GENERAL TERMS & CONDITIONS

These General Terms and Conditions (hereinafter the ”General Terms”) are applied to the use of Skinfo services (hereinafter the “Service/-s”) developed and provided by Skinfo AB, registration no. 559220-5461, address Västmannagatan 79A, 113 26 Stockholm, Sweden (hereinafter ”Skinfo”). By signing the Software License Agreement for the Service (hereinafter the ”Agreement”) the company and/or the entity (hereinafter the “Licensee”) accepts these General Terms and undertakes to comply with the same. Specifics related to this particular collaboration are defined under “3. Partnership Specifics”. These General Terms are applied to the Services provided by Skinfo except as otherwise agreed in writing between the Parties. These General Terms shall be valid from February 25th 2021, until further notice. Skinfo has the right to change the General Terms. The updated terms and conditions can be made available to the Licensee upon request.

1. User rights

Skinfo grants the agreed subscription to use the Service to the Licensee for the duration of the Agreement. The Licensee has the right to use and exploit the Service to the extent agreed and for its own business purposes only. Skinfo is continuously developing the Service and its features and offers the Service and its content as it is available at the time. Skinfo has the right to change the functionalities and content of the Service for improvement purposes during the Agreement period. The Licensee may only change available settings stated in the technical documentation/developer information.

2. Responsibilities and Obligations of the Licensee Material and Intellectual Property Rights

All intellectual property rights, including copyrights, code, logo and labeling system related to the Service and its content as well as to any possible changes made thereto, belong exclusively to Skinfo.

3. Costs

The Licensee is responsible for all costs incurred from or related to the use of the Service, such as creating of Licensee’s technical infrastructure and its maintenance, data connections, or costs from any third party related to the use or implementation of the Service.

4. Liability for Damages

If the Licensee is in breach of the Agreement or General Terms, Skinfo has the right to discontinue the use of the Service and has the right to immediately stop providing the Service to the Licensee. The Licensee is responsible for any damages and expenses caused by its acts or omissions which are against the Agreement, these General Terms or any applicable laws or regulations.

5. Responsibilities and Limitations of Liability

The Service includes ingredient data information. The science and research behind the data used in the Service is based on scientific information from organisations and official publications such as the European Commission, ECHA, OECD, and more. Specific updated sources can be asked upon request.

Product ingredients, product name and product brand are provided by the Licensee who is responsible for updating its content. Skinfo does not have access to information on specific ingredient concentrations listed in products, the data presented through the Service is general without consideration to the concentration. An ingredient may be presented with multiple icons if more than one source of origin is stated from Skinfo’s data source. Settings in the Service are available to the Licensee to specify ingredient origin information.

Skinfo gives no warranty and is not responsible in any regard for any inaccurate data occurring from its sources. Skinfo is not responsible for any indirect, consequential, or any similar damages or expenses caused to the Licensee, including but not limited to cover purchase, loss of Licenseeship, loss of profits or damage caused due to decrease or interruption in production or turnover. It is expressly stated that Skinfo shall not be liable for (i) defects, faults or errors in the Service, any solutions derived from the Service or any decreases in performance capacity arising from the implementation of the Service, or (ii) any damages caused by material produced on the basis of the Service or its content and that is used in conjunction with any products or services acquired by the Licensee from any third parties, or (iii) any consequences arising from the transfer, copying or use of any such material. The aggregate total liability of Skinfo is in all cases limited to the amount corresponding to user fees to the amount corresponding to the annual user fee paid by the Licensee at the time of the claim for damages. The limitations of liability shall not apply to damages caused by willful misconduct or gross negligence or by breach of confidentiality provisions. Any complaints must be submitted by the Licensee to Skinfo during the Agreement period, the Licensee has no right to make demands or request financial compensation post Agreement period.

6. Availability of the Service

Skinfo shall use its reasonable efforts in order to have the Service available to the Licensee without interruption. However, Skinfo reserves the right to have temporary breaks regarding the availability of the Service due to technical reasons such as maintenance breaks or interruption caused by the server hosting provider. Skinfo and its cooperation partners shall take no liability for any errors in the content of the Service or any consequences of such errors. If the ingredient data sent from the Licensee to Skinfo includes any errors, such as spelling mistakes or formatting errors, the Licensee's original digital appearance of the ingredient list for the specific product shall remain unchanged on the e-commerce site until errors are corrected by Skinfo’s algorithm in order to be able to provide the Service. Errors and corrections are logged by Skinfo and visible to the Licensee in each API-request. The original and uncorrected ingredient data sent from the Licensee to Skinfo remains unmodified and is accessible in the widget, listed separately while the Service is live. The Licensee is responsible for updating ingredient information from its own suppliers, Skinfo is not liable for any consequences relating to differences between the digital ingredient list sent to Skinfo and the physical ingredient label on the product. Any errors caused by Skinfo will be addressed with highest priority.

7. Data Usage

All data is transmitted to and from the Licensee through an API-integration. The API-key for integration will be sent to the Licensee when the Agreement is signed by both parties. Technical details of the service and API developer information is described in Skinfo’s API developer site: https://api.skinfo.se All data delivered directly through the Service belongs to Skinfo. The Licensee has no right to save, delete, change or manipulate the data delivered through the Service or change the appearance of the final product visible to the end user including Skinfo’s logo.

The Licensee shall have no right, except with Skinfo’s specific prior written notice, to distribute, publish, copy, manipulare, change, save, resell, transfer or otherwise make available to other companies or any data, material or content related to or included in the Service. The Licensee is obliged to return or at the request of Skinfo to destroy any and all such data, material or content related to the Service in its possession latest at the expiry of the Agreement duration except if a new partnership is extended. Relevant data generated from each party around usage of the Service should be shared between the parties for learning and/or insight purposes during the Agreement duration.

8. Data Collection

Skinfo collects non-personal data from interactions and engagements made in the implemented Service by the Licensee’s end-users, to be able to analyze, develop, provide statistics and improve the Service’s features, appearance or systems for both Licensees and end users.

The information collected is used to customize features and improve the user-friendliness of the Service (such as changing the user interface to simplify the flow of information or to highlight features commonly used). The information can be used to improve, develop, broaden and change categories and data to make the service more relevant to users and Licensees. The insights from the analysis may be used to further develop the application's future updates.

9. Price of the Service, Payment and Term of the Agreement and Termination

The content and price of the Service are described in the Agreement. Subject to payment of the fees for the user rights the Licensee is entitled to use the Service for the period and to the extent stated in the Agreement and according to these General Terms. The Agreement and the agreed user rights are valid from the date of signature of the Agreement by the Licensee.

Skinfo reserves the right to increase its prices yearly in relation to the consumer price index changes (in the country of Agreement) without prior written notice to the Licensee. The price increase shall take effect on the date of the commencement of the consecutive agreement period. If the increase is more than the consumer price index (in the country of Agreement), Skinfo will notify the Licensee of the price increase for the consecutive agreement period no later than thirty (30) days prior to the expiry of the current agreement period.

The Service fees are stated exclusive of VAT, taxes and or other duties, which, if applicable, shall be paid by the Licensee in addition to the license fee. The fees are invoiced monthly. Invoices are payable within thirty (30) days from the date of invoice. Interest on late payments shall be paid in accordance with the Swedish Interest Act. The Licensee may terminate this Agreement at any time by destroying all copies and data of the Service and giving written notice of termination to Skinfo. Termination before the end of the Agreement duration gives no right to repayment.

10. Confidentiality

The Licensee shall under no circumstances portray or attempt to extract individual values from the product(s) and/or ingredient(s) if not otherwise agreed. The Licensee undertakes to keep in confidence all confidential information of Skinfo and shall use such confidential information only for the purpose of the Agreement. The Licensee shall have the right to (i) copy confidential information of Skinfo only to the extent necessary for the agreed purpose, and (ii) disclose confidential information of Skinfo only to those of its employees who need to know such confidential information for the agreed purpose of the Agreement. The obligations of confidentiality shall survive any termination or expiration of the Agreement.

Both parties are allowed, but not obliged, to communicate the partnership through external channels, any external communication shall be written in good faith and without exposing confidential information.

11. Assignment of Rights and Responsibilities

Neither Party may assign the Agreement nor the rights and responsibilities based thereon to a third party without the prior written consent of the other Party. Notwithstanding the aforesaid, each Party has the right to assign their receivables under the Agreement to a third party. In addition to and after providing written notice to the Licensee, Skinfo shall have the right to transfer its rights and responsibilities under the Agreement to such a third party to whom the business of Skinfo related to this Agreement has been transferred.