LAST UPDATED: June, 2019
EPIITO’S LICENSE AND END USER TERMS
READ CAREFULLY THESE LICENSE AND END USER TERMS. THEY CONTAIN THE EXCLUSIVE TERMS AND CONDITIONS BETWEEN EPIITO AND THE CUSTOMER AND USER REGARDING ACCESS AND USE OF EPIITO’S SERVICES. THE SERVICES ARE AVAILABLE ONLY TO INDIVIDUALS WHO ARE AT LEAST 18 YEARS OLD, WHO ARE ACTING FOR THEMSELVES OR IN THEIR CAPACITY AS AN EMPLOYEE OR REPRESENTATIVE OF A BUSINESS ENTITY OR OTHER ORGANIZATION. EPIITO MAY REFUSE TO OFFER THE SERVICES TO ANY PERSON OR ENTITY AND MAY CHANGE ITS ELIGIBILITY CRITERIA, AT ANY TIME, IN ITS SOLE DISCRETION.YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT, UNDER ALL APPLICABLE LAWS, ON BEHALF OF YOURSELF OR ON BEHALF OF SUCH BUSINESS ENTITY OR OTHER ORGANIZATION IN YOUR CAPACITY AS AN EMPLOYEE OR REPRESENTATIVE OF SUCH BUSINESS ENTITY OR OTHER ORGANIZATION.
BY SIGNING UP TO THE SERVICES, CREATING AN ACCOUNT OR BY ACCESSING, DOWNLOADING, INSTALLING OR USING THE SERVICES IN ANY MANNER, YOU WILL CREATE A LEGALLY ENFORCEABLE CONTRACT WHERE YOU AND/OR THE BUSINESS ENTITY AND/OR OTHER ORGANIZATION YOU REPRESENT AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THESE LICENSE AND END USER TERMS. ANY CUSTOMER PURCHASE ORDER OR SIMILAR CUSTOMER TERMS SHALL NOT APPLY.
YOU ACKNOWLEGE THAT YOU HAVE READ AND UNDERSTAND THESE LICENSE AND END USER TERMS, THESE TERMS HAVE THE SAME FORCE AND EFFECT AS A SIGNED AGREEMENT, EPIITO REQUIRE YOU TO BE IDENTIFIED BEFORE ISSUING THISE LICENSE AND ISSURANCE OF THIS LICENSE DOES NOT CONSTITUTE A GENERAL PUBLICATION OF THE SERVICES.
IF YOU CANNOT OR DO NOT AGREE TO ALL TERMS AND CONDITIONS IN THIS AGREEMENT, OR IF YOU ARE NOT ELIGIBLE OR AUTHORIZED TO DO SO, YOU SHOULD NOT SIGN UP TO THE SERVICES, STOP ANY DOWNLOADING, DELETE ANY APPLICATION DOWNLOADED AND YOU ARE PROHIBITED FROM ACCESSING OR USING THE SERVICES.
THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE THAT REQUIRES DISPUTES TO BE ARBITRATED ON AN INDIVIDUAL BASIS, AND PROHIBITS CLASS ACTION CLAIMS. IT AFFECTS HOW DISPUTES BETWEEN YOU AND EPIITO OR THE BUSINESS ENTITY OR OTHER ORGANIZATION THAT YOU REPRESENT AND EPIITO ARE RESOLVED. BY ACCEPTING THE TERMS AND CONDITIONS OF THIS AGREEMENT BY SIGNING UP TO THE SERVICES, CREATING AN ACCOUNT OR ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THIS ARBITRATION PROVISION. PLEASE READ IT CAREFULLY.
- Contract and these terms
- The Customer has entered a contract with Epiito that allows the Customer to grant access to the Services for Users. These license and end user terms governs the Customer’s and User’s license, access and use of the Services.
- Definitions and interpretation
- Except to the extent expressly provided otherwise, in this Agreement:
“Account” means an account enabling a person to access and use the Services;
“Account Data” means contact details, payment information and identification data on the Customer and on an User;
“Agreement” means these license and end user terms with appendices; and for the Customer, it also means the contract concluded separately about the Customer’s license of the Services;
“Aggregated Anonymous Data” means data submitted to, collected by, or generated by Epiitoin connection with the use of the Services, but only in aggregate, anonymized form which doesn’t specifically identify the Customer or User;
“Business Day” means any weekday other than a bank or public holiday in Denmark;
“Business Hours” means the hours of 09:00 to 17:00 CET on a Business Day;
“Claim” means any notice or claim that any Customer Data, or activities hereunder with respect to any Customer Data, may infringe or violate rights of a third party;
“Confidential Information” means (a) the terms of the Agreement; (b) the Intellectual Property Rights; (c) the Customer Data; and (d) any information disclosed by the Customer or a User to Epiito in writing prior to termination of the Agreement that at the time of disclosure either (i) was marked or described as “confidential”; or (ii) should have been reasonably understood by Epiito to be confidential. Any disclosure of information to a partner or agent of Epiito shall not be deemed disclosed to Epiito;
“Customer” means the business entity or other organization that you represent and have signed up for the Services, and for whose exclusive benefit are you permitted to access the Services;
“Customer Data” means all data, works and information uploaded to or stored on the Services that are owned, held, used or created by the Customer or on behalf of the Customer or generated by the Services as a result of the use of the Services by the Customer or behalf of the Customer including but not limited to Account Data, 3D models, photos, BCF issues, sound files, and scenarios;
“Customer System” means Customer’s information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by Customer or through the use of any third-party service;
“Epiito” means Epiito A/S, Strandlodsvej 6B, 3., 2300 Copenhagen S, Denmark with business no. 37943525.
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the Party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these “intellectual property rights” include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Maintenance Services” means the general maintenance of the Services, and the application of Updates and Upgrades;
“Party” means either Epiito or the Customer, and “Parties” means Epiito and the Customer jointly;
“Personal Data” has the meaning given to it in the Danish Data Protection Act in force from time to time;
“Service”/”Services” means one or more of Epiito’s applications available in Google or Apple Appstore that Epiito provides to the Customer, or has an obligation to provide to the Customer;
“Support Services” means support in relation to the use of, and the identification and resolution of errors in, the Services, but shall not include the provision of training services;
“Term” means the term of this Agreement;
“Third Party Services” mean application programming interfaces (APIs) and/or other services operated or provided by third parties’;
“Update” means a hotfix, patch or minor version update to any Services;
“Upgrade” means a major version upgrade of any Services; and
“User” means any person or third party that the Customer grants access to the Services, cf. Clause 3.3.
“Written Notice” means a notice provided to the other Party in accordance with Clause 22.
- The clause headings do not affect the interpretation of this Agreement. Words in the singular include the plural and vice versa.
- No term of the Agreement is to be construed against a Party because the term was first proposed or drafted by that Party.
- Services and Customer license
- Epiito grants to the Customer a worldwide, non-exclusive license to use the Services.
- The Services include the features included in the package selected by the Customer in connection with conclusion of the Agreement and as reflected on Epiito’s website. The Services are subject to modification from time to time at Epiito’s sole discretion, for any purpose deemed appropriate by Epiito. Any and all such modifications to the Services shall, for the purposes of this Agreement, be deemed to be included in Services.
- The license granted by Epiito to the Customer under Clause 1may only be used by the officers, employees, agents and subcontractors of the Customer. Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the license granted by Epiito to the Customer under Clause 3.1is subject to the following prohibitions: (a) the Customer must not sub-license its right to access and use the Services; (b) the Customer must not permit any unauthorised person to access or use the Services; (c) the Customer must not use the Services to provide services to third parties; and (d) the Customer must not republish or redistribute any content or material from the Services.
- The Customer and User shall use reasonable endeavours, including reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Services using an Account.
- Neither a Customer nor an User may use the Services: (a) in any way that is unlawful, illegal, fraudulent or harmful; (b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity; or (c) in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.
- For the avoidance of doubt, neither the Customer nor an User has the right to access the software code (including object code, intermediate code and source code) of the Services, either during or after the Term.
- User license
- To access any Services, you must first register with Epiito. You must provide accurate and complete information and keep your information updated. You must notify Epiito immediately of any change in your eligibility to use the Services or if you become aware of any, unauthorized use of the Services.
- Subject to the terms the Agreement, Epiito grants you a non-exclusive, non-transferable, non-sublicenseable right and license to: download, install, access and use the Software that you have chosen to access and Epiito agrees to provide (in executable format only) only in connection with your access and use of the Service through a web-based interface under the Customer’s account. The Services may be used only in accordance with the documentation and in unmodified form, and solely for Customer’s internal business purposes. Your access and use of the Services shall comply with all other conditions set forth in the Agreement (such as, for example, restrictions regarding the number or identity of authorized users, number of concurrent streams that may be streamed from the Service or capacity limits). Customer shall use commercially reasonable efforts to ensure that each of its authorized users comply with all applicable obligations and restrictions imposed on Customer under the Agreement. Any breach of any such obligations and restrictions by any such authorized users shall be deemed a breach by Customer of its obligations under the Agreement, and the Customer shall be responsible and liable for any breach of any such obligations by any such authorized users.
- Maintenance Services
- Epiito shall provide the Maintenance Services to the Customer during the Term.
- Epiito shall where practicable give to the Customer and Users at least ten (10) Business Days’ prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Services or are likely to have a material negative impact upon the Services, without prejudice to Epiito’s other notice obligations under this main body of this Agreement.
- Epiito shall give to the Customer and Users at least five (5) Business Days’ prior written notice of the application of an Upgrade to the Services.
- Epiito shall provide the Maintenance Services with reasonable skill and care.
- Support Services
- Epiito shall provide the Support Services to the Customer during the Term.
- Epiito shall provide the Support Services with reasonable skill and care.
- Epiito shall respond within reasonable time to all requests for Support Services made by the Customer during normal Business Hours. Any and all support requests must be sent via email to firstname.lastname@example.org.
- Updates and Upgrades
- The Services are under constant improvement and enhancement with new features and services. Epiito may, from time to time, make Updates available to the Customer under the Agreement. Some improvements and enhancements are Upgrades that may entail an additional fee to be paid. However, the Customer may refrain access to the Upgrade.
- Epiito will use reasonable efforts to ensure that the Services are available 24 hours a day. However, it is possible that on occasion those Services may be unavailable to permit scheduled or emergency maintenance or other development activity to take place. Epiito will use reasonable efforts to publish on its website cloud.epiito.com in advance details of any unavailability.
- For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement: (a) a Force Majeure Event; (b) a fault or failure of the internet or any public telecommunications network; (c) a fault or failure of the Customer’s computer systems or networks; (d) any breach by the Customer of this Agreement; or (e) scheduled maintenance carried out in accordance with this Agreement.
- Suspending access
- Without limiting any other right or remedy available to Epiito, Epiito may restrict or suspend the Customer’s access to the Services immediately where the Customer (including any of its personnel or an User): (a) Undermines, or attempts to undermine, the security or integrity of the Services; (b) Uses, or attempts to use the Services: (i) For improper purposes; or (ii) in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Services; or (c) has otherwise materially breached the Agreement (in Epiito’s reasonable opinion).
- Restrictions and responsibilities
- Customer will not, directly or indirectly, and will not permit or enable any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to, discover the source code, object code or underlying structure, ideas or algorithms of the Services (provided that reverse engineering is prohibited only to the extent such prohibition is not contrary to applicable law); (ii) bypass or breach any security device or protection used by the Services or access or use the Services other than by an authorized user through the use of his or her own then valid access credentials; (iii) input, upload, transmit or otherwise provide to or through the Services, any information or materials that are unlawful or injurious, or contain, transmit or activate any malicious code; (iv) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede in any manner the Services, in whole or in part; (v) except as expressly and specifically authorized in this Agreement, rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services to any person, including, without limitation, through any time-sharing or service bureau service; (vi) access or use the Services for purposes of competitive analysis of the Services, the development, provision or use of a competing software service or product or any other purpose that is to Epiito’s detriment or commercial disadvantage; (vii) modify, translate, or create derivative works based on the Services; or (viii) use the Services other than in accordance with this Agreement, with all applicable laws and regulations, and, in the case of Third Party Services (as defined below), in compliance with the applicable third-party license agreement. If Customer becomes aware of any actual or threatened activity prohibited by Clauses 3or 10.1, Customer shall promptly: (a) take all reasonable and lawful measures within its control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services); and (b) notify Epiito of any such actual or threatened activity.
- Customer shall set up, and at all times during the Term, maintain and operate in good repair all Customer Systems on or through which the Services are accessed or used, in accordance with any and all specifications provided by or on behalf of Customer in relation thereto (if applicable). Customer will cooperate with Epiito in connection with the performance of this Agreement by making available such personnel and information and access to other resources as may be reasonably required, and taking such other actions as Epiito may reasonably request. Customer will also cooperate with Epiito in establishing a password or other procedures for verifying that only designated employees and independent contractors of Customer have access to the Services. Epiito is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement.
- Customer hereby agrees to indemnify and hold harmless Epiito against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of Clause 3or 10.1or otherwise from Customer’s use of Services (except for claims or actions that arise from matters for which Epiito has agreed to indemnify Customer pursuant to Clause 11.6). Although Epiito has no obligation to monitor the content provided by Customer or Customer’s use of the Services, Epiito may do so and may remove any such content or prohibit any use of the Services it believes may be (or alleged to be) in violation of Clause 10.1.
- Customer will be responsible for maintaining the security of Customer account, passwords and files, and for all uses of Customer’s account with or without Customer’s knowledge or consent. Customer has and will retain sole responsibility for any: (i) information, instructions or materials provided to the Services through its account or otherwise provided by or on behalf of it to Epiito; and (ii) conclusions, decisions or actions based on its use of the Services and the results thereof.
- Customer acknowledges and agrees that the Services may operate on or with or using Third Party Services. Epiito is not responsible for the operation of any Third Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third Party Services. Customer is solely responsible for procuring any and all rights necessary for it to access Third Party Services (except for Third Party Services provided by Epiito to Customer as part of the Services) and for complying with any applicable terms or conditions related to any Third Party Services. Epiito does not make any representations or warranties with respect to Third Party Services or any third party providers. Any exchange of data or other interaction between Customer and a third party provider is solely between Customer and such third party provider and is governed by such third party’s terms and conditions.
- Customer Data
- Customer shall retain all right, title and interest in and to Customer Data. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Customer shall back up and retain Customer Data in accordance with commercially reasonable and industry standard back up and retention policies.
- The Customer hereby grants to Epiito a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the performance of Epiito’s obligations and the exercise of Epiito’s rights under this Agreement, together with the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of Epiito’s obligations and the exercise of Epiito’s rights under this Agreement.
- Notwithstanding anything to the contrary, Epiito is hereby granted a non-exclusive, irrevocable, perpetual, royalty-free, fully paid-up, worldwide, transferable license and right to generate Aggregated Anonymous Data and to freely use, copy, modify, create derivative works of, disclose and make available to third parties for their use and other exploitation, and otherwise exploit Aggregated Anonymous Data for any business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing products and services). If Epiito receives a Claim, Epiito may (but is not required to) suspend activity hereunder with respect to that Customer Data and Customer shall indemnify Epiito from all liability, damages, settlements, attorney fees and other costs and expenses in connection with any such Claim, as incurred.
- Unless otherwise agreed in writing and without limiting any of Epiito’s rights described above with respect to Aggregated Anonymous Data, Epiito shall provide the Customer with the Customer Data within thirty (30) days after receipt of Customer’s reasonable written request therefor. Customer Data shall be delivered in the form currently in Epiito’s possession. Epiito shall have the right to charge for the collection, processing and delivery of such information in accordance with its then current price list. Epiito’s responsibility to keep Customer Data terminates sixty (60) days from termination or expiration of this Agreement, after which Epiito may at its own expense destroy the Customer Data unless the Customer has expressly requested return of the Customer Data during such period.
- Except as provided below, Epiito agrees to (i) defend Customer against any claim by a third party that any Services (excluding Customer Data and Third Party Services) infringes a valid patent or any copyright or trade secret of such third party and (ii) indemnify Customer for settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys’ fees) finally awarded and arising out of such claim. If any such Services becomes or, in Epiito’s opinion, is likely to become the subject of any injunction preventing its use as contemplated herein, Epiito may, at its option (a) obtain for Customer the right to continue using such Services or (b) replace or modify such Services so that they become non-infringing without substantially compromising their principal functions. If (a) and (b) are not reasonably available to Epiito, then it may (c) terminate this Agreement upon written notice to Customer and refund to Customer any and all amounts pre-paid by Customer to Epiito for the Services that have not yet been incurred. Epiito shall have no liability or obligation to Customer hereunder with respect to any claim based upon (1) any use of the Services not strictly in accordance with this Agreement, (2) use of any Services in an application or environment or on a platform or with devices for which it was not designed or contemplated, (3) alterations, combinations or enhancements of the Services not created by Epiito, (4) that portion of any of the Services which implements Customer’s requirements, (5) Customer’s continuing allegedly infringing activity after being notified thereof or its continuing use of any version of the Services after being provided modifications that would have avoided the alleged infringement or (6) any intellectual property right in which Customer or any of its affiliates has an interest. The foregoing states the entire liability of Epiito, and Customer’s exclusive remedy, with respect to any actual or alleged violation of intellectual property rights by any Services or any part thereof or by their use or operation. Epiito’s obligations hereunder are conditioned on (A) Customer providing prompt written notice of the applicable claim and reasonable cooperation, information, and assistance in connection therewith and (B) Epiito having sole control and authority to defend, settle or compromise such claim. Epiito shall not be responsible for any settlement it does not approve in writing.
- Personal data
- The Customer and Users warrant to Epiito that it has the legal right to disclose all Personal Data that it does in fact disclose to Epiito under or in connection with this Agreement, and that the processing of that Personal Data by Epiito in accordance with this Agreement will not breach any applicable data protection or data privacy laws.
- No assignment of Intellectual Property Rights
- Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from Epiito to the Customer or an User, or from the Customer to Epiito.
- If the Customer or an User provides Epiito with ideas, comments or suggestions relating to the Services (feedback), all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by Epiito; Epiito may use or disclose the feedback for any purpose; and Epiito shall not pay any remuneration or compensation to the Customer nor an User.
- Confidentiality obligations
- The Parties must:(a) keep Confidential Information strictly confidential; (b) not disclose the Confidential Information to any person without the other Party’s prior written consent; (c) use the same degree of care to protect the confidentiality of the other Party as the Party uses to protect its own confidential information of a similar nature, being at least a reasonable degree of care; and (d) act in good faith at all times in relation to the Confidential Information.
- This Clause 14imposes no obligations upon a Party with respect to Confidential Information that: (a) was known to the other Party before disclosure under this Agreement and is not subject to any other obligation of confidentiality; (b) is or becomes publicly known through no act or default of the other Party; or (c) is obtained by a Party from a third party in circumstances where a Party has no reason to believe that there has been a breach of an obligation of confidentiality.
- The restrictions in this Clause 14do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of a Party on any recognized stock exchange.
- The provisions of this Clause 14shall continue in force for a period of 2 years following the termination of this Agreement, at the end of which period they will cease to have effect.
- All of the Parties’ warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
- Acknowledgements and warranty limitations
- The Customer and User acknowledge that software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, Epiito gives no warranty or representation that the Services will be wholly free from defects, errors and bugs.
- The Customer and User acknowledge that software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, Epiito gives no warranty or representation that the Services will be entirely secure.
- The Customer and User acknowledge that the Services are designed to be compatible only with that software and those systems specified as compatible by Epiito; and Epiito does not warrant or represent that the Services will be compatible and/or will continue to be compatible with any other software or systems.
- The Customer acknowledges that Epiito will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Services; and, except to the extent expressly provided otherwise in this Agreement, Epiito does not warrant or represent that the Services or the use of the Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.
- Limitations and exclusions of liability
- Nothing in this Agreement will (a) limit or exclude any liability for death or personal injury resulting from negligence; (b) limit or exclude any liability for fraud or fraudulent misrepresentation; (c) limit any liabilities in any way that is not permitted under applicable law; or (d) exclude any liabilities that may not be excluded under applicable law.
- The limitations and exclusions of liability set out in this Clause 17and elsewhere in this Agreement (a) are subject to Clause 1; and (b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.
- Epiito shall not be liable to the Customer or an User in respect of any loss of profits or anticipated savings; losses arising out of a Force Majeure Event; any loss of revenue or income; any loss of use or production; any loss of business, contracts or opportunities; any loss or corruption of any data, database or software; any special, indirect or consequential loss or damage.
- The liability of Epiito to the Customer or an User under this Agreement in respect of any event or series of related events shall not exceed the total amount paid and payable by the Customer to Epiito under this Agreement in the 12-month period preceding the commencement of the event or events.
- The aggregate liability of Epiito to the Customer or an User under this Agreement shall not exceed the greater of (a) DKK 50,000 and (b) the total amount paid and payable by the Customer to Epiito during the past 12 months.
- Force Majeure Event
- If a Force Majeure Event gives rise to a failure or delay in either Party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
- A Party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must (a) within reasonable time notify the other; and (b) inform the other of the period for which it is estimated that such failure or delay will continue.
- A Party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
- Term and termination
- These license and end user terms commences upon acceptance and immediately expires, automatically and without any further action or notice by either Party, upon the earlier of (a) any expiration or termination of an Account, or (b) your breach of any material provision of these terms.
- Upon any expiration or termination of this Agreement, all rights, obligations and licenses of the Parties shall cease, except that the following shall survive: (a) all obligations that accrued prior to the effective date of termination; (b) all remedies for any breach of this Agreement; (c) you shall stop using, un-install and destroy all copies of the Software; and (d) all provisions in Sections 13(No assignment of Intellectual Property Rights); 14(Confidentiality), 15(Warranties); 16(Acknowledgements and warranty limitations); 17(Limitations and exclusion of liability); 21(Miscellaneous); 22(Notices); and 23(Choice of law and arbitration) and this Section 19.
- Assignment or sale of rights and obligations
- The Customer cannot without the prior written consent of Epiito assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
- Epiito is entitled to assign all of its rights and obligations under the Agreement to any person or legal entity.
- No breach of any provision of this Agreement shall be waived except with the express written consent of the Party not in breach.
- If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the Parties, in which case the entirety of the relevant provision will be deemed to be deleted).
- This Agreement may not be varied except by a written document signed by or on behalf of each of the Parties.
- This Agreement is made for the benefit of the Parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the Parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
- This Agreement shall constitute the entire agreement between the Customer, an User and Epiito in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the Parties in respect of that subject matter. The Parties have not relied on any representation, warranty or agreement relating to the subject matter of the Agreement that is not expressly set out in the Agreement, and no such representation, warranty or agreement has any effect from the date of the Initial Term.
- Accessing and using the Services are prohibited from places where doing so would be illegal. Accessing or using the Services from other locations may be done at your own initiative and you shall be responsible for compliance with all local laws. You expressly consent to Epiito’s transfer, processing and use of Customer Data.
- Any notice from one Party to the other Party under this Agreement must be given by way of email. Epiito shall use the contact details associated with the Account as registered by the Customer or an User. The Customer or an User shall use email@example.com. The notice shall be deemed to be received upon transmission provided that, if the stated time of deemed transmission is not within Business Hours, then the time of deemed transmission shall be when Business Hours next begin after the stated time.
- The Customer may update the contact details from time to time by updating the Account contact details.
- Choice of law and arbitration
- This Agreement shall be governed by and construed in accordance with Danish law.
- Any dispute arising out of or in connection with this Agreement, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration administrated by the Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by the Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The arbitral tribunal shall be composed of three arbitrators. The place of arbitration shall be Copenhagen, Denmark. The language to be used in the arbitral proceedings shall be English.
- The Customer, an User and Epiito are obliged to keep secret the arbitration proceedings and the award.
- Any imminent or continuing breach of the duty of confidentiality or any other duty incumbent on a Party under the Agreement may be restrained by obtaining a restraining or mandatory injunction or similar legal remedy (abroad). A restraining or mandatory injunction or a similar legal remedy may be obtained without provision of security.