1 GENERAL

1.1 These license terms (“License Terms”) are entered into between Rejoose ApS (a Danish company registered with CVR no. 39121506 (“Licenser”) and the end user (“Licensee”). The Licensor and the Licensee are collectively known as the “Parties” and each a “Party”.

1.2 The License Terms apply to the Licensee’s use of the software, services and/or data that is marketed or otherwise distributed by the Licensor with reference to the License Terms (“Software”). This applies regardless of whether the Licensee has acquired a license for the Software directly from the Licensor or through a third party.

1.3 These License Terms constitute an integral part of the agreement/order under which the Licensee obtains the right to use the Software (“the Agreement”).

1.4 By using the Software, the Licensee agrees to be bound by these License Terms. If the Licensee does not accept and/or comply with these License Terms, the Licensee is not entitled to use the Software.

1.5 This is an English version of the Danish original document. All Interpretation and disputes are decided according to the Danish version of this document.

2 THE SOFTWARE

2.1 The Software, including the data contained in the Software, is a standard software product. The software is licensed as is and is provided on “as is” terms.

2.2 Provided that the Licensee pays the license fee, the Licensee is granted a time-limited, non-exclusive, non-transferable right to use the Software, including any upgrades, updates, versions, releases, maintenance, development services, etc. , which is delivered by the Licensor during the license period specified in the Agreement.

2.3 Only the Licensee is entitled to use the Software. The licensee may only use the Software for his own purposes.

2.4 The software may only be used as expressly permitted, unless otherwise permitted according to applicable non-derogable legislation. It is expressly not permitted to:

1. a) break or circumvent technical limitations.
2. b) reverse engineer, decompile or disassemble the Software or use any other methods to gain access to the Software’s source code or trade secrets contained in the Software.
3. c) modify or change the Software or object code.
4. d) allow a third party to make changes or maintain the Software on behalf of the Customer.
5. e) make the Software or the Software’s functionality available to a third party in any way (e.g. via a network or a hosting service).
6. f) publish or allow others to copy or access the Software.
7. g) sell, rent or lend the Software.
8. h) use the Software for commercial software hosting services.
9. i) use the Software to support a third-party company or to run a separate service.
10. j) change or remove any marks and/or notices regarding copyright, trademarks or other rights, or references thereto, which are listed in the Software or on the medium on which the Software is possibly delivered.

2.5 Subject to the express written consent of the Licensor, regardless of the above, the Licensee is entitled to make the Software available to a third party who uses the Software on behalf of or for the benefit of the Licensee (e.g. a provider of hosting services or a provider of outsourcing services). The licensor may require such a third party to enter into a separate agreement regarding the rights to the Software.

2.6 The software’s source code must be considered and treated as confidential information.

2.7 In the event that the Licensee uses the Software in violation of these License Terms, the Licensor may immediately, and without notice, suspend or terminate the Agreement due to material breach.

3 LICENSE METRIC

3.1 The license is granted in accordance with the license metrics stated in the Agreement, including the restrictions stated herein.

3.2 The Licensee must always ensure that he is in possession of the sufficient number of licenses corresponding to the Licensee’s actual use, regardless of the Licensee’s organizational affiliation, including employment or other affiliation.

4 UPDATES AND CHANGES

4.1 The Licensor may, at its own discretion, at any time, choose to let the Software be subject to upgrades, updates, releases, maintenance, development services and other changes, including by adding new versions, updates and changing functions. Such upgrades and changes may require planned downtime and may occur without notice. However, the Licensor will endeavor to notify the Licensee in advance.

4.2 Access to upgrades, updates, versions, releases, maintenance, development services and changes in general may be subject to the conclusion of a separate agreement in this regard.

5 LICENSE FEE AND PAYMENT

5.1 The Licensee’s use of the Software is subject to the Licensee’s payment of the consideration stipulated in the Agreement (“License consideration”).

5.2 Invoicing and payment of the License Fee must be carried out as stipulated in the Agreement.

6 INTELLECTUAL RIGHTS

6.1 General

6.1.1 The Licensee acknowledges that the Licensor (or its licensors) owns all copyright and intellectual property rights or industrial exclusive rights in and to the Software, including, but not limited to, the Software’s code. This also applies to any changes, adaptations, upgrades, etc. of the Software. The licensee must respect such intellectual property rights, and the licensee is responsible for any breach of such rights, including unauthorized third-party access to the Software.

6.2 Violation of third-party rights

6.2.1 Regardless of any limitations of liability, one party (the “Defending Party”) shall indemnify the other party (the “Affected Party”) pursuant to this clause 6.2.1 for claims made by, and finally awarded to, third party that the Software infringes intellectual property rights.

6.2.2 Indemnification is conditional on the Affected Party:

1. a) immediately informs the Defending Party of the claim and gives the Defending Party the opportunity to take over the defense thereof.
2. b) provides the Defending Party with all information that is reasonably requested and cooperates with and gives the Defending Party sole authority to defend and settle the claim.
3. c) does not make any statement which may have a detrimental effect on the possibilities of settling or defending the claim.

6.2.3 The Defending Party may, at its own discretion, secure a valid license for the infringed intellectual property rights or bring the infringement to an end by modifying or replacing the affected Software with a solution that essentially has the same functionality as the, which infringes the third party’s intellectual property rights.

6.2.4 Alternatively, the Defending Party may terminate the Agreement (or the part of the Agreement relating to the infringing Software) with immediate effect in return for repayment of payments for the terminated part of the Agreement, without any obligation to reimburse further losses or costs.

6.2.5 The Defending Party’s obligations do not apply if the claim or a final judgment is based on:

1. a) failure of the Affected Party to comply with the Agreement.
2. d) the Affected Party’s integration of the Software etc. into a third-party product, data or business processes, including third-party add-ons or software.
3. e) use of the Software for purposes other than the intended purposes and/or contrary to the instructions on correct use.

6.2.6 This section constitutes the Affected Party’s sole right of default in the event of infringement of third-party intellectual property rights.

7 WARRANTIES

7.1 The Licensor guarantees that the Software will function in all essential respects in accordance with published specifications and any original documentation provided by the Licensor, and that all essential functions function, provided that the Software is used for the intended purpose, in accordance with the specifications, and on the computer hardware and with the operating system for which the Software was developed.

7.2 The foregoing constitutes the only guarantees, and the Licensor makes no other guarantees of any kind, either express or implied. The licensor expressly disclaims all guarantees regarding merchantability and suitability for a particular purpose.

8 LIMITATIONS OF LIABILITY

8.1 The Licensor expressly disclaims responsibility for (a) errors and omissions as a result of installation, correction or development carried out by someone other than the Licensor, or as a result of the Licensee’s use of the Software together with third-party accessories/software, which directly or indirectly affects the functionality of the Software, (b) errors that occur as a result of changes to or interventions in the Software that are not made in accordance with the Licensor’s written instructions or acceptance, (c) errors that occur as as a result of the Licensee’s lack of training, as a result of the use of the Software in a way other than described in the supplied documentation, in accordance with good IT practice, or which is caused by the negligence of the Licensee, its employees or third parties, and (d) failure to fulfill requirements or wishes regarding functionality that are not expressly and clearly stated in the Agreement.

8.2 The licensor is under no circumstances liable for indirect or incidental loss or damage, punitive damages, or consequential damages, including, but not limited to, loss of expected profit, loss of data, damage to records or data, loss of goodwill or loss as a result of any kind of operational disruption arising from the performance of the Software and the results associated therewith.

8.3 The Licensor’s total liability towards the Licensee for matters arising from or in connection with these License Terms and the use of the Software is limited to an amount corresponding to the total payments made pursuant to these License Terms in the The 12-month period that precedes the event(s) that give rise to the claim.

8.4 The licensor assumes product liability in accordance with applicable and binding legislation. In addition to this, the Licensor assumes no product liability.

8.5 The Licensee is expressly informed that these terms do not take into account the Licensee’s usage rights for third-party software that is delivered via or integrated into the Software. All use of such third-party software is subject to the provisions of the relevant licensor’s own terms and conditions, and the Licensor is thus not responsible for such terms that contain stricter provisions or restrictions on the right to use the third-party software.

9 Termination

9.1 Termination

9.1.1 Each Party is entitled to terminate the License Terms with immediate effect if the other Party materially breaches these License Terms, and such material breach is not remedied within 30 days of notification thereof. The licensee’s failure to comply with some of these License Terms, including failure to pay the license fee, is considered, among other things, to constitute a material breach of these License Terms.

9.2 Effects of Termination

9.3 Upon termination of these License Terms, for whatever reason, the Licensee must immediately cease all use of and delete all copies of the Software and remove them from the Licensee’s systems.

10 AUDIT AND INFORMATION

10.1 The Licensor must always and without prior notice be entitled to verify the Licensee’s compliance with the License Terms. Such verification may be in the form of electronic access to the Software and records therein. The licensee must provide the Licensor with reasonable assistance with these verification tasks.

10.2 Without prejudice to any other powers of default which the Licensor may have at its disposal, and if the Licensee is not properly licensed, the Licensor shall be entitled to demand payment of the additional License Fee for the period during which the Licensee has not been licensed correctly.

10.3 Neither Party is responsible for the other Party’s costs associated with this point 10. Notwithstanding the foregoing, the Licensee is responsible for costs incurred by the Licensor if an audit shows the Licensee’s failure to comply with the License Terms.

11 SYSTEM REQUIREMENTS

11.1 The licensee is aware of and acknowledges that the Software may require and be subject to system requirements and/or a software subscription. Such requirements are listed in the Agreement. Licensee is responsible for meeting such system requirements and paying any associated costs and fees. The Licensor does not guarantee that the Software is compatible with future versions of third-party software.

12 CHANGES

12.1 The Licensor may adapt or change the terms and conditions of these License Terms by giving the Licensee at least three months’ prior notice. Regardless of any non-cancellation periods, the Licensee must in this case be entitled to terminate the License Terms with one month’s prior written notice to the end of the notice period specified by the Licensor, and otherwise, if the Licensee does not terminate, the Licensee is deemed to have accepted such amended terms and conditions.

13 VALIDITY AND INDEPENDENCE OF THE TERMS AND CONDITIONS

13.1 If a provision in these License Terms is deemed to be illegal, invalid or unenforceable, such a provision must nevertheless be enforced to the fullest extent possible, this is permitted according to applicable law, and such a provision message shall not affect the legality and validity of the other provisions.

14 CONFIDENTIALITIES

14.1 Each party must maintain complete confidentiality in every respect regarding information and documentation etc. about the other party received in connection with the Agreement and the Software. This provision applies regardless of termination of the Agreement, and regardless of the reason.

14.2 Each party must disclose confidential information to its representatives, including legal advisors, consultants, etc., if the disclosure is necessary for the legal advisors, consultants, etc. can perform their tasks or function in relation to the Agreement or the Software. A party may also disclose confidential information when it is obliged to do so according to mandatory legislation, or an order from a court or a public authority acting within the scope of its powers.

14.3 The obligations regarding confidentiality do not include:

1. a) information that the receiving party is aware of or becomes aware of without being subject to an obligation regarding confidentiality.
2. f) information which is developed independently by the receiving party.
3. g) information that is publicly known.

14.4 Personal information, which is covered by data protection legislation, is not in itself confidential information.

15 FORCE MAJEURE EVENT

15.1 None of the parties has breached an obligation to the extent and during the period in which the party in question is prevented from fulfilling the obligation in question due to a force majeure event.

15.2 Force majeure events include natural disasters, war, mobilization, breakdown of telecommunications infrastructure/the Customer’s infrastructure which is not provided by the Licensor, external security events (e.g., hacker attacks, computer virus attacks or other destructive behavior by third parties) and the like -related circumstances (if the incident is not due to the Licensor’s breach, including safety requirements according to the Agreement), health and safety restrictions and recommendations issued by public authorities, pandemics, epidemics, natural disasters, strikes, lock-out, fire, damage to production facilities, import and export regulations and others unforeseeable circumstances beyond the control of the affected party.

16 CHOICE OF LAW AND JURISDICTION

16.1 These License Terms are governed by and must be interpreted in accordance with Danish law, except for (a) rules which lead to the application of law other than Danish, and (b) the United Nations Convention on Contracts for the International Sale of Goods (CISG).

16.2 Any dispute or claim arising from or in connection with these License Terms must be settled by a competent court at the Licensor’s place of jurisdiction.