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Terms

Cosesy Terms, version 1.0.1 , 14-09-2018

Cosesy Terms

These Terms (the “Agreement”) is a legal agreement between you (“Licensee” or “you”) and Cosesy A/S, Business Registration No. 34897409, Dyssen 1, 8200 Aarhus N, Denmark (“Licensor” or “we”) for the Cosesy Cloud software product (“Software”), which enables you to register on and use Cosesy Cloud. By registering to use Cosesy Cloud you agree to the terms of this Agreement which will bind you and anyone you choose to give access to Cosesy Cloud using your personal access code. If you do not agree to the terms of this Agreement, we are unwilling to license the Software to you and you will not be able to register to use Cosesy Cloud.

1. Grant and scope of license

1.1 In consideration of you agreeing to abide by the terms of this Agreement, the Licensor hereby grants to you a limited, personal, non-exclusive, non-transferable, non-assignable license to use the Software on the terms of this Agreement

1.2 Under the terms of this Agreement you may:

1.2.1 install and use the Software for your private or internal business purposes only, and

1.2.2 receive and use any free supplementary software code or update of the Software incorporating “patches” and corrections of errors as may be provided by the Licensor from time to time. Licensee accepts that Licensor may correct errors and non-conforming Software solely by making available to Licensee such free supplementary software code or update of the Software.

2. Licensee’s undertakings

2.1 Except as expressly set out in this Agreement or as provided for by any mandatory local law, you undertake:

2.1.1 not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Software,

2.1.2 not to make alterations to, or modifications of, the whole or any part of the Software nor permit the Software or any part of it to be combined with, or become incorporated in, any other programs,

2.1.3 not to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such things except to the extent that (by virtue of section 37 of the Danish Copyright Act of 30 June 2006 No 763) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:

2.1.3.1 is used only for the purpose of achieving inter-operability of the Software with another soft-ware program,

2.1.3.2 is not disclosed or communicated without the Licensor’s prior written consent to any third party, and

2.1.3.3 is not used to create any software which is substantially similar to the Software.

2.1.4 to supervise and control the use of the Software and ensure that the Software is used in accordance with the terms of this Agreement by those to whom you grant access to Cosesy Cloud via your personal access code,

2.1.5 to include the copyright notice of the Licensor on all entire and partial copies of the Software in any form,

2.1.6 not to provide, or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person, other than those to whom grant access via your personal access code, without prior written consent from the Licensor, and

2.1.7 to use reasonable efforts to assist Licensor in troubleshooting on and updating Software and Cosesy Cloud.

3. Intellectual property rights

3.1 You acknowledge that all intellectual property rights in the Software throughout the world belong to the Licensor, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software other than the right to use it in accordance with the terms of this Agreement.

3.2 You acknowledge that you have no right to access the Software in source code form or in unlocked coding or with comments.

3.3 The integrity of this Software is protected by technical protection measures so that the intellectual property rights, including copyright, in the Software of the Licensor are not misappropriated. You must not attempt in any way to remove or circumvent any such technical protection measures, nor to apply, manufacture for sale, hire, import, distribute, sell, nor let, offer, advertise or expose for sale or hire, nor have in your possession for private or commercial purposes, any means whose sole intended purpose is to facilitate the unauthorized removal or circumvention of such technical protection measures.

4. Licensor’s liability

4.1 The Licensor shall not be liable for losses suffered by you in consequence of deficiencies or other failures in respect of the Software, failures to update Software, or any services rendered by the Licensor in connection with your registration on and use of Cosesy Cloud, and the Licensor shall in any event not be liable for consequential losses. However, Licensor shall be liable for product liability to the extent that such liability emanates from such provisions of Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, that can-not be contractually waived; product liability on any other basis is disclaimed.

4.2 Subject to Section 4.1 the Licensor shall not be liable under or in connection with this Agreement or any collateral contract for;

a) loss of income,

b) loss of business profits or contracts,

c) business interruption

d) loss of the use of money or anticipated savings

e) loss or publication of information

f) loss of opportunity, goodwill or reputation

g) loss of, damage to or corruption of data, or

h) any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise.

4.3 Subject to Sections 4.1 and 4.2, the Licensor’s maximum aggregate liability under or in connection with this Agreement, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall be limited to the price of the license or associated services and maximum DKK 1,000, in writing one thousand 00/100 Danish kroner.

4.4 Subject to Sections 4.1, 4.2 and 4.3, the Licensor’s liability for infringement of third party intellectual property rights shall be limited to breaches of rights subsisting in Denmark, and only damages and costs imposed on the Licensee by a court of competent jurisdiction or any settlement sum which is approved by Licensor as a result of a claim by a third party that the use by the Licensee of the Software in accordance with the terms of this Agreement infringes the intellectual property rights of that third party, provided that such indemnity shall only apply if and to the extent that;

a) Licensor has full conduct of such proceedings,

b) The Licensee makes no admission as to the liability and shall not agree to any settlement or compromise of any action without the prior written consent of Licensor,

c) The Licensee shall give all reasonable assistance in respect of any such proceedings, and

d) The licensee has not been provided with a work around solution or an alternative license obtained by Licensor from such third party.

4.5 This Agreement sets out the full extent of the Licensor’s obligations and liabilities in respect of the supply of the Software. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on the Licensor except as specifically stated in this Agreement. Any condition, warranty, representation or other term concerning the supply of the Software which might otherwise be implied into, or incorporated in, this Agreement, or any collateral contract, whether by statute , common law or otherwise, is hereby excluded to the fullest extent permitted by law. It is the sole responsibility of the Licensee to ensure that equipment and Internet connection of the Licensee is fit to use in connection with the Software in order to access Cosesy Cloud.

5. Termination

5.1 The Licensor may terminate this Agreement immediately by written notice in app or by e-mail to you if you commit a material or persistent breach of this Agreement which you fail to remedy (if remediable) within fourteen (14) days after the service on you of written notice requiring you to do so.

5.1.1 For clarity, any illegal or unethical use of the Software or Cosesy Cloud shall be considered a irremediable material breach of this Agreement. In such case Licensor reserves the right to immediately limit or shut down Licensee’s access to Cosesy Cloud. Further, Licensor reserves the right to immediately limit or shut down Licensee’s access to Cosesy Cloud if Licensor finds that Licensee’s usage of Cosesy Cloud is unusual or to the nuisance of others.

5.2 Upon termination for any reason:

5.2.1 All rights granted to you under this Agreement shall cease,

5.2.2 You must cease all activities authorized under this Agreement, and

5.2.3 You must immediately pay to the Licensor any sums due to the Licensor under this Agreement.

6. Transfer of rights and obligations

6.1 This Agreement is binding on you and us and on our respective successors and assigns.

6.2 You may not transfer, assign, charge or otherwise dispose of the Agreement, and the license given to you hereunder, or any of your rights or obligations arising under it, without our prior written consent.

6.3 The Licensor may transfer, assign, charge, sub-contract or otherwise dispose of this Agreement, and the license provided hereunder, or any of his rights or obligations arising under it, at any time during the term of this Agreement.

6.4 The Licensee has entered into a separate agreement with an independent provider of hardware in which the Software is embedded regarding the licensing of Software and hosting on Cosesy Cloud. To the extent that such agreement terminates (for whatever reason) Licensor reserves the right to step into the agreement with the Licensee and claim any license fees payable thereunder.

6.5 Notwithstanding anything to the contrary in this Agreement the Licensee may freely transfer hardware in which the Software is embedded without the prior consent of Licensor.

7. Collection and processing of personal data

Refer to Cosesy Privacy Policy.

8. Notices

8.1 All notices by you to the Licensor must be given to support@cosesy.com. The Licensor may give notice to you at either the email or postal address you provided when registering to use Cosesy Cloud. Notice will be deemed received and properly served twenty four (24) hours after an email is sent, or three (3) days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the Licensee.

9. Events outside the Licensor’s control

9.1 The Licensor shall not be liable or responsible for any failure to perform, or delay in performance of, any of his obligations under this Agreement that is caused by an event outside his reasonable control (“Force Majeure Event”).

9.2 A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

a) strikes, lock-outs or other industrial action even if the strike, lock-out or industrial action is due to actions on part of Licensor,

b) civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war,

c) fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster,

d) impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport,

e) restrictions on access to servers,

f) impossibility of the use of public or private telecommunications networks, or

g) the acts, decrees, legislation or restrictions of any government.

9.3 The Licensor’s performance under this Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and the Licensor shall have an extension of time for performance for the duration of that period. Licensor will use reasonable endeavors to bring the Force Majeure Event to a close or to find a solution by which our obligations under this Agreement may be performed despite the Force Majeure Event.

10. Waiver

10.1 No failure or delay by Licensor in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial waiver thereof include any other or further exercise thereof or the exercise of any other right, power or privilege.

11. Severability

11.1 If one or more provisions of this Agreement are held to be unenforceable under applicable law, such provisions shall be excluded from this Agreement and the balance of this Agreement shall be interpreted as if such provisions were so excluded and shall be enforceable in accordance with its terms.

12. Entire Agreement

12.1 This Agreement including “Cosesy Privacy Policy” constitute the whole and only agreement between the parties relating to the transactions contemplated by the Agreement and supersede any prior agreements, whether writ-ten or oral, relating to such transactions.

13. Disputes and governing law

13.1 This Agreement including “Cosesy Privacy Policy” shall be governed by and construed in accordance with the laws of Denmark, excluding Danish conflict of law rules (norenvoi). The parties hereby expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

13.2 Any dispute arising out of or in connection with this Agreement including “Cosesy Privacy Policy” shall be decided by the exclusive jurisdiction of the Danish courts. The trial shall be conducted in English.

13.3 No action against either party regardless of form (including negligence), arising out of any claimed breach of this Agreement including “Cosesy Privacy Policy” or transaction under this Agreement  including “Cosesy Privacy Policy” or in any other way related to this Agreement including “Cosesy Privacy Policy” may be brought by the other party more than one (1) year after the injured party knew, or ought to have known, of the existence of the cause of action.

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