Terms of Service

Last Modified: January 15, 2020


PLEASE READ CAREFULLY

This is a contract between you (the Customer) and us (Automation.app). It describes the services we will provide to you, how we will work together, and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese”, but we have tried to make it as readable as possible. These terms are so important that we cannot provide our products and services to you unless you agree to them. By using the Subscription Service or receiving the Consulting Services, you are agreeing to these terms. We periodically update these terms. If you have an active Automation.app subscription, we will let you know when we do via an email or in-app notification. Finally, we know legal terms can sometimes be difficult to navigate, so we wanted to give you a roadmap of the Agreement:

Term

This agreement begins on the Effective Date and will continue until terminated (the "Term").

Grant of License to Access and Use Service. Automation.app hereby grants to Customer, including to all Customers's Authorized Users, a non-exclusive, non-sublicensable, non-assignable, royalty-free, and worldwide license to access and use the service (the “Service”) solely for Customer's internal business operations in accordance with the terms of this agreement and the Automation.app's online terms of use.

Support Services

Initial Support. For the 1 month period beginning on the Effective Date, and at Automation.app’s expense, Automation.app will provide Customer with internet-based support generally available during business hours (GMT +1), with varied response time.

Data Protection

Automation.app shall implement appropriate safeguards to prevent unauthorized access to, use of, or disclosure of the Protected Information.

Data Privacy

Automation.app may collect, use and process Customer's data only accordance with Automation.app's privacy policy.

Fees

Customer shall pay Automation.app a monthly subscription fee as pr. Product selected by the customer (the "Subscription Fee") for the Service.

Customer Restrictions

Customer will not:

  • distribute, license, loan, or sell the Software or other content that is contained or displayed in it.

  • modify, alter, or create any derivative works of the Software.

  • reverse engineer, decompile, decode, decrypt, disassemble, or derive any source code from the Software.

  • remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the Software.

  • upload, post, reproduce or distribute any information, software, or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.


Termination

Termination on Notice

Customer may terminate this agreement for any reason on 30 days’ notice to Automation.app.

Termination for Material Breach

Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and the failure, inaccuracy, or breach continues for a period of 30 days' after the injured party delivers notice to the breaching party reasonably detailing the breach.

Termination for Failure to Pay

Automation.app may terminate this agreement with immediate effect by delivering notice of the termination to Customer if Customer fails to pay the monthly Subscription Fee on time 3 times over any 12 month period.

Effect of Termination

Pay Outstanding Amounts. Customer shall immediately pay to Automation.app all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination.

Discontinuance of Use

Customer shall cease all use of the Service upon the effective date of the termination.

Recovery of Data

Customer will have 30 days from the date of termination to retrieve any of data that Customer wishes to keep.

Indemnification

Indemnification for Infringement Claims. Automation.app shall indemnify Customer against all losses and expenses arising out of any proceeding brought by a third party, and arising out of a claim that the Service infringe the third party's Intellectual Property rights.

Notice and Failure to Notify

Notice Requirement. Before bringing a claim for indemnification, Customer shall notify Automation.app of the indemnifiable proceeding, and deliver to Automation.app all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.

Failure to Notify

If the Customer fails to notify Automation.app of the indemnifiable proceeding, Automation.app will be relieved of its indemnification obligations. Exclusive Remedy. Customers' right to indemnification is the exclusive remedy available with respect to a claim of indemnification.

Limitation on Liability

Mutual Limit on Liability. Neither party will be liable for breach-of-contract damages suffered by the other party that are remote or speculative, or that could not have reasonably been foreseen on entry into this agreement.

Maximum Liability

Neither party's liability under this agreement will not exceed the fees paid by under this agreement during the 12 months preceding the date upon which the related claim arose.


General Provisions

Entire Agreement

This agreement represents the entire understanding between the parties with respect to its subject matter and supersedes any previous communication or agreements that may exist.

Amendment

This agreement can be amended only by a writing signed by both parties.

Assignment

Neither party may assign this agreement or any of their rights or obligations under this agreement without the other party's written consent.


Notices

Method of Notice

The parties shall give all notices and communications between the parties in writing by (i) personal delivery, (ii) a nationally-recognized, next-day courier service, (iii) first-class registered or certified mail, postage prepaid[, (iv) fax][, or (v) electronic mail] to the party's address specified in this agreement, or to the address that a party has notified to be that party's address for the purposes of this section.

Receipt of Notice

A notice given under this agreement will be effective on the other party's receipt of it, or if mailed, the earlier of the other party's receipt of it and the fifth business day after mailing it.

Governing Law

This agreement shall be governed, construed, and enforced in accordance with Danish and European laws, without regard to its conflict of laws rules.

Severability

If any part of this agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.

Waiver

The failure or neglect by a party to enforce any of the rights under this agreement will not be deemed to be a waiver of that party's rights.

Force Majeure

A party shall not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is beyond the reasonable control of a party, materially affects the performance of any of its obligations under this agreement, and could not reasonably have been foreseen or provided against, but will not be excused for failure or delay resulting from only general economic conditions or other general market effects.

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