Terms of service

1. Introduction

1.1 These Terms of Service (“Subscription Agreement”) are effective as of the date on the Order, if applicable (the “Effective Date”), and is between Varnish Software AB (556805-6203) Wallingatan 12, 111 60 Stockholm, Sweden, (“Varnish”) and the customer named in the Order (“Subscriber”). Each is a “Party” and together, the “Parties”.

1.2 Varnish provides a proprietary platform service designed to allow subscribers to deliver content to digital devices and products (“Service”), as further described in the then-current version of any technical documentation provided to Subscriber by Varnish or available on our website (“Documentation”).

2. Definitions

“Effective Date” means the date that the Subscriber accepted the terms of this Subscription Agreement by creating an Order.

“Intellectual Property Rights” means all intellectual property rights, whether registered or unregistered, including patents, utility models, designs, copyrights, database rights, trade marks, trade secrets, know-how, and all similar rights and protections in any jurisdiction.

“Order” means an online or offline order for Services, which may include service specification, price, quantity and commitment for such Services.

“Permitted User” shall mean (a) an employee or independent contractor of Subscriber or (b) a Subscriber affiliate, provided that, Subscriber will be jointly and severally liable with such Subscriber affiliate for all acts and omissions of each Subscriber affiliate while using the Service.

“Subscriber Data” means any data, information, or material provided or submitted by Subscriber to Varnish in the course of receiving the Services.

“Service Specification” means specification of Services as described on the website describing the particular Services that the Subscriber has purchased based on the description as it stands on the Effective Date.

“Subscription Agreement” means these terms and conditions, together with any appendices, Orders, and any documents incorporated by reference.

“Subscription Fee” means the recurring fee payable by the Subscriber to access and use the Subscription Services.

3. Provision of the service

3.1 Access to the service

Subject to Subscriber’s compliance with the terms of Subscription Agreement (including any Order) and timely payment of all applicable Subscription Fees, Varnish hereby grants to Subscriber a limited, revocable, non-exclusive, non-transferable right for Permitted Users to access and use the Service solely for Subscriber’s internal business purposes, during the Subscription Term.

3.2 Restrictions

Subscriber shall not, and shall not permit any Permitted User to: (a) use the Service in violation of applicable law; (b) permit any third party to access, resell, lease, transfer, or share the Service or rights under this Subscription Agreement; (c) remove, alter, or obscure Varnish trademarks, names, or logos; (d) copy, reproduce, or modify the Service or any part thereof; (e) use the Service for the benefit of any third party, to develop competing products, or for any purpose not expressly permitted herein; (f) access non-public systems, data, or bypass security measures of the Service; (g) use the Service for benchmarking or developing competing offerings; or (h) reverse engineer, decompile, disassemble, or otherwise attempt to derive source code, structure, or underlying ideas of the Service.

3.3 Permitted Users

Subscriber is responsible for all access to and use of the Service by its Permitted Users, including any use under Subscriber’s account or credentials. Subscriber must ensure Permitted Users comply with this Subscription Agreement and is responsible for maintaining the confidentiality of all log-in credentials. Subscriber shall promptly notify Varnish of any unauthorized access or use of the Service.

4. Ownership and Intellectual Property Rights

4.1 No Intellectual Property Rights transfer.

Notwithstanding anything to the contrary, nothing in this Subscription Agreement or otherwise between the Parties shall be construed as transferring or assigning the title or ownership of any Intellectual Property Rights.

4.2 Subscriber Data

Subscriber retains ownership of all Subscriber Data and is solely responsible for its accuracy, quality, legality, and authorized use. Varnish assumes no liability for any deletion, correction, destruction, damage, loss, or failure to store Subscriber Data. Subscriber grants Varnish a worldwide, non-exclusive, revocable, limited license to process, transmit, and store Subscriber Data during the Subscription Term, solely to provide the Services under this Subscription Agreement.

4.3 Varnish Indemnity

Varnish shall indemnify and hold Subscriber and its affiliates harmless from any third-party claims alleging that the Service infringes intellectual property rights, including related costs and attorney fees. If such a claim results or is likely to result in an injunction, Varnish may, at its discretion: (a) modify the Service to be non-infringing; (b) procure continued use rights for Subscriber; or if (a) and (b) are not commercially reasonable,
(c) terminate the Subscription Agreement (and applicable Order) and refund any prepaid fees for the unused portion of the Subscription Term. This obligation does not apply if the claim arises from: (i) modifications not approved by Varnish; (ii) unauthorized combinations or use; (iii) misuse of the Service; (iv) third-party components or Subscriber Data; or (v) Varnish’s compliance with Subscriber's specifications.

4.4 Subscriber Indemnity

Subscriber shall indemnify and hold Varnish harmless from any and all claims, damages, losses, liabilities, and expenses (including attorneys’ fees) arising from Subscriber’s or any Permitted User’s use of the Service in violation of this Subscription Agreement.

4.5 Procedure

The indemnity obligations above apply only if the indemnified Party: (a) promptly provides written notice of the claim to the indemnifying Party; and (b) grants the indemnifying Party sole control over the defense and settlement, provided that any settlement fully releases the indemnified Party from all liability.

5. Warranties

5.1 Varnish shall perform the Services in all material respects in accordance with this Subscription Agreement. Varnish warrants that Service does not contain any viruses or other malicious code that can be detected by state-of-the-art anti-virus scanners.

5.2 Varnish does not warrant that (i) Services will be error-free or accessible at all times (ii) the delivery of Services will be uninterrupted or without delay.Varnish shall not be responsible for unauthorized access to or alteration of the Subscriber’s data.Varnish does not warrant that (i) Services will be error-free or accessible at all times (ii) the delivery of Services will be uninterrupted or without delay. Varnish shall not be responsible for unauthorized access to or alteration of the Subscriber’s data.

5.3 Except for the specific warranties stated in this Subscription Agreement, Varnish provides no other warranties for the Services. All other implied or statutory warranties including those about quality, performance, fitness for a particular purpose, or merchantability—are excluded.

6. Term, Termination and Billing

6.1 Term

Services that are provided to you as Paid Services may be provided to you on a subscription basis for the length of term that you specified during the initial sign-up process or your first use (“Subscription Term”). All of your subscriptions to Paid Services with a Subscription Term will automatically renew for periods equal to your initial Subscription Term, and you will be charged at Varnish then-current Subscription Fees rates unless you cancel your Subscription through the Services’ account dashboard prior to your next scheduled billing date.

6.2 Early Termination

Either Party may terminate this Subscription Agreement (including any Order) with immediate effect by written notice if the other Party: (a) materially breaches this Subscription Agreement and fails to remedy the breach within 30 days of written notice (if capable of remedy), or if the breach is not capable of remedy; (b) assigns this Subscription Agreement in breach of the Assignment clause; or (c) becomes insolvent or enters liquidation, administration, or a similar insolvency process. Upon termination, all rights granted to the Subscriber immediately cease, and the Subscriber must stop using the Services. All unpaid fees become immediately due and payable.

6.3 Service Suspension

Varnish may suspend Services to the Subscriber without notice or liability if: (i) it reasonably believes the Services are being used in violation of this Subscription Agreement; (ii) suspension is necessary to protect its network or other customers; (iii) required by law or regulatory authority; or (iv) the Subscriber fails to pay Subscription Fees due.

6.4 Billing

Varnish bills in advance on a monthly subscription basis, unless otherwise agreed at the time of purchase. To access any Services requiring payment (“Paid Services”), Subscriber must provide valid and current credit card information (“Payment Method”). By doing so, Subscriber authorizes Varnish to charge the Payment Method on a monthly basis for fees associated with the Paid Services Subscriber uses. Billing will begin on the date Subscriber first accesses the Paid Services, regardless of configuration status.

6.5 Purchase of the Additional Service

The Subscriber may subscribe to additional services offered by Varnish, which shall be governed by the terms of this Subscription Agreement. The billing information previously provided by the Subscriber shall apply, and any associated Subscription Fees for the additional services may be charged separately or together with the main Subscription Fee.

6.6 Subscription Fee Changes.

Varnish may change the Subscription Fees for the Service at any time in our sole discretion, with at least thirty (30) days’ prior notice to Subscriber. Unless otherwise stated in the notice, any fee changes will take effect in the billing period immediately following such notice.

6.7 Taxes

Varnish’s Subscription Fees are exclusive of all value-added tax (VAT) and any similar taxes required by applicable law. Subscriber shall be responsible for all such taxes, except for taxes based solely on Varnish’s income. If Subscriber is required by law to withhold taxes from any payment to Varnish, Subscriber shall gross up such payment so that Varnish receives the full invoiced amount

6.8 No refunds.

All fees are non-refundable. Subscriber will be billed in full for the Subscription Term in which any cancellation occurs, and no refunds will be issued for any unused portion of that term. Following cancellation, Subscriber will retain access to the Paid Services through the end of the current Subscription Term, except for Services subject to usage-based billing.

6.9 Invoice Queries

If the Subscriber disputes the invoice, the Subscriber must notify Varnish at billing@varnish-software.com within ten (10) calendar days of the invoice date, specifying the disputed amount, the reason for the dispute, and provide any supporting documentation. If no such notice is received within this period, the invoice shall be deemed accepted and binding.

7. Limitation of liability

7.1 Neither Party’s total liability arising out of or related to this Subscription Agreement shall exceed the amounts actually paid or payable by Subscriber in the twelve (12) months preceding the event giving rise to the claim. Neither Party shall be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, including loss of data, revenue, profits, use, or economic advantage, arising from or related to the use or inability to use the Services, or from any content, data, interruption, error, or omission, even if advised of the possibility of such damages. The limitations of liability in this Subscription Agreement do not apply to either Party’s indemnity obligations, or to liability arising from: (a) gross negligence or willful misconduct; (b) death or personal injury; or (c) breach of Confidentiality.

8. Miscellaneous

8.1 Data Protection and Privacy.

Each Party shall comply with their respective obligations as set out in a Data Processing Agreement (DPA).

8.2 Confidential Information:

Each Party (“Receiving Party”) may receive non-public, confidential, or proprietary information from the other (“Disclosing Party”) in connection with this Agreement. “Confidential Information” includes, without limitation: (a) the terms of this Agreement and any Order; (b) information relating to the Services (c) Subscriber Data; and (d) other non-public information disclosed in any form related to this Subscription Agreement. The Receiving Party must protect Confidential Information with the same care it uses for its own, and no less than reasonable care, and may only use it as needed to perform under this Subscription Agreement. Disclosure is permitted only to employees, contractors, or affiliates with a need to know and who are bound by confidentiality obligations.These obligations do not apply to information that: (a) becomes public through no fault of the Receiving Party; (b) was known before disclosure; (c) is received lawfully from a third party; (d) is independently developed; or (e) must be disclosed by law or court order, provided reasonable notice is given to allow the Disclosing Party to seek protective measures.

8.3 Components not embedded in Service.

The Services may involve the use of or integration with third-party software or services not embedded in Varnish’s Service. Varnish will use commercially reasonable efforts to protect Subscriber’s interests when engaging with such third parties, but Varnish shall not be liable for the performance, availability, or security of any such third-party components.

8.4 Manner of Giving Notices.

Varnish may provide notice by email or mail to Subscriber’s contact details on record. Notices are deemed received 48 hours after email is sent or 4 business days after mailing. Notices to Varnish must be sent to compliance@varnish-software.com and to the Varnish address provided in Section 1.1.

8.5 Modifications.

No terms or conditions set forth in any purchase order, pre-printed form, or other document provided by Subscriber shall modify or supplement this Subscription Agreement, and any such terms are hereby rejected and shall have no legal effect.

8.6 Variation.

We may update the terms of this Subscription Agreement from time to time, with changes taking effect upon publication. For material changes, we will use reasonable efforts to provide at least 30 days’ prior notice. What constitutes a material change will be determined at Varnish reasonable discretion. Any addendum signed by both Parties overrides conflicting terms in the main Subscription Agreement.

8.7 Force Majeure.

Neither Party is liable for delays or failures caused by events beyond reasonable control, including internet or network outages, CDN failures, cloud service interruptions, power or telecommunications failures, or acts of government, service outages resulting from equipment and or software failure, telecommunication failure, power failure, or failure of third party service providers. The performance of this Subscription Agreement shall then be suspended for as long as any such event prevents the affected party from performing its obligations.

8.8 Trademark Usage for Marketing.

Subscriber shall not use Varnish names, trademarks, trade names, service marks, or logos without a prior written consent. For the duration of this Subscription Agreement, Subscriber grants Varnish a non-exclusive, non-transferable, royalty-free licence to use Subscriber’s trademarks and logos, without modification, solely in connection with promoting and marketing the Service.

8.9 No Third-Party Beneficiaries.

No term of this Subscription Agreement is intended to confer a benefit on, or to be enforceable by, any third party who is not a party to this Subscription Agreement.

8.10 Assignment.

Neither Party may assign any of its rights, interests or obligations under this Subscription Agreement without the prior written consent of the other Party.

8.11 Entire Agreement.

This Subscription Agreement is the entire agreement between the Parties and overrides all other agreements or communications, written or oral, made before or at the time of signing. In the event of any conflict or inconsistency among the following, the order of precedence shall be: (i) the applicable Service Order, (ii) this Subscription Agreement. No failure or delay by either Party in exercising any right under this Subscription Agreement will constitute a waiver of that right. If any part of this Subscription Agreement is found unenforceable, the rest remains in effect, and the invalid part will be interpreted to reflect the original intent as closely as possible.

8.12 Survival.

The following provisions will survive termination: confidentiality (section 8.2), intellectual property (section 4), limitations of liability (section 7), payment obligations (section 6), and any other terms which by their nature are intended to survive.

8.13 Dispute Resolution and Applicable Law.

Any dispute, controversy or claim arising out of or in connection with this Subscription Agreement, or the breach, termination or invalidity thereof, shall be finally settled by expedited arbitration in accordance with the SCC Rules for Expedited Arbitration. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be English. Governing law is Swedish law (without recourse to any conflict of laws doctrine).