in Gigabytes are regulated in the quote. If these numbers or Gigabytes are exceeded, deBroome Portal AB has the right to adjust the license fee accordingly without further notice. The fees for such additional usage will be prorated from the date of activation for the remainder of the Initial Period or then current Renewal Period (as applicable).

5. Liability

5.1. deBroome Portal AB’s liability to the customer may never exceed the total amount paid in license cost from the customer to deBroome Portal AB.

5.2. deBroome Portal AB will never be liable to the customer or any third party for any loss of profits, loss of use, loss of revenue, loss of data, interruption of business, in relation to using the services provided by deBroome Portal AB.

6. Intellectual Property Rights

6.1. The customer owns all right, title and interest in and to the customer’s content; deBroome Portal AB owns all right, title and interest in its services, and all intellectual property rights therein.

6.2. The customer acknowledges that any suggestions, comments, or other feedback that is provided to deBroome Portal AB by the customer with respect to its services, will be owned by deBroome Portal AB. This will become deBroome Portal AB’s intellectual property rights and confidential information.

7. Confidentiality

7.1. Each Party acknowledges that Confidential Information may be disclosed to the other party. Confidential Information may only be used to fulfill the purposes of this Agreement. The Receiving Party shall keep all Confidential Information of Disclosing party confidential and protect it using the same degree of care as the Receiving Party uses to protect its own Confidential information, which shall not be less than a reasonable degree of care to prevent unauthorized use, distribution, disclosure or publications of Confidential Information. The Receiving Party shall only disclose Confidential Information of the Disclosing Party to individuals, including employees, advisors, consultants, and agents,  whose access is necessary to enable it to exercise its rights and/or perform its obligations hereunder. Such individuals shall be bound by obligations of confidentiality substantially similar to those contained herein.

8. Customer Data

8.1. deBroome Portal AB processes customer data in accordance with the Data Processing Agreement [https://debroome.com/documents/data-processing-agreement] and Service Level Agreement [https://debroome.com/documents/service-level-agreement].

8.2. Refer to § 2.1 for Privacy related terms and conditions.

9. Charges and Payment

9.1. The customer will be charged and payment should be made in full to deBroome Portal AB in accordance with the quote signed by the Customer

9.2. Interest on overdue payment will be charged after the due date with 2 % per month.

9.3. If the customer disputes an invoice, Customer must notify deBroome AB, in writing, of the objection and state valid reasons for such objection within twenty (20) days from receiving the invoice. New objections of an invoice(s) later than twenty (20) days from receiving such invoice(s) shall be deemed invalid.

9.4. deBroome shall be entitled to, at any time, to amend all fees. The price adjustments apply during the Initial Period as well as during any subsequent Renewal Periods.

9.5. In the event of a delay in payment, twenty (20) days after one (1) reminder, deBroome Portal AB has the right to suspend the Customers access to the services provided by deBroome Portal AB until full payment has been made. Such suspension shall not affect the customer's obligation to pay the full fee for the period during which the customer does not have access to services provided by deBroome Portal AB. In the event of a delay in payment of more than thirty (30) days, deBroome Portal AB has the right to, in addition to demanding full payment, terminate all services provided by deBroome permanently as well as all agreements with the customer.

10. Termination

10.1. Failure to comply with the General Terms of Service shall result in termination of the agreement between deBroome Portal AB and the Customer. Prior to immediate termination, the party whose counterparty has committed a breach of contract must send a written warning to the defaulting party who then has three (3) days to cease the breach of contract. 

10.2. The quote between the customer and deBroome Portal AB is valid until further notice with a mutual termination period of three calendar months. All termination must be in writing and the termination process will begin the first of the following month of a party receiving the termination request.

10.3. Prior to termination of the General terms of Service and the quote between deBroome and the costumer, deBroome shall deliver to the Customer and the Customer shall deliver to deBroome all materials to which the other party has title.

10.4. The following provisions shall survive termination of the Agreement: (i) Section 3.3 License (ii) Section 5 Liability; (iii) Section 6 Intellectual Property Rights; (iv) Section 7 Confidentiality; (v) Section 9 Charges and payment; (vi) Section 11 Disclaimer; (vii) Section 12 Force Majeure; (viii) Section 13 General; (ix) Section 14 Disputes and choice of law.

11. Disclaimer

11.1. You acknowledge that the services provided by deBroome Portal AB are on an “as is”, “as available” basis. Without warranty of any kind, and that your use of the services is at your own risk. The Customer is responsible for having the right computer, web browser, internet connection and other equipment required to use deBroome´s product.

deBroome Portal AB does not warrant: that the services will meet your requirements, that the services will be uninterrupted, completely secure, or error free or that the results that may be obtained from using the services will be accurate or reliable. You also acknowledge that deBroome Portal AB does not warrant the quality of any services supplied by deBroome Portal AB and that services, information and other material you obtain via the services provided by deBroome Portal AB will meet your expectations.

12. Force Majeure

12.1. deBroome Portal AB shall not be liable for a failure to perform its obligations to the customer under these terms during such period that deBroome Portal AB is prevented by reason of any circumstances beyond the control of deBroome Portal AB, which could not reasonably have been foreseen or taken into consideration by deBroome Portal AB. Such as, but not limited to, lightning, fire, pandemic, epidemic, war, terrorism, natural disaster, amendments to regulations issued by government, or intervention by the authorities.

13. General

13.1. If any court or other competent authority decides that a clause in these terms is unlawful and/or unenforceable, the other clauses in these terms will continue in effect. If a clause is determined to be lawful and enforceable only by the removal of a portion of the clause, and the removal of that portion would not contradict the clear intent of the parties, then that portion of the clause will be deemed to be removed and the remainder of the clause will remain in effect.

13.2. Each Party understands that no partnership, franchise, joint venture, agency, fiduciary or employment relationships is created by this Agreement.

13.3. deBroome has the right to transfer this agreement to a subsidiary or to another business entity within the group. The customer will receive written notice of this at least 10 days prior to such transfer.

14. Disputes and Choice of Law

14.1 This Agreement is governed by the laws of Sweden.

14.2 Any dispute arising out of or  in connection with the agreement between deBroome and the Customer, (including non-contractual disputes or claims) which the Parties will not be able to resolve amicably, will be settled by public courts with Stockholm District Court as first instance.