Licence Agreement

“RELATE for Teams”

1.0 GENERAL
1.1 The Agreement sets out the terms and conditions applicable to the Customer’s use of PARETIFY’s Service(s) (“Service(s)”) made available under this Agreement.
1.2 PARETIFY offers the Customer an analysis tool that makes it easy to measure and identify improvement measures.
1.3 By accessing, using or otherwise utilizing the Service, the Customer agrees to be bound by the terms of the Agreement. If the Customer does not agree, the Customer is not entitled to access, use or otherwise utilize the Service in any way.

2.0 GRANTING OF LICENSE
2.1 Subject to the Customer’s acceptance and compliance with the terms and conditions of this Agreement, PARETIFY hereby grants to the Customer a full, non-exclusive, time limited and non-transferable right to allow users to use the Service solely for the purpose of enabling the Customer to access and use the Service for the Customer’s own internal tasks.
2.2 Except as expressly stated in clause 2.1, the Customer is not granted any rights, directly or indirectly, to access, use or otherwise use the Service in any way.
2.3 All rights not expressly granted are reserved by PARETIFY.

3.0 RESTRICTIONS AND LIMITATIONS
3.1 The Customer may not reverse engineer the Service or otherwise attempt to examine, modify or recreate the source code and/or its structural framework and/or the principles on which the Service is based, unless otherwise required by mandatory law.
3.2 The Customer may not copy, distribute, make available, license, rent, lend or otherwise dispose of the Service, unless otherwise expressly stated in this Agreement.
3.3 The Customer is not entitled to change, modify or otherwise alter the Service made available under this Agreement, and the Customer is thus only entitled to access and use the Service in the form in which PARETIFY has made the Service available.
3.4 Customer shall not alter or remove any marks or notices of copyright, patents, trademarks or other rights contained in or on or otherwise implemented in the Service.

4.0 UPGRADE, SUPPORT AND MAINTENANCE.
4.1 PARETIFY assumes no obligation to provide upgrades to the Customer under this Agreement. During the term of this Agreement, PARETIFY undertakes to provide ongoing technical support and maintenance of the system to ensure that the system is kept operational and can be used by the Customer in accordance with this Agreement. Customer acknowledges and agrees that Customer is solely responsible for examining and assessing the Service to ensure that the Service (i) can work and function with Customer’s IT systems and needs, including without limitation Customer’s hardware and software and (ii) can be accessed and used by Customer and its Users in such a way that there is no risk of damage to Customer’s IT systems, business or operations.
4.2 PARETIFY’s only obligation under this Agreement is to make the Service available via the Internet and to keep the Service operational, cf. clause 4.1 above. PARETIFY assumes no obligation or liability for the provision of telecommunications lines, Internet subscription or connection or other technical means necessary for the Customer to access and use the Service made available via the Internet, and all costs and risks in this respect are borne solely by the Customer.
4.3 Notwithstanding clause 4.1, PARETIFY may at its sole discretion decide to provide upgrades, updates, bug fixes or similar in connection with the Service to the Customer.
4.4 PARETIFY may decide to provide certain consulting services to the Customer, but is not obliged to provide such consulting services. Any such consulting services – e.g. implementation and development services – must be agreed in writing pursuant to a service agreement between the parties. Such service agreement shall constitute an individual and separate agreement between the parties.

5.0 INTELLECTUAL PROPERTY RIGHTS
5.1 The Service is protected by copyright, international copyright conventions and other legislation on property rights and intellectual property rights.
5.2 PARETIFY and/or PARETIFY’s suppliers own and retain all intellectual property rights, including without limitation copyrights, patent rights, trademark rights, know-how, etc. to the Service.

6.0 LICENSE FEE
6.1 This Agreement is subject to Customer’s timely payment of the applicable license fees. The price is set at DKK 12.500 + VAT (moms, 25%) or €1.700 for 12 months of access. Access date is set at order date unless otherwise specified by the Customer.
6.2 All license fees and other amounts are stated in DKK and Euro. All amounts are exclusive of VAT. All payments shall be made in accordance with the agreed payment terms.
6.3 The Customer is under no circumstances entitled to claim a refund of license fees or for the purchase of other services already paid or accrued.

7.0 INDEMNIFICATION
7.1 The Customer shall immediately notify PARETIFY in writing in the event that the Customer becomes aware of (i) any breach or alleged breach of this Agreement and/or (ii) any claim or alleged claim of infringement of third party rights, including intellectual property rights, by a third party in relation to the Customer and/or Users’ use of the Service, including without limitation claims or alleged claims that information stored or disseminated by the Customer and/or Users using the Service infringes third party rights, including intellectual property rights and/or (iii) violation of applicable laws in connection with the Customer and/or Users’ use of the Service.

8.0 LIMITATION OF LIABILITY
8.1 The parties are liable in accordance with the general rules of Danish law with the disclaimers and limitations set out in this Agreement.
8.2 PARETIFY has no direct or indirect consulting/advisory responsibility and the Service is provided “as-is”.
8.3 PARETIFY’s total liability (and irrespective of the basis for such liability) during the term of the Agreement is limited and capped to a total amount equal to the license fee paid by the Customer to PARETIFY for the provision of the Service in the previous calendar year, including any claims in a given calendar year.
8.4 The limitations and exclusions set out in clause 8 apply to the greatest extent possible in accordance with applicable law.

9.0 CHANGES
9.1 PARETIFY is entitled to make changes, updates, revisions and improvements to the functionality of the Service on an ongoing basis, but is not obliged to do so. Ongoing changes and updates will become part of the Service and will not result in additional costs for the Customer.
9.2 PARETIFY reserves the right to unilaterally change prices with current month plus six (6) months’ notice. This also applies to parts of the Service that are free of charge at the time of the conclusion of the agreement and thus not separately priced. Notwithstanding the foregoing, the prices are fixed and cannot be changed during the agreed non-termination period as stated in the Framework Agreement.
9.3 If the Customer does not wish to accept updates or changes to terms and conditions, etc. the Customer’s sole remedy is to terminate this Agreement.

10. DURATION AND TERMINATION
10.1 This Agreement enters into force upon signature of the Agreement by the Customer and PARETIFY (the “Effective Date”) and continues until terminated by either party in accordance with this clause 10.
10.2 The Agreement is automatically renewed 30 days before expiry of the Agreement for a new period of 12 months. However, PARETIFY must remind the Customer of automatic renewal at least 60 days before expiry.
10.3 Either party may terminate the Agreement for any reason with 30 days’ notice to the end of the upcoming or current period.
10.4 In the event of a party’s material breach of this Agreement, the other party is entitled to terminate the Agreement with immediate effect.
10.5 Upon termination of the Agreement, the parties agree on an end date for the last access to the service. PARETIFY is obliged to delete all stored information no later than 30 days after the end date. The Customer agrees that in the event of termination of the Agreement for whatever reason, PARETIFY is entitled to delete the Customer and associated Users. The Customer will be notified no later than 30 days before any form of deletion takes place.

11. MISCELLANEOUS
11.1 The Agreement constitutes the entire agreement between the Customer and PARETIFY with respect to the subject matter of the Agreement and supersedes all previous agreements, both oral and written. Changes to the Agreement that are not expressly stated in writing or mentioned in the Agreement are not binding on PARETIFY and do not form part of the Agreement.
11.2 The Customer is not entitled to transfer the Agreement or the Customer’s rights and obligations under it to a third party without PARETIFY’s prior written consent. PARETIFY is not entitled to assign the Agreement or PARETIFY’s rights and obligations under it to a third party without the Customer’s prior written consent.
11.3 However, the Parties may assign the Agreement to (i) a company affiliated with the Party or (ii) an independent third party to the extent that such assignment is made in connection with restructuring, divestiture, merger, demerger or similar.
11.4 This Agreement is governed by Danish law. Any dispute arising out of this Agreement shall be settled by the ordinary Danish courts.