1. Introduction
1.1 Welcome to Qlero, a service provided through the company Gudrun AB (hereinafter referred to as “Qlero”, “we” “our”, or “us”).
1.2 These Terms of Use govern your use of qlero.io (the “Website”) and all related tools, applications, data, software and other services provided by Qlero (the “Services”). The term, termination and commercial terms of the Services are governed by the applicable Master Services Agreement between Qlero and the Customer. In the event of any conflict between these Terms of Use and the Master Services Agreement, the Master Services Agreement shall prevail.
1.3 Through this Agreement, we grant you a non-exclusive, non-transferable or transferable right for you to use the Services during the term of the Agreement. Please note that all Users must be authorized by the Customer and granted access under the Customer’s account. Users may include employees, consultants or Payees designated by the Customer.
1.4 These Terms of Use, together with our Privacy Policy and any applicable Master Services Agreement and Data Processing Agreement, constitute a legally binding agreement (the “Agreement”) between Qlero and the Customer governing access to and use of the Qlero royalty management platform, including all related services and functionalities (the “Platform”). By accessing or using the Platform, you confirm that you are authorized to do so under the Customer’s account and that you agree to comply with this Agreement.
1.5 Your access to and use of our services is conditioned on your acceptance of and compliance with these Terms of Use. By accessing the Services, you agree to be bound by these Terms of Use. We reserve the right to, at any time, make any changes or amendments to these Terms of Use that we deem to be necessary.
1.6 By accessing or using the Platform, the individual doing so represents that:
1.7 The individual accessing the Platform further represents that they are authorized to do so under a Customer’s account and, where applicable, to bind the Customer to this Agreement.
1.8 The Customer agrees to be bound by this Agreement through any access to or use of the Platform under its account. Each User accessing the Platform confirms that they have read and understood these Terms of Use and the Privacy Policy and agree to comply with them.
(i) any registration information submitted is true, accurate, current and complete;
(ii) such information will be maintained as accurate and updated where necessary;
(iii) they have the legal capacity to enter into these Terms of Use and agree to comply with them;
(iv) they are not under 18 years of age;
(v) they will not access the Platform through automated or non-human means, including bots or scripts;
(vi) they will not use the Platform for any unlawful or unauthorized purpose; and
(vii) their use of the Platform will comply with all applicable laws and regulations.
1.9 If you do not agree to these Terms of Use or the Privacy Policy, you must not access or use the Platform.
1.10 The Platform is not intended for use by individuals under the age of 18, and the Customer is responsible for ensuring that all Users granted access to the Platform meet this requirement.
2. Services
2.1 Qlero has developed a structured and efficient platform designed to streamline and standardize royalty management for record labels, publishers, distributors and other rights holders.
2.2 The Platform enables Customers to automate royalty calculations, manage contractual parameters, generate royalty statements and self-billing documentation in a secure and scalable environment. The purpose of the Services is to replace fragmented and manual royalty processes with a centralized and digital solution where data integrity, transparency and traceability are maintained throughout the royalty lifecycle.
3. The Qlero Platform
3.1 The services of Qlero are provided through our Platform.
3.2 Upon registering for our Services, you understand that your access and use of our Platform is subject to your strict compliance with these Terms of Use and any applicable guidelines that we may choose to enforce, including, without limitation, the following.
3.3 You may not access or use the Platform for any purpose other than that for which we make the Platform available. The Platform may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Qlero.
3.3.1 You are not permitted to copy, rip or capture, attempt to copy, republish, make available or otherwise communicate to the public any of the Platform’s or any other User’s content from the Platform or any part of the Platform, other than
(i) by means of download in circumstances where Qlero or the relevant uploader has elected to permit downloads of the relevant item of content and
(ii) where such content is your uploaded content, or
(iii) as permitted under these Terms of Use and, where applicable, within the parameters set by the Customer or designated User.
3.3.2 Users are not permitted to use the Platform to upload, post, store, transmit, display, copy, distribute, promote, or otherwise make available and communicate:
(i) any content that is deemed to be offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit, ethnically or culturally offensive, indecent, that promotes violence, terrorism, or illegal acts, incites hatred on grounds of race, gender, religion or sexual orientation, or is otherwise objectionable, whereas such a decision will be made at Qlero´s reasonable discretion;
(ii) any information, content or other material that violates, plagiarizes, misappropriates or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right;
(iii) any content that violates, breaches or is contrary to any applicable law, rule, regulation, court order or is otherwise is illegal or unlawful in Qlero´s reasonable opinion; or
(iv) any material of any kind that contains or may contain any virus, spyware, adware, malware, or other harmful or malicious component, which will or might overburden, impair or disrupt the Platform or its servers or networks.
3.3.3 Users are not permitted to collect or attempt to collect personal data, or any other kind of information about other Users. For more information on the protection of your personal integrity we ask that you read our Privacy Policy.
3.4 You, as a User agree to comply with the above conditions, and acknowledge and agree that Qlero has the right, at its sole discretion, to terminate your account or take such other action as Qlero may see fit if you violate any of the above conditions or any of the other terms of these Terms of Use. This may include, but is not limited to, taking court action and/or reporting offending users to the relevant authorities.
4. Registration
Upon registering an account on our Platform, the Customer is required to provide us with at least, but not limited to, the following information:
(i) username
(ii) password
(iii) full name of System Administrator
(iv) e-mail address of System Administrator
(v) phone number to System Administrator
(vi) your payment information
5. System administration
The System Administrator(s) is the Customer’s contact person(s) in all matters relating to the Services and the Agreement. The System Administrator(s) may, among other things, do the following things on your behalf:
The information you provide shall be current, true and complete. You are responsible for keeping your information updated at all times.
(i) order additional Services,
(ii) add and delete Users,
(iii) assign, modify and revoke User access rights and permission levels within the Platform
(iv) give Users permission to use the Services, which means that they receive their own login information,
(v) appoint other persons who may also act as System Administrator,
(vi)receive changes and updates to this Agreement,
(vii) terminate this Agreement, and
(viii) decide on other issues that arise as a result of this Agreement.
6. Pricing
6.1 The fees applicable to the Services are those presented to the Customer at the time of subscription or otherwise agreed between the parties. Qlero may adjust the fees with immediate effect to the extent such adjustment is due to circumstances beyond Qlero’s reasonable control, including changes in applicable taxes, duties, exchange rates, or other governmental or regulatory measures that directly affect the cost of providing the Services. In other cases, Qlero may adjust the fees by providing at least ninety (90) days’ prior notice. Any such adjustment shall take effect at the beginning of the next subscription or billing period. If the Customer does not accept the adjusted fees, the Customer may terminate the Agreement by written notice prior to the effective date of the adjustment. Continued use of the Services after the effective date shall constitute acceptance of the adjusted fees.
6.2 All prices quoted are exclusive of VAT. You are responsible for paying VAT, other taxes and public fees paid for the Services you purchase from us.
7. Third Party Websites and Services
7.1 The Platform may provide you with access to third party websites, databases, networks, servers, information, software, programs, systems, directories, applications, products or services (hereinafter “External Services”).
7.2 Qlero does not have or maintain any control over, nor does it take any responsibility for the External Services and is not and cannot be responsible for their content, operation or use. By linking or otherwise providing access to any External Services, Qlero does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of content, information or services provided by such External Services.
8. Data Protection and Privacy
All personal data that you provide to us in connection with your use of the Platform is collected, stored, used and disclosed by Qlero in accordance with our Privacy Policy.
9. Customer Data
9.1 The Platform enables the Customer and its Users to upload, submit, configure, store and otherwise make available Customer Data, including Royalty Data, contractual information, financial information and related materials. The Customer is solely responsible for all Customer Data submitted to or processed through the Platform.
9.2 By submitting or making available any Customer Data through the Platform, the Customer/User represents and warrants that:
(i) it has all necessary rights, licenses, consents and permissions to submit and process such Customer Data through the Platform;
(ii) the submission and use of such Customer Data in connection with the Services will not infringe any intellectual property rights, contractual rights, privacy rights or other rights of any third party;
(iii) the Customer Data is accurate, lawful and not misleading;
(iv) the Customer Data does not contain any viruses, malicious code or other harmful components that may damage, interfere with or disrupt the Platform or Services; and
(v) the Customer Data does not violate any applicable law or regulation.
9.3 Qlero shall only use Customer Data as necessary to provide, maintain, secure and develop the Services in accordance with this Agreement and, where applicable, the Data Processing Agreement. Qlero may use Customer Data in aggregated and anonymized form for statistical analysis, service improvement and development purposes. Qlero shall not use Customer Data for marketing purposes except to the extent explicitly permitted under this Agreement or with the Customer’s prior consent.
9.4 The Customer grants Qlero a non-exclusive, worldwide, royalty-free right to access, host, store, process, reproduce, transmit and otherwise use Customer Data solely for the purpose of providing, maintaining and improving the Services.
9.5 As between the parties, Customer Data remains the property of the Customer. Qlero does not claim ownership of Customer Data.
9.6 The Customer acknowledges that Qlero does not independently verify the ownership of rights, contractual entitlements, or the legal basis underlying any Royalty Data. The Platform performs calculations and generates outputs solely based on Customer Data and parameters configured by the Customer.
10. Intellectual Property Rights
This Agreement does not transfer any copyright or other intellectual property rights in the Services to you or anyone else. You may not copy, modify or otherwise manage software or other material belonging to Qlero or the Services. You shall defend us if claims are made or an action is brought against us for infringement due to you or the person using the Services in violation of this Agreement. This is done at your own expense. You must also reimburse us for all the costs and damages that we may be obliged to pay through settlement or judgment.
11. Disclaimer and limitation of liability
11.1 The Platform and Services are provided on an “as is” and “as available” basis. To the maximum extent permitted by applicable law, Qlero disclaims all warranties, whether express or implied, including any implied warranties of merchantability, fitness for a particular purpose and non-infringement. Qlero does not warrant that the Platform will be uninterrupted, error-free, secure, or free from harmful components, nor that defects will be corrected. Qlero and its subsidiaries, affiliates, successors, and assigns, and their respective employees, agents, directors, officers and shareholders, shall have no liability for any loss or damage arising from:
(i) your inability to access or use the Platform or any part or parts thereof, or to access any content or any External Services via the Platform;
(ii) any changes that Qlero may make to the Platform or any part thereof, or any temporary or permanent suspension or cessation of access to the Platform or any content in or from any or all territories;
(iii) any action taken against you by third party rights holders with respect to any alleged infringement of such third party’s rights relating to your content or your use of the Platform, or any action taken as part of an investigation by Qlero or any relevant law enforcement authority regarding your use of the Platform;
(iv) any errors or omissions in the Platform’s technical operation, or from any inaccuracy or defect in any content or any information relating to content;
(v) your failure to provide Qlero with accurate or complete information, or your failure to keep your username or password suitably confidential;
(vi) any loss or damage to any computer hardware or software, any loss of data (including your content), or any loss or damage from any security breach; and/or
(vii) any loss of profits, or any loss you suffer which is not a foreseeable consequence of Qlero breaching these Terms of Use. A loss is foreseeable where it could be contemplated by you and Qlero at the time you agree to these Terms of Use, and as such do not include any indirect losses, such as loss of opportunity.
11.2 The Customer acknowledges that the Platform performs royalty calculations and generates reports solely on the basis of Royalty Data and parameters configured or provided by the Customer/User. Qlero does not verify the legal validity, accuracy or completeness of Royalty Data and does not assume responsibility for the correctness of any calculations, reports, or payment determinations derived therefrom. The Customer is solely responsible for the accuracy, completeness and legality of all Royalty Data and any payment instructions submitted through the Platform.
11.3 To the maximum extent permitted by applicable law, Qlero shall not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business, loss of goodwill, loss of anticipated savings, or loss or corruption of data, whether arising in contract, tort (including negligence) or otherwise, even if advised of the possibility of such damages.
11.4 Subject to Section 11.5, Qlero’s total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort (including negligence) or otherwise, shall not exceed an amount equal to the total fees paid by the Customer to Qlero for the Services during the twelve (12) months immediately preceding the event giving rise to the claim.
11.5 Nothing in this Agreement shall exclude or limit liability to the extent such exclusion or limitation is not permitted under applicable law, including liability arising from gross negligence, willful misconduct, or any other liability that cannot lawfully be excluded or limited.
11.6 Any claims brought by Users in connection with the Platform shall be deemed to be claims brought by the Customer for the purposes of this Section 11 and shall be subject to the same exclusions and aggregate liability cap set out herein.
12. Indemnification
You hereby agree to indemnify, defend and hold harmless Qlero, its successors, assigns, affiliates, agents, directors, officers, employees, partners and shareholders from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys' fees, resulting from:(i) any violation by you of these Terms of Use or any applicable guidelines; or
(ii) any third-party claim of infringement of copyright or other intellectual property rights or invasion of privacy arising from your activity on the Platform, and/or your engagement with End Users through the Platform.
13. Term and termination
The term, renewal and termination of the Services for Customers and Users are governed by the applicable Master Services Agreement. In the event of any conflict between these Terms of Use and the Master Services Agreement, the Master Services Agreement shall prevail.
14. Messages/notices
We may send messages to you through the Platform, letters to the address you have entered or e-mail to the e-mail address you have entered in the profile of your User account. Messages we send to you by post are considered to have reached you no later than three (3) working days after the message was sent from us. Messages are sent by post to the address you last submitted to us in writing. Messages we send to you through our Platform or via e-mail are considered to have reached you immediately. Messages sent via e-mail are sent to the e-mail address you last provided to us in writing. You must ensure that we have the correct contact information. You must notify us in the Platform of updates to the address, e-mail address or other contact information that you have provided to us.
15. Assignment
Qlero 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 Qlero. You 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 Qlero. Any such requests of assignment of rights will be handled at the sole discretion of Qlero.
16. Severability
Should one or more provisions of these Terms of Use be found to be unlawful, void or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and/or enforceability of the remaining provisions of the Terms of Use, which will remain in full force and effect.
17. Entire Agreement
These Terms of Use, together with any applicable Master Services Agreement and referenced policies, constitute the entire agreement between Qlero and the Customer regarding access to and use of the Platform and supersede any prior discussions or understandings relating thereto.
18. Governing law and dispute resolution
18.1 This Agreement shall be governed by and construed in accordance with the substantive laws of Sweden, without regard to its provisions concerning choice of laws.
18.2 Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination, or invalidity thereof, shall preferably be resolved through negotiations between the parties.
18.3 Where the Parties have failed to resolve the dispute within thirty (30) days of it having been referred to negotiations, the dispute shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The seat of arbitration shall be Stockholm, Sweden. The language to be used in the arbitral proceedings shall be the English language, unless the Parties agree otherwise.
18.4 Notwithstanding what is set forth above, Qlero shall be entitled to commence proceedings before a court of general jurisdiction or any enforcement authority to demand payment of non-paid fees which have not been disputed by the Customer within 30 days of the payment due date.
19. Disclosures
Qlero is a Platform and Service provided through Gudrun AB (559496-7654), a company incorporated under the laws of Sweden and with its main place of business at Sibyllegatan 17, 114 42 Stockholm, Sweden You may contact us by sending correspondence to the above-mentioned address or by emailing us at info@qlero.io
r Platform and the services provided thr
You are more than welcome to contact us with any questions related to our Services. However, we cannot offer support in matters such as accounting or questions of a technical nature that are not related to the Service. You can contact us through the contact information available on our website or via our user support found when logged in to your User Account. Should you wish to raise a complaint or request a refund, please do so via email to info@qlero.io. Qlero is committed to ensuring that any received complaints or disputes are dealt with in a fair, open and timely manner. Current opening hours for support can be found on our website.
Definitions
Within the scope of these Terms of Use, the following definitions shall apply:
“User Account” refers to the account created within the Platform for a User and associated with a specific Customer.
“User” refers means any legal entity/individual authorized by the Customer to access the Platform under the Customer’s account, including but not limited to System Administrators and authorized Payees.
“System Administrator” refers to a person means an individual designated by the Customer to manage access rights, permissions, and administrative settings within the Platform on the Customer’s behalf. “Agreement” refers to these Terms of Use. Where a Customer has entered into a Master Services Agreement with Qlero, such Master Services Agreement shall govern the relationship between Qlero and the Customer and shall prevail in the event of any inconsistency.
“Service ” refers to our Platform and the services provided through it.
“Content” refers to any materials, text, graphics, interfaces, software components, documentation, and other content made available by Qlero through the Platform, excluding Customer Data.
“Royalty Data” refers to Customer Data relating to royalty calculations, rights, revenue reporting, and payment entitlements processed through the Platform.
“Customer” refers to a legal entity that has entered into a Master Services Agreement or other written subscription agreement with Qlero for access to the Platform and the Services.
“Payee“” means an individual or legal entity designated by the Customer as entitled to receive royalty payments and who may be granted access to the Platform as a User under the Customer’s account.
“Customer Data” means any data, information, files, royalty parameters, contracts, payee details, financial information, or other material submitted to, stored in, or generated within the Platform by the Customer or its Users.
