Last revised May 4th 2022.
This Agreement applies to all use of the Service provided by the Supplier. Access to and use of the Service is subject to Customer’s acceptance of and compliance with the terms as set out in this Agreement and the Order Form.
1.1 The following definitions shall apply in respect of this Agreement:
1.1.1 “Agreement” shall mean these terms of services for the use of the Service as well as any future amendment:
1.1.2 “Authorized User” shall mean an employee, contractor, agent or any other physical person associated with the Customer;
1.1.3 “Confidential Information” means all non-public business or technical information of one Party, including, but not limited to, any information relating to software plans, designs, code, methodologies, test results, internal policies and procedures, costs, prices, documentation, finances, personnel, research or know-how, which is either identified as confidential at the time of disclosure or would be reasonably un-derstood to be confidential given the nature of the information or circumstances of the disclosure. Confidential Information on the part of the Supplier includes, but is not limited to (i) the Services (and any associated software, documentation or mate-rial therewith) and (ii) the terms, conditions and pricing of the Agreement. The Cus-tomer’s Confidential Information includes, but is not limited to, Customer Data;
1.1.4 “Customer” shall mean the natural or legal person paying for and granted access to the Service in accordance with the Order Form;
1.1.5 “Customer Data” shall mean the data that is registered in the Service by the Cus-tomer, employees within the Customers organization or other users to which the Customer grants access to the Service in relation to the use of the hereof;
1.1.6 “Effective Date” shall mean the effective date in accordance with the Order Form;
1.1.7 “Intellectual Property Rights” shall mean all protectable intellectual property, such as copyrights, patents, trademarks, industrial design rights and applications for any of the foregoing, as well as any corporate names, trade names, trade dress, service marks, trade secrets, mask works, rights of priority, know how, design flows, meth-odologies and any and all other intangible protectable proprietary information;
1.1.8 “Order Form” shall mean the Supplier’s standard order form, whether in electronic or printed form, entered into by an authorized representative of each Party;
1.1.9 “Party” shall mean either Customer or Supplier separately.
1.1.10 “Parties” shall mean Customer and Supplier collectively.
1.1.11 “Service” shall mean the service made available by the Supplier for Customer’s ac-cess and use on a subscription basis as detailed in the Agreement and the Order Form;
1.1.12 “Subscription Term” shall mean the period of time set forth in an Order Form dur-ing which Customer has the right to access and use the Service;
1.1.13 “Supplier” shall have the meaning specified in the Order Form.
2.1 Subject to the terms and conditions of this Agreement, Supplier grants to Customer a non-exclusive, time limited (for the duration of the Subscription Term), world-wide right during the Subscription Term to access and use the Service set out in the Order Form. All of the features and functions, including videos, books, articles and reports, made available by the Supplier as part of the actual access right provided will be deemed to be within the scope of the use right granted and paid for.
2.2 The Customer may authorize as many users of the Service as is agreed in the Order Form. User licenses cannot be shared or used by more than one user. Customer is responsible for all activities that occur under this Agreement, including but not lim-ited to, unauthorized use and/or non-compliance with relevant terms of this Agreement by any employee within the Customer’s organization or other users of which the Customer grants access to the Service. Customer acknowledges that the Supplier may include in the Services functionality to track the number of active us-ers and to disallow use by more than the Authorized Users.
2.3 The Customer will not, and will not permit any Authorized User to:
(a) Make the Services available to anyone other than the Customer’s authorized users pursuant to clause 2.2;
(b) Sell, resell, license, sublicense, lease, rent, outsource, time-share or otherwise permit access to or use of the Service to or by any third party;
(c) Attempt or permit any other person to access, copy, translate, create a deriva-tive work of, deconstruct, reverse engineer, reverse assemble, disassemble or decompile, mirror or frame the Service or their related graphics, functions, features, software, systems or networks in a manner not expressly set forth in this Agreement
(d) Use or permit the use of any security testing tools in order to prove, scan or at-tempt to penetrate or assess the security of the Service.
3.1 Unless otherwise set forth in the Order Form, Supplier shall invoice the subscrip-tion fees in advance and Customer will pay within fourteen (14) days of the date of such invoice. If Supplier has not received payment from the Customer more than sixty (60) days after the date of the invoice, to the extent legally enforceable, Suppli-er may charge and Customer agrees to pay, interest on the overdue sum. Interest begins accruing thirty (30) days after the invoice date at 15 % a year until payment of the overdue sum is received. Supplier may immediately suspend the Services without additional notice in the event that Customer is more than thirty (30) days late in paying an invoice.
3.2 All fees listed in the Order Form are exclusive of any and all taxes and tariffs, includ-ing VAT, imposed by applicable law in connection with the transactions under this Agreement. Customer shall pay any and all taxes and tariffs imposed by applicable law or tax authority based on such transactions. Customer shall pay all taxes direct-ly to the applicable tax authority that are not otherwise invoiced by Supplier but re-quired to be paid under applicable law. If requested, Customer shall promptly pro-vide Supplier with verification of such payment. Customer shall reimburse and in-demnify Supplier for any and all costs, including, but not limited to, taxes, incurred by Supplier resulting from Customer’s failure to pay, late payment or miscalculation of any taxes, or failure to promptly provide Supplier with verification of such pay-ment.
4.1 All rights, including Intellectual Property Rights, in and to the Service are owned by the Supplier or its licensors. Nothing in this Agreement shall be construed as giving the Customer any ownership rights in respect of the Service and the Customer acknowledges and agrees that it does not acquire any ownership rights by down-loading, accessing or using the Service.
4.2 Customer will promptly alert Supplier in writing of any actual or potential infringe-ment of Supplier’s Intellectual Property Rights in and to the Services that comes to the attention of Customer.
5.1 As between the Parties, ownership to all Customer Data shall vest and remain vested with Customer as applicable, and Supplier shall implement reasonable physical and digital security to safeguard the Customer Data from unauthorized access and pre-serve the confidentiality of such Customer Data in accordance with the Agreement. Supplier shall grant Customer access to all Customer Data within its possession or control throughout the Subscription Term of this Agreement.
5.2 Customer grants Supplier the right to generate aggregate/anonymous data and ownership to such aggregate/ anonymous data is vested with Supplier, which Sup-plier may use for any business purpose during or after the Subscription Term, in-cluding without limitation for the development and improvement of Supplier’s Ser-vices. For the avoidance of doubt, Supplier will only use Customer Data for its own purposes in a deidentified (anonymous) form that does not identify Customer nor Authorized Users.
6.1 The Parties undertake to not at any time (i) disclose directly or indirectly Confiden-tial Information to any person or company, or (ii) use Confidential Information for any purpose other than the performance of this Agreement.
6.2 The obligations of confidentiality and use of Confidential Information contained in this clause 6 shall not apply to (i) information that was already in the public domain at the time of receipt thereof, (ii) information that has entered the public domain af-ter receipt thereof for a reason not attributable to the receiving Party, (iii) infor-mation that was possessed by the receiving Party before the receipt thereof, (iv) in-formation lawfully acquired by the receiving Party from a third party which has not been obtained in violation of, and is not otherwise subject to, any obligation of confi-dentiality, and (v) information that has been developed independently by the receiv-ing Party without relying on and without connection to the Confidential Information.
6.3 Confidential Information may be published or disclosed if it is required by applica-ble laws and regulations or by any order of any court of competent jurisdiction or any competent judicial, governmental, regulatory or supervisory body.
6.4 This non-disclosure obligation is in force for the Subscription Term of the Agree-ment and after the expiry or termination hereof for any reason, as long as the infor-mation remains confidential.
7.1 The Customer expressly acknowledges and agrees that use of the Service is at the Customer’s sole risk.
7.2 Customer acknowledges that at times the Service may be unavailable, or its func-tionality limited, due to server or software maintenance and updates.
7.3 Supplier reserves the right to temporarily disable access to the Service and/or ter-minate this Agreement with immediate effect and without prior notice if deemed necessary (in its sole discretion) to prevent any use of the Service contrary to this Agreement or to safeguard the interests of the Customer, including, but not limited to, if it is suspected that a user account has been compromised.
7.4 Supplier does not assume any liability for errors or defects in the Service and Sup-plier cannot and does not guarantee that the Service will be free from viruses and/or other malicious code. It is the responsibility of Customer to implement appropriate IT security safeguards, including anti-virus software.
8.1 The Service is provided “as is” and except as mandated by applicable law, Supplier does not provide any express or implied warranties. In particular, Supplier does not provide any expressed or implied warranties with respect to the Service’s mer-chantability, functionality or performance of satisfactory quality, fitness for a par-ticular purpose, accuracy, or non-infringement of third party rights.
Customer warrants i) that any data transferred to or from the Service via the Cus-tomer’s user account does not infringe any third party rights, including Intellectual Property Rights or personal data protection rights, or violate applicable law, and ii) that the Service is not otherwise used in connection with any illegal, fraudulent or defamatory activity.
9.1 Supplier is under no circumstances liable for any indirect or consequential damage, including damages for loss of profit, damages to any computer, device or system, loss of data, goodwill, use or similar losses.
9.2 The limitation of Supplier’s liability as set out in this clause 9 shall apply to the fur-thest extent permitted by applicable law.
9.3 The limitation as set out in this clause 9 does not apply in cases where Supplier has acted with gross negligence or willful misconduct.
9.4 Supplier’s total liability in respect of loss or damages arising under or in connection with this Agreement for a single event, whether in contract, warranty, product lia-bility, tort (including negligence), breach of statutory duty or otherwise, shall in no circumstances exceed an amount equal to the total revenue paid to Supplier in the six (6) months’ period immediately preceding the event which caused the claim. The Supplier’s aggregate liability under this Agreement shall in no event exceed the total revenue paid to Supplier under this Agreement.
10.1 Supplier is not liable for any failure of or delay in the Service for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, riots, war, terrorist acts, epidemics, pandemics, quaran-tines, strikes or labour disputes, embargoes, government orders, fires, floods or power outages. In such event Supplier reserves the right to choose to either tempo-rarily suspend the Service or to without liability terminate Customer’s use of the Service.
11.1 Supplier reserves the right to amend or update this Agreement from time to time. Supplier shall notify Customer in writing of any material amendments to the Agreement at least thirty (30) days before such amendments enter into force. The current version of the Agreement in force can always be found on Supplier’s website below. On this basis, Customer is encouraged to visit the Supplier’s website on a regular basis to monitor for any amendments to the Agreement.
12.1 Terms of termination as set forth in the Order Form clause 6.
12.2 Notwithstanding clause 12.1, the subscription can be terminated for convenience by Supplier upon six (6) months written notice.
12.3 Notwithstanding clause 12.1 either Party may terminate this Agreement with im-mediate effect if the other Party is in material breach of the terms of this Agreement or the Order Form and such breach has not been remedied within thirty (30) days after giving written notice hereof.
12.4 The Agreement and the Order Form constitutes a single agreement and the expira-tion or termination of the Agreement for whatever cause will also constitute an expi-ration or termination of the Order Form.
12.5 Upon the date of expiration or termination of the Agreement for whatever cause,
(a) The Customer’s right to use the Services will end with immediate effect;
(b) Any confidential information shall be returned to the owner or destroyed at the owner’s sole discretion;
(c) Any Customer data will be anonymized.
13.1 Customer is not entitled to assign any rights or obligations under the Agreement to anyone without the prior written consent of Supplier.
13.2 Supplier has the right to transfer its rights and obligations under this Agreement, in whole or in part, to a third party at any time without the approval of Customer.
13.3 A waiver of any breach shall be effective only in the instance given and shall not be construed as a continuing waiver of other breaches of the same or other provisions of the Agreement.
13.5 If individual provisions of this Agreement should be or become ineffective in full or in part, the remaining provisions of this Agreement shall remain in full force and ef-fect.
13.6 Supplier’s failure to enforce rights under this Agreement shall not constitute a waiver of the rights.
14.1 This Agreement and the relationship between Supplier and Customer shall be gov-erned by the laws of Denmark, excluding any conflicts of law provisions.
Any dispute or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof is to be settled by arbitration at The Dan-ish Institute of Arbitration (Copenhagen Arbitration) in accordance with the Rules of Procedure of the Danish Institute of Arbitration (Danish Arbitration). The place of arbitration shall be Copenhagen, the case shall be settled by one (1) arbitrator and the language of arbitration shall be English.
15.1 For any questions regarding these terms of service, the Customer may contact the Supplier using the email: DI2X@DI2X.com.