These terms and conditions constitute an agreement (“Agreement”) between you as the user (“you”, “your”) and Adaptive Simulations Sweden AB, org.nr. 556993-4689 (“Adaptive Simulations”), a company incorporated under the laws of Sweden. Adaptive Simulations offers a unique cloud based web service for fully automated flow simulations (“Service”). The purpose of the Service is to make complex flow simulations accessible, easy, flexible and cost efficient.
The terms and conditions of this Agreement govern your use of the Service, and shall apply to all users accessing and using the Service.
By accepting this Agreement, either by ticking a box during account sign-up or by submitting an order form referring to this Agreement, you agree to the terms and conditions set forth in this Agreement. If you are entering this Agreement on behalf of a company or other legal entity, you represent and warrant that you have full authority to bind that company or other legal entity to this Agreement. In such case, “you” shall refer to the company or other legal entity and its affiliates, as well as its officers and employees accessing and using the Service.
If you do not agree with any of the terms and conditions of this Agreement, or if you do not have the authority to enter this Agreement on behalf of a company or other legal entity, you may not access and use the Service.
1. YOUR ACCOUNT
In order to use the Service, you need to create an account and obtain an account number and code from Adaptive Simulations. You acknowledge that all data provided on your account is true and correct and that you will update the account data from time to time so that it at all times remains true and correct. You are solely responsible for maintaining the confidentiality of the account credentials. Adaptive Simulations shall have no responsibility for any unauthorized use of your account.
2. THE SERVICE
Adaptive Simulations shall provide the Service to you during and in accordance with this Agreement. The Service enables you to perform fully automated flow simulations on a cloud-based platform. The simulations will be based on data provided by you.
Data uploaded by you to the Service will only be stored for as long as necessary in order for Adaptive Simulations to perform the Service to you in accordance with this Agreement. Adaptive Simulations will not share data with third parties, except for third party providers necessary for the hosting and provision of the Service.
Adaptive Simulations may, without prior notification to you, make changes to the Service and its features. In case of detrimental changes, you will be informed in advance and have a right to cancel your subscription with immediate effect.
Adaptive Simulations may engage subcontractors to perform the Service. Adaptive Simulations is liable for a subcontractor’s work as if it had been performed by Adaptive Simulations.
3. USE RIGHTS AND YOUR OBLIGATIONS
Adaptive Simulations grants you, and only you, a non-exclusive and non-transferable right to use the Service for its intended use only and in accordance with this Agreement.
Adaptive Simulations and/or a third party licensor shall retain all proprietary right, title and interest to the Service, including all patent, copyright, trademark, trade secret and other proprietary rights in and thereto. You acknowledge and agree that Adaptive Simulations, and any third party it may cooperate with, owns all right, title and interest in and to the Service and its software, including all patents, copyrights, trade secret and other proprietary rights thereto.
This Agreement does not grant you any right to utilize the software in any form that enables the Service. You will not, nor allow any third party, to copy, distribute, sell, lend, rent, transfer, convey, modify, decompile, disassemble or reverse engineer or reverse design software which might be provided as part of the Service, nor use any other procedure to try to obtain the source code and/or algorithms of the Service.
The technical infrastructure, equipment and software needed to use the Service is your responsibility. Adaptive Simulations is not responsible for any faults and defects in such infrastructure, equipment and software.
You may not use the Service in a way that causes Adaptive Simulations or other third party harm or disruption. If you become aware that the Service is being used in violation of the terms of this Agreement, you must immediately terminate such use and inform Adaptive Simulations of the violation.
4. YOUR DATA
You own all rights to the data you upload to the Service. You are liable for, and shall indemnify and hold Adaptive Simulations harmless from, any infringement claims relating to your data uploaded to the Service.
For the sole purposes of providing you with the Service, and internal use to improve the Software, you grant Adaptive Simulations a limited, non-exclusive, non-revocable, perpetual right to use the data and material you upload to the Service.
When uploading data to the Service, you shall ensure that the data:
(a) is free from viruses or other malicious content;
(b) is in the agreed format; and
(c) cannot damage or interfere with the Service.
You are responsible for back-up of your data.
5. TRIAL OF THE SERVICE
Your use of the Service may start with a free trial. If you are eligible for a trial, the conditions will be specified in connection with account sign-up or on www.ingridcloud.com. The trial is intended to allow new users to try the Service.
6. FEES AND PAYMENT
Unless otherwise agreed in writing, Adaptive Simulations will charge you for the Service based on your choice of subscription. You may choose between the following subscriptions:
- No monthly fee.
- A fee based on the application used and the chosen level of resolution.
(b) Fixed fee:
- A monthly fee or annual fee determined in a customized proposal.
- A number of tokens per simulation are included in the fixed fee determined in a customized proposal.
- The subscription may include additional services and special terms and conditions determined in a customized proposal and agreed by both you and Adaptive Simulations.
The fee per simulation is set in “Tokens”. Unless otherwise agreed in writing, the number of Tokens needed per simulation is specified in the applicable price list available on www.ingridcloud.com. Tokens can be purchased prior to the simulation or in the process of conducting a simulation.
Unless otherwise agreed in writing, all fees and discount levels, as applicable, for Tokens are specified in the applicable price list available on www.ingridcloud.com. All prices are exclusive of VAT. Adaptive Simulations may adjust its fees in accordance with any annual changes of the Labor Cost Index for non-manual workers in the private sector (Swe: LCI tjm, SNI 2007 kod J). Tokens are non-refundable and will expire 18 months after purchase of the specific Token(s).
Unless otherwise agreed in writing, Adaptive Simulations will invoice you for applicable monthly or annual fees in advance on net thirty (30) days payment terms. Fees for purchased Tokens will be invoiced in arrears on net thirty (30) days payment terms. Adaptive Simulations will deliver the invoice to you via electronic mail. In case of online payment with credit card or similar, the fee will be charged in advance.
If you fail to pay by an invoice due date, Adaptive Simulations shall be entitled to (without prejudice to any other right or remedy it may have):
(a) charge you interest on the outstanding amount in accordance with Swedish law until the date when payment has been made (both dates inclusive). Such interest shall be paid by you on demand;
(b) terminate the Agreement in accordance with the provisions of the section “Term and Termination” below; and/or
(c) cancel or suspend your use of the Service until payment is received.
You are solely responsible for all expenses and taxes incurred in connection with your use of the Service under the terms of this Agreement unless otherwise expressly agreed to herein.
Any costs incurred to Adaptive Simulations relating to your need for support in connection with the Service will be paid for by you, as invoiced separately. In the event of travel outside of Stockholm, Adaptive Simulations shall be entitled to reimbursement of per diem expenses and travel expenses at customary rates.
8. LIMITATION OF LIABILITY
Use of the Service requires your data input and your CAD-model. Consequently, Adaptive Simulations makes no warranty regarding the results generated by the Service and disclaims any and all liability for the output when you use the Service.
Adaptive Simulations makes no warranty, express or implied, and expressly disclaims any and all warranties including, without limitation, any implied warranty of title, merchantability, fitness for a particular purpose, non-infringement or other similar warranties, except as otherwise provided in this Agreement.
Adaptive Simulations total liability for damages occurred during a calendar year shall be limited to the fee for the simulation causing the alleged damage(s).
In no event shall a party be liable for the other party’s or any third party’s consequential, indirect, incidental, punitive, or special damages, including lost profits or loss of data arising out of or related to this Agreement or your use of the Service.
A party does not have the right to make a claim for damages unless such claim is made within six (6) months from the time the damage occurred.
The limitations and exclusions in this section shall apply to the maximum extent permitted by applicable law and regardless of the form or cause of action, even if any remedy fails its essential purpose.
9. FORCE MAJEURE
Where Adaptive Simulations is prevented from fulfilling its obligations pursuant to this Agreement, due to circumstances which are beyond its reasonable control, such as acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability, interruption of, or delay in telecommunications or third party services, failure of third party software or hardware, power shortage, and errors or delays in services from sub-contractors due to circumstances as stated herein, such circumstances shall constitute an excuse which occasions a postponement of the time for performance and a release from liability in damages and any other penalties.
Each party agrees that the terms and conditions of this Agreement, as well as information regarding the other party’s business that may be considered a business or professional secret, which may include certain portions of the Service, shall be treated as confidential for all purposes and shall not be disclosed to any third party for a period of three (3) years after disclosure, except (i) to a party’s consultants or independent contractors; (ii) as required by law (and only following written notice to the other party), or (iii) upon the prior written consent of the other party. Pricing for the Service, if agreed separately between the parties, shall always be regarded as a business secret. The confidentiality obligation does not apply to information that a party can demonstrate is publicly known.
11. TERM AND TERMINATION
This Agreement is valid until terminated. Either party may terminate this Agreement with a ninety (90) days written notice to the other party. The termination will take effect at the end of the period.
Either party shall have the right to terminate this Agreement by written notice to the other party if:
(a) the other party commits a material breach of its obligations under this Agreement and such breach has not been cured within three (3) months after written notice, stating the sending party's intention to terminate this Agreement if compliance with the notice to cure is not met. Failure to pay correctly invoiced fees shall be regarded as a substantial breach of this Agreement; or
(b) the other party becomes insolvent, or if a petition of bankruptcy or under any insolvency law is filed by or against the other party and such petition is not dismissed within sixty (60) days after it has been filed.
Upon termination or expiration of this Agreement, at any time and for any reason or no reason, all rights granted to you under this Agreement shall promptly cease. Your data or information stored in the Service shall be returned to you at your request, in the digital form as may be requested by you. Adaptive Simulations is entitled to a reasonable remuneration for such compilation and transfer or any therefore required investment in accordance with Adaptive Simulations current price list. If you do not request the return of your data within thirty (30) days after termination of this Agreement, Adaptive Simulations will delete all the data attributable to you without any liability to you.
Terms of the Agreement that by their nature or context are intended to survive shall so survive the expiration or termination of this Agreement.
All notices, authorizations, and requests in connection with this Agreement shall be sent by courier, registered mail or email at the address specified by you in your account details, and to Adaptive Simulations at the address specified below. The other party shall be deemed to have received such notice: (i) at the time of delivery, if delivered by courier, (ii) 5 days after dispatch if sent by registered post, or (iii) at the time the email arrived at the recipient’s email address if sent by email.
The parties are independent contractors. Nothing in this Agreement will be construed as creating an employer-employee relationship, partnership, agency relationship, or joint venture between the parties. You agree to be responsible for all your federal and state taxes, withholding, social security, insurance, and other benefits.
This Agreement may be assigned by Adaptive Simulations, but you may not assign this Agreement, or any rights or obligations hereunder, whether by operation of contract, law or otherwise, except with the express written consent of Adaptive Simulations.
If for any reason a court of competent authority finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect.
No failure or delay on the part of either party in the exercise of any right, power or remedy under this Agreement or under law, or to insist upon or enforce performance by the other party of any of the provisions of this Agreement or under law, will operate as a waiver thereof, nor will any single or partial exercise of any right, power or remedy preclude other or further exercise thereof, or the exercise of any other right, power or remedy; rather the provision, right, or remedy will be and remain in full force and effect.
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications with respect to the subject matter hereof.
This Agreement shall be governed and interpreted according to Swedish law. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall be finally settled by public courts in Sweden with Stockholm District Court (Swe: Stockholms tingsrätt) as the court of first instance.
If you have any questions or want to make an enquiry, please contact:
Adaptive Simulations Sweden AB
Drottning Kristinas Väg 53
114 28 Stockholm