License Agreement (LA). Terms and Conditions.
Article 1: Background
1. (Parties to the LA) This License Agreement (“LA”) is an agreement between Hypefactors A/S (“Hypefactors”) and the Customer. Wherever used in this LA “Customer” means the person or legal entity which has entered into this LA concerning the Hypefactors platform (the “Services”).
2. (Scope of the LA) The LA governs the Customer’s access to and use of Hypefactors’ online software Services for PR and social media management and any information, text, graphics, rich media or other materials uploaded, downloaded, or appearing on www.hypefactors.com. Hypefactors shall be permitted to update and amend the Services continually and without notice. Any changes to the Services, including releases of new features, tools or resources, shall be subject to this LA.
3. (Demonstration) Prior to the Customer signing this LA, the Services have been demonstrated to the Customer by Hypefactors and/or the Customer may have enjoyed a trial period with access to the Services. If this is not the case, the Customer declares that it has, on its own risk, decided to enter into this LA without such demonstration.
4. (Hardware and Software Requirements) The Customer is responsible for acquiring and maintaining any and all hardware, software and internet access necessary to obtain access to and use of the Services.
5. (Acceptance of the LA) By accessing and using the Services, the Customer agrees to be bound by this LA. If the Customer does not agree to be bound by this LA, the Customer is not allowed to access or use the Services. Hypefactors may amend the terms and conditions of this LA with a three months’ notice. Amendments will become effective from the beginning of the next License Period.
Article 2: License
1. (License Grant) The Customer is granted a non-exclusive, non-transferable license to access and use the Services as described in this LA (the “License”).
2. (License Period) The License is granted for consecutive periods of agreed length (collectively the “License Periods”, each a “License Period”), and the License is automatically renewed for an additional License Period on payment of the License Fee (see definition below) pertaining to that License Period, unless the License has been duly terminated. Failure to pay the License Fee does not constitute proper termination by the Customer, and Hypefactors, or the Representative, as applicable, may claim payment of the License Fee in such an event. The first License Period begins, and the Customer will only be granted access to the Services, when Hypefactors (regardless of whether payment is made directly to the Representative) has effectively received payment of the License Fee covering the first License Period and a copy of the LA signed by the Customer and received by Hypefactors.
3. (Use of the Services) The Services may only be used by the Customer, and only by the number of users registered by payment of the License Fee. Hypefactors will monitor the Customer’s use of the Services and invoice – and if necessary correct the charged – License Fee in accordance herewith.
4. (Restrictions) The Customer is not permitted to, without Hypefactors’s prior written consent: (a) copy, distribute (including by framing any of the Services on any website), modify, enhance, translate, reproduce, sell, resell, sublicense, rent, lease, or similarly attempt to exploit the Services; (b) decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code (except to the extent that this restriction is expressly prohibited by law); or (c) make derivative works of the Services.
5. (Title and ownership) Hypefactors and its licensors/partners retain title to and ownership of all rights (including copyright, trademark, patent, trade secret and all other intellectual property rights) in and of the Services. The Customer acquires no rights whatsoever to all or any part of the Services except for the limited use rights granted by the terms of this LA. Hypefactors and its licensors/partners reserve all rights not expressly granted to the Customer.
6. (Customer Content) Content that the Customer provides to Hypefactors in connection with the Services (the “Customer Content”) remains the Customer’s property.
Article 3: License fee
1. (License Fee) For each License Period the Customer shall pay the License Fee (the “License Fee”). Hypefactors will invoice the License Fee.
2. (Payment and Termination) The License Fee is an advanced payment for the License Period. The Licence Period is automatically renewed after the first period unless Hypefactors have received and confirmed a written cancellation no later than 90 days before the contract end date.
3. (Changes to the License Fee) Hypefactors reserve the right to adjust the licence fee up to 5% per year to cover increasing cost and inflation. Changes will become effective from the beginning of the next License Period.
4. (Tax) All prices in this proposal are exclusive VAT. VAT is only applicable for Danish Customers.
1. (Access to the Services) The Customer gains access to the Services at www.hypefactors.com.
2. (Compliance with LA) Customer’s access to and use of the Services must at all times be in accordance with the terms of this LA. Upon any violation of this LA by the Customer, Hypefactors may (but has no obligation to) terminate, suspend or restrict the Customer’s access to or use of the Services.
3. (Legal and Safe Use) The Services may not be used for any illegal or unauthorized purpose, including any way that violates copyright or other laws applicable to the Customer. In particular, the Customer must not upload, post, host, transmit or otherwise make available to others illegal unsolicited email, text messages (SMS), or spam messages through the Services. The Customer must not transmit or otherwise make available to others any worms or viruses or any code of a destructive nature (“Viruses”) through the Services.
4. (Personal Data) The Customer is responsible for ensuring that any processing of personal data by or using the Services complies with applicable law on the processing of personal data.
5. (Access and Search) The Services may not be accessed or searched or attempted to be accessed or searched by any means (automated or otherwise) except through the interfaces currently made available by Hypefactors. The Services may not be used in a way that is detrimental to the operation of the Services or the access or use of the Services by anyone else. This includes excessive or extraordinary use of bandwidth. This restriction applies to any use that interferes or attempts to interfere with the normal operations of the Services, including by hacking, deleting, augmenting or altering the Services or any Content.
6. (Restrictions on Content) Hypefactors does not pre-screen content provided by the Customer or Third Parties and shall not be responsible for content accessed or made available to others through the Services. Hypefactors may (but has no obligation to) remove such content and accounts containing said content that Hypefactors determines in its sole discretion to be unlawful, offensive, harmful, inaccurate, or otherwise inappropriate or deceptive.
7. (Customer’s Responsibilities) The Customer is responsible for and assumes all risks for the Customer’s use of the Services and for any content accessed or made available to others through the Customer’s account (even if that content is accessed or made available by others). The Customer is responsible for the security of the Customer’s account details, and Hypefactors cannot be held responsible for any breach of security due to negligence on the Customer’s part.
8. (Hypefactors’s Provision of the Services) Hypefactors is entitled to use Third Party vendors, suppliers and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Services.
9. (Processing and Transmission) Unless specifically stated otherwise, the Customer accepts that the technical processing and transmission of the Services may be transferred unencrypted and involve: (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
10. (Support) Support to the Customer will be provided by Hypefactors, as applicable, on terms outlined in the specification section of this LA.
Article 5: Termination
1. (Termination) Either Party may terminate this LA and the License with 90 days prior written notice before the end of a License Period. The Customer is not entitled to reimbursement of the paid License Fees in case of the Customer’s termination.
2. (Termination for breach) Hypefactors or the Customer may terminate the License immediately and without notice if any of the parties materially breaches any term of this LA. In any case of termination, by Hypefactors or the Customer, pursuant to this Article, the Customer shall not be entitled to any reimbursement of License Fees.
Article 6: Limited Warranty
1. (Limited Warranty) Hypefactors guarantees that the Services will include the features described, from time to time, on www.hypefactors.com and that the Services will be available to the Customer on an average of at least 99.5% of a calendar year, not including any downtime due to planned or critical updates to the Services.
2. (No other Warranties etc.) Except as pointed out above, Hypefactors does not make any warranties, representations or conditions about the quality, accuracy, security, reliability, completeness, quiet enjoyment, currency, timeliness of the Services, conditions of merchantability, fitness for a particular purpose or non-infringement.
Article 7: Claims and liability – limitations
1. (Limitation of Liability) Hypefactors’s liability towards the Customer shall be limited to direct losses resulting from a breach of the limited warranty in Article 6.1 or the Services not conforming with the terms of this LA and general market standards for comparable Services. Hypefactors’s liability for simple negligence and liability for indirect, special, exemplary, punitive or consequential loss or damage, lost profits or savings, business interruption, loss of programs or data (including any content), lost revenue or failure to realize expected savings, loss of use, costs, fines, fees, penalties, or any other loss whether sustained by the Customer or others directly or indirectly making use of the Services is expressly excluded.
2. (Product Liability etc.) Hypefactors’s liability for product liability, strict liability, and statutory liability is excluded to the maximum extent permitted under applicable law.
3. (Maximum Liability) To the extent permitted by applicable law, Hypefactors’s total, aggregate liability under this LA, howsoever arising, shall be limited to an amount equivalent to the License Fee paid for the License Period in which the circumstances forming the basis of the claim occurred.
4. (Notice of Claims and Losses) The Customer shall give Hypefactors written notice of any claims and losses without undue delay after the Customer becomes aware of such. Any claims and losses not notified as set out herein, or which could have been avoided by the Customer shall be forfeited.
5. (Indemnification) The Customer shall indemnify Hypefactors from any and all claims from Third Parties resulting from the Customer’s material breach of any term in this LA.
Article 8: General provisions
1. (Entire Agreement) The LA constitutes the entire agreement between the Customer and Hypefactors and governs the Customer’s use of the Services, superseding any prior agreements between the Customer and Hypefactors (including, but not limited to, any prior versions of the LA).
2. (Confidentiality) The Customer shall keep confidential any information or knowledge of the Services and its components (“Confidential Information”) that the Customer obtains through the use of or access to the Services or otherwise. Hypefactors shall keep confidential any information or knowledge about the Customer’s business and internal processes attained during the delivery of the Services, unless such information was or becomes publicly known, or the express permission by the Customer is given to relay this information.
3. (General Rights) In the license period, Hypefactors may rightfully use the Customer’s company name, corporate logo and trademarks for referential use. Hypefactors agrees to follow the Customer’s trademark guidelines and policies provided these have been communicated unambiguously by the Customer to Hypefactors. Proper identification of the Customer’s trademarks includes marking them with the appropriate trademark symbol (® or TM).
4. (Governing law) The terms and conditions of this LA and the use of the Services are governed by the laws of Denmark, not including its principles of conflicts of laws.