EXCEL-WEST International owns and operates this Web site and the EXCEL-WEST
Office On the Internet TM
(aka OfficeOnTheInternet TM,
OfficeOnTheInternet.comTM
) service. The Web site and the EXCEL-WEST
Office On the Internet TM service offer certain content,
information, products, services and features. The following documents set forth
certain policies and legal information concerning the Web site, the EXCEL-WEST
Office On the Internet TM service and your use of these.
Please note that EXCEL-WEST may update any of the following documents at any
time. Users will be notified of updates to these documents through information
on our Web sites, in our newsletters or as stated in the particular document in
question. If you have any questions regarding the following information, you may
contact info@excel-west.com
The Security Policy explains our security and accessibility policies.
The Privacy Statement explains our information gathering and dissemination practices.
The Terms of Use have to be accepted upon registering as a new user with
EXCEL-WEST Office On the Internet TM.
The Customer Agreement takes effect upon becoming a paying customer. It is accepted by the customer during the purchase process of our products.
The Legal Disclaimer clarifies the terms and conditions under which information is provided on this Web site.
EXCEL-WEST International AB (hereinafter referred to as "EXCEL-WEST") has
created this Security Policy in order to demonstrate our firm commitment to
security. The following discloses our security and accessibility policies.
Site certificate information
EXCEL-WEST understands that the security of your personal information and
business details is important to you. Whenever you submit personally
identifiable or business identifiable information or transfer other
information and documents to and from EXCEL-WEST Office On the Internet
TM, you will be doing so
through our secure servers.
The EXCEL-WEST Office On the Internet
TM service only allows secure browsers access to the system.
The browser's "secure mode" is in place only when you are logged in to the
system. You will be able to tell that you are in a secure mode when your
browser displays a special icon on the lower bar of your browser window.
Every secure page (i.e. every part of the user interface) on EXCEL-WEST Office
On the Internet TM
has been secured with a digital certificate by VeriSign, Inc. or a VeriSign
partner. This is shown via the "site certificate" that is resident on all
secure pages. To view this certificate, click on the image of the closed lock
on the bottom bar of your browser window. A small frame displaying site
security information will appear. This allows you to verify the site
certification authority and that you are in fact on EXCEL-WEST Office On the
Internet TM or a
sub-domain of EXCEL-WEST Office On the Internet TM, e.g. OfficeOntheInternet.excel-west.com.
User identification
Only the members of a project place can see the project place and access its
contents. Each user selects his/her own password for EXCEL-WEST Office On the
Internet TM. The
users' passwords are stored in a one-way encrypted format and are not
accessible to employees of EXCEL-WEST.
After entering the required registration information as a new user you will be
able to access your user account immediately. The password is chosen directly
as part of the registration process and not sent to you by any other means.
If you have forgotten your password, or your password is not working for some
reason, you can re-establish your identity with the system as follows:
A password system has been established to ensure that only you can access
your personal information and project places. The acceptable minimum password
length is 6 characters. We recommend that you use a random combination of
letters, numbers, and cases to provide added protection (for instance:
'Hfg358mz' would be a good password).
Each time you login to the system you will be required to authenticate your
identity by entering your previously supplied e-mail address and password.
Upon successful login, you are issued a unique "session id" (does not include
any personally identifiable information) which allows you to remain active as
long as actions are performed in the system at least once every 30 minutes,
after which any further actions require you to re-enter your e-mail address
and password. If an incorrect password is supplied, or if you simply forget
your password, you may need to re-establish your identity following the
instructions above.
After an undisclosed number of unsuccessful login attempts, you will be locked
out.
Protection of information being transmitted
We use encryption technology to ensure the safe transmission of your
information and documents when logged into the system. Your browser provides
security by allowing us to use Secure Socket Layer (SSL) encryption up to
128-bit key length encryption when transmitting information and documents. The
number of bits of secret key length varies between 40 and 128 depending on
your browser's capability. The highest available bit length is always used.
All communication between your computer and EXCEL-WEST Office On the Internet
TM is encrypted using SSL.
Protection of stored information
EXCEL-WEST takes many measures to protect client information while it is
stored, including:
In addition to client data, some personal information is stored in our databases and in browser cookies. For a complete list of what personal and demographic information is stored at EXCEL-WEST Office On the Internet TM we refer to our Privacy Statement, which is available at http://www.excel-west.com/Office On the Internet TM/terms.html#PRIVACY_STATEMENT
Internet connection and server architecture
The EXCEL-WEST Office On the Internet TM server farm consists of a range of redundant hardware
components including:
Backup routines
EXCEL-WEST has implemented the following backup routines:
Accessibility
External security audits
External security experts perform security audits on a regular basis. A copy
of the certificate issued after the most recent security audit can be provided
upon request.
Changes in this policy
EXCEL-WEST reserves the right to modify or amend this Security Policy at any
time and for any reason. Users will be notified about changes in the Security
Policy via our web sites and newsletters.
Additional information
Additional security information is available at
http://www.excel-west.com/gtp/terms.html#SECURITY POLICY.
Additional information on the terms of use is available at
http://www.excel-west.com/gtp/terms.html.
Contact information
If you have any questions about this Security Policy or any other inquiries,
you can contact:
EXCEL-WEST
2021 Gayle Way
Carlsbad, CA 92008
USA
(888) 317-9300
info AT excel-west.com
----------------------------------------
EXCEL-WEST International AB (hereinafter referred to as "EXCEL-WEST") has
created this Privacy Statement in order to demonstrate our firm commitment to
privacy. The following discloses our information gathering and dissemination
practices.
Personal information and Information sharing
For each visit to our login page we automatically recognize your IP address,
domain and Web browser. This information is not used to personally identify
you. We use your IP address to help diagnose possible problems with our server
farm and Internet connection. We do not sell or market this information to any
third party. We do however, on occasion, aggregate this information internally
and analyze it to help improve the performance of our service.
During the registration/sign-up process, you provide us with personally
identifiable information such as name, email address, etc. This information is
used primarily to identify you in our service, which is necessary for the
login process. The individual user account is based on e-mail addresses. We do
not share this information with anyone, nor do we sell or market this
information to any third party. Users may opt-out of receiving mailings and
other promotional material; see the choice/opt-out section below. EXCEL-WEST
reserves the right to use the registered information for CRM, sales and
marketing activities unless the user has chosen to opt-out.
Once you are logged in to the service you may enter personal information in
your preferences, such as name, title, company or organization, postal
address, phone and fax numbers, etc. This information is only shared with the
people you choose to share it with within a project and is visible to us on
your user account. We do not share this information with anyone, nor do we
sell or market this information to any third party.
In the purchase process, you provide us with personally identifiable
information such as name, email address, postal address and phone number, etc.
This information is used primarily for billing purposes, and to contact you in
the case that a problem should occur with your account. This information is
shared in discretion and under nondisclosure agreements with our billing
partners, which is necessary since we have chosen to outsource invoicing,
collection of receivables and credit card payments to partners. We do not
market or sell this information to any third party and the partners of
EXCEL-WEST will under no circumstances contact the users registered in our
system for their own purposes. The information is collected and owned by
EXCEL-WEST only.
It is clearly indicated on our web sites if information is optional or
mandatory. By registering optional information the user may benefit e.g. by
receiving additional user guidelines and manuals via post, or faster support
reply via telephone, mobile phone or fax.
Our service contains links to other sites. EXCEL-WEST International AB is not
responsible for the privacy practices or the content of such Web sites.
Cookies
We use cookies to save your email address and language preference so you don't
have to re-enter it each time you visit our service. Cookies are also used for
the duration you are logged in to store session information. Please note that
our service requires the use of cookies for the login procedure, so you cannot
use the service if you set your browser to reject cookies.
Security
We recognize the importance our customers place on security. We exercise great
care to see to that any information you enter or upload to your account is
handled in a secure manner. Therefore, all communication between your computer
and our servers is encrypted using SSL encryption technology. Furthermore, any
document you upload to your account is securely transmitted (using SSL) and is
then stored in an encrypted format.
This service has security measures in place to protect the loss, misuse and
alteration of the information under our control. Internally, we restrict
access to personally identifiable information to employees who need access to
the information to do their job. All employees have to execute comprehensive
nondisclosure agreements with us. Employees are not allowed to access your
project data or uploaded documents. In fact, our extensive encryption
procedures effectively prevents anyone (including our employees) to access
this information. This information can only be accessed by the people you
choose to share it with within a project. Backups of user and project data are
scheduled on a regular basis and these backups are stored encrypted and safely
locked up. For further information on the security of EXCEL-WEST Office On the
Internet TM we refer
to our Security policy, which is available at
http://www.excel-west.com/gtp/terms.html#SECURITY POLICY
Choice/Opt-Out
Our service provides users the opportunity to opt-out of receiving
communications from us at the point of registration/sign-up for the service
and also anytime when logged in by modifying user options. To modify your user
options, go to your personal Preferences by clicking on the Preferences icon
in the sidebar, and then the Options tab.
Registered users who have not chosen to opt-out will receive periodical
newsletters regarding our service. We may also use the information provided to
contact the users for customer surveys or CRM, sales and marketing contacts.
Change/Modify
To change or modify any of the information provided in your user account,
login to the service using your email address and your password. Go to your
personal Preferences by clicking on the Personal icon in the sidebar. You can
modify your profile by clicking on the Personal preferences icon and updating
the fields under the different tabs displayed at the top.
To change or modify any of the information provided in your project account
(project owners/administrators only), login to the service using your email
address and your password. Go to the project and click on the Administration
icon. You can modify the project account information by updating the fields
under the different tabs displayed at the top.
Deactivate
This service gives users the opportunity to remove their information from our
database, to not receive future communications or to no longer receive our
service by logging into the service and removing the user account.
Changes in this policy
EXCEL-WEST reserves the right to modify or amend this Privacy Statement at any
time and for any reason. Users will be notified about changes in the Privacy
Statement via our web sites and newsletters.
Additional information
Additional security information is available at
http://www.excel-west.com/gtp/terms.html#SECURITY POLICY.
Additional information on the terms of use is available at
http://www.EXCEL-WEST.com/gtp/terms.html
Contact information
If you have any questions about this Privacy Statement, the practices of this
site, or your dealings with this Web site, you can contact:
EXCEL-WEST
2021 Gayle Way
Carlsbad, CA 92008
USA
(888) 317-9300
info AT excel-west.com
--------------------------------------------
By completing the user registration form (creating a user account) you
agree to be bound by the following terms and conditions ("Terms of Use").
1 Definitions
1.1 "User" means the individual who registers a user account and gains access
to the Services provided by EXCEL-WEST.
1.2 "Workspace" means a single service with a defined set of subscription
terms and limited group of Users who are authorized to access the service.
1.3 "Services" means the web services, all the User's Workspaces, associated
software, and other services related thereto provided to the User by
EXCEL-WEST in accordance with this agreement and with the characteristics and
features as described at www.excel-west.com from time to time.
1.4 "Trial Service" means a Workspace or Service, provided free of charge,
which is under development or evaluation and is marked "trial", "demo", "free"
or "evaluation" (or a similar designation).
1.5 "Content" means all visual, written or audible data, information or
material including, without limitation: documents, spreadsheets, text
messages, form entries, web pages, and similar material, which are uploaded
to, transferred through, publicly posted, processed or entered into the
Services by the User.
1.6 "Web Site" means EXCEL-WEST's web site at
www.excel-west.com and
www.excel-west.com/Office On the Internet TM.
1.7 "Employer" means the legal entity entitled to ownership of the e-mail
address used by the User upon registering and to which the User is associated
through an employment relationship, consulting arrangement or similar
circumstances. Employer shall not mean an Internet Service Provider (ISP) or
similar provider even though such provider may be entitled to ownership of the
e-mail address utilized by the User.
2 Services and License Grant
2.1 Subject to the terms and conditions of this agreement, EXCEL-WEST hereby
grants to the User a non-transferable, non-exclusive, non-sublicensable
limited term right and license for the User to access and use the Services.
2.2 EXCEL-WEST reserves the right to effect modifications to the design,
operational method, technical specifications, systems, and other functions,
etc. of the Services, at any time without prior notice.
2.3 The Services are normally available over the Internet around the clock.
EXCEL-WEST shall be entitled to take measures that affect the aforementioned
accessibility where EXCEL-WEST deems such to be necessary for technical,
maintenance, operational, or security reasons. The User is also aware and
acknowledges that the User's access to the Internet cannot be guaranteed and
that EXCEL-WEST shall not be liable for deficiencies in the User's own
Internet connections or equipment.
2.4 The User may grant other individuals access to the User's Workspaces.
2.5 EXCEL-WEST shall be entitled to retain subcontractors for the performance
of obligations in accordance with this agreement. EXCEL-WEST shall be liable
for the subcontractors' work and services in the same manner as for its own
work and services.
2.6 In the event the User enters into this agreement and creates a user
account using an e-mail address belonging to an Employer, such user account
may be or may later become subject to additional terms and conditions
resulting from the Employer's existing or future business relation with
EXCEL-WEST. The user is aware of and acknowledges that the Employer, in such
event, may effectuate actions that could change the nature of the Services
provided to the User or impose access restrictions on the User's access to the
Services. Such actions may include, without limitation, administrative actions
by the Employer, instructions issued by the Employer to EXCEL-WEST and actions
due to a discontinuation of an employment or consulting relationship with the
User.
3 Trial Services
3.1 Trial Services are provided strictly "as is". The User may use a Trial
Service in a manner consistent with the terms and conditions of this
agreement, but EXCEL-WEST may, at its own discretion, disable certain features
of a Trial Service and enforce time limits on the User's right to use the
same. In light of the fact that a Trial Service is provided free of charge,
EXCEL-WEST disclaims all warranties as set forth in this agreement and
EXCEL-WEST shall not be liable for any damages related to the User's use of a
Trial Service.
4 User Obligations
4.1 The User shall comply with the security and administrative regulations as
notified in conjunction with registration, by e-mail or in any other manner.
The regulations are also available on the Web Site.
4.2 The User undertakes, in conjunction with registration, to provide correct
information regarding the User's identity and a correct and legitimate e-mail
address.
4.3 The User shall be responsible for the activities conducted through use of
the Services and shall ensure compliance with national laws in conjunction
therewith. All Content uploaded to, transferred through, publicly posted,
processed or entered into the Services by the User shall be the sole
responsibility of the User.
4.4 The User shall be responsible for monitoring its Workspaces and shall be
liable vis-à-vis EXCEL-WEST for ensuring that Content transferred to or
handled within the Services which is processed by the User and/or individuals
invited by the User does not infringe any third party rights nor in any other
manner violates governing legislation, and that the User possesses such
necessary licences from third parties as may be required in order to process
the Content/use the Services.
4.5 The User undertakes to use the Services in such a manner that such use
does not prevent or disrupt other computer communications or mobile telephone
communications or prevent or disrupt the equipment employed in order to
provide and use the Services.
4.6 The User is aware and acknowledges that it is not permitted use the
Services in order to gain material in violation of law or material which in
any manner contravenes generally accepted practices.
4.7 The User undertakes not to use the Services in order to obtain material
which per se or if sent to another party might injure the reputation of a
third party, or in any manner which may result in the infringement of any
third party's copyright, or which constitutes a dissemination of business
secret, or may incite a third party to commit or participate in a crime, or
may be understood as constituting a threat, or to use the Services in any
other manner incompatible with the purpose thereof.
4.8 The User undertakes not to provide access to the Services to anyone else
than individuals who have completed the registration form and thereby agreed
to the Terms of Use.
4.9 The User is obligated to notify EXCEL-WEST regarding any suspected breach
of these provisions.
5 Ownership
5.1 EXCEL-WEST shall hold title to all intellectual property rights and
technical solutions or, in the alternative, shall possess a sole right to use
the same. Such intellectual property rights and technical solutions may only
be used by the User in the manner stated in this agreement. Under no
circumstances shall the User or a third party acquire any intellectual
property rights to the Services or to the software or technical solutions used
in the Services, or to any trademark or any other business mark belonging to
or used by EXCEL-WEST. Access to the Services is licensed, not sold.
5.2 All Content uploaded to, transferred through, publicly posted, processed
or entered into the Services by the User shall remain the sole property of the
User or its respective legal owner. EXCEL-WEST shall have no liability for
such Content.
6 Personal Data, Privacy
6.1 In order for the User to be able to use the Services, the User must
provide certain data to EXCEL-WEST, including but not limited to full name,
e-mail address and contact details. In the event the User registers a user
account following an invitation from another User or customer to EXCEL-WEST,
such information may also have been provided to EXCEL-WEST by the inviting
User or customer to EXCEL-WEST. Following receipt of such data, EXCEL-WEST
will process the same using automatic data processing in order to enable
EXCEL-WEST to administer and otherwise perform its obligations within the
scope of the Services and to ensure that unauthorized persons do not gain
access to the Services. As provided in section 11, "Confidentiality",
EXCEL-WEST will not disclose to any third party any personal information
pertaining to the User. Upon request, the User has the right to access the
personal data related to the User. The User also has the right and the
obligation to rectify such data. Further information may be obtained by
contacting the data controller, EXCEL-WEST International AB, at the following
address:
EXCEL-WEST
2021 Gayle Way
Carlsbad, CA 92008
USA
(888) 317-9300
info AT excel-west.com
6.2 In addition, in order for the User to be able to use the Services, the
User must also allow EXCEL-WEST to store and retrieve session information on
the User's end terminal equipment, through the use of "cookies". The purpose
of such storage and retrieval of information is to enable the necessary
login/logout procedures used in the Services and to ensure that unauthorized
persons do not gain access to the Services.
6.3 According to the Personal Data Act (1998:204), EXCEL-WEST must obtain the
consent of the registered persons (i.e. the User) to the processing of the
relevant personal data by EXCEL-WEST.
6.4 According to the Electronic Communications Act (2003:389), EXCEL-WEST must
obtain the consent of the registered persons (i.e. the User) to the purpose of
storage and retrieval of information on the registered persons' end terminal
equipment.
6.5 By accepting this agreement, the User explicitly consents to (a)
the collection and processing by EXCEL-WEST of personal data as described
above, (b) the storage of such data until the user account is terminated by
the User, and (c) the storage and retrieval of information on the User's end
terminal equipment as described above.
6.6 EXCEL-WEST shall adopt reasonable measures to protect the privacy of the
User. EXCEL-WEST's information gathering and dissemination practices are set
forth in the Privacy Statement applicable from time to time, which is
available on the Web Site.
7 Security, Passwords, etc.
7.1 EXCEL-WEST shall not be responsible for loss or distortion of Content
forwarded electronically in or through the Services where such is not due to
the negligence or intentional acts of EXCEL-WEST.
7.2 The User shall ensure that identities, passwords, and equivalent obtained
by the User in conjunction with registration are stored and used in a secure
manner and cannot be accessed and thereby used by third parties. The User
shall be liable for any unauthorized use of the Services. EXCEL-WEST shall
have no liability for any loss or damage arising from the User's failure to
comply with these requirements.
7.3 Where it is suspected that any unauthorized person has become aware of the
user identity and/or password, the User shall immediately inform EXCEL-WEST
thereof.
7.4 The User shall be liable for losses or damage incurred by EXCEL-WEST where
the User intentionally or negligently reveals the user identity/password to a
third party or where the user identity and password otherwise become known to
an unauthorized party, unless the User notifies EXCEL-WEST immediately upon
suspicion that such has occurred.
7.5 After EXCEL-WEST has been notified of a suspicion that an unauthorized
person has become aware of the user identity/password, the User shall be
liable for EXCEL-WEST's acts or omissions only where the User has acted with
intent or gross negligence.
7.6 EXCEL-WEST shall adopt reasonable measures to ensure that the security of
the Services meet relevant industry standards. EXCEL-WEST's security measures
are set forth in the Security Policy as applicable from time to time, which is
available on the Web Site.
8 No Warranty
8.1 To the extent permitted by law, EXCEL-WEST expressly disclaims all
warranties with respect to the Services, whether express or implied, including
without limitation, fitness for a particular purpose, accuracy or reliability
of results from use of the Services, that the Services will meet specific
requirements, that the Services will be uninterrupted, completely secure, free
of software errors, or that defects and deficiencies in the Services will be
corrected.
9 Limitation of Liability
9.1 The User shall not be entitled to damages or other remedies in the event
of disruption of operations or errors that impede Internet data
communications.
9.2 In the event third-party claims are brought against EXCEL-WEST as a result
of the use of the Services, the User shall hold EXCEL-WEST harmless in respect
of such claims.
9.3 EXCEL-WEST shall not be liable to the User in the event of distortion or
loss of data or other defects or deficiencies in provided Services that are
due to EXCEL-WEST. Errors must be notified by the User in accordance with
EXCEL-WEST's instructions as issued from time to time.
9.4 EXCEL-WEST's liability in accordance with this agreement is limited to
Zero 0 (nil). Under no circumstances shall EXCEL-WEST be liable for direct or
indirect losses, loss of profits or anticipated savings, loss of revenue, loss
of data, or claims for compensation from third parties.
10 Force Majeure
10.1 EXCEL-WEST shall be released from liability in damages and other
sanctions where the User's access to the Services is prevented or rendered
materially more onerous due to circumstances beyond EXCEL-WEST's control and
which it could not have reasonably foreseen. Such force majeure events
include, inter alia, labour conflicts, lightning, fire, decisions of public
authorities or other public regulations, errors in another operator's network,
delays in services from subcontractors due to events as stated above, general
scarcity of transport, goods, or energy, or other similar circumstances.
11 Confidentiality, etc.
11.1 EXCEL-WEST undertakes not to disclose to any third party, or otherwise
make available, information received by EXCEL-WEST from the User within the
scope of this agreement. "Third party" in this section shall not mean the
Users who have access to the same Workspace, unless the Users' authorization
and access to the Workspace is specifically restricted by the User. This
confidentiality obligation shall not apply to such information as EXCEL-WEST
can demonstrate became known to EXCEL-WEST other than pursuant to this
agreement or which is in the public domain. Nor shall the duty of
confidentiality apply where a party is obligated to provide information
pursuant to legal provisions, public authority regulations or court orders.
The duty of confidentiality shall remain in force notwithstanding the
termination of this agreement.
11.2 EXCEL-WEST shall be entitled to review Content which is publicly posted
through the Services' web publication features. EXCEL-WEST also reserves the
right to analyze usage patterns in an aggregated form.
11.3 Except for Content mentioned above and other than pursuant to the User's
instructions, legal provisions, public authority regulations or court orders,
EXCEL-WEST shall not be entitled to review Content processed by the User via
the Services.
12 Amendments
12.1 EXCEL-WEST reserves the right to amend the terms and conditions of this
agreement at any time without prior notice. The User shall be informed of such
amendments by e-mail or through the information being made available on the
Web Site.
13 Term of agreement and Termination, etc.
13.1 This agreement shall enter into force upon acceptance by the User of
these terms and conditions through execution of this agreement online in
conjunction with registration. This agreement shall remain in force for an
indefinite term until such time that all Workspaces and the user account are
closed.
13.2 Upon termination of a Workspace or this agreement, EXCEL-WEST shall not
be responsible for the Content generated within the scope of the Workspace in
question or the Services. Accordingly, the User must ensure that the User
possesses the necessary back-up copies, etc. of the Content that the User
desires to retain.
13.3 Upon the active termination of a Workspace by the User, EXCEL-WEST shall
be entitled to immediately delete and destroy all Content within the scope of
the Workspace. In the event of expiration of the subscription term of a
Workspace and in the absence of the User's renewal of the same, EXCEL-WEST
shall be entitled to delete and destroy such Content thirty (30) calendar days
following the expiration date.
13.4 Upon termination of a Workspace or this agreement for any reason,
EXCEL-WEST shall be entitled to and undertakes to permanently delete and
destroy all copies of the User's Content related thereto within a timeframe
reasonable relating to the back-up and administrative procedures applied by
EXCEL-WEST from time to time.
13.5 Sections 9 and 11 shall survive any termination of this agreement.
14 Access Restrictions, Premature Termination
14.1 EXCEL-WEST shall be entitled, with immediate effect, to disable the
User's access to a Workspace or to the Services or to prematurely terminate
this agreement where: (a) the User uses the Services in a manner that entails
the perpetration of a crime; (b) the User uses the Services in a manner that
occasions losses or the risk of loss for EXCEL-WEST or any third party; (c)
the User uses the Services in a manner that violates EXCEL-WEST's security or
administrative regulations; (d) it may be reasonably assumed that continued
dissemination of Content violates governing law; (e) the User uses the
Services in a manner whereby the User utilizes resources or seeks unauthorized
access to EXCEL-WEST's systems which are not intended for the User; or (f) the
User otherwise fails to comply with the above and such breach of contract is
material.
15 Assignment
15.1 EXCEL-WEST shall be entitled, in whole or in part, to assign its rights
and obligations under this agreement to a company within the same de jure or
de facto group of companies as EXCEL-WEST without the User's prior consent.
15.2 The User shall not be entitled to assign his/her rights or obligations
under this agreement.
16 General Provisions
16.1 This agreement has been prepared in the English language and the same
shall be controlling in all respects. Any non-English versions of this
agreement are provided solely for accommodation purposes.
16.2 If any provision of this agreement is declared unenforceable for any
reason, the remainder of this agreement will continue in full force and
effect, and the unenforceable provision shall be amended to the extent
possible and permitted by law to achieve as nearly as possible the same intent
and economic effect as the original provision.
17 Governing Law and Disputes
17.1 This agreement and the ensuing relationship between EXCEL-WEST and the
User shall be construed in accordance with, and governed by, the laws of
Sweden.
17.2 All disputes relating to this Agreement shall be
adjudicated in the
courts of the
State of California, located in the City of Los Angeles, and in the courts of
United States located in Los Angeles, California to the exclusion of any other
jurisdiction.
----------------------------------------
This Agreement governs the obligations and rights of the Customer and
EXCEL-WEST International AB (hereinafter referred to as "EXCEL-WEST"). The
signatory to this Agreement is hereby admonished that he/she is responsible
for ensuring that authorization exists to bind the Customer through such
execution.
1 Definitions
1.1 "Customer" means the individual or the legal entity who activates Services
provided by EXCEL-WEST and assumes payment responsibility for the same
vis-à-vis EXCEL-WEST.
1.2 "User" means the individual (i.e. an employee of the Customer or a third
party) who, following an invitation from the Customer, gains access to the
Services.
1.3 "Workspace" means a single service with a defined set of subscription
terms and limited group of Users who are authorized to access the service.
1.4 "Services" means the web services, all the Customer's Workspaces,
associated software, and other services related thereto provided to the
Customer by EXCEL-WEST in accordance with this Agreement and with the
characteristics and features as described at www.excel-west.com from time to
time.
1.5 "Trial Service" means a Workspace or Service, provided free of charge,
which is under development or evaluation and is marked "trial", "demo", "free"
or "evaluation" (or a similar designation).
1.6 "Content" means all visual, written or audible data, information or
material including, without limitation: documents, spreadsheets, text
messages, form entries, web pages, and similar material, which are uploaded
to, transferred through, publicly posted, processed or entered into the
Services by the Customer or the Users.
1.7 "Web Site" means EXCEL-WEST's web site at
www.excel-west.com and
www.excel-west.com/Office On the
Internet TM .
1.8 "Terms of Use" means the terms and conditions, available at the Web Site,
that all Users agree to by completing the user registration form (creating a
user account).
2 Services and License Grant
2.1 Subject to the terms and conditions of this Agreement, EXCEL-WEST hereby
grants to the Customer a non-transferable, non-exclusive, non-sublicensable
limited term right and license for the Customer and Users to access and use
the Services.
2.2 EXCEL-WEST reserves the right to effect modifications to the design,
operational method, technical specifications, systems, and other functions,
etc. of the Services, at any time without prior notice.
2.3 EXCEL-WEST undertakes to adopt reasonable measures in order to ensure that
the Services are available over the Internet around the clock, seven days a
week. EXCEL-WEST shall be entitled to take measures that affect the
aforementioned accessibility where EXCEL-WEST deems such to be necessary for
technical, maintenance, operational, or security reasons. The Customer is also
aware and acknowledges that the Customer's access to the Internet cannot be
guaranteed and that EXCEL-WEST shall not be liable for deficiencies in the
Customer's own Internet connections or equipment.
2.4 The Customer shall be entitled, with or without compensation from other
Users, to provide them with access to the Customer's Workspaces and the
Services provided by EXCEL-WEST. The Customer is aware and acknowledges that
the Customer is liable for the Users to whom the Customer affords access to
the Services. The Customer undertakes not to charge a User any fee for its use
of the Services in excess of the Customer's direct costs to EXCEL-WEST for the
User's participation.
2.5 The Customer shall be entitled to assign a Workspace to a third party
provided that written documentation is presented evidencing that the third
party approves the assignment and that the new party accepts the terms and
conditions of this Agreement. In the event the new party fails to fulfill its
obligations to EXCEL-WEST pursuant to this Agreement, the Customer shall bear
primary liability for the performance of such obligations.
2.6 EXCEL-WEST shall be entitled to retain subcontractors for the performance
of obligations in accordance with this Agreement. EXCEL-WEST shall be liable
for the subcontractors' work and services in the same manner as for its own
work and services.
3 Trial Services
3.1 Trial Services are provided strictly "as is". The Customer may use a Trial
Service in a manner consistent with the terms and conditions of this
Agreement, but EXCEL-WEST may, at its own discretion, disable certain features
of a Trial Service and enforce time limits on the Customer's right to use the
same. In light of the fact that a Trial Service is provided free of charge,
EXCEL-WEST disclaims all warranties as set forth in this Agreement and
EXCEL-WEST shall not be liable for any damages related to the Customer's use
of a Trial Service.
4 Customer Obligations
4.1 The Customer shall comply with the security and administrative regulations
as notified in conjunction with registration, by e-mail or in any other
manner. The regulations are also available on the Web Site. The Customer shall
also be responsible for notifying Users regarding the regulations.
4.2 The Customer shall ensure that all details provided regarding the
Customer's contact information, billing information and credit card
information, where applicable, are correct and undertakes to update such
information regularly.
4.3 The Customer shall be responsible for the activities conducted by the
Customer within the Services and shall ensure compliance with national laws in
conjunction therewith. All Content uploaded to, transferred through, publicly
posted, processed or entered into the Services by the Customer and/or Users
shall be the sole responsibility of the Customer.
4.4 The Customer shall be responsible for monitoring its Workspaces and shall
be liable vis-à-vis EXCEL-WEST for ensuring that Content transferred to or
handled within the Services which is processed by the Customer and/or Users
does not infringe any third party rights nor in any other manner violates
governing legislation, and that the Customer and Users possess such necessary
licenses from third parties as may be required in order to process the
Content/use the Services.
4.5 The Customer undertakes to use the Services in such a manner that such use
does not prevent or disrupt other computer communications or mobile telephone
communications or prevent or disrupt the equipment employed in order to
provide and use the Services.
4.6 The Customer is aware and acknowledges that it is not permitted use the
Services in order to gain material in violation of law or material which in
any manner contravenes generally accepted practices.
4.7 The Customer undertakes not to use the Services in order to obtain
material which per se or if sent to another party might injure the reputation
of a third party, or in any manner which may result in the infringement of any
third party's copyright, or which constitutes a dissemination of business
secret, or may incite a third party to commit or participate in a crime, or
may be understood as constituting a threat, or to use the Services in any
other manner incompatible with the purpose thereof.
4.8 The Customer undertakes not to provide access to the Services to anyone
else than Users who have completed the registration form and thereby agreed to
the Terms of Use.
4.9 The Customer undertakes, as primary guarantor, to perform all of the
Users' obligations or to ensure that Users perform their obligations towards
EXCEL-WEST. To the extent the Customer is unable to perform an obligation on
behalf of a User or is unable to cause the User to perform the same, the
Customer shall instead indemnify EXCEL-WEST insofar as EXCEL-WEST incurs any
loss, provided that such loss is related to the non-performance by the User of
its obligations to EXCEL-WEST.
4.10 Furthermore, the Customer shall indemnify EXCEL-WEST for claims brought
against EXCEL-WEST by Users and/or third parties that are connected to Content
processed by Users/the Customer within the Services or for which the
User/Customer is otherwise responsible, unless EXCEL-WEST is liable for such
claim in accordance with the provisions of section 11, "Limitation of
Liability", below.
4.11 The Customer is obligated to notify EXCEL-WEST regarding any suspected
breach of these provisions.
5 Fees and Payment Terms
5.1 The Customer shall pay compensation for the Services in accordance with
the fees applied by EXCEL-WEST from time to time.
5.2 All Services provided by EXCEL-WEST shall be debited to the Customer in
advance for a selected period. Payment shall be made by the Customer against
invoice or through use of a credit card approved by EXCEL-WEST. Payment must
reach EXCEL-WEST in full within thirty (30) days of the issue date of the
invoice or credit card charge. Penalty interest shall be payable according to
law. EXCEL-WEST shall be entitled to charge a fee for any payment reminders
and reserves the right to send the same via e-mail to an invoice reference
provided by the Customer. The Customer shall be responsible for the reasonable
costs incurred by EXCEL-WEST of collecting overdue fees.
5.3 The Customer undertakes to make payment of invoices, in the currency
stated on the invoice, into the account stated on the invoice.
5.4 EXCEL-WEST may temporarily disable the Customer's and the Users' access to
a Workspace or to the Services in the event the Customer has overdue payments
in excess of twenty (20) days. In addition, EXCEL-WEST may terminate a
Workspace, delete and destroy the Customer's Content and to immediately
terminate this Agreement in the event of overdue payments in excess of fifty
(50) days.
5.5 In the event of early termination of a Workspace, the Services or the
Agreement, the Customer shall not be entitled to a refund of any prepaid fees.
6 Ownership
6.1 EXCEL-WEST shall hold title to all intellectual property rights and
technical solutions or, in the alternative, shall possess a sole right to use
the same. Such intellectual property rights and technical solutions may only
be used by the Customer in the manner stated in this Agreement. Under no
circumstances shall the Customer or a third party acquire any intellectual
property rights to the Services or to the software or technical solutions used
in the Services, or to any trademark or any other business mark belonging to
or used by EXCEL-WEST. Access to the Services is licensed, not sold.
6.2 All Content uploaded to, transferred through, publicly posted, processed
or entered into the Services by the Customer shall remain the sole property of
the Customer or its respective legal owner. EXCEL-WEST shall have no liability
for such Content.
7 Customer Support
7.1 EXCEL-WEST provides customer support by e-mail and telephone regarding
Customers' enquiries of a simple nature in connection with use of the
Services. Such support is provided on weekdays (excluding public holidays)
during EXCEL-WEST's ordinary office hours and to the reasonable extent decided
upon in detail by EXCEL-WEST.
7.2 Enquiries and/or error notices must be submitted to EXCEL-WEST by e-mail
or telephone in accordance with contact information available on the Web Site.
8 Personal Data, Privacy
8.1 In order for the Customer to be able to use the Services, the Customer
must provide certain data to EXCEL-WEST regarding the Customer's
representatives, including but not limited to full name, e-mail address,
contact details and type of organization. Following receipt of such data,
EXCEL-WEST will process the same using automatic data processing in order to
enable EXCEL-WEST to administer and otherwise perform its obligations within
the scope of the Services and to ensure that unauthorized persons do not gain
access to the Services.
8.2 In addition, in order for the Customer to be able to use the Services, the
Customer must also allow EXCEL-WEST to store and retrieve session information
on the Customer's representatives' end terminal equipment, through the use of
"cookies". The purpose of such storage and retrieval of information is to
enable the necessary login/logout procedures used in the Services and to
ensure that unauthorized persons do not gain access to the Services.
8.3 According to the Personal Data Act (1998:204), EXCEL-WEST, if necessary,
shall obtain the consent of the Users (i.e. the Customer's representatives) to
the processing of the relevant personal data by EXCEL-WEST. EXCEL-WEST is also
obligated to provide information to the Users regarding the processing. The
relevant provisions in this respect appear in the Terms of Use.
8.4 According to the Electronic Communications Act (2003:389), EXCEL-WEST, if
necessary, shall obtain the consent of the Users (i.e. the Customer's
representatives) to the purpose of storage and retrieval of information on the
Users' end terminal equipment. The relevant provisions in this respect appear
in the Terms of Use.
8.5 The Customer is aware of and acknowledges that EXCEL-WEST will obtain the
consent of the Users (i.e. the Customer's representatives) according to
sections 8.1 - 8.4 above.
8.6 EXCEL-WEST shall adopt reasonable measures to protect the privacy of the
Customer and its Users. EXCEL-WEST's information gathering and dissemination
practices are set forth in the Privacy Statement applicable from time to time,
which is available on the Web Site.
9 Security, Passwords, etc.
9.1 EXCEL-WEST shall not be responsible for loss or distortion of Content
forwarded electronically in or through the Services where such is not due to
the negligence or intentional acts of EXCEL-WEST.
9.2 The Customer shall ensure that identities, passwords, and equivalent
obtained by the Customer in conjunction with registration are stored and used
in a secure manner and cannot be accessed and thereby used by third parties.
The Customer shall be liable for any unauthorized use of the Services.
EXCEL-WEST shall have no liability for any loss or damage arising from the
Customer's failure to comply with these requirements.
9.3 Where it is suspected that any unauthorized person has become aware of a
user identity and/or password, the Customer shall immediately inform
EXCEL-WEST thereof.
9.4 The Customer shall be liable for losses or damage incurred by EXCEL-WEST
where the Customer intentionally or negligently reveals a user
identity/password to a third party or where a user identity and password
otherwise become known to an unauthorized party, unless the Customer notifies
EXCEL-WEST immediately upon suspicion that such has occurred.
9.5 After EXCEL-WEST has been notified of a suspicion that an unauthorized
person has become aware of a user identity/password, the Customer shall be
liable for EXCEL-WEST's acts or omissions only where the Customer has acted
with intent or gross negligence.
9.6 EXCEL-WEST shall adopt reasonable measures to ensure that the security of
the Services meet relevant industry standards. EXCEL-WEST's security measures
are set forth in the Security Policy as applicable from time to time, which is
available on the Web Site.
10 Limited Warranty
10.1 EXCEL-WEST warrants to the Customer that the Services will perform
substantially and materially in accordance with its documentation available on
the Web Site, under normal use and circumstances, and for the purpose
intended. This warrant does not apply to Trial Services.
10.2 Except for the express warranties set forth above and to the extent
permitted by law, EXCEL-WEST expressly disclaims all other warranties with
respect to the Services, whether express or implied, including without
limitation, fitness for a particular purpose, accuracy or reliability of
results from use of the Services, that the Services will meet specific
requirements, that the Services will be uninterrupted, completely secure, free
of software errors, or that defects and deficiencies in the Services will be
corrected.
11 Limitation of Liability
11.1 Subject to the limitations set forth in this Agreement, EXCEL-WEST shall
be liable for losses resulting from EXCEL-WEST's negligence.
11.2 In the event of major defects that seriously impede the Customer's use of
the Services and that are attributable to EXCEL-WEST, EXCEL-WEST undertakes to
act to rectify such defect without unreasonable delay. In the absence of
intent or gross negligence by EXCEL-WEST, EXCEL-WEST otherwise assumes no
responsibility for defects or deficiencies in the Services. Error notification
must be given by the Customer in accordance with the instructions announced by
EXCEL-WEST from time to time and within a reasonable time of the discovery of
the defect.
11.3 The Customer shall not be entitled to a reduction in payment, or to
damages or other sanctions in the event of operational disruption or errors
that impede data traffic that are not due to negligence by EXCEL-WEST.
11.4 EXCEL-WEST's liability under this agreement shall be limited as follows.
EXCEL-WEST's total liability in damages shall be limited to direct losses in
an amount corresponding to the agreed fees paid by the Customer for the
Services during the period of six (6) months immediately prior to the breach
of contract that entitles the Customer to damages.
11.5 In the absence of intent or gross negligence by EXCEL-WEST, under no
circumstances shall EXCEL-WEST be liable for indirect losses, loss of profits
or anticipated savings, loss of revenue, loss of data, or third party claims.
11.6 The Customer may claim sanctions in accordance with the above only where
the Customer provides EXCEL-WEST with notice thereof not later than 45
calendar days after the Customer knew, or should have been aware, of the
grounds for the claim.
12 Force Majeure
12.1 A party shall be released from liability in damages and other sanctions
where the performance of a specific obligation is prevented or rendered
onerous due to circumstances beyond a party's control and which could not
reasonably have been foreseen. Such force majeure events include, inter alia,
labour conflicts, lightning, fire, decisions of public authorities or other
public regulations, errors in another operator's network, delays in services
from subcontractors due to events as stated above, general scarcity of
transport, goods, or energy, or other similar circumstances.
12.2 Where a party's performance is prevented for a period in excess of one
(1) month due to an event as stated above, either party shall be entitled to
terminate the Agreement in writing without any obligation to pay compensation.
13 Confidentiality, etc.
13.1 EXCEL-WEST undertakes not to disclose to any third party, or otherwise
make available, information received by EXCEL-WEST from the Customer or Users
within the scope of the Agreement. "Third party" in this section shall not
mean the Customer or Users who have access to the same Workspace, unless the
Users' authorisation and access to the Workspace is specifically restricted by
the Customer. This confidentiality obligation shall not apply to such
information as EXCEL-WEST can demonstrate became known to EXCEL-WEST other
than pursuant to this Agreement or which is in the public domain. Nor shall
the duty of confidentiality apply where a party is obligated to provide
information pursuant to legal provisions, public authority regulations or
court orders. The duty of confidentiality shall remain in force
notwithstanding the termination of the Agreement.
13.2 EXCEL-WEST shall be entitled to review Content which is publicly posted
through the Services' web publication features. EXCEL-WEST also reserves the
right to analyze usage patterns in an aggregated form.
13.3 Except for Content mentioned above and other than pursuant to the
Customer's instructions, legal provisions, public authority regulations or
court orders, EXCEL-WEST shall not be entitled to review Content processed by
the Customer via the Services.
14 Amendments
14.1 EXCEL-WEST reserves the right to amend the terms and conditions of this
Agreement including, but not limited to, the fees charged by EXCEL-WEST from
time to time. The Customer shall be informed of such amendments by e-mail or
through the information being made available on the Web Site. The Customer
shall be deemed to have received such notice within one (1) week of the notice
being sent by e-mail or made available on the Web Site. Where the Customer
does not accept the amendment, the Customer shall be entitled, within thirty
(30) calendar days from the date of despatch of the e-mail or, where
appropriate, thirty (30) calendar days from the amendment being published on
the Web Site, to terminate the Agreement with immediate effect. Where the
Agreement is not terminated by the Customer within the aforementioned time,
the Customer shall be deemed to have accepted the new terms and conditions.
15 Term of Agreement and Termination, etc.
15.1 This Agreement shall enter into force upon the earlier of (a) acceptance
by the Customer of these terms and conditions through execution of this
Agreement online, or (b) acceptance by the Customer of these terms and
conditions in an order form, parent agreement, or otherwise. This Agreement
shall remain in force for an indefinite term subject to written notice of
termination by either party. Such termination will be effective, provided that
all accrued and/or prepaid fees are due in full, on the later of (a) the last
day of the current subscription period of the Customer's last remaining
Workspace, or (b) one (1) month after receipt from the other party.
15.2 Upon termination of a Workspace or the Agreement, EXCEL-WEST shall not be
responsible for the Content generated by the Users/Customer within the scope
of the Workspace in question or the Services. Accordingly, the Customer must
ensure that it possesses the necessary back-up copies, etc. of the Content
that it desires to retain.
15.3 Upon the active termination of a Workspace by the Customer, EXCEL-WEST
shall be entitled to immediately delete and destroy all Content within the
scope of the Workspace. In the event of expiration of the subscription term of
a Workspace and in the absence of the Customer's renewal of the same,
EXCEL-WEST shall be entitled to delete and destroy such Content thirty (30)
calendar days following the expiration date.
15.4 Upon termination of a Workspace or this Agreement for any reason,
EXCEL-WEST shall be entitled to and undertakes to permanently delete and
destroy all copies of the Customer's Content related thereto within a
timeframe reasonable relating to the back-up and administrative procedures
applied by EXCEL-WEST from time to time.
15.5 Sections 11 and 13 shall survive any termination of this Agreement.
16 Access Restrictions, Premature Termination
16.1 EXCEL-WEST shall be entitled, with immediate effect, to disable the
Customer's access to a Workspace or to the Services or to prematurely
terminate the Agreement in writing where: (a) the Customer uses the Services
in a manner that entails the perpetration of a crime; (b) the Customer uses
the Services in a manner that occasions losses or the risk of loss for
EXCEL-WEST or any third party; (c) the Customer uses the Services in a manner
that violates EXCEL-WEST's security or administrative regulations; (d) it may
be reasonably assumed that continued dissemination of Content violates
governing law; (e) notwithstanding reminders, the Customer fails to pay agreed
fees to EXCEL-WEST within a stated time; (f) the Customer uses the Services in
a manner whereby the Customer utilizes resources or seeks unauthorized access
to EXCEL-WEST's systems which are not intended for the Customer; (g) the
Customer otherwise fails to comply with the above and such breach of contract
is material; or (h) the Customer is placed into insolvent liquidation or is
otherwise insolvent.
16.2 The Customer shall be entitled to prematurely terminate the agreement in
writing where: (a) operational disruptions or data traffic errors occur to
such an extent that a User does not have access to the Services during a
period in excess of one (1) month; (b) EXCEL-WEST is in material breach of its
obligations under the Agreement and fails to effect rectification within
fourteen (14) days of a demand therefore; or (c) EXCEL-WEST is placed into
insolvent liquidation or is otherwise insolvent.
17 Assignment
17.1 EXCEL-WEST shall be entitled, in whole or in part, to assign its rights
and obligations under the Agreement with the Customer to a company within the
same de jure or de facto group of companies as EXCEL-WEST without the
Customer's prior consent
17.2 Save for the provisions of section 2.5, the Customer shall not be
entitled to assign its rights or obligations under this Agreement without
EXCEL-WEST's prior written consent. Where the Customer assigns its rights and
obligations under this Agreement and the new party fails to perform its
obligations, the Customer shall bear primary liability for the performance of
such obligations.
18 General Provisions
18.1 This Agreement has been prepared in the English language and the same
shall be controlling in all respects. Any non-English versions of this
Agreement are provided solely for accommodation purposes.
18.2 If any provision of this Agreement is declared unenforceable for any
reason, the remainder of this Agreement will continue in full force and
effect, and the unenforceable provision shall be amended to the extent
possible and permitted by law to achieve as nearly as possible the same intent
and economic effect as the original provision.
19 Governing Law and Disputes
19.1 This Agreement and the ensuing relationship between EXCEL-WEST and the
Customer shall be construed in accordance with, and governed by, the laws of
Sweden.
19.2 In the event of any dispute relating to this Agreement, the parties agree
to initially make a full and good faith attempt to resolve such dispute by
negotiation at an executive level, to the extent reasonable under the
circumstances, prior to commencing court proceedings.
19.3 All disputes relating to this Agreement shall be adjudicated in the
courts of the
State of California, located in the City of Los Angeles, and in the courts of
United States located in Los Angeles, California to the exclusion of any other
jurisdiction.
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The purpose of this Web site is to provide users with information about the EXCEL-WEST Office On the Internet TM Portal Web service. Though we believe this information to be accurate at the time of its posting, there may be omissions or inaccuracies in this information.
EXCEL-WEST is not responsible for any errors or omissions in the information contained in this Web site, or for the results obtained from the use of any information contained herein. All information in this Web site is provided "as is", with no guarantee of completeness, accuracy, timeliness, or of the results obtained from the use of this information. EXCEL-WEST makes no warranty of any kind, express or implied, including, but not limited to warranties of performance, merchantability or fitness for a particular purpose. EXCEL-WEST also makes no representations or warranties with respect to the accessibility or availability of the Web site to any user. In no event will EXCEL-WEST, its affiliated entities, or their officers, directors, partners or employees be liable to any party for any damages of any kind whatsoever, including consequential damages, arising from any use of or inability to use this Web site, or any information provided herein, or decision made or action taken in reliance upon such information, even if advised of the possibility of such damages.
Certain links in this Web site connect to other Web sites maintained by third parties. EXCEL-WEST has no control over these Web sites or the information, or the goods or services provided by such third parties. EXCEL-WEST shall have no liability for any use or reliance of a user on these third party Web sites. EXCEL-WEST reserves the right to make changes and/or updates with respect to the information, products and services referred to in this Web site at anytime without notice.
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