What applies between us if you are our reseller. The main contract takes precedence over these general terms and conditions.
This agreement governs the relationship when we, CM Software AB (reg. no. 556999-9971), provide services for resale to you, our reseller. Here, "we", "us", "CallMaker", "CM Software" or "the license seller", is referred to as CM Software AB, and "you", "your", "the license buyer" or "the reseller" as our reseller. The terms apply equally, whether you are acting as a natural or legal person.
By accepting the terms of this Agreement, you obtain the right to resell the Service. The Agreement is deemed accepted when you sign the main Agreement. It is your responsibility to ensure that the person signing is authorized to do so on behalf of the reseller.
As a reseller, you are granted a limited, non-exclusive license to provide access to and use of the service to your customers for the agreed period. This right can be revoked. You are responsible for ensuring that your customers' use of the Service and handling of data complies with applicable laws and regulations.
The reseller shall and must market the service as CM Software AB finds appropriate and approves. This is to ensure that the long-term value of the brand is preserved. In the event of long-term use of methods that are not approved by CM Software, CM Software AB has the right to terminate the agreement.
The service is delivered as a cloud-based software available to your customers via the internet, accessible through browsers supporting the necessary technologies and protocols. The service is available daily, with the exception of scheduled downtime, and is provided according to industry standards of quality and competence and in compliance with applicable legislation.
The number of licenses that the Licensee can make available to end customers is technically unlimited but may need to be notified in advance in case of heavy technical loads. The Licensee is entitled to use one of the following license models for its end customers:
1) Maximum number of simultaneously logged in licenses
2) Number of simultaneously created logical users in CallMaker
3) Number of licenses used during a month
We offer support to you for questions and technical issues related to the Service during regular office hours. We also provide a hotline for urgent problems that may affect the functionality of the service outside these hours. As a Reseller, you must have a first line of support. End customers have no right to contact CM Software AB directly.
The service is continuously evolving at a variable pace. We reserve the right to make changes to the service during the contract period. Any changes that require adjustments to your or your clients' hardware or software are paid for by you. You as ÅF or your end customer cannot demand that certain developments or specific adjustments be made to the service.
The Service is provided on an "as is" basis. We have no liability of any kind for direct damages, indirect damages, consequential damages, incidental damages, damages giving right to damages, insurance damages or other damages under this agreement or in connection with the service. In the event of errors or bugs, CM Software AB has a duty to remedy the problem promptly.
Breach of Obligations: Either Party may terminate this Agreement with immediate effect if the other Party materially breaches its obligations under the Agreement.
You pay according to the prices set out in the Main Contract or its annex. All prices are exclusive of VAT. We have different billing models depending on the total monthly cost. Prices may be adjusted by agreement.
We may make changes to this agreement, but we will inform you in good time of any changes that may have a material adverse effect on you.
CM Software AB reserves at all times all rights and title to the Software made available to you as ÅF and your clients. No ownership of the Software or any associated patents, copyrights, trademarks or other intellectual property rights are acquired by this Agreement.
You as a reseller do not have the right to copy the code of the Service, decompile or otherwise attempt to access our intellectual property.
18. Transfer of ownership
You as a reseller cannot transfer the right to resell CallMaker without our written consent. In the event that the acquiring party in a transfer does not fulfill its contractual obligations, the transferring party is responsible for these as for its own debt.
We both commit to protecting each other's confidential information and handling customer data in accordance with applicable data protection laws.
The contract does not cover damage caused by a change in the law, judgment or court decision, government decision or action, strike, blockade, fire, natural disaster, war, storm, flood, major power failure or similar.
All rights not expressly granted to Licensee in this Agreement are retained by Licensor. The material contained in the Software may be protected by intellectual property rights and thus belong to third parties. This Agreement does not grant any right to use such material.
If the possibility for the end-customer is to exist, the possibility for the dealer to offer a trial period must be explicitly stated in the main contract, as well as the parameters for the scope and length of the trial period.
The continued validity of all agreements between the licensee and the licensor in the event of a change in the majority ownership of the licensee shall be subject to the licensor's written approval of the new ownership. If such approval is not obtained prior to the change in the ownership of the licensee, the licensor is entitled to terminate all agreements between the parties with immediate effect.
A party is entitled to invoke contractual terms under this agreement throughout the validity of the agreement regardless of when the breach of contract occurred.
Any disputes arising out of this agreement shall be finally settled in Swedish courts according to Swedish law.
