TERMS OF USE June 5th, 2023
VARNISH SOFTWARE AB, A SWEDISH CORPORATION WITH REGISTRATION NUMBER 556805-6203, AND REGISTERED ADDRESS VASAGATAN 7, 111 20 STOCKHOLM, SWEDEN ("VARNISH") OWNS AND MAINTAINS THE VARNISH PARTNER PORTAL WEBSITE (THE "PARTNER PORTAL") ADDED TO THE PARTNER PORTAL, WHERE APPROVED PARTNERS MAY OBTAIN INFORMATION ABOUT PROGRAMS, PRODUCTS, SERVICES AND OTHER RELATED TOPICS.
ACCEPTANCE OF TERMS
THESE TERMS OF USE (THE "ToU") IS A LEGALLY BINDING AGREEMENT. BY ACCEPTING THESE TOU, YOU REPRESENT AND WARRANT THAT YOU ARE A REPRESENTATIVE HAVING THE AUTHORITY TO ACT ON BEHALF OF AND BIND YOUR EMPLOYER (THE "COMPANY") TO THE TERMS OF THIS TOU. THE COMPANY WILL BE RESPONSIBLE FOR ANY BREACH OF THE TERMS OF THIS TOU BY IT AND/OR ITS REPRESENTATIVES.
1. ACCESS AND USE OF VARNISH PARTNER PORTAL
You agree that you will only use the Partner Portal (including features thereof and products or services offered thereon) for their intended purpose. You further agree not to: (i) use the Partner Portal, any content or other materials with this website, or any products or services included on or available through the Partner Portal for any unlawful purpose; (ii) restrict or inhibit any other user from using and enjoying the Partner Portal, introducing any virus, worm, trojan horse, spyware, or any other computer code, file or program that may or is intended to damage or hijack the operation of any hardware, software or telecommunications equipment, or otherwise acting in a manner that negatively affects the Partner Portal and/or other users' ability to use the Partner Portal.
Varnish reserves the right to add, change, delete any and all content, or information on the Partner Portal.
You represent, warrant, and covenant that:
(a) you have the ability to enter into this ToU;
(b) your use of the Partner Portal will be in compliance with all laws, regulations, this ToU, and all Varnish policies; and
(c) all documentation and information provided by you are true, accurate and complete.
2. NO TRANSFER OF INTELLECTUAL PROPERTY RIGHTS
Varnish and its licensors own all right, title, and interest, including all intellectual property rights, in and to the Partner Portal website and other documentation uploaded on the Partner Portal. Nothing in this ToU or otherwise between the parties shall be construed as transferring or assigning the title or ownership of any intellectual property rights.
3. DISCLAIMER OF WARRANTIES
YOU UNDERSTAND AND AGREE THAT THE PARTNER PORTAL WEBSITE IS PROVIDED ON AN “AS IS” BASIS. VARNISH GRANTS NO WARRANTIES RELATING TO DEFECTS IN THE DESIGN WORKMANSHIP, PERFORMANCE OR MATERIALS OF THE PARTNER PORTAL WEBSITE AND/OR OTHER SERVICES OR DOCUMENTATION LINKED THERETO, AND ALL OTHER CONDITIONS, WARRANTIES, STIPULATIONS OR OTHER STATEMENTS WHATSOEVER, WHETHER EXPRESS OR IMPLIED, BY STATUTE AT COMMON LAW OR OTHERWISE, ARE HEREBY EXCLUDED.
4. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL VARNISH OR ITS LICENSORS BE LIABLE (DIRECTLY OR INDIRECTLY) TO YOU OR THE COMPANY OR ANY OTHER THIRD PARTY FOR ANY LOSS, DAMAGES, CLAIMS, OR COSTS WHATSOEVER INCLUDING, NOT LIMITED TO ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE DAMAGES OR DAMAGES FROM BUSINESS INTERRUPTION, LOSS OF PROFITS, REVENUE, BUSINESS OR DATA, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS, DAMAGES, CLAIMS, OR COSTS.
VARNISH WILL NOT BE LIABLE FOR DAMAGES OF ANY KIND RESULTING FROM YOUR USE OF OR INABILITY TO USE THE PARTNER PORTAL.
5. INDEMNITY
The Company agrees to indemnify and hold harmless Varnish and its licensors and suppliers, and their respective directors, officers, employees, agents and contractors, from all damages, injuries, liabilities, costs, fees, fines, penalties, and expenses (including, but not limited to, legal and accounting fees) arising from or in any way related to you're your or the Company's violation of these ToU or misuse of the Partner Portal by you or the Company.
6. CONFIDENTIALITY
All information provided in the Partner Portal is, unless otherwise specified, confidential (“Confidential Information”) and as such you and the Company agree not disclose any Confidential Information except to such third parties as authorized in writing by Varnish; and take all steps necessary or appropriate to protect any Confidential Information against unauthorized disclosure or use, and shall promptly notify Varnish of any unauthorized disclosure or use of any Confidential Information, and shall take all actions that Varnish reasonably requests to prevent any further unauthorized use or disclosure of the same.
7. PERSONAL DATA
If you choose to register for and use the Partner Portal, you agree to provide Varnish with the accurate, up to date, business / work related information, as requested in relation to the Partner Portal and the registration form. This information may include a limited amount of personal data that Varnish will process as a data controller, as it will determine what data it requires and how it is processed for the purposes required under these terms. Varnish will comply with its obligation under the applicable data protection legislation with regard to the personal data provided by you. Our legal basis for processing such personal data is the performance of these ToU, as well as the provision and administration of the Partner Portal and related applications.
For further information about how Varnish processes personal data, please visit the privacy notice.
8. AMENDMENTS
Varnish reserves the right, in its sole discretion, to update this ToU from time to time. All amendments and/or modifications are effective immediately when Varnish notifies you thereof. Your continued use of the Partner Portal following the effective date of any modifications to this ToU will be deemed an acceptance of the modified terms of use.
9. TERMINATION
Varnish reserves the right to terminate your use of the Partner Portal, in whole or in part, with or without notice, in its sole discretion, for any reason or no reason at all, including, but not limited to, if Varnish determines (in its sole discretion) that your use of or conduct on or related to the Varnish Partner Portal (i) violates these ToU or any additional applicable terms and conditions, (ii) is harmful to Varnish, its customers or vendors, another user or any other party, or (iii) violates applicable law.
Sections 2, 3, 4, 5, 6, and 10 of this ToU shall survive termination of this ToU.
10. APPLICABLE LAW AND DISPUTE RESOLUTION
This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of Sweden, without regard to the conflict of law principles thereof.
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 in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English.