End-User License Agreement (EULA)
This End User License Agreement (“EULA”) is a legal agreement between the Parties Wedoio Integrations Aps, Kochsvej 31D. 2. sal, 5000 Odense, Denmark, CVR/Company Registration no. DK 36 92 82 71 (“Wedoio“) and the (“Customer”). The EULA is accepted by the Customer on the Wedoio website www.Wedoio.com and shall form the agreement between the parties.
The service is business to business.
This EULA replaces all previous agreements between Wedoio and the Customer regarding the Wedoio Integration software and solutions including selected add-ons and plug-ins (the “Service”).
1. LICENSE GRANTED
1.1 Rights Reserved by Wedoio
Wedoio owns all title and intellectual property rights in and to the Service. Wedoio reserves all rights not expressly granted to the Customer under this EULA.
1.2 Customer’s Right of Use
1.2.1 Subject to the Customer’s fulfillment of the Customer’s obligations under the EULA, including, without limitation, payment of any and all applicable subscription fees, Wedoio hereby grants the Customer, subject to the restrictions in Clause 2 below, a personal, non-exclusive, non-transferable right to use the Service according to the terms in this EULA.
1.3 The Customer’s right to use the Service will take effect on the date of the first use by the Customer and runs until terminated in accordance with the terms in this EULA.
1.3.1 The Service may contain an overview of selected Services. For some features, services, and additional Services, separate terms must be accepted by the Customer in addition to this EULA before they may be used.
1.3.2 In addition to the Customer’s own access, the Customer has the right to grant access to the Service to a third party. The Customer warrants and is fully responsible for the third party that the Customer gives access to or uses the Customer’s login details.
1.3.3 For some Service, add-on, or plugin, every individual user appointed by the Customer (“Named User”) must create a user profile under which the Named User shall have access to and utilize Service. The Customer is responsible for the administration of Name Users registered under the Customer and for the Name User’s use of the Service.
1.3.4 The Customer shall ensure that the Service is not used in a manner which could harm Wedoio’s name, reputation, or goodwill, or which violates applicable laws or regulations.
2.1 No Assignment, Selling, Sub-licensing, Rental, Lending, or Leasing
Subject to section 1.3.3, the Customer may not assign, sell, sub-license, rent, lease, or lend the Service.
2.2 No Copying
The Customer is not allowed to make any copies of the Service, except to the extent expressly permitted by applicable law. Similarly, the Customer may not publish, distribute or otherwise make the Service publicly available for others to copy.
2.3 Limitations on Reverse Engineering, De-compilation, and Disassembly
The Customer is not entitled to reverse engineer, decompile, or disassemble the Service, except and only to the extent that applicable law notwithstanding this limitation expressly permits such activity.
2.4 Support, Upgrade, Maintenance, etc.
Wedoio will deliver support, upgrade, maintenance, or other services in connection with the Service at the discretion of Wedoio as announced by Wedoio.
3. PRICE AND TERMS OF PAYMENT
If the Customer receives an invoice directly from Wedoio, the following applies:
3.1 In case the Customer needs another level of capacity or functionality, the Service will automatically be upgraded or downgraded accordingly. The Customer accepts that the price will consequently increase or decrease according to the configuration of the Service.
3.2 If the Customer through excessive use of the Service burdens the Service disproportionately, Wedoio is entitled to charge additional fees. Wedoio will notify the Customer in case such fees incurred.
3.3 Payment terms, including the due date of payment, appear from the invoices.
3.4 In case of failure to pay the Service Fee in due time, the Customer will receive one reminder free of charge seven days after said due date. Is the Service Fee subsequently not paid ten days after the date of the first reminder, the Customer will receive a second reminder and be charged a reminder fee of DKK 150 in Denmark, or the equivalent fee permitted in the relevant jurisdiction. If the License Fee subsequently not paid seven days after the date of the second reminder the Customer’s access to the Service will be blocked subject to section 5.1 and 5.2. Access to the Service will reopen after Wedoio receives payment unless Wedoio has terminated the EULA before this time.
3.5 The Customer agrees that invoices and reminders sent from Wedoio by e-mail are to be considered duly received by the Customer. E-mails to the address provided by the Customer must be deemed delivered when submitted by Wedoio.
3.6 The applicable Service Fees can be found on Wedoio’s website and may be modified by change on the website with one (1) month’s notice. The same applies to changes to the composition and content of License types and additional Services. All prices are excl. VAT.
3.7 First billing period runs from the start of the month of initial access to the Service. Invoices are charged annually unless otherwise agreed by the Parties.
3.8 If the Customer receives the Service based on an agreement between the Customer and a third party other than Wedoio (e.g. Wedoio Partners or Wedoio Distributors), Pricing and Payment Terms will be agreed directly with the third party.
4. EXPIRY AND TERMINATION
4.1.1 The Customer may terminate use of the Service, make Service downgrading, and/or opt-out of additional Services, plugins, or addons to the end of a calendar year unless otherwise stated in the description or terms of the specific Services.
4.1.2 Wedoio may terminate this EULA with six (6) months written notice, or without notice, if the Customer is in breach of any term, condition, or provision of the EULA or in case of the Customer’s insolvency or bankruptcy.
4.1.3 Pursuant to sections 5.1 and 5.2, at the termination of the Licence, for whatever reason, the Customer shall discontinue any and all use of the Service immediately.
5. THE CUSTOMER’S DATA
5.1 The Parties agree that the data uploaded to the Service by the Customer belongs to the Customer, who accordingly may freely dispose of the data while using the Service. In the event that access to the Service expires or is terminated by the Customer, Wedoio shall be reasonably and commercially sound, aim to provide the Customer with a period of 10 days after termination where the export function can be used.
5.2 Wedoio reserves the right to delete Customer’s data 90 days after the termination of the EULA, regardless of the reason for termination, and Wedoio is under no obligation to store Customer data after this time.
5.3 After termination of the License, Wedoio is entitled to retain the Customer’s data in anonymous form for statistical and analytical uses only.
5.4 Wedoio may, in exceptional cases where Wedoio deems this justifiable and reasonable, for example, to avoid loss of value, provide third parties and public authorities with access to Customer’s data, in connection with a legal obligation, governmental requirements, bankruptcy, death, or the like.
5.5 The Customer agrees that Wedoio has the right to assign its obligations under this EULA to a Reseller.
5.6 The Customer accepts that Wedoio and retailer have access to Customer’s data, provided the Customer has accepted this in the Service’s Reseller Access function.
5.7 The Customer’s data is processed in accordance with the Data Processing Agreement in Schedule 1.
6. OPERATING STABILITY
6.1 Wedoio strives for the best operational stability possible but is not responsible for breakdowns or malfunctions, including operational malfunctions caused by factors beyond Wedoio’s control. This includes, inter alia, power failure, equipment failure, failure in connection to the internet or telecommunications, or the like. The Service is provided “as is” and Wedoio disclaims any warranty, insurance, indemnity, claim, or other terms, whether direct or indirect.
6.2 In case of breakdown or disturbance, Wedoio aims to restore operations to normal as soon as possible.
6.3 Scheduled interruptions in access to the Service will primarily be located between 21.00 and 06.00 CET. Should it be necessary to discontinue access to the Service beyond this time window, the Customer will be informed of this as long prior to the interruption as possible via Wedoio homepage or by any other means that Wedoio finds suitable.
7.1 Wedoio is entitled to continuously make updates and improvements on the Service. Wedoio is also entitled to change the composition and structure of the Service and services provided. Such updates, improvements, and changes may occur with or without notice and may affect the services provided, including information and data uploaded to or submitted by the Service.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 The Service and information submitted from the Service, except for the Customer’s data, are protected by copyright and other intellectual property rights and are owned by or are licensed to Wedoio. Individually created software also belongs to Wedoio, unless otherwise agreed in writing. The Customer shall notify Wedoio of any current or potential violation of Wedoio’s intellectual property rights or unauthorized use of the Service of which the Customer becomes aware.
8.2 This EULA does not in any way transfer any intellectual property rights related to the Services to the Customer.
8.3 The Customer gives Wedoio and its suppliers and authorization and global license to the material and all data uploaded by the Customer sufficient for Wedoio to properly manage and operate the Service, fulfill its obligations and promote relevant products to the Customer.
8.4 The Customer guarantees that the material and data being uploaded does not infringe on any third-party rights and does not contain material that may be offensive or violates applicable laws or regulations.
9.1 Wedoio has the right to assign its rights and obligations in part or in whole under the EULA to a third party.
9.2 The Customer agrees that Wedoio is entitled to use subcontractors in relation to all aspects of this EULA, including for the completion and operation of the Service, and for storing Customer data.
10. EXCLUSIONS AND LIMITATIONS OF LIABILITY
10.1 In no event will Wedoio be liable to the Customer or any other person or entity for any direct or indirect damages of any kind, including, without limitation, for lost profits, lost savings, lost data, or other special, indirect, punitive, consequential, or incidental damages arising out of or relating to the use of the Service or to any service provided or undertaken by Wedoio under this EULA, even if Wedoio has been advised of the possibility of such loss or damage. The foregoing exclusion of liability applies to all causes of action, including breach of contract, breach of warranty, strict liability, negligence, and other torts.
10.2 In no event will Wedoio be liable to the Customer or any other person or entity for any damages, direct or indirect, of any kind due to system instability or failure.
10.3 Wedoio is not responsible for any third-party solutions that are available and/or integrated with the Service, including currency feeds/calculators. Wedoio cannot be held liable for the accuracy, completeness, quality, or reliability of the information nor the results obtained through these third-party solutions. Similarly, Wedoio cannot be held liable for the availability, security, or functionality of any third-party solutions, including possible damages and/or loss caused by third-party solutions. The burden is upon the Customer to prove that a loss suffered by the Customer cannot be attributed to third party solutions.
10.4 The maximum aggregate liability of Wedoio upon any claims whatsoever, arising out of the services provided by Wedoio or the Service under this EULA will, in any event, be absolutely limited to the direct damages actually incurred by the Customer and furthermore be limited to the amount of the Service Fees as paid by the Customer 12 months prior to the event giving rise to liability.
10.5 Wedoio shall be under no liability to the Customer in respect of loss arising by reason of force majeure, namely, circumstances beyond the control of Wedoio, including but not limited to acts of God, perils of the sea or air, fire, flood, drought, explosion, sabotage, accident, embargo, riot, civil commotion, including acts of local government and parliamentary authority and labor disputes of whatever nature and for whatever cause arising including (but without prejudice to the generality of the foregoing) work to rule, overtime bars, strikes, and lockouts.
11. THIRD PARTY RIGHTS
11.1 Wedoio cannot and does not grant to the Customer any license to any third-party patent or to any other intellectual property rights held by a third party. The Customer must, at the Customer’s own expense, license and maintain any such licenses from third parties, and Wedoio cannot be held liable if a third party raises a claim for infringement of such third party’s patent rights or other intellectual property rights. If the Customer does not license and maintain such third-party licenses as mentioned, and if this somehow results in a third party raising a claim against Wedoio, the Customer shall indemnify Wedoio against any such third-party claim.
Failure or neglect by Wedoio to enforce any of the provisions of the EULA at any time shall not be construed nor shall be deemed to be a waiver of Wedoio’s rights under the EULA nor in any way affect the validity of the whole or any part of the EULA nor prejudice Wedoio’s rights to take subsequent action.
In the event that any of the provisions of this EULA shall be determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such provision shall to that extent be severed from the remaining provisions which shall continue to be valid between the Parties fully permitted by law.
14. COMPLIANCE WITH LOCAL LAWS
The Customer shall comply at the Customer’s own expense and risk with all relevant and applicable laws including, but not limited to, broadcast laws and regulations in the use of the Service.
15. CHANGE OF TERMS
Wedoio may modify the terms and conditions pursuant to this EULA with one (1) month’s notice after such changes have been posted on the Wedoio website. Use of the Service after a change of these terms constitutes acceptance of such changed terms. It is the Customer’s obligation to keep up to date on changes to the terms.
16. APPLICABLE LAW AND VENUE
16.1 Applicable Law:
This EULA shall be governed, construed, and enforced in accordance with the laws of Denmark.
16.2 Disputes and Venue:
Any dispute arising out of or relating to this EULA shall be settled by the Copenhagen City Court. That shall not prevent any referral of the matter to the Danish High Court or to the Danish Maritime and Commercial Court in accordance with the applicable laws.
Notwithstanding the specified agreement on jurisdiction, the Parties shall, if any dispute arises, attempt to settle it by mediation in accordance with the Association of Danish IT Attorneys’ (“DITA”) Mediation Procedure (www.danske-it-advokater.dk). To initiate the mediation a party shall give notice in writing to the other party to the dispute requesting mediation. A copy of the request shall be sent to the DITA. The mediator shall be nominated by DITA no later than eight (8) working days after DITA’s receipt of the notice. No party may commence any court proceedings in relation to any dispute until the parties have attempted to settle the dispute by mediation. As a minimum, a party shall be obliged to attend the first meeting convened by the mediator. A party shall be entitled to commence court proceedings if any delay of such proceedings may result in the forfeiture of any right, e.g. due to time barring.
16.3 Right to injunctive relief: Notwithstanding Clause 16.2 above, Wedoio may seek injunctive or equitable relief in any jurisdiction to enforce its intellectual property rights.