Donna Technologies makes available the Services (as defined below) in accordance with these terms and conditions (the “Terms”). Please note that Donna Technologies offers tailored plans and contracts with enterprise customers. If you are a law firm or other enterprise, visit www.donna.legal, to get more information on plans that can be tailored for your enterprise or book a time to speak to us directly.
1 Application of Terms
1.1 These Terms apply to your use of the Services (defined below). By setting up an account:
(a) you agree to these Terms;
(b) if you are an individual user, you confirm that you are at least 18 years old (or if you are under 18, that you are using the Services only with the approval of your parent or guardian);
(c) if you are an individual subscriber, you agree that this agreement is and between you, individually, and Donna Technologies;
(d) if you are entering into this agreement on behalf of a company, organization or other entity (an “Enterprise Subscriber”), you represent that you have the permission and authority to bind the Enterprise Subscriber to these Terms. If you do not have such permission or authority, you must not accept these Terms and may not use the Services;
(e) if you are an employee (or equivalent) of an Enterprise Subscriber that has subscribed to the Services, you are a “Permitted User” of your Enterprise Subscriber, and (i) you represent that you have your Enterprise Subscriber’s permission and authority to use the Services and your Enterprise Subscriber’s User Content subject to these Terms, (ii) these Terms represent an agreement between you, individually, and Donna Technologies, and (iii) your Enterprise Subscriber is jointly responsible for your use of the Services; and
(f) you explicitly agree that these Terms and our agreement is governed exclusively by Swedish law and that will require you to submit any claims you have against Donna Technologies to arbitration as final dispute resolution, unless you are a consumer (Sw. konsument) Section 17.
1.2 If you do not agree to these Terms you are not authorised to access and use the Services, and you must immediately stop doing so.
2 Table of Contents
- Application of Terms
- Table of Contents
- Provision of the Services
- Your Obligations
- User Content
- Fees and Payment
- Intellectual Property
- Data Collection and Personal Data
- Warranty Disclaimer
- Limitation of Liability
- Term, Termination and Suspension
- Governing Law and Dispute Resolution
3.1 These Terms were last updated on 25 September 2019. These Terms are effective on such date for new users. For existing users, these Terms are effective as of thirty (30) days thereafter.
3.2 Donna Technologies may change these Terms at any time by notifying you of the change by email or by posting a notice on the Site. Unless stated otherwise, any change takes effect from the date set out in the notice. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Services from the date on which the Terms are changed, you agree to be bound by the changed Terms. If you do not accept the changed Terms, you may at any time for any or no reason terminate these Terms and stop using the Services, by using the cancellation interface provided in your account settings.
In these Terms:
“Analytical Data” has the meaning set out in Section 7.1.
“Attorney Confidentiality” means a duty of confidentiality regarding all matters which are disclosed to a member of the Swedish Bar Association (or equivalent association) within the scope of the provision of legal services or which the member otherwise becomes aware of in connection with the provision of legal services. The attorney may, as a general rule, not disclose information concerning its clients, their business, affairs or relations or even information that a particular client is, or is not, a client of the attorney, unless the recipient of information is bound by strict confidentiality and has a reasonable need to know such information.
“Confidential Information” has the meaning set out in Section 10.1.
“Disclosing Party” has the meaning set out in Section 10.1.
“Donna Technologies” means Donna Technologies AB, Reg. No. 559027-8908, a Swedish limited liability company with offices at Göran Olsgatan 1, 211 22 Malmö.
“Enterprise Subscriber” has the meaning set out in Section 1.1(d).
“Feedback” has the meaning set out in Section 9.3.
“Fees” means the applicable fees set out on the pricing page on our Site or as agreed otherwise in writing between you and Donna Technologies, as may be updated from time to time in accordance with Section 8.4.
“Permitted User” has the meaning set out in Section 1.1(e).
“Receiving Party” has the meaning set out in Section 10.1.
“SCC” has the meaning set out in Section 17.2.
“Services” means Donna Technologies’ services having the core functionality described on the Site (as updated from time to time).
“Site” means Donna Technologies’ websites including, without limitation, www.donna.legal and all sub-domains.
“Software” means the software, plug-ins and applications owned by Donna Technologies (and our licensors) that is used to provide the Services.
“Term” has the meaning set out in Section 15.1.
“Terms” has the meaning set out in the preamble;
“User Content” means all text, documents, content, and information (including personally identifiable information) that is uploaded, entered or otherwise transmitted by you or your Permitted Users in connection with your use of the Services.
“You” or “your” means you or, if Section 1.1(d) and/or (e) applies, both you and the other person or entity on whose behalf you are acting (as applicable).
Words in the singular include the plural and vice versa.
5 Provisions of Service
5.1 Donna Technologies will use commercially reasonable efforts to provide you with the Services in accordance with these Terms. The provision of the Services to you is non-exclusive, and nothing in these Terms prevents Donna Technologies from providing the Services to any other person.
5.2 Subject to these Terms, Donna Technologies may from time to time offer technical support in accordance with Donna Technologies’ standard practice.
5.3 Donna Technologies will use commercially reasonable efforts to maintain the Services in a manner which minimizes errors and interruptions in the Services. Without limiting the foregoing, Donna Technologies does not warrant that the Services will meet your requirements or will be uninterrupted or error-free. Services may be temporarily unavailable for scheduled maintenance, unscheduled emergency maintenance or other development activity to take place, either by Donna Technologies or by third-party providers, or because of other causes beyond Donna Technologies’ reasonable control, but Donna Technologies shall use commercially reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.
6 Your Obligations
6.1 The Services shall be used by you and your Permitted Users solely for internal business purposes for reviewing and analysing documents and receiving feedback suggestions. You acknowledge that Donna Technologies does not and will not provide any legal advice under these Terms or in relation to the Services; and, except to the extent expressly provided otherwise in these Terms, Donna Technologies does not warrant or represent that the Services or the use of the Services by you and your Permitted Users will not give rise to any legal liability on the part of you, your Permitted Users or any other person. You shall be solely responsible for any and all advice you furnish that is based on or derived from the use of the Services.
6.2 You and your Permitted Users shall not, directly or indirectly:
(a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any Software, documentation or data related to the Services;
(b) modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Donna Technologies or authorized within the Services);
(c) use the Services or any Software for timesharing or service bureau purposes;
(d) remove any proprietary notices or labels;
(e) use the Service or Software to develop any similar or competing services;
(f) use, or misuse, the Services in any way which may impair the functionality of the Software or any underlying software, systems or networks or impair the ability of any other user to use the Services; or
(g) attempt to view, access or copy any material or data other than that which you are authorised to access and to the extent necessary for you to use the Services in accordance with these Terms.
6.3 With respect to any Software that is distributed or provided to you and your Permitted Users for use on your premises or devices, Donna Technologies hereby grants you and your Permitted Users a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use such Software in connection with the Services during the Term.
6.4 You are responsible for procuring all licences, authorisations and consents required for you and your Permitted Users to use the Services, including to use, store and input User Content into, and process and distribute User Content through, the Services. You hereby represent, covenant, and warrant that you and your Permitted Users have a right to use the User Content in connection with the Services. You expressly agree to neither use the Services in a manner, nor transmit, input or store any data, that breaches any third party right (including intellectual property rights and privacy rights) or is objectionable, incorrect or misleading.
6.5 Without limiting Section 6.1 and 6.2, no individual other than a Permitted User (or, for the avoidance of doubt, an individual subscriber) may access or use the Services. An Enterprise Subscriber may authorise any member of its personnel to be a Permitted User, in which case you must provide Donna Technologies with the Permitted User’s name and other information that Donna Technologies reasonably requires in relation to the Permitted User. You must procure each Permitted User’s compliance with these Terms and any other reasonable condition notified by Donna Technologies to you.
6.6 You shall ensure that login information, security procedures and other information to which you have access in order to use the Services, are treated as Confidential Information. You shall immediately inform Donna Technologies if you have reason to believe that someone may have gained unauthorized access to such information.
6.7 A breach of these Terms by your personnel (including, for the avoidance of doubt, Permitted Users) is deemed to be a breach of these Terms by you.
7 User Content
7.1 You acknowledge and agree that Donna Technologies has the right to:
(a) collect data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning User Content and data derived therefrom, to generate tokens (i.e. representations of bits or parts of such information or data) of such data and information) as well as aggregated statistical data and analytical data (“Analytical Data”); and
(b) use Analytical Data for our internal research and product development purposes and to conduct statistical analysis and identify trends and insights.
7.2 Donna Technologies agrees to use commercially reasonable efforts to prohibit that Analytical Data contain any personally identifiable information or any specific User Content which may reasonably permit identification of a person or entity (e.g. parties to an agreement) or the legal context of a particular document (e.g. that a certain transaction is likely to take place). If Donna Technologies becomes aware of that Analytical Data contains information which may reasonably permit identification of a person or entity or the legal context of a particular document, Donna Technologies undertakes, to the extent commercially reasonable, to amend the Analytical Data and permanently delete such information.
7.3 You agree and acknowledge:
(a) that Donna Technologies shall be free (during the provision of Services to you and your Permitted Users and thereafter) to use the Analytical Data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Donna Technologies offerings; and
(b) that title to, and all intellectual property rights in, Analytical Data is and remains Donna Technologies property.
7.4 You agree and acknowledge that Donna Technologies does not take any measures to back up User Content. You are solely responsible for saving, storing and otherwise maintaining User Content including by maintaining backup copies of User Content on appropriate independent systems that do not rely on the Services.
7.5 You agree and acknowledge that Donna Technologies may process and temporarily store User Content (including any personal information) in secure servers in the EU and may access that User Content (including any personal information) in from time to time.
8 Fees and Payments
8.1 Your access and use of the Services shall be contingent on your payment of all applicable Fees, unless you are a Permitted User, in which case your access to or use of the Services shall be contingent upon your Enterprise Subscriber’s payment of the Fees.
8.2 Upon registering for Services, unless you are a Permitted User, you will be required to designate a valid payment method. You hereby authorize Donna Technologies to charge to your designated account all Fees relating to the Services you select, and you agree to pay all such Fees in accordance with the applicable payment method terms and conditions.
8.3 To ensure uninterrupted service, all subscriptions the Services are renewed automatically. You hereby authorize Donna Technologies to charge subscription Fees for the renewal period to the payment method on file. All subscriptions are renewed at the subscription level(s) and Fees in effect at the time the then-current subscription term ends.
8.4 Donna Technologies may revise the Fees, including increasing or adding new fees, at any time by giving at least thirty (30) days’ notice by email to your most recently provided email address or posted on the Site or by any other manner chosen by Donna Technologies in its discretion (acting reasonably). You will be deemed to have received any such notice that is posted on the Site on the day it was posted. Your use of the Services after the notice period constitutes your acceptance of the new or revised Fees. If you do not wish to pay the new or revised Fees, you may cancel your subscription and your right to access and use the Services, provided the notice is received by Donna Technologies before the effective date of the Fee increase. If you do not terminate these Terms and your right to access and use the Services in accordance with this Section, you are deemed to have accepted the increased Fees.
9 Intellectual Property
9.1 All intellectual property rights in and to the User Content, as well as any data that is based on or derived from the User Content and provided to you as part of the Services, are and shall remain your property. You grant Donna Technologies a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the User Content for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.
9.2 Subject to Section 9.1, all intellectual property rights in the Services, Site, and all Software and underlying software and systems, are and remains Donna Technologies’ property (and our licensors’ property). You undertake to neither contest or dispute that ownership, nor the validity of those intellectual property rights.
9.3 You and your Permitted Users may from time to time voluntarily provide Donna Technologies with suggestions, comments, recommendations, improvements, solutions, bug fixes, features, concepts, techniques, ideas, know-how and/or any feedback regarding the Services and/or any of Donna Technologies’ related technologies (“Feedback”). All intellectual property rights in that Feedback, and anything created as a result of that Feedback (including new material, enhancements, modifications or derivative works), are owned solely by Donna Technologies, to use, sell, disclose etc. at its sole discretion, without obligation or liability of any kind to you or your Permitted Users.
10.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Confidential Information” of the Disclosing Party). Confidential Information of Donna Technologies includes, without limitation, non-public information regarding features, functionality and performance of the Services. Your Confidential Information includes User Content. The parties acknowledge that User Content and other information received by Donna Technologies from you and your Permitted Users may in certain cases be information covered by Attorney Confidentiality.
10.2 Each party hereby undertakes, in perpetuity, to treat Confidential Information which may be disclosed in connection with the Services, as strictly confidential and to only disclose such information to those employees (or subcontractors) of the Receiving Party which (i) has a reasonable need to know such information (as regards you and your personnel) and (ii) require the information in order for the Donna Technologies to be able to perform, improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and Donna Technologies’ other offerings (as regards to Donna Technologies).
10.3 The obligation of confidentiality does not apply to any disclosure or use of Confidential Information:
(a) for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;
(b) which is or becomes common knowledge otherwise than as a result of a breach of these Terms;
(c) which the Party can show was in its possession before receiving such information from the Disclosing Party in connection with the Services;
(d) which a Party has received or receives from a third party without any lawful restraints as to the disclosure thereof;
(e) which a Party is legally obliged to provide under compulsory law, any court order or by order of another authority of competent jurisdiction; or
(f) information which a Party is obliged to provide and/or disclose according to applicable marketplace rules.
11 Data Collection and Personal Data
12 Warranty Disclaimer
To the maximum extent permitted by applicable law, Donna Technologies, its licensors and its suppliers expressly disclaim any and all warranties and conditions, express or implied, regarding the Services, including, but not limited to, any implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, title, non-infringement, satisfactory quality or arising from a course of dealing, law, usage, or trade practice, or regarding security, reliability, timeliness and performance. You agree that your use of the Services is at your own sole risk and that the Services are provided on an “as is,” “where is,” “as available,” “with all faults” basis, without warranties of any kind, either express or implied. Without limiting the foregoing, Donna Technologies and its licensors and its suppliers do not warrant that the operation of the Services will meet your requirements or will be uninterrupted or error-free.
13 Limitation of Liability
13.1 Donna Technologies and its representatives and employees shall not be responsible or liable with respect to any subject matter of these Terms, for any cause, including breach of contract, warranty or negligence: (i) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business; (ii) for loss of profit, revenue, savings, business, use, data (including User Content), and/or goodwill; (iii) for any indirect, incidental, special or consequential damages of any kind; (iv) for any matter beyond Donna Technologies’ reasonable control; or (v) for any amounts that, together with amounts associated with all other claims, exceed an amount equal to the Fees paid by you relating to the Services in the previous 12 months (which in the first 12 months is deemed to be the total Fees paid by you from the date that you set up an account to the date of the first event giving rise to liability); in each case, whether or not Donna Technologies has been advised of the possibility of such damages.
13.2 Donna Technologies shall not be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by you, your personal or Permitted Users failing to comply with its obligations under these Terms, or by the negligence or misconduct of Donna Technologies or its personnel.
13.3 Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the Services.
You hereby agree to indemnify and hold Donna Technologies harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of these Terms or otherwise from your and your Permitted Users’ use of the Services.
15 Term, Termination and Suspension
15.1 Unless terminated under this Section 15, your right to access and use the Services starts on the date that you set up an account, and continues until your subscription term ends in accordance with the applicable subscription plan and/or until a party gives at least thirty (30) days’ notice that these Terms and your right access to and use of the Services will terminate on the expiry of that notice, (“Term”).
15.2 Subject to Section 8.4, if the subscription option you have selected includes a minimum initial term, the earliest date for termination under Section 15.1 will be the expiry of that initial term.
15.3 Either party is entitled to terminate the parties’ agreement under these Terms with immediate effect if the other party:
(a) fails to fulfil any of its obligations under these Terms, provided such failure is of material importance to the non-breaching party and (i) the other party has failed to perform rectification not later than ten (10) days following notice thereof; or
(b) has suspended its payments, is the subject of a bankruptcy petition, commences negotiations for a composition with its creditors or applies for company reconstruction (Sw. företagsrekonstruktion), enters into liquidation or may otherwise be deemed to be insolvent.
15.4 You may terminate your subscription and your right to access and use the Services in accordance with Section 8.4.
15.5 On termination or expiration, you must pay all Fees for the provision of the Services prior to that termination or expiration. No compensation is payable by Donna Technologies to you as a result of termination for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.
15.6 Without limiting any other right or remedy available to us, Donna Technologies may restrict or suspend you and/or your Permitted Users access to and use of the Service and/or delete, edit or remove the relevant User Content if Donna Technologies consider that you or any of your Permitted Users have:
(a) undermined, or attempted to undermine, the security or integrity of the Service, Software or underlying software, systems or networks;
(b) used, or attempted to use, the Service: (i) for improper purposes; (ii) in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service
15.7 Sections which, by their nature, are intended to survive termination of these Terms, including Sections 7 (User Content), 9 (Intellectual Property), 10 (Confidentiality), 12 (Warranty Disclaimer), 13 (Limitation of Liability), 14 (Indemnification), 15.7, 16 (Miscellaneous), 17 (Governing Law and Dispute Resolution), continue in force. Termination or expiration does not affect either party’s rights and obligations that accrued before termination or expiration.
16.1 If a party fails to perform a contractual duty due to an impediment beyond its reasonable control and it could not reasonably have been expected to have taken the occurrence of the impediment into account at the time of conclusion of the contract and it could not reasonably have avoided or overcome the effects of the impediment, that party is relieved from its duty to perform its obligations under the contract during the length of time required to overcome the effects of any such impediment.
16.2 No person other than you and Donna Technologies have any right to a benefit under, or to enforce, these Terms.
16.3 For Donna Technologies to waive a right under these Terms, that waiver must be an instrument in writing duly executed by Donna Technologies. In no event shall any delay, failure or omission of a Donna Technologies in enforcing, exercising or pursuing any right, claim or remedy under these Terms be deemed as a waiver thereof, unless such right, claim or remedy has been expressly waived in writing.
16.4 Subject to Section 3 (Changes), these Terms may only be amended, changed or modified by an instrument in writing duly executed by the parties.
16.5 If Donna Technologies needs to contact you, we may do so by email or by posting a notice on the Site or the Services user dashboard. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to Donna Technologies under or in connection with these Terms by emailing firstname.lastname@example.org.
16.6 You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer. Donna Technologies may assign its rights and/or obligations under these Terms to any legal entity which directly or indirectly controls, is controlled by or under common control with the Donna Technologies.
16.7 If any provision of these Terms (or the application thereof) shall be declared or deemed void, invalid or unenforceable in whole or in part for any reason, the remaining provisions of these Terms shall continue in full force and effect. The parties shall seek to amend such void, invalid or unenforceable provisions and thereby these Terms in order to give effect to, so far as is possible, the spirit of these Terms and to achieve the purposes intended by the parties. If the parties are unable to agree upon an amendment to any void, invalid or unenforceable provision, such provision shall be treated for all purposes as severed from these Terms. The remainder of these Terms shall remain in full force and effect.
17 Governing Law and Dispute Resolution
17.1 These Terms shall be governed by and construed in accordance with the laws of Sweden.
17.2 Subject to Section 17.3, any dispute, controversy or claim arising out of or in connection with these Terms, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Malmö, Sweden. The language to be used in the arbitral proceedings shall be English. The Parties undertake and agree that all arbitral proceedings conducted with reference to this Agreement will be kept strictly confidential.
17.3 If you are a consumer (Sw. konsument), any dispute, controversy or claim arising out of or in connection with this Agreement shall be settled by a Swedish court of general jurisdiction.
17.4 If these Terms, or any part thereof, is assigned to a third party, such third party shall be automatically bound by the provisions of this Section 17.