# Terms of Service

*Last Updated: May 13th, 2021.*

Please read these Terms of Service (the “Terms”) carefully as they govern your use of our (Future Memories’) product https://kludd.co/ (the Services).

## 1. Agreement to these Terms

By using https://kludd.co/, you agree to be bound by these Terms. If you don’t agree to these Terms, please do not use https://kludd.co/. If you are accessing and using Kludd on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity.

## 2. Changes to the Terms or Services

We may modify the Terms at any time, at our sole discretion. If we do so, we will let you know either by posting the modified Terms on this page. If you continue to use the Services after such a change, you are indicating that you agree to the modified Terms. We may also change or discontinue all or any part of the Service, at any time and without notice, at our sole discretion.

## 3. Service Terms

You agree to comply with the Service Terms attached as Exhibit A.

## 4. License

Subject to the terms and conditions of these Terms, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable license worldwide.

## 5. Charges and Payment

### 5.1 Pricing

https://kludd.co/ is free for you to use. We might come with new features and different pricing plans in the future. We will inform you of these pricing plans, should they come available.

5.2. Cancelling your account

5.2. You may cancel your account at any time. Simply do this by delete your account in your profile settings.

6. Confidentiality.

6.1 Confidential Information. We (the “Discloser”) have disclosed or may disclose proprietary or non-public business, technical, financial, or other information (“Confidential Information”) to you (the “Recipient”). Our Confidential Information expressly includes non-public information regarding features, functionality, and performance of the Services, including security related information.

6.2 Obligations. The Recipient will use the Discloser’s Confidential Information only for the purpose of evaluating whether or not to use (or continue to use) the Services. The Recipient will not disclose the Discloser’s Confidential Information to parties other than the Recipient’s employees, contractors, affiliates, agents, or professional advisors (“Representatives”) who need to know it and who have a legal obligation to keep it confidential. The Recipient will ensure that its Representatives are subject to no less restrictive confidentiality obligations than those herein. Notwithstanding the foregoing, the Recipient may disclose the Discloser’s Confidential Information: (a) if directed by Discloser; or (b) to the extent required by applicable legal process, provided that the Recipient uses commercially reasonable efforts to (i) promptly notify the Discloser in advance, to the extent permitted by law, and (ii) comply with the Discloser’s reasonable requests regarding its efforts to oppose the disclosure. The obligations set forth herein will survive for so long as these Terms are in effect between the parties and for five years thereafter.

## 7. Warranties.

7.1. In the event of any loss or corruption of any data associated with the Services, Kludd will use commercially reasonable efforts to restore the lost or corrupted data from the latest relevant backup maintained by Kludd. EXCEPT FOR THE FOREGOING, KLUDD WILL NOT BE RESPONSIBLE FOR ANY LOSS, DESTRUCTION, ALTERATION, UNAUTHORIZED DISCLOSURE OR CORRUPTION OF ANY DATA.

7.2. We make no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Services, and we make no guarantees around data retention or preservation. EXCEPT AS SET FORTH IN SECTION 7.1, THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

### 7.3. NON-KLUDD RESOURCES.

KLUDD DOES NOT WARRANT, SUPPORT, NOR ACCEPT RESPONSIBILITY OF ANY KIND FOR ANY APPLICATION(S) AND/OR MATERIAL(S) THAT ARE DEVELOPED BY A PARTY OUTSIDE OF KLUDD’S ORGANIZATION, INCLUDING TEXT FILES, PLUGINS, COMPONENT LIBRARIES, AND CODE COMPONENTS (“NON-KLUDD RESOURCES”).

## 8. Indemnity.

You will indemnify and hold harmless Kludd and its officers, directors, employees, and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services; (ii) your User Content; or (iii) your violation of these Terms.

## 9. Limitations of Liability.

9.1. NEITHER KLUDD NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES (“SUPPLIERS”) WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT KLUDD HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

## 10. Termination.

10.1. We may terminate your access to and use of Kludd, at our sole discretion, at any time and without notice or liability to you.

10.2. You may cease use of the Services at any time. If you have an account, you may terminate your account at any time in your profile settings.

10.3. Upon any termination, discontinuation, or cancellation of your Account, the following provisions of these Terms will survive: Service Terms, Charges and Payment (to the extent you owe any fees at the time of termination); Confidentiality; provisions related to permissions to access User Content (to the extent applicable); Warranty Disclaimers; Indemnity; Limitations of Liability; Termination; and the Miscellaneous provisions under Section 11. Furthermore, we may remove or delete your User Content within a reasonable period of time after the termination or cancellation of Services or your Account.

## 11. Miscellaneous.

### 11.1. Privacy Policy.

Our Privacy Policy governs how we collect, use and disclose information from the Services.

### 11.2. Copyright and IP Policy.

Kludd respects copyright law and expects its users to do the same.

We do not track any IP addresses in our analytics tools.

### 11.3. Ownership.

As between the parties, Kludd owns all right, title, and interest in the Services, and you own all right, title, and interest in any application(s) and/or material(s) that are developed by you on the Services or uploaded to the Services by you. Except as expressly set forth in these Terms, each party retains all right, title, and interest in and to its intellectual property rights. All rights not expressly granted are reserved, and no license, covenant, immunity, transfer, authorization, or other right will be implied, by reason of statute, estoppel, or otherwise, under these Terms.

### 11.4. Force Majeure.

Kludd will not be liable for, or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond its reasonable control, so long as it uses commercially reasonable efforts to avoid or remove those causes of non-performance.

### 11.5. Feedback; Use Rights.

We welcome feedback, comments, and suggestions (“Feedback”). As we need to be able to freely work with your Feedback to improve the Service, you hereby irrevocably transfer and assign all right, title, and interest (including all intellectual property rights, such as copyrights or trade secrets) in and to the Feedback, including any and all “moral rights” that you might have in such Feedback, and you hereby forever waive and agree never to assert any and all “moral rights” you may have in the Feedback. Additionally, Kludd will have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services, and related systems and technologies, and Kludd will be free to use such data and information to maintain, improve, and enhance Kludd’s products and services.

### 11.5. Publicity.

You agree that Kludd may identify you or your company and use your company’s logo and trademarks (collectively, the “Marks”) on the Site and in marketing materials to identify you or your company as a user of the Services, and you hereby grant us a non-exclusive, royalty-free license to do so on our Site or in any media now or later developed in connection with any marketing, promotion or advertising of Kludd or the Services. If you do not want us to use your Marks or identify you or your company, you may opt out by emailing us at legal@futurememories.se.

### 11.6. Notices.

Any notices or other communications provided by Kludd under these Terms, including those regarding modifications to these Terms, will be given by Kludd: (i) via e-mail; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

### 11.7. Severability.

The invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision hereof and it is the intent and agreement of the parties that these Terms will be deemed amended by modifying such provision to the extent necessary to render it valid, legal, and enforceable while preserving its intent or, if such modification is not possible, by substituting another provision that is legal and enforceable and that achieves the same objective.

### 11.8. Groups.

Certain features of the Services may allow you to participate in teams, groups or organizations (each a “Group”). In those situations, the administrator, owner, or equivalent of the Group (“Admin”) is responsible for the compliance of these Terms by each other member of the Group, payment of the Subscription Fee (if applicable), and all matters related to the Group. For clarity, each member of the Group is still responsible for their own compliance with these Terms.

### 11.9. Assignment.

These Terms (and your access to any of the Services) are not assignable or transferable by you without our prior written consent.

### 11.10. Service Providers.

For the avoidance of doubt, Kludd may engage third parties as service providers to the Services (please read more on our service providers section).

### 11.11. No Partnership.

No agency, partnership, joint venture, or employment is created as a result of these Terms, and neither party has any authority of any kind to bind the other party in any respect whatsoever.

### 11.12. Governing Law.

These Terms will be governed by Swedish law.

The Agreement, and Your relationship with Us arising out of or relating to the Agreement, will be governed by the law of Sweden. All disputes arising out of or relating to the Agreement shall be subject to the exclusive jurisdiction of the courts of Sweden.

### 11.13. Interpretation.

Whenever the words “including,” “include,” or “includes” are used herein, they will be deemed to be followed by the phrase “without limitation.”

### 11.14. Beta Features.

Product features clearly identified as Alpha or Beta features (collectively “Early Access Features”) made available by Kludd are provided to you for testing purposes only, and Kludd does not make any commitment to provide Early Access Features in any future versions of the Services. You are not obligated to use Early Access Features. Kludd may immediately and without notice remove Early Access Features for any reason without liability to you. Notwithstanding anything to the contrary in the Terms, all Early Access Features are provided "AS IS" without warranty of any kind and without any performance obligations.

### 11.15. Entire Terms.

These Terms supersedes all other agreements between the parties relating to its subject matter. The parties expressly agree that any different or additional terms set forth in any purchase order, vendor portal, code of conduct, or other similar documentation provided by you will not apply between the parties even if signed, acknowledged or accepted by Kludd, unless Kludd specifically references this clause and waives its rights.

## Exhibit A – Service Terms

1. Who may use the Services. You may only use the Services if you are old enough to consent (by yourself and not by a parent or guardian) to share your data under applicable law. For example, you must be 13 years or older under United States law, or 16 years or older under European Union law.

2. Use Restrictions. Except as otherwise expressly authorized in these Terms, Customer will not, will ensure its Authorized Users do not, and will not encourage or assist third parties to:

a. rent, lease, distribute, sell, transfer, or otherwise permit third parties to use the Services;

b. circumvent or disable any security or other technological features or measures of the Services;

c. reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services (except to the extent that such a restriction is impermissible under applicable law);

d. reproduce, modify, adapt, or create derivative works based on the Services;

e. remove any proprietary notices or labels from the Services;

f. use the Services to build competitive products or services or otherwise compete with Kludd or its Affiliates;

g. upload or publish to the Services any data subject to specific governmental regulation, such as Sensitive Data as defined under GDPR, medical information, financial information, or government identifiers;

h. upload or publish to the Services (or otherwise use the Services to develop) anything that: (i) is fraudulent, false, misleading, or deceptive; (ii) is defamatory, obscene, pornographic, vulgar, or offensive; (iii) promotes discrimination, bigotry, racism, hatred, harassment, or harm against any individual or group; (iv) is violent or threatening or promotes violence or actions that are threatening to any person or entity; (v) promotes illegal or harmful activities or substances; or (vi) otherwise violates any of Kludd’s acceptable use policies or community guidelines;

i. upload or publish to the Services anything that does or would violate the intellectual property rights of others;

j. access or use the Services in a manner intended to avoid incurring fees;

k. use the Services other than in compliance with the Documentation and applicable laws and regulations; or

l. upload to the Services or use the Services to transmit or store any software viruses, Trojan horses, worms, or other destructive program or code.

Although we’re not obligated to monitor the Services or User Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, or to comply with applicable law or other legal requirements.

We reserve the right, but are not obligated, to remove or disable access to any User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any User Content to be objectionable, in violation of these Terms or the law. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

3. Patent Assertion Entities. A “Patent Assertion Entity,” sometimes referred to as a ‘non-practicing entity’ or a ‘patent troll,’ is (a) any entity that derives or seeks to derive most of its revenue from the offensive assertion of patent rights, or (b) directly or indirectly controls, is controlled by, or is under common control with an entity described in (a). If you are a Patent Assertion Entity or are acting on behalf of, or for the benefit of a Patent Assertion Entity, you will not assert, or authorize, assist, encourage, or enable any third party to assert, any claim, or pursue any actions, suits, proceedings, or demands, against Kludd or its affiliates that allege that the Services infringe, misappropriate, or otherwise violate any intellectual property rights (including patents). This section will survive any termination or expiration of these Terms.

4. Authorized Users; Accounts. As part of the registration process, Customer will identify an administrative usernames for Customer’s Kludd account. Customer represents and warrants that all registration information, including with respect to Customer’s domains, Customer provides is truthful, accurate, and complete, and that Customer will maintain the accuracy of such information. Customer is responsible and liable for maintaining control over Customer’s account, including the confidentiality of Customer’s username and password, and is responsible and liable for all activities that occur on or through Customer’s Account and all Authorized Users’ accounts, whether authorized by Customer or not. For clarity, each Authorized User is also responsible for any activity that takes place on their account, and responsible for complying with these Terms.