These General Terms and Conditions (the "Terms") apply to all services provided by Lindaria ("Lindaria") to the customer stated in the Main Agreement ("Customer"). The Terms form an integral part of the Agreement (as defined below).
1. Background
Lindaria provides a cloud-based platform for influencer marketing and social media performance analytics, campaign tracking and reporting, and related insights and features (the "Service").
2. Definitions
- "Access Date" means the date stated in the Main Agreement when the Customer is granted access to the Service.
- "Access Point" means the point(s) where Lindaria connects the Service to the public communications network (internet) from which the Customer and Users may access the Service.
- "Add-ons" means additional features, modules or functionality purchased by the Customer.
- "Agreement" means the Main Agreement, these Terms, any appendices, and any additional orders.
- "Additional Orders" means purchases of Add-ons, additional licenses, plan upgrades or professional services not agreed in the Main Agreement.
- "Customer Data" means any data uploaded, submitted, made available or generated by the Customer and Users in the Service, including campaign data and content-related data, excluding Lindaria Data.
- "Documentation" means user guides, instructions and other documentation made available by Lindaria.
- "License" means a subscription right for a specific User (or usage metric) to access and use the Service as agreed.
- "Lindaria Data" means the Service, its software, models, features, Documentation, aggregated benchmarks/indexes, and any data Lindaria adds to the Service (excluding Customer Data).
- "Main Agreement" means the commercial agreement/order/quote accepted by the Customer that specifies the Service, plan, pricing and term.
- "Plan" means the subscription plan selected by the Customer.
- "Professional Services" means implementation, onboarding, training, consulting or other services provided by Lindaria.
- "Third-Party Platforms" means platforms and services not controlled by Lindaria (e.g., social platforms, APIs, ad platforms, connectors) that may be integrated or used in connection with the Service.
- "User" means an individual authorized by the Customer to use the Service.
3. The Service
- 3.1 Lindaria provides the Service as a standardized cloud-based service offered in different Plans.
- 3.2 Subject to payment and compliance with the Agreement, the Customer is granted a non-exclusive, non-transferable, time-limited right to use the Service for the agreed number of Licenses/Users (or other usage metric).
- 3.3 Lindaria may make improvements, updates and changes to the Service, including to maintain security, compliance, performance and functionality.
- 3.4 The Service is deemed delivered when made available at the Access Point.
4. Lindaria's obligations
- 4.1 Lindaria shall provide the Service in a professional manner and in accordance with the applicable service description and Documentation.
- 4.2 If the Service materially deviates from what has been expressly agreed (a "Defect"), Lindaria shall, within a reasonable time, remedy the Defect where practicable.
- 4.3 Lindaria is not responsible for issues caused by (i) Customer's environment, networks, devices, configurations, or (ii) Third-Party Platforms.
5. Use of the Service
- 5.1 The Customer shall ensure that the Service is used in accordance with applicable law and the Agreement. The Service may not be used to:
- (a) violate law or third-party rights;
- (b) upload malware or harmful code;
- (c) interfere with or disrupt the Service or other customers;
- (d) reverse engineer, copy, modify, or create derivative works of the Service;
- (e) access the Service beyond the purchased scope/limits.
- 5.2 The Customer is responsible for Users' actions and for maintaining appropriate access controls and confidentiality of credentials.
- 5.3 Third-Party Platforms. Where the Service relies on data from Third-Party Platforms, the Customer is responsible for ensuring it has the necessary rights, consents, authorizations and approvals to connect accounts, retrieve data and process such data through the Service, and that use complies with the Third-Party Platforms' terms.
6. Information Security
- 6.1 Lindaria shall apply appropriate technical and organizational security measures aligned with customary industry practice and applicable law.
- 6.2 The Customer is responsible for safeguarding usernames/passwords and promptly notifying Lindaria of suspected unauthorized access.
- 6.3 The Customer is responsible for its own IT environment and for the legality, quality and security of Customer Data.
7. Customer obligations
- 7.1 The Customer shall (i) pay fees on time, (ii) provide reasonable cooperation and information needed for delivery, and (iii) ensure only authorized Users access the Service.
- 7.2 The Customer may not assign, sublicense or transfer rights to the Service without Lindaria's prior written consent.
- 7.3 If the Customer materially breaches the Agreement and fails to cure within ten (10) days after written notice, Lindaria may suspend access until cured (or terminate under Section 13).
8. Availability, support and maintenance
- 8.1 Lindaria provides support and maintenance in accordance with Lindaria's then-current support policy and any agreed service level appendix ("SLA/SLI"), if applicable.
- 8.2 Scheduled maintenance may occur; Lindaria will use reasonable efforts to minimize disruption.
9. Professional Services
- 9.1 If Professional Services are included or ordered, Lindaria shall perform them professionally with qualified personnel.
- 9.2 Unless otherwise agreed, Professional Services are invoiced on a time-and-materials basis in arrears.
10. Additional Orders and changes
- 10.1 The Customer may order additional Licenses, Add-ons, or upgrades at Lindaria's then-current price list or as quoted.
- 10.2 Any reductions/downgrades apply from the next renewal period unless otherwise agreed.
11. Prices and payment
- 11.1 Fees are as stated in the Main Agreement or Lindaria's then-current price list.
- 11.2 Unless otherwise agreed, subscription fees are invoiced in advance quarterly.
- 11.3 Payment terms: 21 days. Late payment may incur default interest under applicable law and reasonable collection costs.
- 11.4 Lindaria may adjust prices upon renewal with prior notice, provided that any annual increase shall not exceed 5% unless justified by material cost changes or changes in scope/regulation.
12. Personal data
- 12.1 To the extent Lindaria processes personal data on behalf of the Customer, the Customer is the controller and Lindaria is the processor.
- 12.2 The parties shall enter into a data processing agreement ("DPA") which forms part of the Agreement.
- 12.3 Lindaria may use Customer Data in aggregated and/or anonymized form for statistics, benchmarking and product improvement, provided such use does not identify the Customer or Users.
13. Term and termination
- 13.1 The Agreement is valid for the term stated in the Main Agreement (default twelve (12) months from the Access Date) and renews automatically for successive terms unless terminated.
- 13.2 Either party may terminate for convenience by written notice no later than 90 days before the end of the then-current term.
- 13.3 Either party may terminate with immediate effect if the other party commits a material breach and fails to cure within thirty (30) days after written notice, or becomes insolvent/bankrupt.
- 13.4 Upon termination, the Customer shall cease using the Service. Fees paid are non-refundable, unless mandatory law provides otherwise.
- 13.5 Upon written request, Lindaria shall return Customer Data in a commonly used format within a reasonable time, unless prevented by law or security concerns.
14. Amendments to the Terms
- 14.1 Lindaria may update these Terms from time to time. Material changes shall be notified at least three (3) months in advance.
- 14.2 If a material change causes significant detriment to the Customer, the Customer may terminate the Agreement with effect from the change date by written notice.
15. Intellectual property rights
- 15.1 The Customer retains all rights to Customer Data. The Customer grants Lindaria a limited right to process Customer Data to provide, maintain and improve the Service and to perform Professional Services.
- 15.2 Lindaria (and its licensors) retain all rights to the Service, Lindaria Data, Documentation, and any improvements/derivatives. No rights are transferred to the Customer except as expressly stated.
- 15.3 If third-party IP claims are made alleging that the Service infringes, Lindaria may, at its option: (a) procure continued use, (b) modify, (c) replace, or (d) terminate and refund prepaid fees for the remaining period (less reasonable value received), subject to Section 17.
16. Subcontractors
Lindaria may use subcontractors to perform its obligations and remains responsible for their performance as for its own.
17. Limitation of liability
- 17.1 Neither party shall be liable for indirect or consequential damages, including loss of profits, revenues, goodwill or data (except where such limitation is prohibited by law).
- 17.2 Each party's total liability for all claims in any twelve (12) month period is limited to 100% of the fees paid by the Customer for the Service during the twelve (12) months preceding the event giving rise to liability.
- 17.3 The limitations do not apply to willful misconduct or gross negligence.
18. Force majeure
A party is relieved from liability for failure to perform due to circumstances beyond its reasonable control (e.g., outages, government actions, labor disputes, supplier failures). If force majeure persists beyond sixty (60) days, either party may terminate.
19. Confidentiality
- 19.1 Each party shall keep the other party's confidential information secret and only use it to perform the Agreement.
- 19.2 Confidentiality does not apply to information that becomes public without breach, was already known, is received lawfully from a third party, or must be disclosed by law/authority.
- 19.3 Confidentiality obligations survive for three (3) years after termination.
20. Miscellaneous
- 20.1 The Agreement constitutes the entire agreement and supersedes prior understandings.
- 20.2 Assignment requires prior written consent, except that Lindaria may assign in connection with a merger, acquisition or transfer of business.
- 20.3 Order of precedence: (i) Main Agreement (and negotiated appendices), (ii) Additional Orders, (iii) these Terms, (iv) Documentation, unless expressly stated otherwise. The DPA prevails for privacy matters.
21. Governing law and disputes
The Agreement is governed by the laws of Sweden. Any dispute arising out of or in connection with the Agreement shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (SCC). The place of arbitration shall be Stockholm and the language shall be Swedish (unless otherwise agreed).