Terms of Service

THIS USER AGREEMENT (this “Agreement”) is a legal agreement between Donna Technologies AB, a Swedish limited liability company with offices at Bredgatan 4, 21130 Malmö (“Donna Technologies”) and the individual (“User”) that is identified on Donna Technologies' online registration page for the Donna Technologies service offering (the “Registration Page”). This Agreement governs User’s use of Donna Technologies' Services (the “Services”).

BY CLICKING THE “I ACCEPT” BUTTON DISPLAYED AS PART OF THE REGISTRATION PROCESS FOR THE SERVICE, YOU AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE, AND THAT YOU AGREE TO THE TERMS OF THIS AGREEMENT AND WILL COMPLY WITH THEM WHEN USING THE SERVICE.

  1. Services. The Services mean the services to be provided by Donna Technologies, comprising (i) access via cloud or local installation to Donna Technologies’ proprietary contract editing tool, together with any fixes, updates, enhancements or upgrades thereto, but not including additional modules for the Donna Tool, or new products or services that Donna Technologies may make available from time to time (collectively, the “Donna Tool”); and (ii) online support & training as Donna Technologies in its sole discretion makes available

  2. Term and Termination. The term of this Agreement will continue unless and until terminated by either party upon written notice to the other party. Donna Technologies may provide the User with notice of termination by email to the User email address provided by User on the Registration Page. The following provisions will survive any termination of this Agreement: Section 3 (“Intellectual Property Rights; License”) (except as expressly provided therein), Section 4 (“Restriction on Use”) Section 5 (“Confidentiality”), Section 6 (“Privacy”), Section 7 (“Cross Border Data Transfers”), Section 8 (“Representations and Warranties; Disclaimer”), Section 9 (“Liability”), Section 10 (“Changes to Agreement; Inactivity or Cancellation or Termination of Subscription”) and Section 11 (“Miscellaneous”) .

  3. Intellectual Property Rights; License

    (a) User Documents, Reports & License. The User retains all right, title and interest (including, but not limited to, intellectual property rights) in and to all contracts and documents that are reviewed and edited making use of the Donna Tool (the “User Documents”), any suggestions for change or amended agreements generated by the Donna Tool based on the User Documents and provided to the User (“Reports”).

    (b) License. During the term of this Agreement, the User grants Donna Technologies a non-exclusive license to access the User Documents to: (i) convert the User Documents to an anonymised collection of token that does not identify, or reasonably permit identification of any User specific data (the “Donna Abstract(s)”); (ii) the generation of Reports making use of the Donna Abstract ; and (iii) the generation of aggregate summaries of Donna Abstracts to investigate or correct system errors or otherwise improve the functioning of the Donna Tool and the Services.

    (c) Donna Technologies retains all right, title and interest (including, but not limited to, intellectual property rights) in and to the Services, the Donna Tool, including all of the software, code, interfaces, processes, images, graphics, text or other materials contained therein, and other technology used by Donna Technologies in providing the Services (the “Donna Technology”), Donna Technologies’ Confidential Information, any documentation made available to User by Donna Technologies for use with the Services, the collective ideas, know-how, inventions, methods, or techniques developed or conceived as a result of providing the Services hereunder, including any derivative works, improvements, enhancements and/or extensions made to the Services and the Usage Data. Any modifications to the Services, including in response to the User’s paid-for customization request, will be the sole property of Donna Technologies. During the term of this Agreement and in accordance with this Agreement, Donna Technologies grants to the User a limited, non-exclusive, non-transferable, non-assignable and non-sublicensable worldwide license to permit User to access and use the Donna Tool solely for the User’s internal business purposes.

  4. Restrictions on Use. The User shall not, directly or indirectly: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Donna Tool; (ii) copy, modify or create derivative works based on the Donna Tool; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer User’s rights to use the Donna Tool; (iv) use the Donna Tool for timesharing or service bureau purposes or otherwise for the benefit of a third party; (v) use the Donna Tool to develop any similar or competitive service; (vi) use the Services or any User Documents or Reports in violation of any applicable laws or third party rights; (vii) introduce any viruses, worms, malware or other destructive code into the Donna Tool; (viii) bypass any measures Donna Technologies uses to restrict access to the Donna Tool, or (ix) remove or modify any proprietary marking or restrictive legends placed on the Donna Tool. User represents, warrants and covenants that it: (i) has all necessary rights to use the User Documents in connection with the Donna Tool without violating any fiduciary duty, duty of confidentiality, contractual obligation or Applicable Laws; (ii) will not use, or permit the use of, the Services, the User Documents or the Reports for illegal, fraudulent, or unethical purposes or otherwise in a manner that could give rise to civil or criminal liability; and (iii) will not interfere with or impede the ability of others to use the Services.

  5. Confidentiality. The parties acknowledge and agree that, as a result entering into and performing this Agreement, each party (the “Receiving Party”) has and will have access to certain confidential information (“Confidential Information”) of the other party (the “Disclosing Party”). “Confidential Information” means all information provided by the Disclosing Party to the Receiving Party hereunder that is (i) proprietary and/or non-public information related to the business activities of the Disclosing Party, its subsidiaries, and its affiliates, including any business plans, strategy, pricing, or financial information; (ii) information relating to the Disclosing Party’s methods, processes, model contracts and contract clauses, data, information technology, network designs, passwords, and sign-on codes; (iii) the terms of this Agreement; and/or (iv) any other information that is designated as confidential by the Disclosing Party. Confidential Information of Donna Technologies shall also include the Services and the Donna Tool, and Confidential Information of the User shall also include the User Documents and Reports. Confidential Information does not include information that is or was, at the time of the disclosure: (i) generally known or available to the public; (ii) received by Receiving Party from a third party; (iii) already in Receiving Party’s possession prior to the date of receipt from Disclosing Party; or (iv) independently developed by the Receiving Party without reference to Disclosing Party’s Confidential Information, provided in each case that such information was not obtained by the Receiving Party as a result of any unauthorized or wrongful act or omission, or breach of this Agreement, or breach of any legal, ethical or fiduciary obligation owed to the Disclosing Party. At all times the Receiving Party shall: (1) use the same standard of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but not less than a commercially reasonable standard of care, (2) not use the Disclosing Party’s Confidential Information other than as permitted under this Agreement, and (3) not disclose, distribute, or disseminate the Confidential Information to any third party, except as permitted by this Agreement.

  6. Privacy. User’s access to the Services is via the Donna Technologies website. As such, a User’s interaction with the website, and any information provided by User at the Registration Page, is governed by the website’s Privacy Policy.

  7. Cross Border Data Transfers. For Users that are required to comply with international data protection laws and regulations governing the international or cross-border data transfer of information, please be advised that the data centres in which the infrastructure for the Services, User Documents and Reports are housed are located in the jurisdiction selected by Donna Technologies for User, which may or may not be the same as the jurisdiction in which User is located, however notwithstanding the foregoing, for Users located in an EU Member State, Donna Technologies will make use of data centres within the EU. User should not use the Services if this is a problem under local data protection laws and agrees to indemnify Donna Technologies and its employees, agents, affiliates and subsidiaries against any claims related to breach of data transfer restrictions contained in local data protection laws.

  8. Representations and Warranties; Disclaimer. Each party represents and warrants that this Agreement constitutes its valid and binding obligation and is enforceable against it in accordance with the terms of this Agreement. except for the express warranties stated in this section 7, Donna Technologies disclaims all other representations and warranties, whether implied by operation of law or otherwise, including, without limitation, any warranties of merchantability, fitness for a particular purpose, non-infringement, error-free or uninterrupted operation, and any representations or warranties arising from a course of performance, course of dealing or usage of trade. Without limiting the foregoing, Donna Technologies systems makes no warranty that (i) the Services, including the Donna Tool, the proposed corrections in the User Documents, or any other services or deliverables provided hereunder (collectively, the “materials”) will meet the requirements of the User or operate in combination with any hardware, software or data not provided by Donna Technologies, (ii) the services will be uninterrupted, timely, secure, or error-free, (iii) the results that may be obtained from the use of the materials will be accurate, reliable or legally correct, or (iv) any errors in the materials will be corrected. the materials are provided on an “as is” and “as available” basis with all defects. No oral or written information or communications given by Donna Technologies, its employees, or agents will increase the scope of the above warranty or create any new or additional warranties.

  9. Liability. Except for damages arising from a party’s fraud or wilful misconduct or misappropriation of intellectual property rights: in no event will (i) either party be liable for indirect, special, incidental or consequential damages, including, but not limited to, loss of profits, loss of revenues, data loss or usage, or loss of opportunities, arising out of or relating to this Agreement or the Services, even if such party has been advised of the possibility of such damages and (ii) either party's total liability arising out of or relating to this Agreement and/or the Services, regardless of cause or theory of recovery, exceed one hundred dollars ($100). To the extent any liability of a party cannot be disclaimed, excluded or limited as aforesaid under applicable law, such liability shall be disclaimed, excluded and limited to the fullest extent permitted under applicable law.

  10. Changes to Agreement; deletion of Documents; Inactivity or Cancellation or Termination of Subscription.

    (a) Donna Technologies may amend the terms of this Agreement from time to time by posting the revised terms of this Agreement on Donna Technologies’ website and/or by providing written notice of such amendment to the User. Any revised terms of this Agreement will take effect from the date of posting or notice to the User, unless otherwise specified in such posting or notice. The User should check Donna Technologies’ website frequently for any such revisions. The User’s continued use of the Services shall be deemed to constitute its acceptance of any such revised terms of this Agreement.

    (b) Upon a prolonged period of inactivity, or any cancellation or termination of User’s subscription to the Services, Donna Technologies will have no obligation to maintain or provide access to the User Documents or the Reports.

    (c) Donna Technologies is not under any obligation to keep or store User Documents and Reports, and Donna Technologies reserves the right to delete or destroy all copies of the User Documents and the Reports in the normal course of operation at any time as Donna Technologies deems fit. The User Documents and Reports cannot be recovered once they are deleted or destroyed.

  11. Miscellaneous.

    (a) The relationship of the parties under this Agreement is one of independent contractors.

    (b) This Agreement sets forth the entire agreement of the parties as to its subject matter and supersedes all prior agreements, negotiations, representations, and promises between them with respect to its subject matter.

    (c) Neither party shall be in default if its failure to perform or delay in performing any obligation under the Agreement (other than payment obligations) is caused by Force Majeure. Neither party may assign this Agreement, in whole or in part, without the other party’s prior written consent, not to be unreasonably withheld; provided, however, that Donna Technologies may assign the Agreement without User’s consent to any entity that acquires all or substantially all of the business or assets of Donna Technologies related to the Services, whether by merger, reorganization, acquisition, sale, operation of law, change in control or otherwise. Any assignment made in conflict with this provision shall be void.

    (d) This Agreement is binding upon and will inure to the benefits of each of the parties and their respective successors and assigns.

    (e) A waiver of rights under this Agreement will not be effective unless it is in writing and signed by an authorized representative of the party that is waiving the rights. Nothing in this Agreement is intended or shall be construed to give any person, other than the parties hereto, their successors and permitted assigns, any legal or equitable right, remedy or claim under or in respect of this Agreement.

    (f) If any provision of the Agreement, or portion thereof, is found to be invalid, unlawful or unenforceable to any extent, the parties shall negotiate in good faith amendments to the Agreement to reflect the original intent of the parties as closely as possible. Such invalid provision or portion thereof will be severed from the remaining provisions, which will continue to be valid and enforceable to the fullest extent permitted by applicable laws.

    (g) This Agreement, and any and all disputes directly or indirectly arising out of or relating to this Agreement, will be governed by and construed in accordance with the laws of Sweden, without reference to the choice of law rules thereof. The parties agree to submit to the exclusive jurisdiction over all disputes hereunder to the courts in Malmö, Sweden. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument.