1 Master Subscription Agreement
This Master Subscription Agreement and any Product Specific Terms constitutes the contractual basis between SignUp Software AB (the Supplier) and you (the Customer). The Master Subscription Agreement govern the Costumer’s use of the Software hosted by the Supplier and the Services connected to this hosting. The Customers license or authorized access to and use of the Software and Services requires that the Customer accepts the terms and conditions contained in this Master Subscription Agreement. If you (the Customer) do not accept the terms and conditions included in the Master Subscription Agreement, discontinue the use of all Software and Services provided by the Supplier.
The Master Subscription Agreement is entered into and thereby accepted with full legal force by the Customer’s use of the Software and Services, whether the access and use are made possible electronically through an app store or manually through the Supplier or an affiliated partner. If the terms and conditions differ from any contractual agreements made directly between the Supplier or an affiliated partner and the Customer, such agreement supersedes the terms and conditions in this Master Subscription Agreement. By assessing and using the Software and Services provided by the Supplier, the Customer confirms and acknowledges to have read, understood, agreed and accepted the terms and conditions included in the Master Subscription Agreement. The Customer entering the Master Subscription Agreement on behalf of a company or another legal entity warrants to have the authority to legally bind such entity and is representatives.
Besides containing the terms and conditions of the use of the Software and Services provided by the Supplier, the Master Subscription Agreement and any Product Specific Terms are the complete and exclusive statement of the Suppliers obligations and responsibilities to the Customer in regard to said Software and Services.
“Master Subscription Agreement” means the present agreement which contains the terms and conditions under which the Supplier allows the Customer to access and use the Software and Services mentioned in the agreement.
“Product Specific Terms” means terms for at specific product to be used in conjunction with this Master Subscription Agreement.
“The Supplier” means SignUp Software AB.
"You", "your" or “Customer” means the person or entity using The Supplier's Products, the Subscription Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer.
"Users" means your employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.
“Party” means the Supplier or the Customer.
“The parties” means the Supplier and the Customer.
“Software” means the standard software developed by The Supplier.
"Subscription Fee" means the amount you pay for the Subscription Service.
"Subscription Term" means the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term.
“Documentation” means any form of documentation related to the Software, inclusive of, but not limited to flow charts, instructions, manuals etc.
“New versions” mean all improvements and corrections in the released Software.
"Customer Data" means all information that you submit or collect via the Subscription Service.
“Personal Data” means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data or personally identifiable information under applicable Data Protection Laws.
“Intellectual Property Rights” means any and all respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.
3 General provisions
By installing, having installed, subscribing for or using The Supplier's Software, You accepts being subject to the terms in this Master Subscription Agreement as well as any Product Specific Terms.
Access. During the Subscription Term, we will provide your Users access to use the Subscription Service as described in this Agreement and the applicable Order.
Additional Features. You may subscribe to additional features of the Subscription Service by placing an additional Order or activating the additional features from within your account (if this option is made available by us.). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your account.
Modifications. You acknowledge that The Supplier may modify the features and functionality of the Services during the Subscription Term. The Supplier shall provide You with commercially reasonable advance notice of any deprecation of any material feature or functionality.
Limits. The limits that apply to you will be specified in your Order Form, this Agreement or in our Product and Services Catalog, and for our Free Subscriptions, these limits may also be designated only from within the product itself. For further information on the limits that apply to your subscription, please refer to the Product Specific Terms.
Upgrades. If You choose to upgrade Your Service Plan during Your Subscription Term, any incremental Subscription Charges associated with such upgrade will be charged in accordance with the remaining Subscription Term. In any future Subscription Term, Your Subscription Charges will reflect any such upgrades.
Downgrades. You may not downgrade Your Service Plan during any Subscription Term. If You desire to downgrade Your Service Plan for a subsequent Subscription Term, You must provide The Supplier with thirty (30) days written notice prior to the end of Your then current Subscription Term. Downgrading Your Service Plan may cause loss of content, features, or capacity of the Service as available to You under Your Account, and The Supplier does not accept any liability for such loss.
Subscription Fees. The Subscription Fee will remain fixed during the initial term of your subscription unless (i) you exceed your Document Limit, User or other applicable limits (see section 3.5 above), (ii) you upgrade products or base packages, (iii) you subscribe to additional features or products, including additional metrics, or (iv) otherwise agreed to in your Order. We may also choose to decrease your fees upon written notice to you. You can find all the information about how your fees may be otherwise adjusted in Product Specific Terms.
Fee Adjustments at Renewal. Upon renewal, we may increase your fees up to our then-current list price set out in our Product and Services Catalog. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving the notice required in the ‘Notice of Non-Renewal’ section below.
Payment by credit card. If you are paying by credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
Payment against invoice. If you are paying by invoice, we will invoice you no more than forty-five (45) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within fourteen (14) days from the date of the invoice, unless otherwise specified in the Order Form.
Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. Changes may be made on your Billing Page within your account. All payment obligations are non-cancellable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term.
Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services. You shall have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged.
Term and Renewal. Your initial subscription period will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the subscription period, or one year.
Notice of Non-Renewal. Unless otherwise specified in your Order, to prevent renewal of your subscription, you or we must give written notice of non-renewal. The deadline for sending this notice varies depending on the product and edition you have subscribed to. For more information on non-renewal notice periods, please see the Product Specific Terms
Early Cancellation. You may choose to cancel your subscription early at your convenience provided that, we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term. See the 'Notice of Non-Renewal' section for information on how to cancel your subscription
Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service
6 Customer Data
You own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as necessary to provide the Subscription Service and Consulting Services to you and as otherwise permitted by this Agreement. If you are using the Subscription Service or receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so
We will not use, or allow anyone else to use, Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Subscription Service and Consulting Services to you and only as permitted by applicable law and this Agreement
Usage Data. We may collect information about you and your Users when you interact with the Subscription Service as permitted by the Agreement. We may aggregate and anonymize this information and share it with third parties provided that we do not include any Customer Data or identify Users
7 Intellectual property rights
The Supplier holds the full copyright, title and all other rights to the Software, apart from product components manufactured by a third party holding all the full rights to such components. Any failure to comply with The Supplier's rights and/or any right whatsoever of such third party, inclusive of careless handling of the Software, which enables a third party to copy the Software, shall be deemed to constitute a breach of these terms
Each Party shall retain all rights, title and interest in any Intellectual Property Rights. The rights granted to You to use the Service(s) under this Agreement do not convey any additional rights in the Service(s) or in any Intellectual Property Rights of The Supplier associated therewith. Subject only to limited rights to access and use the Service(s) as expressly stated herein, all rights, title and interest in and to the Services and all hardware, Software and other components of or used to provide the Services, including all related Intellectual Property Rights, will remain with The Supplier and belong exclusively to The Supplier
The Supplier shall have a fully paid-up, royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into the Services or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You, Agents, End-Users, or other third parties acting on Your behalf
You shall not be entitled to break or alter any security codes. You shall not be entitled to alter or remove specifications concerning rights, trademarks and the like in the Software or on the media which the Software is supplied
Supplier may freely transfer rights and/or obligations under the License Conditions to a third party without the Licensee's prior written consent. Supplier is also entitled to use sub-suppliers to fulfil all or part of these License Conditions.
The Licensee shall not be entitled to transfer his rights and obligations to a third party, inclusive of transfer in connection with legal proceedings or bankruptcy, without the Supplier's written consent. If Supplier accepts a transfer, the Licensee shall see to it that the transferee accepts these License Conditions.
9 Confidential information
The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by us to provide some or all elements of the Subscription Service or Consulting Services, and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates' employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein
The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; (ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order; and (iii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure
In the event that a third party objects to the Customers use of the Software, the Customer is obliged to immediately notify the Supplier thereof. The Supplier is then to take over the case and defray the costs involved, and the Supplier is, at its own expense, in any case entitled to take over the case and consequently to institute legal proceedings or to agree on a settlement concerning the alleged infringements. Moreover, the Supplier is entitled at its own discretion either i) to procure for the Customers right to continue to use the Software or ii) to bring the infringement to an end by altering the Software or iii) to replace the Software by other Software which essentially has the same functions as the Software or iv) to terminate the license given by the present User Agreement with immediate effect against repaying the royalty paid by the Customer
A large part of the Supplier’s Software is fully or partly based on software developed by a third party. The rights to and the functionality of such third-party solutions are not regulated by the User Agreement or included license, as such rights and functionality are regulated only in the agreements that may have been concluded between the Customer and the third-party supplier. Only the supplier of the solution in question shall be liable for such solution, and the Supplier can under no circumstances be held liable for any loss attributable to software supplied by a third-party supplier. This applies regardless of whether or not the Supplier has re-sold the solution. To the extent that the Supplier has supplied Software to the Customer in the form of supplementary modules to third-party software, the functionality of such supplementary modules (Software) will depend directly on the functionality of third-party solutions to which the Software constitutes a supplement. If the third-party supplier makes any changes in its solution or in the scope of the license which affect the Customers possibility of exploiting the functionality of some of the Supplier’s Software, the Supplier cannot be held liable for the consequences of such changes. However, to the extent possible, the Supplier will attempt to consider the consequences of changes in the Supplier’s subsequent updates of the Software
The Supplier shall under no circumstances be held liable for direct or indirect loss, consequential loss or other form of damage resulting from a loss due to incorrect use, loss of data and loss as a consequence of business interruption, regardless of whether contractual relations, breach or other actionable conduct are involved, where such loss arises out of or in connection with the use of the Software.
The Parties incur liability in damages in compliance with the general rules of Danish law subject to the limitation and exclusion of liability stipulated in the User Agreement.
Neither Party is entitled to claim damages for indirect loss or consequential damage, regardless of whether the Supplier, the Customer or a third party suffers such indirect loss or consequential damage. Loss of business opportunities, loss of profit, loss of goodwill, loss of data, inclusive of loss in connection with data recovery, loss of interest and any penalty paid to a third party shall always be deemed to constitute indirect loss/consequential damage. The Customer’s non-payment of fees, however, is deemed always to constitute a direct loss for which compensation may be claimed.
The Supplier shall under no circumstances be liable for defects, delays, non-performance of obligations or for other circumstances under agreements concluded between the Supplier and the Customer if they are caused in full or in part by (i) the Customer’s negligence or breach of the User Agreement and/or the Parties’ other agreements, (ii) the Customer’s other suppliers or another third party related to the Customer, (iii) the Customer’s use of the Software and Services in any other way than contemplated, (iv) computer viruses, hacking, trojan horses, spy ware, interference with technical protection measures originating from sources other than the Supplier, (v) fortuitous events for which the Customer bears the risk and (vi) losses covered by an insurance taken out by the Customer or in favour of the Customer.
The Supplier’s total liability for claims, inclusive of damages, penalty and/or repayment of fees already paid, is also limited to an amount equalling the total fee paid by the Customer for the Software and Services that have not been delivered in compliance with a specific agreement. The Customer cannot raise any claim in respect of such parts of the Software and Services as have been performed in compliance with an agreement made by the Parties to this effect.
The above limitations of liability shall apply regardless of the basis of such limitations and shall cover claims based on negligent actions (both simple and gross negligence), strict liability, breach of warranty, penalty, agreed penalty and/or damages for punitive reasons
The Supplier is liable in damages for product liability in compliance with the general rules of Danish product liability law, subject, however, to the limitation and exclusion of liability specified above. Moreover, the Supplier’s total liability for all claims relating to product liability under an agreement may never exceed the total fee which the Customer has paid for the Software and Services resulting in the product liability claim according to the agreement in question or DKK 100,000, whichever is the lowest amount.
To the extent that the Supplier may incur product liability towards any third party, the Customer is obliged to indemnify the Supplier for any amount paid to such third party in excess of the limitation and exclusion of liability set out in section 10.2.
Neither Party may be held liable for any delay or non-performance of obligations (except payment of fees, however) caused by force majeure, including but not limited to war, disturbances, riots, general strike, fire, natural disasters, foreign exchange restrictions, import or export bans, disruption of ordinary traffic and communication, disruption of the energy supply or faulty energy supply, delivery problems at subcontractors, long term illness of key consultants, comprehensive computer virus or force majeure incidents at subcontractors.
In the event of force majeure, the affected Party shall notify the other Party of the force majeure situation as soon as possible. If the force majeure situation has lasted for more than 60 calendar days, either Party may choose to terminate, with immediate effect, the agreement affected by the force majeure situation.
12 Third-party service providers
You agree that The Supplier, and the third-party service providers that are utilized by The Supplier to assist in providing the Services to You, shall have the right to access Your Account and to use, reproduce, distribute and display the Personal Data of Your Agents to the extent necessary to provide, secure or improve the Services. Any third-party service providers utilized by The Supplier will only be given access to Your Account as is reasonably necessary to provide the Services and will be subject to confidentiality obligations which are commercially reasonable and substantially consistent with the standards described in Section 8
13 Venue and governing law
This Master Subscription Agreement as well as agreements concluded between the Parties shall be governed by and construed in accordance with Danish law, excluding, however, (i) any rules on conflicts of law and (ii) the UN Convention on Contracts for the International Sale of Goods (”CISG”), which shall not apply.
Any dispute between the Customer and the Supplier shall to the greatest extent possible be referred to the Supplier's and the Customer’s executive officers respectively who will jointly attempt to resolve the dispute. If a Party finds that the Parties’ executive officers are unable to resolve such dispute, the dispute shall be brought before and settled by the Court of Glostrup