/Docs//S/Sandbox/NordicToS/Form/0.md
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Ti = Terms of Service
0.sec = Effective {EffectiveDate.Date}
{VersionDate.Date}
Note = "Party" appears in initial cap one place, and is not defined. Probably a copy-paste error.
1. = [S/Sandbox/NordicToS/Sec/Agree/0.md]
2. = [S/Sandbox/NordicToS/Sec/Use/0.md]
3. = [S/Sandbox/NordicToS/Sec/Def/0.md]
4. = [S/Sandbox/NordicToS/Sec/Fee/0.md]
5. = [S/Sandbox/NordicToS/Sec/LicenseFromSite/0.md]
6. = [S/Sandbox/NordicToS/Sec/LicenseFromUser/0.md]
7. = [S/Sandbox/NordicToS/Sec/Add-Ons/0.md]
8.Ti = Proprietary Rights
8.1.sec = Title to the {_Software} shall not pass from {_Site_Name} to {_You} and the {_Software} shall at all times remain the sole and exclusive property of {_Site_Name}. Subject to the foregoing, {_You} shall own all right, title and interest in and to the {_Applications}.
8.2.sec = {_You} acknowledge and agree that {_Site_Name} (or {_Site_Name}’s licensors) own all legal right, title and interest in and to the {_Service}, including any intellectual property rights which subsist in the {_Service} (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
8.3.sec = Except as provided in Section 6 (“License from You”), {_Site_Name} acknowledges and agrees that it obtains no right, title or interest from {_You} (or your licensors) under these {_Terms} in or to any {_Content} or {_Applications} that {_You} create, submit, post, transmit or display on, or through, the {_Service}, including any intellectual property rights which subsist in that {_Content} and the {_Application} (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless {_You} have agreed otherwise in writing with {_Site_Name}, {_You} agree that {_You} are responsible for protecting and enforcing those rights and that {_Site_Name} has no obligation to do so on your behalf.
8. = [G/Z/ol/s3]
9.Ti = User-generated Components
9.1.sec = For purposes of this Chapter 9, “{DefT.User-Generated_Component}” means a component or feature that a user of {_Service} has created. {_You} may share a {_User-Generated_Component} that you have created, or of which you are otherwise entitled to dispose, on the {_Site_Name} community marketplace.
9.2.sec = By sharing a {_User-Generated_Component} on the {_Site_Name} community market place, {_You} grant {_Site_Name}, with a waiver of any obligation of confidentiality and non-use, a perpetual, irrevocable, world-wide, royalty-free and fully paid-up right to utilize the {_User-Generated_Component} and any intellectual property right applicable thereto or associated therewith, including without limitation by copying, further distributing, modifying and by creating derivative works therefrom for non-commercial or commercial purposes and grant access to and sublicense the {_User-Generated_Component} to third parties for these purposes. {_You} understand and agree that after you have shared a {_User-Generated_Component} on {_Site_Name} community marketplace, {_Site_Name} has the sole discretion to decide whether such {_User-Generated_Component} will be utilized, including but not limited to keeping such {_User-Generated_Component} available for other users in the {_Site_Name} community marketplace.
9.3.sec = {_Your} use of {_User-Generated_Components} available on {_Site_Name} community marketplace is subject to these {_Terms}, and any possible additional terms. {_Site_Name} provides the {_User-Generated_Components} made available on the {_Site_Name} community marketplace “as is” and “as available” and without any warranties regarding the functionality, faultlessness, fit for a particular purpose and non-infringement. {_Site_Name} shall not be responsible for the {_User-Generated_Components}, the content therein, nor any claims that {_You} or any other party may have relating to that {_User-Generated_Component} or {_Your} use of that {_User-Generated_Component}.
9.4.sec = {_You} have the right to use a {_User-Generated_Component} as a part of your {_Application} (a subject to any possible additional terms). The license granted hereby to {_You} to use any {_User-Generated_Component} is personal to {_You}, and you may not provide or resell User Generated_Component to other users or third parties unless otherwise agreed with {_Site_Name}.
9. = [G/Z/ol/s4]
10.Ti = Modification and Termination of the {_Service}
10.1.sec = {_Site_Name} is constantly innovating in order to provide the best possible experience for its users. {_You} acknowledge and agree that the form and nature of the {_Service} which {_Site_Name} provides may change from time to time without prior notice to {_You}, subject to the terms in Section 4.2 (Fees for Use of the {_Service}). Changes to the form and nature of the {_Service} will be effective with respect to all versions of the {_Service}; examples of changes to the form and nature of the {_Service} include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.
10.2.sec = {_You} may terminate these {_Terms} at any time by canceling your account on the {_Service}. {_You} will not receive any refunds for any {_Service} purchased but not yet delivered if {_You} cancel your account.
10.3.sec = {_You} agree that {_Site_Name}, in its sole discretion and for any or no reason, may terminate your account or any part thereof. {_You} agree that any termination of your access to the {_Service} may be without prior notice, and {_You} agree that {_Site_Name} will not be liable to {_You} or any third party for such termination.
10.4.sec = {_You} are solely responsible for exporting your {_Content} and {_Application}(s) from the {_Service} prior to termination of your account for any reason, provided that if we terminate your account, we will provide {_You} a reasonable opportunity to retrieve your {_Content} and {_Application}(s).
10.5.sec = Upon any termination of the {_Service} or your account these {_Terms} will also terminate, but Sections 8 (“Proprietary Rights”), 10 (“Modification and Termination of the {_Site_Name} Service”), 11 (“Exclusion of Warranties”), 12(“Limitation of Liability”), 13 (“Indemnification”), 14 (“Confidential Information”) and 17 (“General Legal Terms”) shall continue to be effective after these {_Terms} are terminated.
10.6.sec = {_You} understand and agree that {_Site_Name} may suffer irreparable harm in the event that {_You} fail to comply with any of its obligations under this {_Agreement}, and that monetary damages in such event may be inadequate to compensate {_Site_Name}. Consequently, in such event {_Site_Name} may be entitled, in addition to such monetary relief as may be recoverable by law, to such temporary, preliminary and/or permanent injunctive relief as may be necessary to restrain any continuing or further breach by {_You}.
10. = [G/Z/ol/s6]
Note = something of a work-around to allow working with text in lower-case but present in UPPERCASE.
11.sec = {Warranty.sec}
11.Ti = Exclusion of Warranties
Warranty.1.sec = Nothing in these {_Terms}, including Sections 12 and 13, shall exclude or limit {_Site_Name}’s warranty or liability for losses which may not be lawfully excluded or limited by applicable law.
Warranty.2.sec = {_You} expressly understand and agree that {_You}r use of the {_Service} is at {_You}r sole risk and that the {_Services} are provided "as is" and "as available."
Warranty.3.sec = {_Site_Name}, its holding company, subsidiaries and affiliates, and its licensors make no express warranties and disclaim all implied warranties regarding the {_Services}, including implied warranties of merchantability, fitness for a particular purpose and non-infringement. Without limiting the generality of the foregoing, {_Site_Name}, its holding company, subsidiaries and affiliates, and its licensors do not represent or warrant to {_You} that: (a) {_You}r use of the {_Services} will meet {_You}r requirements, (b) {_You}r use of the {_Services} will be uninterrupted, timely, secure or free from error, and (c) usage data provided through the {_Services} will be accurate.
Warranty. = [G/Z/ol/s3]
12.sec = {LimitLiability.sec}
12.Ti = Limitation of Liability
LimitLiability.1.sec = Subject to the Warrant Section above, {_You} expressly understand and agree that {_Site_Name}, its holding company, subsidiaries and affiliates, and its licensors shall not be liable to {_You} for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by {_You}, however caused and under any theory of liability. This shall include, but not be limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible loss.
LimitLiability.2.sec = The limitations on {_Site_Name}’s liability to {_You} in the paragraph above shall apply whether or not {_Site_Name} has been advised of or should have been aware of the possibility of any such losses arising.
LimitLiability. = [G/Z/ol/s2]
13.Ti = Indemnification
13.sec = {_You} agree to hold harmless and indemnify {_Site_Name}, and its holding company, subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively "{_Site_Name} and Partners") from and against any third party claim arising from or in any way related to (a) your breach of the {_Terms}, (b) your use of the {_Service}, (c) your violation of applicable laws, rules or regulations in connection with the {_Service}, or (d) your {_Content} or your {_Application}, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, {_Site_Name} will provide {_You} with written notice of such claim, suit or action.
14.Ti = Confidential Information
14.sec = {_Site_Name} may disclose to {_You} certain {_Confidential_Information} (as defined below). {_You} agree that the {_Confidential_Information} is the sole and exclusive property of {_Site_Name} (or a third party providing such information to {_Site_Name}) and that {_Site_Name} or such third party owns all world-wide rights therein under patent, copyright, trade secret, confidential information, or other proprietary rights. The disclosure of the {_Confidential_Information} to {_You} does not confer upon {_You} any license, interest or rights of any kind in or to the {_Confidential_Information}. {_You} shall hold in confidence and will not, directly or indirectly, use, reproduce, distribute, reverse engineer, decompile, transfer, or disclose the {_Confidential_Information} or any portion thereof other than as necessary to perform its obligations or exercise its rights under this {_Agreement}. {_You} shall return to {_Site_Name} all {_Confidential_Information}, together with all copies and material relating thereto (a) upon termination or expiration of this {_Agreement} for any reason, or (b) upon request by {_Site_Name}. {_Your} obligations with regard to the {_Confidential_Information} shall remain in effect during the term of this {_Agreement} and for a period of five (5) years thereafter. As used herein, "{DefT.Confidential_Information}" means non-public information of {_Site_Name} that is disclosed to {_You}, including but not limited to the {_Software} and {_Documentation}.
15.Ti = Customer Data and Processing of Personal Data
15.1.sec = Where {_Site_Name} processes {_Customer_Data} in the course of providing the {_Service}, such processing of {_Customer_Data} shall be governed by this Section 15, unless a separate agreement on the processing of personal data has been entered into. In case another agreement on the processing of personal data has been entered into, such another agreement shall prevail.
15.2.sec = Where {_Site_Name} processes {_Customer_Data} in the course of providing the {_Service}, {_Site_Name} undertakes to comply with the requirements set out in the {_GDPR} directly applicable to {_Site_Name}’s provision of its Services, and this {_Agreement}. {_Site_Name} undertakes to process {_Customer_Data} only to the extent required to perform its duties under this {_Agreement} and to provide the {_Site_Name} Service, and not for any other purposes. This {_Agreement} shall be deemed to form the written instructions given by {_You} to {_Site_Name}.
15.3.sec = {_Site_Name} undertakes to ensure that its employees or subcontractors or other persons to whom {_Site_Name} has provided access to {_Customer_Data}, are authorized and properly trained with a "need-to-know" and are subject to a contractual confidentiality obligation or to an appropriate statutory confidentiality obligation.
15.4.sec = {_Site_Name} shall implement and maintain appropriate technical and organizational measures required pursuant to the {_GDPR}, to prevent unauthorized access, disclosure, alteration or destroying of {_Customer_Data}. {_Site_Name} follows its service provider’s standard back-up procedures for the {_Customer_Data}. In the event of any loss or damage to the {_Customer_Data}, {_Your} sole and exclusive remedy shall be for {_Site_Name} to use reasonable commercial efforts to restore the lost, altered or damaged {_Customer_Data} from the latest back-up of such {_Customer_Data} maintained by {_Site_Name} or its service provider. Upon {_Your} written request, {_Site_Name} shall provide {_You} with sufficient information to enable {_You} to ensure that {_Site_Name} complies with its obligations under the {_GDPR} and this {_Agreement}, including ensuring that the appropriate technical and organizational security measures have been implemented.
15.5.sec = Taking into account the nature of the {_Service}, {_Site_Name} shall, in accordance with {_Your} request and against a reasonable compensation, assist {_You} (for example by means of appropriate technical and organizational measures) in carrying out the requests on the fulfilment of the rights of the data subjects laid down in the {_GDPR}, but only to the extent {_You} cannot itself fulfil such requests. {_Site_Name} shall promptly notify {_You} of any and all inquiries and questions of the data subjects addressed directly to the {_Site_Name}, as well as requests regarding the fulfilment of the rights of the data subjects.
15.6.sec = Upon {_Your} request, and in accordance with the request, {_Site_Name} shall, against a reasonable compensation, assist {_You} in carrying out {_Your} obligations laid down in the {_GDPR}, such as carrying out data protection impact assessment and prior consultation, and for such purpose, make available to {_You} any information available to {_Site_Name} reasonably required and necessary for {_You} to demonstrate its compliance with the obligations laid down in the {_GDPR}. {_Site_Name} shall be obliged to provide such assistance only insofar that {_Your} obligations can not be met by {_You} through other means. {_Site_Name} shall promptly inform {_You} of any and all inquiries and questions of supervisory authorities or other authorities related to or affecting the {_Customer_Data}, unless otherwise prohibited, such as by a prohibition under criminal law to preserve the confidentiality of a law enforcement investigation.
15.7.sec = {_Site_Name} shall document all security breaches that may affect {_Customer_Data} and which {_Site_Name} has become aware of ("{DefT.Personal_Data_Breach}"), the consequences and impacts of the {_Personal_Data_Breach} as well as the actions taken by {_Site_Name} to mitigate the impacts of such {_Personal_Data_Breach}. In addition, {_Site_Name} shall inform {_You} in writing of any {_Personal_Data_Breach}es promptly after becoming aware of such.
15.8.sec = {_You} hereby authorize {_Site_Name} to use subcontractors in the processing of {_Customer_Data}. The list of subcontractors used by {_Site_Name} from time to time is available at {Site.Subcontractor.Link}. When using subcontractors, {_Site_Name} shall enter into a written agreement with each subcontractor, requiring the subcontractor to comply with obligations no less protective than those applicable to {_Site_Name} under this Section 15 and the {_GDPR}. In the event {_Site_Name} makes any changes or additions to the list of subcontractors, the current list is made available to {_You} at the web address specified above, thereby giving {_You} the opportunity to object to such changes by notifying {_Site_Name} promptly in writing within then (10) business days after any updates are made by {_Site_Name} to the list of subcontractors. In the event of such objection by {_You}, {_Site_Name} will take commercially reasonable steps to address {_Your} objection and provide {_You} with reasonable written explanation of the steps taken to address such objection. Should {_You} deem that the steps taken by {_Site_Name} are not sufficient to cure {_Your} objection, either Party shall have the right to terminate the {_Agreement}.
15.9.sec = Where any {_Customer_Data} are or will be transferred outside of the EEA to a country not adducing an adequate level of data protection, EU Standard Contractual Clauses for processors shall be entered into between the data importer and {_You} (as the case may arise, with the {_Site_Name} acting on behalf of {_You}), or another adequate data transfer mechanisms shall be in place in accordance with the {_GDPR}; it being agreed that you hereby authorize {_Site_Name} to sign in the name of {_You} and on behalf of {_You} the Standard Contractual Clauses.
Note = "Customer" probably should be "Customer Data".
15.10.sec = {_You} agree to comply with the obligations set out in the {_GDPR} and any other privacy and data protection regulation to which you are subject. {_You} warrant that {_You} have the right to transfer Customer to {_Site_Name} for processing. {_You} warrant that {_You} have, as a controller, carried out or will carry out necessary measures for full compliance with the {_GDPR} and any other privacy and data protection regulation to which you are subject. {_You} shall remain fully responsible and liable for having duly complied with {_Your} statutory obligations, including without limitation, informing data subjects about the specifics of processing of personal data related to them. {_You} acknowledge and agree that it is the responsibility of {_You} to ensure that {_Your} use of the {_Service} complies with the laws and regulations to which {_You} are subject.
15.11.sec = {_You} shall without delay inform {_Site_Name} of any matters that are of relevance for {_Site_Name} to fulfil its obligations specified in this {_Agreement}, the {_GDPR} or any other applicable privacy and data protection regulation. For avoidance of doubt it is hereby stated that {_Site_Name} shall not in any way be responsible or liable towards {_You}, the data subjects or third parties for any damages or claims arising from failure of {_You} in fulfilling {_Your} statutory obligations or obligations of {_You} based on this {_Agreement}.
15.12.sec = {_Site_Name} shall, after ninety (90) days from the termination of the {_Agreement} destroy or anonymize the {_Customer_Data}, unless the {_Customer_Data} have already been destroyed or anonymized or, unless EU or Member State law to which {_Site_Name} is subject requires storage of the copies of data. Notwithstanding anything to the contrary, {_Site_Name} shall not be required to delete copies of the {_Customer_Data} from its backup servers until such time that the backup copies are scheduled to be deleted.
15.13.sec = It is hereby expressly stated that {_Site_Name} is obligated to comply with the {_GDPR} regardless of the content of this {_Agreement}. Should there be a conflict between the {_GDPR} and the provisions of this {_Agreement}, {_Site_Name} is entitled and obliged to comply with the {_GDPR} and such actions of complying with the {_GDPR} shall not be deemed as a breach of obligations of the {_Agreement}. {_Site_Name} shall without undue delay inform {_You} of such discrepancies.
15. = [G/Z/ol/s13]
16.Ti = Changes to the {_Terms}
16.1.sec = {_Site_Name} may make changes to these {_Terms} from time to time. If we change the {_Terms} in any substantive way, we will give {_You} at least seven (7) days notice before the changes take effect, during which period of time {_You} may reject the changes by terminating your account.
16.2.sec = {_You} understand and agree that if {_You} use the {_Service} after the date on which the {_Terms} have changed, {_Site_Name} will treat your use as acceptance of the updated {_Terms}.
16. = [G/Z/ol/s2]
17.Ti = General Legal {_Terms}
17. = [S/Sandbox/NordicToS/Sec/Misc/0.md]
00.sec = © {CopyrightDate.Date} {SiteOwner.Name} All rights reserved. {_Site_Name} is a registered trademark of {SiteOwner.Name}
= [G/Z/ol/17]
_Add-on = Add-on
_Add-ons = Add-ons
_Agreement = Agreement
_Application = Application
_Applications = Applications
_Confidential_Information = Confidential_Information
_Content = Content
_Customer_Data = Customer Data
_Documentation = Documentation
_GDPR = GDPR
_Idea = Idea
_Ideas = Idea
_Marks = Marks
_Personal_Data_Breach = Personal_Data_Breach
_Premium_Services = Premium Services
_Service = Service
_Services = Services
_Site_Name = Site Name
_Site_Name = {Site.Name}
_Software = Software
_Terms = Terms
_User-Generated_Component = User-Generated Component
_User-Generated_Components = User-Generated Components
_You = You
_Your = Your
Note = Where the term is defined (if no section for the definition).
Def.GDPR.sec = {_GDPR}
Def.Premium_Services.sec = {_Premium_Services}
Def.Marks.sec = {_Marks}
Def.Ideas.sec = {_Ideas}
Def.Terms.sec = {_Terms}
Def.Agreement.sec = {_Agreement}
Def.Add-ons.sec = {_Add-ons}
Def.Confidential_Information.sec = {_Confidential_Information}
Def.Personal_Data_Breach.sec = {_Personal_Data_Breach}
Def.Site_Name.sec = {SiteOwner.Name}
Def.User-Generated_Component.sec = {_User-Generated_Component}