1. USE OF CO:LAB
To access Co:Lab, you :
- must be at least 18 years old and not subject to guardianship or similar,
- will be required to establish a user account creating a Co:Lab ID username or using a social media sign-in feature. All accounts must be tied to an email address or social networking profile you own and operate. You may not register for or hold multiple accounts,
- are responsible for using Co:Lab in a private and secure manner. We are not liable for any damage or loss due to unauthorized account access resulting from your actions,
- may not use Co:Lab for any activity which, in Lynk & Co’s sole discretion, is decided to be illegal, unethical, criminal or otherwise an objectionable activity, including but not limited to (i) copy, modify, adapt, translate, reverse engineer, decompile or disassemble any portion of the content at Co:Lab, in any way or publicly display, perform, or distribute them, (ii) make any use of the content on any other website or networked computer environment for any purpose, or replicate or copy the content without Lynk & Co’s prior written consent, (iii) create a browser or border environment around the content (no frames or inline linking), (iv) interfere with or violate any third party or other user’s right to privacy or other rights, including copyrights and any other intellectual property rights of others, or harvest or collect personal information about visitors or users of Co:Lab without their express consent, including using any robot, spider, site search or retrieval application, or other manual or automatic device or process to retrieve, index, or data-mine, (v) defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights of others, (vi) transmit or otherwise make available in connection with Co:Lab any virus, worm, trojan horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component, (vii) interfere with or disrupt the operation of Co:Lab, or the servers or networks that host Co:Lab or make Co:Lab available, or disobey any requirements, procedures, policies, or regulations of such servers or networks, (viii) sell, license, or exploit for any commercial purposes any use of or access to Co:Lab, (ix) frame or mirror any part of Co:Lab without Lynk & Co’s prior express written authorization, (x) create a database by systematically downloading and storing all or any of the content from Co:Lab, (xi) forward any data generated from Co:Lab without the prior written consent of Lynk & Co, (xii) transfer or assign your account’s password, even temporarily, to a third party, (xiii) use Co:Lab for any illegal, immoral or unauthorized purpose, or (xiv) use Co:Lab or its content for non-personal or commercial purposes without Lynk & Co’s express prior written consent.
By submiting content to Co:Lab you:
- acknowledge that you understand that by submiting information, drawings or any other description of your idea, invention or similar contribution, regardless of format, on Co:Lab (the “Idea”) you are making it available to the public and may thereby be prevented from seeking protection, such as patent, design protection etc. for the Idea in the future,
- agree that your disclosure is gratuitous, unsolicited and without restriction and will not place us under any fiduciary or other obligation and that we are free to use the Idea without any additional compensation to you or to disclose the Idea on a non-confidential basis or otherwise to anyone,
- acknowledge that we do not waive any rights to use similar or related ideas previously known to us, developed by our employees or obtained from sources other than you,
- warrant that you will not seek protection, including but not limited to patent, design protection etc. for any idea that might be related to the submited Idea to Co:Lab that prevents us from commercializing the idea submited to Co:Lab, and
- agree that we can make all content submited by you available to other users when using Co:Lab.
2. YOUR SUBMITTED IDEAS
Co:Lab invites you to submit your own Ideas as suggestions for potential future Lynk & Co products or services or improvements of existing products or services.
The submission of your Ideas to Co:Lab is entirely voluntary, non-confidential, gratuitous, and non-committal for us. You understand that we, or any other user, may be working on the same or similar ideas, that the Ideas or parts of the Ideas may already be known from other sources, that the Ideas or parts of the Ideas may already be developed on Lynk & Co’s own account or that we may have taken/will take some other action.
A) Assignment of all intellectual property rights
To the extent that your submited Ideas to Co:Lab give rise to any intellectual property right (including but not limited to copyright, patent rights, design rights etc.) in its entirety, partly or inspires us to protect or commercialize an Idea, you hereby irrevocably, freely assign and transfer to Lynk & Co all rights, titles and interest to the largest extent possible, to the Idea generated by you, registered or not, meaning that we can use your Ideas in any way and for any purpose, including to reproduce, manufacture, copy, adapt, modify, perform, display, publish, sell, transfer, assign, sub-license, broadcast, transmit, or communicate to the public by any means whether now known or unknown and distribute your contributions for the whole duration of protection granted to intellectual property rights by applicable laws and international conventions.
B) Commercialization and Compensation of your Ideas
We choose in our sole discretion whether to commercialize your Ideas through Co:Lab. If we decide to further investigate your Idea, we will try to give feedback within six months. If you do not get a respond from us during this time, we may have rejected your Idea. If your Idea is approved by us, we will try to inform you of our decision and anticipated time frame for the project, however without any obligation or responsibility to develop or commercialize the Idea.
Should we decide to commercialize your Ideas through Co:Lab, partly or in its entirety, you may be compensated at Lynk & Co’s sole discretion on a case by case basis.
You will not be compensated further unless dictated by mandatory rules. You agree not to take advantage of Co:Lab for commercial gain outside of the context of Co:Lab. Therefore, you may not sell any items, physical or digital, related to content you have submited and later delete or remove from Co:Lab.
3. DATA PRIVACY
4. TITLE, COPYRIGHT AND OTHER RIGHTS TO CO:LAB
You may not copy or download any content from Co:Lab unless you are expressly authorised by us to do so. Making unauthorised copies of content found in Co:Lab may result in the termination of your account, prohibition to use the platform and further legal actions.
Any right or interest you may acquire, whether registered or not, (in particular any goodwill) is hereby assigned to Lynk & Co for the consideration set out in Section 2B.
Copying, distributing, publicly displaying, offering to the public via communication, transferring to the public, modifying, adapting, processing, creating derivative works, selling or leasing, any part of Co:Lab, in any manner or means without the prior written consent by us, is strictly forbidden. “Lynk & Co”, the Lynk & Co logo, and other trade or website marks are property of Lynk & Co and may not be used in any of the aforementioned means.
Any design or interactive features of Co:Lab that may be created or that are specifically created and not protected under open source or license is a protected work under copyright laws and all its intellectual property rights remain the exclusive proprietary of Lynk & Co.
5. DEVICE USAGE
You acknowledge and agree that your use of Co:Lab must also be in accordance with the usage rules established by your mobile phone carrier or internet service provider.
We do not warrant that Co:Lab will be compatible or interoperable with your mobile device or any other hardware, software or equipment installed on or used in connection with your devices.
You acknowledge and understand that if accessed by a mobile device, Co:Lab may require data access and text messaging capabilities. Carrier rates for phone, data and text messaging may apply and you are responsible for any such charges.
6. LINKS AND COMMERCIAL INFORMATION
We may incorporate advertisements or information of commercial nature on Co:Lab. The source of such information may originate from Lynk & Co or from third parties. If such information originates from third parties, we cannot guarantee its reliability or accuracy.
If Co:Lab includes links to other websites or applications not operated or managed by us, we will not be liable for any form of liability arising from your reliance on, or in connection with, the content of such websites and applications or any information provided by them, including but not limited to its completeness, accuracy, correctness or it being up-to-date.
We will not be liable for any direct or indirect damage, monetary or otherwise, arising from your use of or your reliance on the content of websites you have accessed via links on Co:Lab.
7. NO WARRANTIES
Co:Lab is provided "as is" without warranty of any kind, either express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, or any other applicable statutory warranties (to the fullest extent permitted by applicable law).
We reserve the right to interrupt Co:Lab from time to time with or without prior notice in order to perform maintenance.
We have the right at any time to change and eliminate any aspect(s) of Co:Lab as we see fit in our sole discretion.
8. LIMITATION OF LIABILITY
In no event will we be liable to you for any damages, including without limitation any lost profits, lost savings or other indirect, special, incidental, punitive, or consequential damages arising out of your use of Co:Lab or any error or malfunctions of Co:Lab, including but not limited to any restrictions to seek protection for any invention, idea, contribution or similar by it having been made public on Co:Lab.
The compensation set out in Section 2B is the only compensation we will pay for the published Ideas and, regardless of the extent of Lynk & Co’s use or the size of earned or saved money due the use of, or influences from, an Idea.
Some countries or states do not allow the limitation or exclusion of liability for incidental or consequential damages so the above limitation or exclusion may not apply to you.
You may terminate your use of Co:Lab and your account at any time and for whatever reason. You are not obligated to advise us of such termination. However, you agree to be contacted by us for feedback as to why the termination occurred. We will inform you if your account is terminated.
10. UPDATES TO THESE TERMS
11. ENTIRE AGREEMENT
13. GOVERNING LAW & DISPUTES
The seat of arbitration shall be Gothenburg, Sweden, and the arbitral proceedings shall be conducted in the English language.
EXHIBIT A – OEM USER AGREEMENT
This OEM User Agreement (this “Agreement”) is part of that certain Terms of Service between You and SendGrid (the “TOS”). For purposes of this Agreement: (a) You are referred to herein as “OEM”, (b) SendGrid shall be considered a Third Party Provider (as defined below), and (c) Third Party Services (as defined below) shall include the Services (as defined in the TOS).
The services provided to OEM User under this Agreement include certain services developed, provided or maintained by third-party service providers of OEM (“Third Party Providers”). Access to or use of any those services (“Third Party Services”) by OEM User are subject to any separate agreement that OEM User may enter into (or may have entered into) relating to those Third Party Services (each, a “Third Party Service Agreement”). The terms of any Third Party Service Agreement will apply to the applicable Third Party Services provided under that Third Party Service Agreement in addition to the terms of this Agreement. Except as set forth in this Agreement, the terms of any Third Party Service Agreement will control in the event of a conflict between the terms of this Agreement and that Third Party Service Agreement. All other Third Party Services will be subject to the terms of this Agreement. Each Third Party Provider retains all right, title and interest in and to all Third Party Services and all software, hardware or other technology used to provide those services, and any additions, improvements, updates, and modifications thereto. Each Third Party Provider will be a beneficiary of the terms of this Agreement as to the Third Party Services provided by the Third Party Provider and will have all rights necessary to enforce this Agreement against OEM User in the case of any breach of those terms.
Representations, Warranties and Covenants.
OEM User represents, warrants, and covenants that: (a) OEM User has the legal right and authority to enter into this Agreement; (b) OEM User has the legal right and authority to perform its obligations under this Agreement and to grant the rights and licenses described in this Agreement and in any applicable additional agreement OEM User enter into in connection with any of the services provided under this Agreement; (c) all Content (as defined below) is in compliance with the terms of this Agreement; (d) OEM User will access and use the services provided under this Agreement in compliance with the terms of this Agreement and all laws, rules and regulations applicable to its obligations under this Agreement; (e) OEM User will not export or re-export the Service except in compliance with the U.S. Export Administration Act and the related rules and regulations and similar non-U.S. government restrictions, if applicable; (f) OEM User will not remove or export from the United States or allow the export or re-export of the Service (i) into (or to a national or resident of) any embargoed or terrorist-supporting country, (ii) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals, (iii) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S. government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval, or (iv) otherwise in violation of any export or import laws; and (g) OEM User is not located in, under the control of, or a national or resident of any prohibited country or on any prohibited party list referred to in subsection (f) immediately above.
THE SOLE WARRANTIES REGARDING THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE THOSE EXPRESS WARRANTIES (IF ANY) PROVIDED TO OEM USER BY OEM UNDER THIS AGREEMENT. ALL THIRD PARTY SERVICES ARE PROVIDED BY EACH THIRD PARTY PROVIDER STRICTLY “AS IS” AND “AS AVAILABLE” AND ALL THIRD PARTY PROVIDERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD TO ALL THIRD PARTY SERVICES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE OR NON-INFRINGEMENT. THE SERVICES ARE NOT DESIGNED, MANUFACTURED OR INTENDED FOR HIGH RISK ACTIVITIES (AS DEFINED BELOW). NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY OEM OR ANY THIRD PARTY PROVIDER WILL CREATE ANY WARRANTIES BY OR ON BEHALF OF THIRD PARTY PROVIDER.
OEM User agrees to and hereby does indemnify, defend, and hold harmless OEM, its Third Party Providers and their respective affiliates, employees, agents, contractors, assigns, licensees, and successors in interest (“Indemnified Parties”) from any and all claims, losses, liabilities, damages, fees, expenses, and costs (including attorneys’ fees, court costs, damage awards, and settlement amounts) that result from or relate to any claim or allegation against any Indemnified Party arising from OEM User accessing or using the services provided under this Agreement (including any Third Party Services) or from any email or other communication generated or sent through such services or any content contained therein, whether or not in breach of this Agreement.
Limitation on Liability.
OEM USER AGREES THAT RESPONSIBILITY AND LIABILITY FOR THE SERVICES PROVIDED UNDER THIS AGREEMENT IS STRICTLY WITH OEM. NO THIRD PARTY PROVIDER WILL HAVE ANY LIABILITY UNDER THIS AGREEMENT OR OTHERWISE IN CONNECTION WITH ANY SERVICES PROVIDED UNDER THIS AGREEMENT (INCLUDING THIRD PARTY SERVICES), INCLUDING, WITHOUT LIMITATION, FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR OTHER FORM DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY LOSS OF DATA, OPPORTUNITY, REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. IN JURISDICTIONS WHERE THE FOREGOING LIMITATION OF LIABILITY IS NOT PERMITTED, THE LIABILITY OF ANY THIRD PARTY PROVIDER WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. NEITHER OEM NOR ANY THIRD PARTY PROVIDER WILL BE LIABLE, AND WILL HAVE NO OBLIGATION TO INDEMNIFY YOU, FOR (A) SENSITIVE DATA (AS DEFINED BELOW) SENT TO OEM OR SUCH THIRD PARTY PROVIDER; (B) VIOLATION OF ANY LAW BY OEM OR SUCH THIRD PARTY PROVIDER WHEN ACTING AT OEM USER’S DIRECTION; OR (C) THE SENDING BY OEM OR SUCH THIRD PARTY PROVIDER OF OEM USER’S EMAILS, INCLUDING ANY CLAIMS AGAINST OEM OR SUCH THIRD PARTY PROVIDER DUE TO OEM USER’S SENDING OR DATA COLLECTION PRACTICES OR CONTENT (AS DEFINED BELOW).
OEM User will be responsible for all data, information and other content (“Content”) provided by OEM User in connection with the services provided under this Agreement. OEM User will not provide and will not permit any third party to provide or to use the services provided under this Agreement to provide, any Content that: (a) infringes, misappropriates or violates any intellectual property or other rights of any third-party; (b) is defamatory, harmful to minors, obscene or child pornographic; (c) contains any viruses or programming routines intended to damage the services or any software, hardware or other technology used to provide the services or surreptitiously intercept or expropriate any data or information; (d) is false, misleading or inaccurate; or (e) constitutes Sensitive Data. For the purposes of this Agreement, “Sensitive Data” means (i) social security number, passport number, driver’s license number, or similar identifier (or any portion thereof), (ii) credit or debit card number (other than the truncated (last four digits) of a credit or debit card), (iii) employment, financial, genetic, biometric or health information, (iv) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation, (v) account passwords, (vi) date of birth, (vii) criminal history, (viii) mother’s maiden name or (ix) or any other information that falls within the definition of “special categories of data” under EU General Data Protection Regulation 2016/679 (“GDPR“), or any other applicable law relating to privacy and data protection. OEM User will not use the Service for any high risk activities including, but not limited to, the operation of nuclear facilities, air traffic control, life support systems, emergency services or where the use or failure of the Service could lead to death, personal injury or environmental damage (collectively, “High Risk Activities”). OEM and its Third Party Providers do not intend uses of the Third Party Services to create obligations under The Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), the Gramm-Leach-Bliley Act (“GLBA”) or similar laws and makes no representations that such Third Party Services satisfy the requirements of such laws. If OEM User is (or becomes) a Covered Entity or Business Associate (as defined in HIPAA) or a Financial Institution (as defined in GLBA), OEM User agrees not to use the Third Party Services for any purpose or in any manner involving Protected Health Information (as defined in HIPAA) or Nonpublic Personal Information (as defined in GLBA). OEM User acknowledges that email is an insecure medium that is generally not encrypted in transit, and security of information transmitted through the Internet can never be guaranteed. OEM and its Third Party Providers will not be responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any Content. OEM and its Third Party Providers may take remedial action if any Content violates this Section, however OEM and its Third Party Providers are under no obligation to review any Content for accuracy or potential liability.
OEM User grants to OEM and its Third Party Providers all necessary rights and licenses in and to all Content necessary for OEM and its Third Party Providers to provide the services under this Agreement. OEM User will maintain an adequate back-up of all Content and OEM and its Third Party Providers will not be responsible or liable for any deletion, correction, destruction, damage, loss or failure to store or back-up any of any Content. OEM User represents and warrants that OEM User has all necessary right, title, interest and consent necessary to allow OEM and its Third Party Providers to use all Content as set forth in this Agreement and as otherwise necessary to provide the services under this Agreement.