Heartspace Terms of Use

Heartspace PR Sverige AB (”HEARTSPACE”)
Garagevägen 32
121 32 Enskededalen
SWEDEN

Latest update 21 October 2024

Introduction

Welcome to HEARTSPACE! HEARTSPACE offers an AI-powered PR tool that can help you spread your message, reach your target audience, and contribute to a more constructive and solution-oriented public conversation.

First and foremost, we would like to thank you for choosing us and using our services, and a special thanks for taking the time to read through these Terms of Use as well as our Privacy Policy thoroughly.

Unless otherwise defined herein, all terms beginning with a capital letter that are defined in the Privacy Policy shall have the same meanings herein as therein unless expressly stated otherwise.

These terms and conditions (the "Terms") apply to Heartspace PR Sverige AB:s services "HEARTSPACE” "us", "our" or "we").

By "you" and ”Customer” we mean the legal entity, or person, that is ordering Services under these Terms, any of your affiliates together with you, and your affiliates’ employees and representatives.

When we refer to the "parties" we mean you and us together.

Contact Information

You may best contact us through our email address: [email protected]

Agreeing to the terms

By using our Services and (where applicable) creating a user account each time that you log in with that user account you agree to the Terms. If you do not agree to these Terms, you may not use the Services.

The customer agrees with the purchase of Services. By signing a separate purchase order/statement of work (viewed as a main agreement) and its appendices (including these terms and conditions and collectively referred to as the "Agreement"), HEARTSPACE and the customer (hereinafter referred to respectively as "Party" and collectively the "Parties") enter into a binding agreement.

Each of the Parties warrants to the other that it has full power and authority to enter into and perform the Agreement.

Definitions

"Account" means any account that you may need to register with us to use and maintain use of our Services.

"Contact Information" means the information set out above.

"Functions" means the functionality of our offerings, as in the Services we offer to you, our customer/user.

“Platform” refers to the services described in the “Services” section below.

"Privacy Policy" means our Privacy Policy which describes how we process your data.

"Services" means the services described under the section "Services" below.

"Third Party Applications" means, in these Terms, online, web-based applications and offline software products or services that are a) provided by third parties, b) interoperate with us, and c) may be either separate or integrated with us, and whether or not such are indicated by us as being third-party applications.

"Subscription Period" is defined under the section "Term and Termination" below.

Services

This Agreement regulates the terms and conditions under which the customer shall purchase and HEARTSPACE shall provide the service (hereinafter referred to as the “Service” or the “Services”).

HEARTSPACE undertakes to provide the Service by the provisions of this Agreement as well as any specifications made in its appendixes and the main agreement entered into by the Parties.

HEARTSPACE grants the Customer a non-exclusive right to use the Service. HEARTSPACE shall provide access for the Customer to the Service as from the date specified in this Agreement or the main agreement.

Using the Services

To order the Services, you must contact us and set up a customer relationship. To initiate use of our Services, or where applicable, to create an Account, you will be given the information necessary to register for our Services as well as be provided with our specific costs related to our offerings before engaging with our services. Further instructions follow on our website: heartspace.ai.

The Customer shall provide to HEARTSPACE all information, including but not limited to relevant content, text, images, and other files, relevant to the performance of the Services. Furthermore, before commencing any specific project, the Customer shall (if available) review and approve the statement of work as provided by HEARTSPACE During the term of the Agreement, the Customer shall continuously, with promptness and in good time provide HEARTSPACE with necessary co-operation, information, materials and data, access to staff and timely decision-making which may be reasonably required by HEARTSPACE for the performance of the Services.

The Customer shall designate and maintain throughout the term of the Agreement one or several individuals to serve as its primary point of contact for day-to-day communications, consultation, and decision-making regarding the Services provided (each, a "Contact Person").

The Contact Person(s) shall be the contact(s) between the Customer and HEARTSPACE in connection with day-to-day matters relating to the Services and be responsible for, providing day-to-day consents and approvals, including any financial decisions relating to the Services, on behalf of the Customer and communicating with and providing timely and accurate information and feedback to HEARTSPACE in connection with the Services. The Customer shall ensure that its Contact Person(s) have the requisite organizational authority, skill, experience, and other qualifications to perform these duties.

The Customer agrees to abide by the terms of any third-party software, media, or intellectual property included within any work done or Services provided for the Customer.

The Customer shall, from the Effective Date and onwards, (i) obtain and maintain all licenses, permits, and governmental authorizations necessary to own and/or use its property (including IP), conduct its business, and use the results of this Agreement for its intended purposes and (ii) make sure that these licenses, permits and governmental authorizations are valid and enforceable.

Obligations

We offer the Services to companies and other legal entities. You warrant that you are authorized to enter into these Terms on behalf of the legal entity as well as to use all functions as presented through these Terms of Use as well as through the information presented on our website.

These Terms constitute the entire agreement between us about the Services. You warrant that the persons ( e.g. employees and representatives) you authorize to use the Services have read and understand the Terms. You are at all times responsible for the use of Services under these Terms as if it was you using the Services.

Use of the Services

When you use our Services, you must always comply with all applicable laws, regulations, and public orders. You shall not access our Services other than through interfaces provided by us and as otherwise expressly authorized under these Terms. You may not use the Services in a manner contrary to our, or any third party’s, rights and interests. You agree to comply with all instructions and recommendations provided by us from time to time. Furthermore, you understand that HEARTSPACE does not cooperate with certain industries and does not allow for the use of our Platform in industries related to weaponry, gambling/betting, pornography, the spread of hate or deliberate disinformation, promotion of preserving the dependency on fossil fuels or use of technologies or energy resources that pollute the environment or damage ecosystems, or other conduct that we deem is not applicable with our standards and social policy. Please visit our website or contact us for more information regarding this. We screen all users who initiate trial accounts and may cancel trials if the user is associated with something, not in harmony with the values that Heartspace stands for. HEARTSPACE employees will make the initial decision regarding these matters, and HEARTSPACE reserves the right to cancel any trial or subscription if a user's use of the platform can cause harm to other humans, the planet or risk the reputation of Heartspace platform and its users. If a user disagrees with such a decision, a formal request to change the decision can be sent to [email protected]. Heartspace may also cancel a trial or an ongoing subscription if we suspect that the user has no intent to pay for the service or has malintent in their use of the service. We also reserve the right to refuse service to anyone without needing to explicitly explain why as there can be reasons for which we can not disclose why a specific user is banned from the service. This request will be reviewed by the Founders and Advisory Board of Heartspace, which also can take advice from legal counsel. The user needs to provide evidence of how they are going to use the platform to positively– and not negatively– impact the well-being of humans and the planet in full accordance with these terms. The Advisory Board of Heartspace, together with a majority of Founders, can then change the decision if they so see fit. The user has no right to any compensation for the time that they have not been able to use the platform. If the Advisory Board of Heartspace and its Founders enforce the decision of not giving a user access to the platform, that decision is final and can not be changed. If the founders of Heartspace conclude that the issue can be dealt with by the founding team, there is no need for a verdict from the Advisory Board.

You agree to be responsible for all activities that occur within the scope of your use of the Services. Credentials for your access to our Services must be kept secure at all times and you are forbidden to share data relating to your Account/access to our Services with any third parties. Should you suspect that your Account or your credentials have been or are being used by a third party you must contact us immediately.

You also agree not to:

Defame, abuse, harass, threaten, or otherwise violate the legal rights of any third party or us;

Publish, post, or - in any other way express - any material or information that is inappropriate, defamatory, infringing, obscene, pornographic, racist, terrorist, politically slanted, indecent, or unlawful;

Contribute to destructive activities such as dissemination of viruses, spam, or any other activity that might harm us or our Services in any way;

Monitor the Services’ availability, performance, or functionality for any competitive purpose, meaning, for example, that you agree not to access the Services to develop or operate a competitive product or service or copy the Services’ features or user interface; or

Resell or in any way redistribute results or use the Services to create a competing service or product.

We may have to suspend the supply of any of the Services to:

Deal with technical problems make minor technical changes; or

Update changes to the Services to reflect changes in applicable laws and regulatory requirements.

We will contact you in advance for any planned maintenance if we need to suspend the supply of any Service. This does not apply if the problem is urgent or an emergency.

We are entitled to decline or adjust an order from you and close down your Account or access to our Services if you provide us with untrue, inaccurate, not current, or incomplete information when using our Services. This shall also apply if you fail to comply with these Terms (for example if you have not paid for the Services in time or we have reason to suspect that you lack intent to pay for the service) or other mandatory provisions by law. Upon occurrence of any of these events, we will contact you and request that you remedy your breach of these Terms.

Your provision of content

Our Services may include functions for uploading information provided or created by you. ("Content"). You are responsible for all distribution and other actions by you and your organization.

By adding Content to our Services, you warrant that you are a) the owner of the uploaded Content or b) entitled to manage the Content in such a way and that the Content or your use of the Content in no way violates any applicable legislation. We will not supervise whether any Content is lawfully uploaded or distributed through our Services. Furthermore, by adding Content to our Services, you are aware that, depending on the settings of your Account/access to our Services, such Content might be shared with others. We are not liable for any loss of Content and we advise you to always keep your backup of your Content. We do not take any responsibility for the validity of the Content provided or created by you.

Price

Payment for the Services shall be made by the price agreed upon in writing by the Parties. Payment for use of the Services is made periodically by the payment plan we have agreed upon. You must pay all applicable fees as set out and described for the Services that you have selected. The prices for the Services do not include value-added tax (VAT) unless otherwise specified. The price of the Services provided to you will be the price indicated when you ordered our Services through us.

We have the right to change the price for the Services. If we change the prices, we will notify you in advance. By continuing to use or access the Services after the price changes come into effect, you agree to be bound by the new charges. You are entitled to cancel your subscription/access (“Subscription Period”) to the Services at any time, and you will continue to have access to the Services throughout your current Subscription Period if such a model has been chosen (please contact us if you have any questions regarding the price of our Services and what plan/cost structure that applies to your use of the Services). If you have been offered Services for a specific term and price, that price will remain in force for that agreed time.

Payment information

We are entitled to perform a credit check where necessary and will inform you if we need to do so. You agree to pay within the set time for the payment method/cost structure you have chosen. We have the right to close down your Account until you have paid for all the charges incurred by you. Payment after the due date may entail late payment fees as well as interest where applicable.

Refunds

Unless otherwise expressly set out in these Terms, we do not provide refunds, right to return for a purchased subscription, credits for any partially used subscription, credits for any unused Account, or credits because you were dissatisfied with the Services. We do however strive to keep our customers and users satisfied and invite you to contact us should you have any issues with our Services.

Term

The term for our Services commences upon the creation of an Account with us and shall remain in force during the applicable contractual period (or if applicable, the Subscription Period). If you have chosen a model based on ordering our Services on a case-by-case basis, you will be bound by each subsequent order. HEARTSPACE may terminate this Agreement with immediate effect by delivering notice of the termination to the Customer if the Customer fails to pay the invoice amount two (2) times over any term.

Termination

To terminate the Services simply contact us by using the Contact Information.

Upon termination, your right to access the Services will be revoked immediately. We will also delete or anonymize any personal information about you, except for any personal information that we are required to keep by law. Any Services still ongoing upon termination shall be carried through by these Terms. Obligations arising from any breach of contract during the term of these Terms shall not be affected by termination.

We reserve the right to terminate the contract with you if you:

A breach or otherwise violate these Terms or any other provisions set up by us; or

Use the Services in any way that does not comply with the intended purposes or is otherwise harmful to us or any third person.

Liability

Our liability to you will be limited as follows:

we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with any contract between us; and

our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total sums paid by you for Services under the applicable order/contract. We have no liability if you use the Services under a trial period or otherwise free of charge.

We are not in any event liable for loss of profit or other indirect damage. Furthermore, we are not liable for your liability towards a third party.

You do not have the right to claim damages unless such a claim is made within six (6) months from the time the damage occurred.

The Customer is solely responsible for its use of our Services.

Amendments

We may modify these Terms at any time. In the event of changes that are not minor and may affect you, you will be notified via email or our website. You are responsible for keeping yourself informed of any changes to the Terms. The latest version of the Terms will be available on our website. Amendments to the terms and conditions become effective the business day following the day they are posted.

All new functionalities, features, and content introduced and added to the Services or the website will be subject to what is stipulated in the Terms.

The Agreement and its appendices as well as the statement of work/work order and any main agreement entered into between the Parties constitute the entire agreement between the Parties on all issues to which the Agreement relates. The contents of this Agreement and its appendices as well as the statement of work/work order and any main agreement entered into between the Parties supersede all previous written or oral commitments or undertakings.

Neither Party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other Party which shall not be unreasonably withheld.

Any notice required to be given to the Customer shall be delivered by certified mail, personal delivery, or overnight delivery paid for by the Customer.

HEARTSPACE may, in its sole discretion, make any changes to the Service that it deems necessary or useful to:

Maintain or enhance;

The quality or delivery of HEARTSPACE’s products or services to its customers;

The competitive strength of, or market for, HEARTSPACE products or services as well as such Service’s cost efficiency or performance.

HEARTSPACE may at any given time have to amend these Terms as well as its Services in general in compliance with applicable law. Should you have any questions about our compliance with legislation in your given jurisdiction, please feel free to contact us. HEARTSPACE strives to be compliant with all applicable law in any jurisdiction where we are active but recognize that new developments in both law, case law, and technology, in general, may lead to a learning curve in certain situations. As such, we humbly accept any possible feedback from our users and customers.

Customer support

If you have any questions or complaints, please contact our support department at [email protected]. Standard support is provided on weekdays between 9-17 CET and handled in order. We try to answer as soon as possible but in times of high demand we ask for your patience. For customers needing support at weekends or evenings, we recommend contacting us for information about custom support contracts.

Privacy

You acknowledge that you are the data controller for any personal data processed by us on your behalf in conjunction with your use of the Services.

More information about how we process personal data can be found in our Privacy Policy.

Upon termination of the Agreement, a copy of the Customer's data shall, on a request from the Customer that shall be made at the latest 60 days from the termination of the Agreement, promptly be returned to the Customer or a person designated by the Customer, and any parts which exist electronically shall if the Customer so wishes and to the extent reasonable, be submitted in electronic form by the Customer's instructions.

After the expiry of such 60 days, and unless otherwise required by applicable law, HEARTSPACE may destroy such Customer’s data, or differently make it inaccessible to the Customer.

In the relationship between the Customer and HEARTSPACE, the Customer is the holder of all rights about the Customer's data unless otherwise followed by the Agreement.

The Customer is liable for and shall indemnify and hold HEARTSPACE harmless from and against, any infringement by Customer's data of any third party right or any other non-compliance with applicable law.

When processing personal data within the scope of our Services, the Customer is the data controller and HEARTSPACE is the data processor. As a data controller, it is the Customer's responsibility that personal data is processed by applicable legislation. HEARTSPACE undertakes that it will only process personal data by the Agreement and the Customer's written instructions. Where the requested action does not follow from the Agreement, HEARTSPACE shall be remunerated for following the Customer's written instructions. HEARTSPACE shall implement the agreed technical and organizational measures to protect personal data. HEARTSPACE shall be prepared to comply with any orders issued by any governmental authority by law about any measures required to fulfill the stipulated security requirements for the Customer's data. Where HEARTSPACE incurs extra costs for complying with amended security requirements, the Customer shall compensate HEARTSPACE for any such costs. HEARTSPACE shall immediately notify the Customer upon discovering any completed or attempted unauthorized access to, destruction of, or amendment to the Customer's data.

HEARTSPACE shall allow any inspections that a governmental authority may be entitled to require under the law about personal data processing. HEARTSPACE may charge the Customer for any costs in connection with the implementation of such inspection.

When using a subcontractor who processes personal data (a “Subprocessor”), HEARTSPACE, as the Customer's representative, shall sign an agreement with the Subprocessor, according to which the Subprocessor, shall act as data processor. Where personal data will be transferred to a country outside of the EU/EEA, HEARTSPACE shall ensure that the Subprocessor signs the EU's standard agreement clauses for transferring personal data to a third country. The same actions shall be applied regarding personal data related to US customers where HEARTSPACE shall act following relevant US legislation. HEARTSPACE shall be entitled to sign any relevant processing agreement as a representative of the Customer.

Heartspace takes appropriate security measures to prevent unauthorized access, disclosure, modification, or unauthorized destruction of personal data. Personal data processing is carried out using computers and/or IT-enabled tools, following organizational procedures and modes strictly related to the purposes indicated in our Privacy Policy and Terms of Use.

The personal data concerning our users is collected to allow Heartspace to provide its Services, comply with its legal obligations, respond to enforcement requests, protect its rights and interests (or those of its users or third parties), detect any malicious or fraudulent activity, as well as the following registration and authentication, hosting and backend infrastructure, managing data collection and online surveys, infrastructure monitoring, user database management, handling payments, managing contacts and sending messages, traffic optimization and distribution, tag management, analytics and displaying content from external platforms.

Intellectual Property Rights

The Services are owned and operated by HEARTSPACE PR Sverige AB. All copyrights, trademarks, trade names, logos, and other intellectual or industrial property rights held and used by us, as well as those presented in the Services (including titles, graphics, icons, scripts, source codes, etc.), are our property or third-party licensors’ property and must not be reproduced, distributed, sold, used, modified, copied, limited or used (in whole or in part) without our written consent.

All intellectual property (“IP”), including but not limited to any data, files, text, and graphic content provided to HEARTSPACE by the customer “Customer IP”, is and shall remain the exclusive property of the Customer (or, where applicable, the third party from whom its right to use the IP has derived).

All intellectual property rights (“IPR”), excluding the Customer IP and any work created by HEARTSPACE for the Customer, arising in connection with the Agreement shall be the property of HEARTSPACE, and HEARTSPACE hereby grants the Customer a non-exclusive license of such IPR to receive the Services. Such license shall be granted and continue subject to full payment of the applicable Service Fees.

All material submitted by the Customer for publication will be considered publicly accessible. HEARTSPACE does not screen in advance customer material submitted to HEARTSPACE for publication. HEARTSPACE’s publication of material submitted by customers does not create any express or implied approval by HEARTSPACE of such material, nor does it indicate that such material complies with the terms of the Agreement. The Customer hereby grants to HEARTSPACE a non-exclusive license to publish and use such material, which may be sub-licensed to any contractor acting on behalf of HEARTSPACE. The Customer must obtain permission and rights to use any information or files that are copyrighted/protected by IPR by a third party. The Customer is further responsible for granting HEARTSPACE permission and rights for use of the same. Evidence of permissions and authorities may be requested. The Customer shall hold responsibility in using Heartspace services, especially when it comes to Nirvana Ai- our autonomous AI writer, in a responsible and legally compliant way. Nirvana AI is trained always to include links to sources and never copy other sources. The Customer shall not delete the links to the sources. The Customer is obliged to inform Heartspace in case a link that Nirvana AI provides is incomplete or missing so Heartspace can investigate the issue and ensure links are included. The Customer may never point Nirvana AI to paywalled sources unless the Customer has an explicit license or subscription for that material and the Customer ensures that they will use the material in a legally compliant way that they have sufficient rights to.

The Customer shall indemnify and hold harmless HEARTSPACE against all damages, losses, and expenses arising as a result of any actions or claims that any materials provided to HEARTSPACE by or on behalf of the Customer infringe the intellectual property rights of a third party.

The Customer agrees that any delivery of Services may be presented in HEARTSPACE’s portfolio and thus promoted through sales and marketing activities, and hereby grants HEARTSPACE a revocable, worldwide, non-exclusive license to use its name, logo, and branding for such activities unless otherwise agreed in writing.

Confidentiality

The Parties hereby undertake, during the term of the Agreement and thereafter, not to disclose to any third-party information regarding the Agreement, nor any other information which the Parties have learned as a result of the Agreement, whether written or oral and irrespective of form (“Confidential Information”). The Parties agree and acknowledge that the Confidential Information may be used solely for the fulfillment of the obligations under the Agreement and not for any other purpose. The receiving Party further agrees to use, and cause its directors, officers, employees, sub-contractors, or other intermediaries to use, the same degree of care (but not less than reasonable care) to avoid disclosure or use of Confidential Information as it uses concerning its own confidential and/or proprietary information.

This confidentiality undertaking does not apply to information which

a) at the date of its disclosure is in the public domain or at any time thereafter comes into the public domain (other than through breach of this Agreement); or

b) The receiving Party can evidence that was in its possession or was independently developed at the time of disclosure and was not obtained, directly or indirectly, by or as a result of a breach of a confidentiality obligation.

This confidentiality undertaking shall not apply to the extent that any Party is required to disclose information by law or according to any order of a court or other competent authority or tribunal or by any applicable stock exchange regulations or the regulations of any other recognized marketplace. If any Party would be required to make any such disclosure, each Party undertakes to give the other Party immediate notice before any such disclosure. Each Party also agrees and undertakes to use its best efforts to ensure that any information disclosed under this section, to the extent possible, shall be treated confidentially by anyone receiving such information.

Unless otherwise followed by applicable law, HEARTSPACE’s pricing information or other information that a Party specifies as confidential shall always be regarded as a business or professional secret.

This confidentiality undertaking shall survive any termination of this Agreement and shall remain in force during a period of three (3) years thereafter.

Competition and non-solicitation

Customer agrees not to, either directly or indirectly, engage in any activities that may compete with HEARTSPACE or its business during the Term of the Agreement and for a period of six (6) months thereafter.

During the term of the Agreement and for a period of two (2) years thereafter (regardless of the timing or reason for termination), the Customer will not, directly or indirectly, for himself or on behalf of any other person or entity, solicit, assist or in any way encourage any employee or consultant of HEARTSPACE, which includes all HEARTSPACE subsidiaries or of any entity affiliated therewith, to terminate his or her employment or consulting relationship with HEARTSPACE or any such entity. HEARTSPACE is entitled to a fine corresponding to SEK one million (1 000 000) for each violation. If HEARTSPACE’s damage due to the breach of non-solicitation exceeds the aforementioned penalty, HEARTSPACE shall be entitled to compensation from the Customer that includes such excess amounts.

Governing law and dispute settlement

Swedish law shall apply to these Terms.

Any dispute, controversy, or claim arising out of or in connection with these Terms, or the breach, termination, or invalidity thereof, shall be finally settled by Swedish law at the district court of Stockholm.

Assignment

HEARTSPACE may assign its rights and (where permissible by law) its obligations under this Agreement, in whole or in part, to any third party at any time without prior notice, including without limitation, to any person or entity acquiring all or substantially all of the assets or business of HEARTSPACE. The performance of the Services may be made by HEARTSPACE, one or more affiliates of HEARTSPACE, or subcontractors of any of the foregoing entities. For purposes of this Agreement, the performance of the Services by any of the aforementioned provided shall be deemed performance by HEARTSPACE itself. HEARTSPACE shall remain fully responsible for the performance or nonperformance of the Services by any of these providers. The Customer may not assign this Agreement or the rights and duties hereunder, in whole or in part, to any third party without the prior written consent of HEARTSPACE. Any such requests for the assignment of rights will be handled at the sole discretion of HEARTSPACE.

Force majeure

We are not responsible for delays and defects outside our control. If our deliveries are delayed by an event outside our control, we will take steps to minimize the effect of the delay.

Neither Party shall be liable for any failure in performance of the obligation under this Agreement due to cause beyond that Party’s reasonable control (including and not limited to any pandemic, fire, strike, act, or order of public authority) during the pendency of such event.

When the Force Majeure Event has persisted for six (6) months, each Party shall be entitled to terminate the Agreement with immediate effect.

Contact

HEARTSPACE PR Sverige AB (company reg. no. 556882-2042)

Garagevägen 32
121 32
Sweden