Terms

Version 1.1 2024-04-23

1. The fundamentals

Thank you for using the force of NOQX!! 💜

These Terms together with any other terms and policies referenced herein including any Order Form (incorporated by reference and forming an integral part hereof, as amended from time to time), together the “Terms”, constitute a legally binding agreement between noexcuses AB, Reg. No 559400-6966, Sweden) (“NOQX”, “us”, “we” or “our”) and you, either individually, or on behalf of your employer or any other entity which you represent (“you” or “your”), entered into as of the Effective Date (defined below), and governing your access to and use of the Service (defined in Section 2) including related websites owned or operated by us (the “Sites”) and any mobile application or any other means provided by us to you as part of the Service.

In case you represent your employer or another entity, you hereby represent that (i) you have full legal authority to bind your employer or such entity (as applicable) to these Terms; and (ii) after reading and understanding these Terms, you agree to these Terms on behalf of your employer or the respective entity (as applicable), and these Terms shall bind your employer or such entity (as the case may be). Under these Terms you are also deemed as an authorized representative of your employer or entity if you are using your employer or entity email address when you register into the Service and if you are an Account Owner (defined in Section 6). 

In these Terms “you” means you as a customer (either individually, or on behalf of your employer or any other entity which you represent) and all types of users under your subscription (“Authorized Users”). If something applies specifically to Authorized Users or you as the primary contracting party/purchasing person or entity (the “Customer”) this will be specifically stated.

You acknowledge that these Terms are binding and by registering you consent to the Terms by registering to / accessing the Service or Sites including, any NOQX mobile application, whichever is earlier (the “Effective Date”).

If you don’t agree to the Terms, have the right to bind your employer or even want to comply with them, including future changes made to these Terms, you shouldn’t accept the Terms which you do by stopping using the Service. By continuing to use the Service and/or visiting the Sites you accept to be bound by the Terms including any updates.

Lastly, the Service is only intended for individuals aged sixteen (16) years or older. Therefore, you hereby represent and warrant that you are at least 16 years old.

2. What you get

NOQX provides a cloud-based goal management tool to help you enhance collaboration and bridge the gap between individuals and teams, designed to optimize your team’s collaboration and drive execution towards your company goals. Through our platform, you get the right to use the online combined goal and collaboration tool we provide, see more details here (the “Service”). Specific terms may apply to you depending on what version of the Service you buy, such specific terms are incorporated herein by reference.

We reserve the right to add new features as well as to modify or discontinue features and functionalities within the Service and/or the Sites, at our own discretion and without prior notice. If we make any material adverse changes in the core functionality of the Service, we will notify you by posting an announcement on the Sites and/or via the Service or by sending you an email.

Subject to the terms and conditions of these Terms, and specifically in strict compliance with our Acceptable Use Policy we hereby grant you a limited, worldwide, non-exclusive, non-transferable right to access and use the Service and Sites, during the Subscription Term (defined in Section 3).

You also get technical support by contacting support@noqx.io.

3. How you order the Service and what you pay

By signing our order form, which may be completed and placed in various ways, among which, an online form or any other mutually agreed upon offline form delivered by Customer to noqx.io, including via email (the “Order Form”), you agree to purchase our Service. 

The Order Form will specify the Service ordered, the subscription plan, the Subscription Term and the associated fees in accordance with the respective subscription plan purchased under such Order Form (the “Subscription Fees”, the “Subscription Term” and the “Subscription Plan”, respectively, and collectively the “Subscription”).

As consideration for the provision of the Service (except for Trial Service or Free Service), you agree to pay us the Subscription Fees set forth in the Order Form. Unless indicated otherwise, Subscription Fees are stated in SEK. NOQX may use third party service providers to process and/or collect payment from you or send you an invoice to the email address you have provided us with, as decided by us.

If you have added credit card details upon registration, you hereby authorize us, either directly or through our payment processing service or our affiliates, to charge the Subscription Fees via your selected payment method upon the due date.

Unless expressly set forth herein, the Subscription Fees are non-cancelable and non-refundable. 

We reserve the right to change the Subscription Fees at any time, upon notice to you if such change may affect your existing subscriptions upon renewal. In the event of failure to collect the Subscription Fees owed by Customer, we may, at our sole discretion (but shall not be obligated to) retry to collect at a later time, and/or suspend or cancel the Account (defined in Section 6), without notice.

The Subscription Fees are exclusive of any and all taxes (including without limitation, value added tax, sales tax, use tax, excise, goods and Service tax, etc.), levies, or duties, which may be imposed in respect of these Terms and the purchase or sale, of the Service hereunder (the “Taxes”), except for Taxes imposed on our income or as otherwise set out in the Order Form.

If you as a Customer is located in a jurisdiction which requires the Customer to deduct or withhold Taxes or other amounts from any amounts due to us, please notify us, in writing, promptly and we shall join efforts to avoid any such Tax withholding, provided, however, that in any case, the Customer shall bear the sole responsibility and liability to pay such Tax and such Tax should be deemed as being added on top of the Subscription Fees, payable by the Customer.

4. Your responsibilities when using NOQX

Any data, file attachments, text, images, reports, personal information, or any other content, that is uploaded or submitted, transmitted or otherwise made available, to or through the Service by you or any Authorized User (although not anonymous information) in the use of our Service is hereinafter defined as “Customer Data”. 

As between you and us, you hereby represent and warrant that: (i) you have or have obtained all rights, licenses, consents, permissions, and authority necessary to grant the rights granted herein, for any Customer Data that you submit, post or display on or through the Service; (ii) the Customer Data is in compliance with, and subject to, our Acceptable Use Policy; and (iii) the Customer Data you submit, your use of such Customer Data, and our use of such Customer Data, as set forth in these Terms, do not and shall not (a) infringe or violate any patents, copyrights, trademarks or other intellectual property, proprietary or privacy, data protection or publicity rights of any third party; (b) violate any applicable local, state, federal and international laws, regulations and conventions, including those related to data privacy and data transfer and exportation (the “Laws”); (c) violate any of your or third party’s policies and terms governing the Customer Data. 

Other than our security and data protection obligations expressly set forth below, we assume no responsibility or liability for Customer Data, and you shall be solely responsible for Customer Data and the consequences of using, disclosing, storing, or transmitting it. It is hereby clarified that we shall not monitor and/or moderate the Customer Data and there shall be no claim against us of not acting so. 

You also agree not to submit to the Service any data that is protected under a special legislation and requires a unique treatment, including, without limitations, (i) categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any similar legislation or regulation in other jurisdiction; (ii) any protected health information subject to the Health Insurance Portability and Accountability Act (“HIPAA”), as amended and supplemented, or any similar legislation in other jurisdiction and (iii) credit, debit or other payment card data subject to PCI DSS or any other credit card schemes.

Except as expressly permitted in these Terms, you, Authorized Users, or any third party may not give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, resell, display, transmit, broadcast, transfer, or distribute any portion of the Service or the Sites to any third party, including affiliates, or use the Service in any service bureau arrangement. You may not circumvent, disable, or otherwise interfere with security-related features of the Sites or Service or features that prevent or restrict use or copying of any content or enforce limitations on use of the Service or Sites. Reverse engineering, decompiling, disassembling, decrypting, or attempting to derive the source code of the Service or Sites, or any components thereof, is prohibited. Copying, modifying, translating, patching, improving, altering, changing, or creating derivative works of the Service or Sites, or any part thereof, is not allowed. Taking actions that impose an unreasonable or disproportionately large load on the infrastructure supporting the Sites or Service is prohibited. Interfering or attempting to interfere with the integrity or proper working of the Service or Sites or any related activities is not allowed. Removing, defacing, obscuring, or altering identification, attribution, copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Service or Sites, or using or displaying logos of the Service or Sites without prior written approval is prohibited. Using the Service or Sites for competitive purposes, including developing or enhancing a competing service or product, is not allowed. Encouraging or assisting any third party, including other Authorized Users, to do any of the foregoing is also prohibited.

5. Title to Customer Data

You, as our Customer (not Authorized User) retain all right, title, interest and control, in and to the Customer Data, in the form submitted to the Service. 

Subject to these Terms, you grants us a worldwide, royalty-free, limited license to access, use, process, copy, distribute, perform, export, and display the Customer Data, and solely to the extent that reformatting Customer Data for display in the Service constitutes a modification or derivative work, the foregoing license also includes the right to make modifications and derivative works. The afore-mentioned license is granted solely to maintain and provide you the Service, to prevent or address technical or security issues and resolve support requests, to investigate when we have a good faith belief, or have received a complaint alleging, that such Customer Data is in violation of these Terms and to comply with a valid legal subpoena, request, or other lawful process or as expressly permitted in writing by you.

6. How do I use the Service?

To register to the Service for the first time, you create an account (“Account”). You then become, either individually or on behalf of your employer or entity, on behalf of whom you created the Account, a Customer, an Account Owner depending on who you are. When you have your Account you can create your own workspace and invite or an Authorized User. The first user of the Account is automatically assigned as the Account administrator (an “Account Owner”). Note that your Account may be managed by the entity controlling the email domain used for registration.

When creating an Account or when you are added into an Account and creating your user profile (the “User Profile”), you must provide accurate information about yourself, keep your password secure, and are responsible for all activities (including any integration or any other use of third party products or Service) under your account. You must notify us of any unauthorized access promptly, and we assume communications under your account are from you. You are solely liable for any losses due to unauthorized account usage of your Account.

Account Owner(s) are deemed, severally and jointly, as authorized representatives of the Customer and their decisions and actions are considered as those of the Customer. Account Owner(s) can assign or add other members as Account Owner, granting them significant control over the Account, including managing and adding Authorized Users, purchase, upgrade or downgrade the Service, manage access to, control, remove or change Customer Data and integrate or disable integration with a third party service.

You, being the Customer, are liable for and responsible to ensure that the Account Owner as well as all Authorized Users comply with our Acceptable Use Policy and any applicable policies established by you internally. Make sure inappropriate behavior or content is reported to you as the primary owner or employer. 

You are also solely responsible for understanding and controlling Service settings and Authorized User privileges. This includes inviting other Authorized Users, incurring charges to the Account and managing data access. You’re responsible for all Authorized User activities, even if they’re from different organizations or domains. Actions by an Authorized User are considered authorized by you, and you cannot make claims against us for such actions.

It’s your responsibility to inform Account Owners and Authorized Users about relevant policies and settings affecting Customer Data processing, obtain necessary rights and permissions for lawful Customer Data use, ensure lawful data transfer and processing of Customer Data, and handle and resolve any dispute between you and an Authorized User or Account Owner in related to Customer Data, the Service, or your obligations.

7. Upgrades and added Authorized Users

During the Subscription Term, a Customer can upgrade its Subscription Plan by adding Authorized Users, upgrading to a higher Subscription Plan, adding features or functionalities or extending the Subscription Term (together “Subscription Upgrades”). Some changes may be considered a new purchase and restart the Subscription Term and incur additional fees at our then current rates. The difference will be billed and shall also be paid when a Subscription Upgrade is made (either (1) prorated for the remainder of the then-current Subscription Term or (2) when the Subscription Term is being restarted due to the Subscription Upgrade (already paid Subscription Fees will be reduced from the new upgraded Subscription Fees)).

Unless disabled, Authorized Users within the same email domain can join the Account, and Authorized Users within the Account can invite others. Email support@noqx.io for more info on disabling these options.

Changes to Authorized Users are billed prorated for the remainder of the then-current Subscription Term, either upon the increase or at the end of the month, as communicated to Customer.

8. Excessive Usage

If we, at our sole discretion, believe that you and/or any of your Authorized Users, have misused the Service or otherwise use the Service in an excessive manner compared to the anticipated standard use, we reserve the right to offer the Subscription in different pricing and/or impose additional restrictions as for the upload, storage, download and use of the Service, including, without limitation, restrictions on third party services, network traffic and bandwidth, size and/or length of content, quality and/or format of content, sources of content, volume of download time, etc.

9. Billing and Auto Renewal

In order to ensure that you will not experience any interruption or loss of Service, your Subscription includes an automatic renewal by default, according to which, and unless you cancel theSubscription 30 days prior to its expiration, the Subscription will automatically renew upon the end of the then applicable Subscription Term, for a renewal period equal in time to the original Subscription Term (excluding extended periods). 

Accordingly, unless either you or us cancel the Subscription prior to its expiration, we will attempt to automatically charge you the applicable Subscription Fees upon or immediately prior to the expiration of the then applicable Subscription Term, by invoice or through your designated payment method. If you wish to avoid such auto-renewal, cancel the Subscription 30 days prior to its expiration, or any time before by contacting us via support@noqx.io. Note that if you cancel the Subscription during a Subscription Term, the Subscription will not renew for an additional period, and you will not be refunded or credited for any unused period within the Subscription Term.

10. Refund and Refund Period

If you’re unsatisfied with your initial Service purchase, you can cancel it by providing written notice within 30 days of ordering it (the “Refund Period”). If you do, we’ll refund the unused and unexpired portion of your prepaid Subscription Fees for that initial period, unless required otherwise by law, in the original currency of payment (the “Refund”). This Refund only applies to the initial Service purchase and doesn’t cover additional purchases, upgrades, modifications, or renewals. Please note that we won’t refund any differences due to currency exchange rate changes or third-party fees like wire transfer fees. After the Refund Period, Subscription Fees are non-refundable and non-cancellable.

11. Data Security and Data Privacy

We implement great but reasonable security measures and procedures to assist in protecting your Customer Data. You can learn more on our security measures and procedures on our Security Page, as updated from time to time, which include, but not limited to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Authorized Users. Please also review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our products.

12. Third Party Integrations and APIs

We may offer an application programming interface (“API”) that provides additional ways to access and use the Service and we may also use or offer you to use other products, apps, widgets and tools in the use of the Service (so called “Third Party Integrations”).

The API is considered part of the Service and use of API is subject to the Terms. You can use it for internal business purposes to integrate the Service with other products or systems you use internally. We may reserve the right to modify or discontinue your API access with or without notice. Note also that the API is subject to changes and modifications, and you are solely responsible to ensure that your use of the API is compatible with the current version.

Use of Third Party Integrations is subject to your agreement with the relevant provider and its applicable terms and conditions and/or policies. 

We do not control and assume any liability for Third Party Integrations, including their security, functionality, operation, availability or interoperability or how the Third Party Integration or their providers use any data you provide to them. You can find more information on how your data is managed when you use the Service in connection with a Third Party Integration in our Privacy Policy.

13. Third Party Services and Open Source Components

We may use third-party services and software as part of our Service. If there’s a fault in a Third Party Service that we can’t fix ourselves, we’ll report it to the supplier and aim to implement their solution without harming the Service or NOQX.

Our Service also includes third-party open-source code subject to its own license terms. These terms may take precedence over ours in certain cases. We do our best to identify such code and encourage you to review its terms. We use open-source code that doesn’t impose additional obligations or affect Customer Data beyond what’s stated in its terms. However, we don’t provide warranties or indemnities for any open-source code.

14. IPR and customer references

The Service and Sites, inclusive of materials, such as software API, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and Service marks (excluding Customer Data), any and all related or underlying technology and any modifications, enhancements or derivative works of the foregoing (collectively, “Materials”), are the property of NOQX and its licensors, and may be protected by applicable copyright or other intellectual property laws and treaties. As between you and us, we retain all right, title and interest, including all intellectual property rights, in and to the Materials.

You acknowledge that NOQX may use Customer name and logo to identify them as a customer or user of the Service on the Sites, in marketing materials, or through public announcements. You can revoke this right at any time by contacting support@noqx.io.

Maybe you provide us with suggestions, feature requests or other feedback to the Materials or the Service. Such feedback is deemed an integral part of Materials, and as such, it is the sole property of NOQX without restrictions or limitations on use of any kind. We may either implement or reject such feedback, without any restriction or obligation of any kind.

15. IPR Infringements

If we receive written notice from a third party or from you about an actual or potential intellectual property rights infringement related to the Service, we will make reasonable efforts to modify the Service to avoid infringing those rights. However, if implementing these modifications would result in excessively high costs, we reserve the option to, instead of making the changes, limit or temporarily suspend this part of the Service, the use of the Service or terminate your Subscription(s) under the Terms immediately. In the event of termination, any prepaid fees will be refunded proportionally based on the remaining Subscription Term.

16. Limitations of Liability

If we believe that there is or has been a violation of a contract (an Order Form) between us, the Terms or the Acceptable Use Policy, or any of our other policies that can simply be remedied by Customer’s removal of certain customer data or taking other action, we will, in most cases, just ask you to take action rather than intervene. We may also directly step in and take what we determine to be appropriate action (including disabling your Account) if we believe there is a credible risk of harm to us or the Service we provide (including third parties). 

Except for indemnity obligations below, not fulfilling your payment obligations, or a breach of our Acceptable Use Policy by you or your Authorized User, neither party, its affiliates, subcontractors, agents, or vendors (including third-party service providers) shall have a total aggregate liability exceeding the fees paid by you (if any) in the 12 consecutive months before the event causing the liability. This limit is cumulative, not per incident.

Neither of us will also have any liability to the other for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability and whether or not the party has been advised of the possibility of such damages.

You shall, to not lose your right to compensation, submit a claim for damages to us within two months from the date when the incident giving rise to the claim occurred. This limitation applies to actions in contract or tort, irrespective of the liability theory.

If you use the Free Version you will not have any right to economic compensation.

17. Customer Indemnity

You hereby agree to indemnify and protect NOQX, its affiliates, officers, directors, employees, and agents from all losses arising from: (i) violation of these Terms or applicable laws by the Customer or its Authorized Users and (ii) any infringement of a third party’s rights, including intellectual property rights, privacy rights, or publicity rights, caused by Customer Data or your use of the Service.

18. NOQX Indemnity

NOQX agrees to indemnify and defend Customer, its affiliates, officers, directors, and employees against third-party claims alleging Customer’s authorized use of the Service infringes third-party copyright, trademark, or registered patent (“IP claims”). The indemnification covers reasonably foreseeable  damages, costs, and attorney fees related to such claims, as determined by a court or agreed upon in settlement. NOQX’s indemnity does not apply if (i) Customer or its Authorized Users have modified the Service causing the IP claims, (ii) the Service is used in combination with other Services, devices, software, or products, causing the IP claims, (iii) the IP claims relate to Customer Data or events covered by Customer’s indemnity above.

NOQX may, at its sole discretion and instead of indemnifying, decide to modify the Service to avoid infringement or cease the Service use and provide a prorated refund of Subscription Fees in cases where infringement is not reasonably resolvable.

19. Betas

From time to time we may offer the Service on a trial or beta basis, meaning an alpha, beta, or early access offering and may pertain to certain subscription offerings, interfaces, features, and/or functionalities. We reserve the right to decide what such offerings include, and to who, such offerings are made available. These versions of the Service are optional and you are never required to sign up for, utilize or enable such offerings. Your use of the beta Service will be limited to the period of the relevant beta offering and governed by the Terms. You will always be provided with the relevant information and any additional terms and conditions, if applicable, pertaining to such beta offerings before purchasing and/or subscribing for the Service.

20. Free Users

We may make all or part of the Service available to you as our Customer and to your Authorized Users free of charge (“Free Service”). Use of the Free Service is subject to the terms and conditions of the Terms and the Order Form. Free Services are provided to Customer without charge up to certain limits as described in the Order Form. Usage over these limits requires Customer’s purchase of additional resources or Service and you agree that we may terminate your access to the Free Service without prior notice and that we will not be liable to Customer or any third party for such termination. Free Services are provided “as-is” without any warranty and we shall have no indemnification obligations nor liability of any type with respect to the Service for the Free Service period.

21. Free Trials

If you register on the Sites for a free trial, we will make the applicable Service available to you on a trial basis free of charge until the earlier of the end of the free trial period and the start date of purchased Service (“Free Trial”). 

Customer Data entered into the Service during a Free Trial will be permanently lost unless the Customer purchases a Subscription to the same Service as those covered by the trial and you cannot transfer data entered or customizations made during the Free Trial to a service that would be a downgrade from that covered by the trial, meaning if you purchase a version of the Service that would be a downgrade from that covered by the trial, you must export Customer Data before the end of the trial period or the Customer Data will be permanently lost. The Free Trial Service is provided “as-is” without any warranty and we shall have no indemnification obligations nor liability of any type with respect to the Service for the free trial period.

22. Entire contract

These Terms, including any terms and policies incorporated by reference, constitute the entire agreement between you and us and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in these Terms and any pages referenced in these Terms, the terms of these Terms will first prevail; provided, however, that if there is a conflict or inconsistency between an Order Form and the Terms, the terms of the Order Form will first prevail, followed by the provisions in these Terms, and then followed by the pages referenced in these Terms (e.g., the Privacy Policy and Acceptable Use Policy). The Customer will be responsible for notifying Authorized Users of those conflicts or inconsistencies and until such time the terms set forth herein will be binding.

23. Warranty and Warranty disclaimer

Except as expressly set forth herein, the Sites and the Service are provided on an “as is”, “with all faults” and “as available” basis, and without warranties of any kind, whether expressed, implied, statutory or otherwise. Each of us also specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. 

Except as expressly stated in these Terms, we also make no representations or warranties that your use of the Service is appropriate in your jurisdiction. You are responsible for your compliance with any local and/or specific applicable Laws, as applicable to your use of the Service.

Service provided free of charge (e.g. Free Services), Free Trials and trial/beta versions of the Services are provided “as is,” and as available exclusive of any warranty WHATSOEVER.

Despite the above and to give you some comfort, NOQX warrants that during the Subscription Term, these Terms and any Order Form will accurately describe the applicable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data and NOQX will not materially decrease the overall security or the overall functionality of the Service. 

For any breach by us of a warranty above, your exclusive remedy is a Refund Payment described above.

24. Confidentiality

Both parties agree to maintain confidentiality regarding any information received from the other party. This includes technical, commercial, or any other information, whether documented or not. However, information may be disclosed if it is necessary for purposes such as legal defense, filing and prosecuting patent applications, compliance with laws, regulations, court orders, or arbitral tribunal rulings, or adherence to stock exchange regulations or other recognized marketplace rules. Confidentiality under this provision does not apply to information that is publicly known, becomes public without the receiving party’s involvement, was already known by the receiving party and documented, is disclosed in accordance with the Terms or with prior written consent from the other party, or is shared by a third party with the legal right to do so.

25. Term and Termination

These Terms become effective on the Effective Date, and remain effective until your subscription expires or terminates, or your access to the Service has been terminated by you or by us. 

If you are an Authorized User, please contact your Account Owner if you at any time or for any reason wish to terminate your account and if you are a customer, just email support@noqx.io or delete your account. This applies also if you disagree with any updates to these Terms or the Acceptable Use Policy.

If (a) the other party significantly breaches these Terms and, if the breach is fixable, does not remedy it within a reasonable cure period, which shall be at least 10 days after receiving written notice from the non-breaching party, or (b) the other party discontinues its business operations or becomes subject to insolvency proceedings, which are not resolved within 45 days, either party may terminate the Service and these Terms by providing written notice to the other party. If we cause this, you are entitled refund payment pro rata. 

You may terminate your Subscription by canceling the Service and/or deleting the Account, but such termination does not take away Customer’s obligation to pay applicable Subscription Fees throughout the end of the Subscription Term. You are not entitled to a refund for any pre-paid Subscription Fees.

Upon termination or expiration of these Terms, the Customer’s Subscription and all rights granted to you hereunder shall terminate, and we may change the Account’s web address. Remember to copy and save any Customer Data that you want to keep prior to such termination or expiration. In the event that you did not delete the Customer Data from the Account, we may continue to store and host it until either the Customer or we, at our sole discretion, decide to delete such Customer Data.

Without waiving our termination rights as described above, we reserve the right to temporarily suspend your Account, a User Profile (including access to it), or our Service in the following situations:

(i) If we believe that you or any third party are using the Service in a manner that poses a security risk, could cause harm to us or any third party, or may result in liability for us or any third party, to be decided by us.

(ii) If we determine that you or any third party are using the Service in violation of these Terms or applicable laws, to be decided by us.

(iii) In cases where your payment obligations, as outlined in these Terms, are overdue.

(iv) If you or any of your Authorized Users breach the Acceptable Use Policy.

Please note that these suspension rights are in addition to any other remedies available to us under these Terms and applicable laws.

26. Notices

All notices under the Terms will be sent by email, unless we instead choose to provide notices to Authorized Users through the Service. Notices to us should be sent to support@noqx.io except for legal notices, which must be sent to legal@noqx.io.

27. Communication

We reserve the right to contact you for support and marketing purposes, including newsletters, product updates, offers, and Service-related information. You can unsubscribe from our emails anytime, but please be aware that we may still email Customers, Account Owners and Authorized Users for specific orders, support, or Service-related inquiries, even if you opt out.

28. Independent contractors

There is no joint venture, partnership, agency, or fiduciary relationship existing between us, and there is no intention to create any such relationship by your acceptance of the Terms, we both remain independent!

29. Export control

The Service may be subject to foreign export controls, laws and regulations so we need you to confirm that you are not located or use, export, re-export or import the Service in or to, any person, entity, organization, jurisdiction or otherwise, in violation of such controls, laws and regulations. You hereby confirm that you are not: (a) organized under the laws of, operating from, or otherwise ordinarily resident in a country or territory that is the target or comprehensive U.S. economic or trade sanctions (currently, Cuba, Iran, Syria, North Korea, or the Crimea region of Ukraine), (b) identified on a list of prohibited or restricted persons, or (c) otherwise the target of U.S. sanctions. You, as our Customer, are solely responsible for complying with applicable Export Controls and sanctions which may impose additional restrictions, prohibitions or requirements on the use, export, re-export or import of the Service and/or the Customer Data.

30. Compelled Disclosure

We reserve the right to investigate and take action against violations of the Terms, including removing content, reclaiming usernames, and reporting to law enforcement authorities. We may also disclose Customer Data and other information supplied to our Service if we receive a request for information and it is required by mandatory applicable laws, governmental regulations or rules, or by any orders of court, competent authority, or arbitral tribunal.

31. Severability

These Terms will be enforced to the fullest extent allowed by law, with any unlawful provision modified as necessary, while all other provisions remain in effect.

32. Force majeure

Neither of us will be held liable for any failure or delay in fulfilling our obligations due to events beyond our reasonable control. Such events may include denial-of-service attacks, internet or utility service interruptions, third-party hosting failures, strikes, shortages, riots, natural disasters, war, terrorism and government actions.

33. Changes

We may update these Terms for various valid reasons, like adding new features, technical adjustments, fixing errors, or meeting legal requirements. When we make significant changes to the detriment for you or your Authorized Uses, we’ll notify you through the Service or email. Your continued use of the Service after changes means you accept them. The most current version of these Terms will always be posted on www.noqx.io and you hereby undertake to check the terms that apply at the time of your use

34. Assignments

These Terms may only be transferred or assigned by you with our written approval. We have the right to assign our rights and obligations without your consent. These Terms apply to both parties and their successors and permitted assigns while unauthorized assignments are invalid.

35. Survival

Section 16 – Limitations of Liability, Section 23 – Warranty Disclaimer, Section 24 – Confidentiality and Section 37 Governing Law and Jurisdiction shall survive the termination or expiration of these Terms, and continue to be in force after the end of the Subscription Term.

36. Governing Law and Jurisdiction

The Terms shall be governed by and construed in accordance with the substantive laws of Sweden, without regard to its principles of conflict of laws. 

If you have an issue with our Service, we prefer to address it without formal legal action. Before filing a claim, you agree to attempt an informal resolution by contacting legal@noqx.io. We will also seek resolution through email communication. If the dispute remains unresolved for 15 days after submission, either party may initiate a formal proceeding.

Any dispute, controversy or claim, in contract or in tort or otherwise, arising out of or in connection with the Terms (including for the avoidance of doubt an Order Form) and/or the Service provided hereunder, or the breach, termination or invalidity thereof, shall be exclusively and finally settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce, unless the Arbitration Institute, taking into account the complexity of the case, the amount in dispute and other circumstances, determines, in its discretion, that the Rules of the Arbitration Institute of the Stockholm Chamber of Commerce shall apply. In the latter case, the Arbitration Institute shall also decide whether the arbitral tribunal shall be composed of one or three arbitrators, to be appointed by the Arbitration Institute. The place of arbitration shall be Stockholm, Sweden. The language to be used in the proceedings shall be English. 

Confidentiality shall apply to the arbitral proceedings and any information disclosed or decision or arbitral award made or declared during such proceedings.