Terms & Conditions

1. Introduction

These License Terms set out the conditions applicable to the licensing of Solumea's subscription products. If the Licensee purchases additional services from the Licensor, such services shall automatically be covered by these License Terms unless separate terms apply to the purchased add-on service.

1.1 Definitions

The following definitions apply to these License Terms:

"Subscription Period"

The period during which the Licensee has purchased access to the Licensed Product.

"Subscription Type"

Specified under "My Account".

"User"

All individuals who have access to the Licensed Product, including employees, students, and test users.

"Payment Service"

The service used for payment.

"License Fee"

The fee paid by the Licensee for access to the Licensed Product during the Subscription Period.

"Licensor"

Solumea AB

"Licensed Product"

The subscription products belonging to the Licensor for which the Licensee pays License Fees and which are covered by these License Terms.

"License Right"

The Licensee's right to use the Licensed Product, obtained through acceptance of these License Terms and payment of the applicable License Fees, see Section 2.1.

"Licensee"

The customer who has entered into the agreement with the Licensor regarding delivery of the Licensed Product.

"License Terms"

These License Terms, accompanying appendices, and any subsequent additions or amendments, including price changes, see Section 13.

"My Account"

The page where the Licensee can review the Subscription Period, Subscription Type, License Fee, number of users, and where information regarding changes is provided to the Licensee.

2. Scope of the License Right

2.1 Right to Use the Licensed Product

Upon acceptance of these License Terms and payment of the License Fees, the Licensee obtains a limited-term, non-transferable, and non-exclusive right to use the Licensed Product and any subsequent updates in accordance with these License Terms.

The right of use includes, among other things, the Licensee's and its Users' right to perform the following actions in connection with normal use of the Licensed Product:

• conduct searches
• make physical and electronic printouts
• electronically copy content into their own documents
• electronically copy content for internal use by the Licensee
• share content with other Users of the Licensee
• download parts of the Licensed Product
• where possible, add notes for personal or company use

Information and data constituting all or part of the Licensed Product obtained by the Licensee may not at any time be used in, or for, activities competing with the Licensor's business areas.

The Licensed Product, or any part thereof, may not be disclosed or otherwise made available to third parties. However, the Licensee may provide compilations or similar material prepared using the Licensed Product to third parties if such disclosure is necessary in connection with the Licensee's advisory services to clients.

Unless otherwise expressly stated in these License Terms, the Licensee may not permit any third party to alter the Licensed Product or other material provided by the Licensor.

2.2 Technical Requirements for Use of the Licensed Product

The Licensee is responsible for obtaining and installing suitable web browser software in order to access the Licensed Product. The Licensee acknowledges that the ability to use the Licensed Product depends on the Licensee's choice of browser software. The Licensor is responsible for supporting generally used web browsers.

The Licensee may contact the Licensor for information regarding supported browser software. The Licensor reserves the right to change which browsers are supported, even if this means that the Licensee must acquire and install new browser software to continue using the Licensed Product.

The Licensee is also solely responsible for establishing, maintaining, and managing a connection to the Licensor's server.

2.3 Compliance with the License Terms

The Licensee is obligated to ensure that its Users are informed of and comply with these License Terms and respect the Licensor's intellectual property rights, including copyright.

The Licensor may continuously monitor compliance with the License Terms. If the Licensor has reasonable grounds to believe that the Licensee or its Users are violating the License Terms, the Licensee shall, upon request, provide written information relevant to determining whether a violation has occurred.

The Licensee is always responsible for the Users' use of the Licensed Product. The Licensee is responsible for ensuring that Users' login credentials remain confidential. For the avoidance of doubt, the Licensee is liable for all unauthorized use of the Licensed Product caused by negligent handling of login credentials by the Licensee or its Users.

3. Access to the Licensed Product

The Licensee receives access to the Licensed Product through a personal account for each User.

The Licensee and its Users may not grant third parties access to the Licensed Product via online services, the internet, intranet, or otherwise. Furthermore, the Licensee and/or its Users may not disclose login credentials issued by the Licensor to third parties.

The Licensee may only grant access to the Licensed Product to Users for whom the Licensor has provided personal accounts and login credentials. The Licensee may not disclose Users' login credentials to other employees or third parties.

A User may only log into the Licensed Product from three devices simultaneously.

A personal account remains active until the Subscription Period expires or until the Licensor receives a request from the Licensee to deactivate the account. The Licensee is responsible for informing the Licensor if a User has terminated employment with the Licensee or if a User's account should otherwise be deactivated.

4. Updates and Modifications to the Licensed Product

The Licensor has the right to continuously supplement and update the Licensed Product whenever deemed necessary.

Such additions and updates shall not limit or alter the Licensee's obligations toward the Licensor, nor entitle the Licensee to compensation claims against the Licensor.

The Licensor also has the right to modify the functionality of the Licensed Product, including removing and/or modifying features to the extent deemed necessary to provide the best possible service to customers.

Such changes shall not alter the Licensee's obligations or entitle the Licensee to compensation claims.

However, removal of material features, such as features supporting retrieval, monitoring, and printing of documents, shall be considered amendments to the License Terms. In such cases, Section 13 shall apply.

5. Rights

5.1 Rights to the Licensed Product

The Licensor, or third parties from whom the Licensor derives its rights, owns the copyright and all other rights to the Licensed Product, including HTML code, text, images, and other elements accessible through the Licensor's subscription products.

Text, graphics, images, sound, and other available content are protected under copyright law. The Licensor reserves all rights to the content, including the right to use content for text and data mining purposes pursuant to applicable copyright legislation and Article 4 of the DSM Directive.

The Licensee and its Users shall respect the Licensor's rights, and the Licensee is liable, without limitation, for violations of such rights, including unauthorized distribution of the Licensed Product to third parties.

The Licensee may not destroy or alter security mechanisms, including security codes, nor alter or remove information relating to rights, trademarks, product information, or similar notices.

5.2 Rights to User-Generated Material

The Licensee and its Users may create user-generated material within the Licensed Product via personal accounts. The Licensee and its Users retain ownership and control over such material.

The Licensor does not use user-generated material created by the Licensee or its Users for its own purposes.

The Licensee agrees that the Licensor may delete all user-generated material upon termination of the Subscription Period, and that individual Users' material will also be deleted when their personal accounts are deactivated.

The Licensee is responsible for informing Users that their user-generated material will be deleted after termination of the Subscription Period and/or deactivation of their personal accounts.

6. Payment for the Licensed Product

6.1 Due Date

The License Fee shall be paid in advance for subscription periods of either twelve (12) months or one (1) month at a time.

The Licensee shall comply with the terms applicable to the Payment Service.

The Licensor reserves the right to temporarily restrict access to the Licensed Product if payment is not received on time.

The Licensee is not entitled to any refund due to lack of access caused by failure to pay the License Fee.

6.2 Deactivation, Transfer, or Addition of User Access

A deactivated personal account will not be credited regardless of when during the Subscription Period the deactivation occurs.

The Licensee may transfer the License Right from a deactivated account to another User during the remaining Subscription Period.

The Licensee may also purchase additional user access rights.

7. Remedy of Errors

The content and functionality of the Licensed Product are strictly limited to what is expressly stated in the applicable product specifications.

The Licensed Product is licensed "as is" and "as available" without warranties of any kind. Accordingly, the Licensor does not warrant that the operation of, or access to, the Licensed Product will be uninterrupted or error-free.

The Licensor continuously tests the Licensed Product, but it cannot be excluded that the Licensed Product — like any other software made available online — may contain errors and inconveniences. Such errors shall not constitute grounds for termination and shall not entitle the Licensee to remedies or other measures. The same applies to content-related errors.

The Licensor endeavors to continuously correct errors and inconveniences in the Licensed Product but provides no guarantees that any such errors or inconveniences will be corrected.

The Licensor disclaims all liability for incorrect calculations, results, or conclusions arising from the use of the Licensed Product. The Licensee is solely responsible for verifying the accuracy of calculations before using them in practical, legal, financial, or technical contexts.

The Licensor does not guarantee that the Licensed Product is suitable for use in critical systems or decision-making.

8. Support

The Licensee is entitled to support from the Licensor via email. Such support applies only to the Licensed Product and not to the Licensee's IT equipment, browser, software, or similar systems.

Contact details are available at: https://solumea.com/contact/

The Licensor provides support for the Licensed Product itself. The Licensor aims to acknowledge receipt of a support request within three (3) business days and to respond to all inquiries within five (5) business days.

9. Liability and Damages

The Licensor shall be liable for product liability damages in accordance with applicable product liability legislation to the extent such liability cannot legally be excluded, but otherwise disclaims all product liability.

Under no circumstances shall the Licensor be liable to the Licensee for indirect losses or consequential damages, including but not limited to business interruption, loss of anticipated profits, loss and/or recovery of data, loss of goodwill, or other consequential damages.

This includes, among other things, that the Licensor shall not be liable for errors arising in connection with the Licensee's advice to third parties resulting from the Licensee's use of the Licensed Product.

The Licensor's total liability for any loss or damage shall under no circumstances exceed an amount corresponding to the License Fee paid by the Licensee for the Subscription Period during which the damage occurred.

The Licensor disclaims all liability for loss or damage attributable to the Licensee's own connection to the Licensor's service, including lack of connection, system failures, and similar issues. The same applies to the Licensee's IT equipment, browsers, software, and related systems.

In the event of a breach of these License Terms by the Licensee and/or its Users, the Licensee shall, in addition to compensation for unauthorized use of the Licensed Product, indemnify the Licensor for all damages incurred as a result of such breach.

10. Force Majeure

Neither party shall be liable to the other party for circumstances beyond that party's reasonable control which could not reasonably have been foreseen at the time of entering into the agreement, or which could not reasonably have been avoided or overcome.

Such circumstances include, but are not limited to war and mobilization, civil unrest, natural disasters, strikes and lockouts, shortages of raw materials, epidemics and pandemics, outbreaks of serious human disease, fire, damage to production equipment, disruptions to normal transportation (including energy supply interruptions and import/export restrictions). Circumstances affecting a supplier of either party shall constitute force majeure for that party if the supplier is affected by a similar impediment which could not reasonably have been avoided or overcome, for example through the use of an alternative supplier.

11. Assignment

Neither party may assign its rights and/or obligations to a third party without the written consent of the other party.

However, the Licensor may assign its rights and obligations to an affiliated company without the Licensee's consent.

12. Duration, Termination, and Cancellation

The Subscription Period commences on the date the Licensor accepts the License Terms and continues until the Agreement is terminated by either party in accordance with these terms.

Termination of the License Right may occur at any time. If the Licensee has already paid for an upcoming Subscription Period, the termination shall take effect only at the end of the paid period. No refunds shall be made for already paid periods.

Termination can be made under the page My Account.

If the Licensee or its Users breach the License Terms, the Licensor has the right to terminate the Agreement, wholly or partially, with immediate effect and without prior notice.

By obtaining immediate access to the Licensed Product, the right of withdrawal is waived in accordance with applicable legislation concerning distance contracts and digital services.

13. Amendments to the License Terms

13.1 General Amendments

The Licensor may amend these License Terms at any time, provided that the Licensee is notified no later than thirty (30) days before the amendment enters into force, unless the amendment is required to comply with applicable law and a shorter notification period is necessary.

If the Licensee does not wish to be bound by the amended License Terms, the Licensee must notify the Licensor in writing within thirty (30) days from the notice of amendment that the amended terms are not accepted.

In such case, the License Right shall be deemed terminated at the time the amendment notice was given.

If the Licensee does not notify the Licensor within thirty (30) days that the amended terms are not accepted, the License Right shall continue under the amended License Terms.

13.2 Price Adjustments

The Licensor has the right to adjust prices for subsequent Subscription Periods provided that the Licensee is notified no later than thirty (30) days before the end of the current Subscription Period.

If the Licensee does not accept the revised pricing terms, the Licensee may terminate the License Right effective at the end of the current Subscription Period by notifying the Licensor in writing within fourteen (14) days from the Licensor's notice of the price change.

The Licensee acknowledges that notice of price changes may be provided solely through updated pricing information on the Licensee's invoice for the subsequent Subscription Period.

14. Processing of Personal Data

In connection with the delivery of the Licensed Product, the Licensor will collect and process information regarding the Licensee's and its Users' use of the Licensed Product.

In addition, the Licensor will process personal data concerning Users which Users may enter into the Licensor's systems.

Unless expressly stated otherwise, the Licensor acts as an independent data controller and processes Users' personal data to the extent necessary to provide the Licensed Product.

The Licensor independently determines the purposes and means of the processing of personal data and is responsible for ensuring that personal data is processed in accordance with the EU General Data Protection Regulation (GDPR) and applicable data protection legislation.

If special conditions apply to the use of specific GDPR-related products, such conditions shall be stated in appendices to these License Terms.

The Licensee and its Users may at any time read about the Licensor's processing of personal data in the Licensor's privacy policy, available on Solumea.com.

15. Information Obligations under the Swedish E-Commerce Act

To the extent that the Swedish Act (2002:562) on Electronic Commerce and Other Information Society Services applies, the application of Sections 10–12 of the Act is excluded to the fullest extent permitted under Section 14, paragraph 2 of the Act.

16. Confidentiality and Security

16.1 Confidentiality

The Licensor's subscription products, including user-generated material, shall be treated confidentially and shall not be disclosed to unauthorized persons.

The Licensor further ensures that access to user-generated material is granted only to employees for whom such access is necessary in order to perform their duties.

The Licensor shall also ensure that employees with access to user-generated material sign confidentiality agreements regarding the maintenance of secrecy concerning information obtained in this context.

16.2 Security

The Licensor ensures that user-generated material is stored in a data environment that meets security requirements corresponding to those applicable to the storage of personal data, see Section 14 of these License Terms.

17. Governing Law and Jurisdiction

This Agreement shall be governed by Swedish law.

Any disputes arising in connection with the License Right, including disputes regarding the existence or validity of the License Right, shall be settled by the Swedish general courts, with the District Court of Sundsvall serving as the court of first instance.

Definitions

Unless otherwise defined in this DPA, capitalized terms shall have the meanings given to them in Regulation (EU) 2016/679 (the "GDPR").

"Personal Data"

Any information relating to an identified or identifiable natural person processed by Solumea on behalf of the Customer.

"Processing"

Any operation performed on Personal Data, including collection, storage, organization, structuring, retrieval, transmission, deletion, or destruction.

"Controller"

The entity determining the purposes and means of Processing Personal Data.

"Processor"

The entity processing Personal Data on behalf of the Controller.

"Sub-processor"

Any third party engaged by Solumea to process Personal Data on behalf of the Customer.

2. Scope and Roles

2.1 Roles of the Parties

The parties acknowledge and agree that:

• the Customer acts as the Controller of Personal Data processed in connection with the use of a service provided by Solumea; and
• Solumea acts as the Processor of such Personal Data.

2.2 Subject Matter

This DPA applies to Solumea's Processing of Personal Data in connection with providing services from Solumea and related services.

2.3 Duration

This DPA remains in effect for as long as Solumea processes Personal Data on behalf of the Customer.

3. Nature and Purpose of Processing

3.1 Nature of Processing

Solumea may process Personal Data necessary to provide, maintain, secure, and improve the services provided by Solumea.

3.2 Purpose of Processing

Processing activities may include:

• user account management;
• authentication and authorization;
• organization and membership management;
• storage of engineering calculations, notes, scripts, and technical documentation;
• synchronization and backup;
• customer support;
• service security and monitoring;
• billing and subscription management.

3.3 Categories of Data Subjects

Data subjects may include:

• Customer employees;
• Customer contractors;
• Customer administrators;
• end users authorized by the Customer.

3.4 Categories of Personal Data

Personal Data processed may include:

• names;
• email addresses;
• organization membership information;
• authentication identifiers;
• IP addresses and technical metadata;
• user-generated content submitted to the Services.

4. Customer Responsibilities

4.1 Lawful Instructions

The Customer shall ensure that its instructions to Solumea comply with applicable Data Protection Laws.

4.2 Lawful Basis

The Customer is responsible for establishing and maintaining a lawful basis for the Processing of Personal Data.

4.3 Sensitive Data

Unless explicitly agreed in writing by Solumea, the Customer shall not upload or store:

• special categories of personal data under Article 9 GDPR;
• personal identity numbers where not necessary;
• payment card data;
• protected health information;
• or other highly sensitive personal information.

4.4 Minimization

The Customer shall avoid storing unnecessary personal data in engineering notes, calculations, scripts, and other user-generated content.

5. Solumea Obligations

5.1 Processing Instructions

Solumea shall process Personal Data only:

• on documented instructions from the Customer; and
• as necessary to provide the Services.

5.2 Confidentiality

Solumea shall ensure that persons authorized to process Personal Data are subject to appropriate confidentiality obligations.

5.3 Security Measures

Solumea shall implement appropriate technical and organizational measures designed to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or unauthorized access.

Such measures may include:

• TLS/HTTPS encryption in transit;
• access controls and authentication;
• role-based authorization;
• infrastructure and network security measures;
• backup and disaster recovery procedures;
• logging and monitoring;
• vulnerability management and software updates;
• encrypted infrastructure or storage volumes where applicable.

5.4 No Guarantee of Absolute Security

The Customer acknowledges that no system or service can guarantee absolute security.

6. Assistance to the Customer

6.1 Data Subject Requests

Taking into account the nature of the Processing, Solumea shall provide reasonable assistance to the Customer in responding to requests from Data Subjects under applicable Data Protection Laws.

6.2 Security and Compliance Assistance

Solumea shall provide reasonable assistance to the Customer regarding:

• security obligations;
• personal data breach notifications;
• impact assessments;
• consultations with supervisory authorities,

to the extent required under applicable law and reasonably possible considering the nature of the Services.

7. Personal Data Breaches

7.1 Notification

Solumea shall notify the Customer without undue delay after becoming aware of a confirmed Personal Data Breach affecting Customer Personal Data.

7.2 Information Provided

Where reasonably available, the notification shall include:

• the nature of the breach;
• categories of affected data;
• likely consequences;
• measures taken or proposed.

8. Sub-processors

8.1 Authorization

The Customer authorizes Solumea to engage Sub-processors in connection with providing the Services.

8.2 Sub-processor Obligations

Solumea shall impose data protection obligations on Sub-processors that are substantially similar to those set out in this DPA.

8.3 Liability

Solumea remains responsible for the acts and omissions of its Sub-processors to the extent required by applicable law.

8.4 Current Sub-processors

A current list of Sub-processors may be made available by Solumea upon request.

9. International Transfers

9.1 Transfers Outside the EEA

To the extent Solumea transfers Personal Data outside the European Economic Area (EEA), Solumea shall ensure that appropriate safeguards are implemented as required by applicable Data Protection Laws.

Such safeguards may include:

• adequacy decisions;
• Standard Contractual Clauses;
• or other lawful transfer mechanisms.

10. Audits and Information Requests

10.1 Information Requests

Upon reasonable written request, Solumea shall make available information reasonably necessary to demonstrate compliance with this DPA.

10.2 Audit Limitations

Any audit rights shall:

• be exercised no more than once annually unless required by law;
• not unreasonably interfere with Solumea's operations;
• be subject to confidentiality obligations;
• be limited to information relevant to the Services.

11. Deletion and Return of Data

11.1 Deletion Upon Termination

Upon termination of the Services, Solumea shall, upon written request and within a reasonable period:

• delete Customer Personal Data; or
• return Customer Personal Data,

unless retention is required by applicable law.

11.2 Backup Retention

The Customer acknowledges that residual copies of Personal Data may temporarily remain in backups or disaster recovery systems until such backups are overwritten in accordance with Solumea's retention practices.

12. Liability

The liability of each party under this DPA shall be subject to the limitations and exclusions of liability set out in the applicable Terms of Service, unless prohibited by applicable law.

13. Governing Law

This DPA shall be governed by and construed in accordance with the laws governing the Terms of Service, unless otherwise required by applicable Data Protection Laws.

Order of Precedence

In the event of a conflict between this DPA and the Terms of Service regarding the Processing of Personal Data, this DPA shall prevail.