Version v202608
Preamble
This End User License Agreement (“Agreement” or “EULA”) governs the use of FortifiedID’s software products and related documentation (collectively, the “Software”). By downloading, installing, accessing, or otherwise using the Software, the Licensee agrees to be bound by this EULA.
The scope of the Licensee’s right to use the Software is determined by this Agreement together with the applicable quote, order confirmation, or other ordering document. Documentation is provided online or in such other form as FortifiedID makes available from time to time.
1. Definitions
1.1. “Licensee” means a natural or legal person that has acquired a license to use the Software from FortifiedID or an authorized Partner.
1.2. “EULA” means this End User License Agreement.
1.3. “FortifiedID” means FortifiedID AB, VAT No. SE559369877101.
1.4. “Partner” means an authorized reseller or distributor of FortifiedID from whom the Licensee has purchased the license to use the Software.
1.5. “Software” means any software product (whether provided as a downloadable installation or as an online service), tool, utility, documentation, or similar component delivered by FortifiedID, including any updates, patches, maintenance releases, or associated materials made available by FortifiedID.
1.6. “Update / Maintenance” means any major or minor release of the Software, or any fix, patch, or other maintenance release that FortifiedID may make available from time to time.
1.7. “Documentation” means the generally available user documentation provided by FortifiedID with the Software describing its features, configuration, and use.
1.8. “Working Days” means Monday through Friday between 08:00 and 17:00 CET, excluding public holidays in Sweden.
1.9. “Delivery Date” means the date on which the Software is made available by FortifiedID to the Licensee for download, installation, or access, whichever occurs first.
2. Scope of the End User License
2.1. FortifiedID grants the Licensee a non-assignable and non-exclusive right to use the Software in accordance with this EULA solely for the Licensee’s own internal business operations. The license becomes effective on the Delivery Date and remains in force until terminated by either Party.
2.2. The Software is licensed as a subscription license renewable annually.
2.2.1. A subscription license grants the Licensee the right to use the most recent version available under the subscription for one (1) year from the purchase date. Available product options are determined by FortifiedID’s product offering and the applicable order documentation.
2.2.2. Subscription licenses are automatically renewed unless the Licensee gives FortifiedID or the Partner at least two (2) months’ written notice of non-renewal prior to the end of the applicable term.
2.3. The Software is a standard product; it is the sole responsibility of the Licensee to ensure that the Software meets its requirements.
2.4. The Licensee may only use the Software for the number of users, user types, environments, and usage scope that has been purchased and paid for, as specified in the applicable quote, order confirmation, or other ordering document.
2.5. FortifiedID may audit the Licensee’s use of the Software for compliance on reasonable notice, during normal Working Days and in a manner that minimizes disruption. FortifiedID may recover reasonable audit-related costs where non-compliance is found.
2.6. Upon termination of an agreement between FortifiedID and a Partner, FortifiedID may reassign the Licensee to another Partner, provided that the Licensee’s rights under this EULA are not materially adversely affected.
2.7. The Licensee may request reassignment to another Partner by written notice at least two (2) months before the end of the update term.
3. Intellectual Property Rights
3.1. The Licensee obtains no ownership rights to the Software. FortifiedID retains all intellectual property rights in the Software, including updates, documentation, and materials provided with the Software.
3.2. The Licensee may not publish or make available the Software or Documentation to third parties without the prior written consent of FortifiedID.
3.3. The Licensee may not reverse engineer, decompile, or disassemble the Software except as expressly permitted by mandatory law, and FortifiedID shall be notified in advance of such acts to the extent permitted by law.
3.4. Any infringement of FortifiedID’s intellectual property rights entitles FortifiedID to terminate this Agreement for cause with immediate effect.
4. Use of the Software
4.1. By installing, copying, or otherwise using the Software, the Licensee agrees to be bound by the terms of this EULA.
4.2. The Licensee acknowledges that the use of some parts of the Software and licensing may require an active internet connection.
4.3. The Licensee is solely responsible for the backup of all data, configurations, and settings stored in the Software.
4.4. To the extent that the use of the Software involves the processing of personal data, the Parties shall, prior to the commencement of any such processing, enter into a separate DPA that applies only to the relevant processing activities.
5. Use of the Software with Online Services
5.1. The Software may enable the Licensee to use third-party online services to support certain functionalities such as SMS, voice calls, or e-identification features for multi-factor authentication. The Licensee is not required to use such functionalities.
5.2. Any fees associated with third-party online services for which FortifiedID acts as a reseller will be charged to the Licensee according to FortifiedID’s pricelist or quote.
5.3. FortifiedID is not responsible for downtime, interruptions, or failures caused by third-party services or events outside FortifiedID’s reasonable control.
6. Updates, Maintenance
6.1. FortifiedID will use commercially reasonable efforts to ensure ongoing development of the Software, including addressing errors and performance issues and making the Software compatible with new versions of supported third-party technologies.
6.2. Subscription license:
6.2.1. When purchasing a subscription license to the Software, an update (maintenance) fee is included, granting the Licensee access to relevant updates. The subscription license also includes Software Support, as set out in clause 7 below.
6.2.2. If the Licensee has terminated this Agreement and wants to reactivate it, the Licensee must pay for all updates released during the inactive term as well as any new updates.
6.3. The Licensee acknowledges that updates to the Software may not work with the Licensee’s hardware, add-ons, custom adjustments, or modifications.
6.4. The Licensee is solely responsible for installing and testing updates in a non-production environment before deployment into a production environment.
7. Support
7.1. Software Support is included in subscription licenses. This support consists of commercially reasonable efforts to respond to support inquiries regarding the Software and functionality by email to support@fortifiedid.se during normal Working Days and working hours as defined in clause 1.8.
7.2. Support inquiries that are not related to reproducible errors in the most recent version of the Software, or require extended interaction such as meetings, will be invoiced according to FortifiedID’s pricelist or quote.
7.3. FortifiedID Premium Support may be purchased separately. It includes guaranteed availability, priority handling, response time commitments, and more advanced support options.
8. Assignment
8.1. The Licensee is not entitled to lend, lease, sublicense, transfer, or otherwise assign its rights or obligations under this Agreement without FortifiedID’s prior written consent.
8.2. If the Licensee acts in violation of this clause, FortifiedID may terminate this Agreement with immediate effect in accordance with clause 11.
8.3. FortifiedID may at any time, in whole or in part, assign its rights and obligations under this Agreement to any third party without the consent of the Licensee. FortifiedID will notify the Licensee of any such assignment.
9. Infringements of Third-Party Rights
9.1. FortifiedID represents and warrants that it has the right to license the Software, including related Documentation, to the Licensee, and that FortifiedID holds the necessary rights to allow the Licensee to use the Software in accordance with this EULA.
9.2. The representations in clause 9.1 do not apply to infringements resulting from modifications to the Software or Documentation by the Licensee, or the Licensee’s use of the Software with devices, data, or software supplied by the Licensee. The Licensee is responsible for ensuring that any third-party intellectual property embedded by the Licensee in the Software is lawfully licensed.
9.3. If a third party claims that the Software infringes its rights, the Licensee shall promptly notify FortifiedID in writing. FortifiedID shall take over the defense of the claim and have full control of any settlement, provided that FortifiedID may not settle any claim in a manner that imposes liability or admissions on the Licensee without the Licensee’s prior written consent, not to be unreasonably withheld.
9.4. If the Licensee becomes aware of any actual or potential infringement of the Software, it shall promptly notify FortifiedID in writing.
10. Limited Warranty
10.1. FortifiedID warrants to the Licensee that, for ninety (90) days from the Delivery Date, the Software will perform substantially in conformance with the Documentation.
10.2. Except for the limited warranty set out in clause 10.1, FortifiedID provides the Software without any other express or implied warranties. FortifiedID does not warrant that the Software will meet all requirements of the Licensee or that it will be uninterrupted or error-free.
10.3. This warranty applies only to errors that are reproducible in standalone form and does not apply to:
(i) Software modified by the Licensee or by a third party not authorized by FortifiedID;
(ii) Software used in violation of this Agreement or the Documentation; or
(iii) failures caused by third-party software or hardware.
10.4. FortifiedID’s entire liability and the Licensee’s exclusive remedy for any breach of the warranty is that FortifiedID will, within a reasonable time and at its own expense, use commercially reasonable efforts to repair or replace the nonconforming Software.
10.5. This warranty is void if the Software has failed due to accident, abuse, or misapplication.
10.6. Software provided under an Evaluation License is provided “AS IS” without warranty of any kind.
10.7. FortifiedID will use commercially reasonable efforts to correct reproducible defects in the most recent version of the Software.
10.8. FortifiedID may, in its sole discretion, remedy essential errors through updates or patches. Non-essential errors may be addressed at FortifiedID’s discretion.
10.9. Except as expressly stated in this clause 10, all warranties, whether express or implied, including any warranties of merchantability, fitness for a particular purpose, and non-infringement, are disclaimed to the fullest extent permitted by applicable law.
11. Termination
11.1. The Licensee may terminate this Agreement at any time by ceasing use of the Software and permanently deleting all copies, including Documentation. No refund is due in such case.
11.2. If the Licensee fails to comply with any of the terms or conditions of this Agreement and does not remedy such failure within thirty (30) days after written notice from FortifiedID, FortifiedID may terminate this Agreement with immediate effect.
12. Liability of the Licensee
12.1. The Licensee’s breach of this Agreement shall be subject to Swedish law, and FortifiedID is entitled to terminate this Agreement with immediate effect in the event of such breach.
13. Limitation of Liability
13.1. FortifiedID disclaims liability for:
(i) errors not related to the Software;
(ii) acts or omissions of Partners;
(iii) interactions with other hardware or software environments;
(iv) defects in third-party standard products delivered by FortifiedID;
(v) changes made by the Licensee; and
(vi) compatibility issues with new versions of third-party software.
13.2. FortifiedID shall not be liable for indirect, incidental, special, or consequential damages, including loss of data, loss of profits, or loss of goodwill, except to the extent such exclusion is not permitted by applicable law.
13.3. FortifiedID’s total aggregate liability for all claims under or in connection with this Agreement shall in no event exceed one hundred percent (100%) of the total fees paid by the Licensee to FortifiedID during the twelve (12) months immediately preceding the event giving rise to the claim.
13.4. Notwithstanding the foregoing, this limitation shall not apply to payment obligations or any liability that cannot be excluded or limited under applicable law.
14. Changes to this Agreement
14.1. FortifiedID’s Partner or distributor may not deviate from or amend this Agreement without FortifiedID’s prior written consent, given in accordance with FortifiedID’s applicable signing authority.
14.2. FortifiedID may update its standard terms, policies and DPA from time to time. Any updated version will apply as stated in the relevant document and, unless expressly stated otherwise, will not amend the parties’ then-current order form or active term.
14.3. During the current term, this Agreement may only be amended by mutual written agreement between the Parties.
15. Validity
15.1. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, it shall be enforced to the fullest extent permitted by applicable law to reflect the original intent of the Parties, and the remaining provisions shall remain in full force and effect.
16. Interpretation
16.1. No failure or delay in exercising any right or remedy under this Agreement shall be construed as a waiver of such right or remedy.
17. Export Control
17.1. The Licensee acknowledges that the Software may be subject to export controls or restrictions applicable to the territory where the Software may be used. The Licensee agrees to comply with all such export laws and regulations.
18. Governing Law and Dispute Resolution
18.1. This Agreement shall be governed by and construed in accordance with the laws of Sweden, without regard to its conflict-of-law principles.
18.2. 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 arbitration under the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce (SCC).
18.3. The seat of arbitration shall be Stockholm, Sweden. The language of the proceedings shall be English or Swedish.
18.4. All arbitral proceedings conducted under this clause, including all information disclosed and any decision or award, shall be kept strictly confidential unless otherwise required by law.