Terms and Conditions

General
These license terms and conditions (“Terms”) shall govern any Product (as defined below) marketed or otherwise distributed by Aegir Insights Aps, a Danish company registered under the business registration number 39104792, (“Licensor”) and a customer’s (“Licensee”) use thereof.

By using the Products, Licensee agrees to be bound by these Terms. If Licensee does not accept and/or comply with these Terms, Licensee is not entitled to use the Products.

the Products
The “Products” comprise such reports, software, data, products and services as specified in the separate agreement between the parties (the “Agreement”). These Terms constitutes and integrated part of the Agreement.

the License
The Products are not sold but licensed to Licensee.

Subject to payment of the License Fee (as defined below) and compliance with these Terms and the Agreement, Licensee is granted a non-exclusive, non-assignable, worldwide license to use the Products, in the form and with the content delivered by Licensor (“License”).

Licensee may only use the Products for (a) Licensee’s own business purposes or (b) for the business purposes of an entity which directly or indirectly controls, is controlled by, or is under direct or indirect common control with Licensee at the time of use of the Products.

Licensee may not use or export any Product in or to a country that does not have copyright/intellectual property laws that protects Licensor’s rights therein.

License metric
The License is granted in accordance with the license metric set out in the Agreement and for which Licensee has paid the applicable License Fee.

Changes and upgrades
The Products may, at the sole discretion of Licensor, be subject to changes or upgrades from time to time, including by addition of new information, versions, updates and features etc. Such updates may be subject to planned downtime and occur without notice. However, Licensor will use reasonable efforts to notify Licensee in advance.

License fee and payments
Licensee’s permitted use of the Products are subject to payment of a fee calculated in accordance with the Agreement (the “License Fee”).

Invoicing and payment of the License Fee shall be made in accordance with the Agreement.

Intellectual property rights
Licensee recognizes that Licensor (and its licensors) holds any and all ownership, copyrights and other intellectual property or industry rights in and to the Products, including but not limited to the code to any software or algorithms used in the production of the Products. This also applies to any changes, adjustments, upgrades etc. hereto. Licensee shall respect such intellectual property rights and Licensee shall be responsible for any breach of such rights, including unauthorized access by a third-party.

Licensee shall not be entitled to sell, lease, lend, permit the use of or in any other way assign or pass on the right of use of the Products to any third-party, unless otherwise set out in these Terms or the Agreement.

Licensee shall not reverse engineer, disassemble or decompile the Products or any software comprised by the Products, except where and only to the extent that such operations are permitted by applicable mandatory law.

Licensee shall not break or change any codes. Nor shall Licensee change or remove any marks and/or notices concerning copyright, trademarks or other rights, or references hereto stated in the Products or on the medium upon which the Products may have been delivered.

In the event that Licensee uses the Products contrary to the terms of these Terms or the Agreement, Licensor may suspend or terminate the License and/or Agreement for material breach immediately and without notice, including by suspending or terminating access to any software or service subject to the License.

Warranties
Licensor warrants that it has used its best efforts in developing and ensuring the accuracy and quality of each Product.

THE FOREGOING IS THE SOLE AND EXCLUSIVE WARRANTY MADE BY LICENSOR. LICENSOR MAKES NO OTHER WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED.

Licensor, its employees, affiliates, agents, and licensors expressly do not warrant the accuracy, completeness, correctness, non-infringement, merchantability, or fitness for a particular purpose of any Product, nor its suitability AS THE BASIS FOR INVESTMENT DECISIONS of ay kind.

Licensor, its employees, affiliates, agents, or licensors shall not be liable to Licensee or any third party for losses or injury caused in whole or part by Licensor’s negligence, nor for any decision made or action taken by Licensee or any third party in reliance on the Products or information contained herein.

Licensee is expressly made aware that none of the PRODUCTS, results and/or reports generated by the Product – INCLUDING ANY FINANCIAL INFORMATION, forecasts or calculations - ARE suitable as the basis for investment decisions of any kind and should not be relied on, in whole or in part, for such purposes.

EXCEPT AS SET OUT IN CLAUSE 8.1, THE PRODUCTS ARE THUS PROVIDED “AS IS” WITHOUT ANY WARRANTY OF ANY KIND.

LICENSOR’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY OR DEFECTS IN AND TO THE PRODUCTS SHALL BE REPAYMENT OF THE LICENSE FEE.

Limitation of liability
LICENSOR EXPRESSLY EXCLUDES LIABILITY FOR ANY DATA PROVIDED BY LICENSOR AND ANY RESULTS OF ERROR HEREIN.

Licensee REMAINS solely responsible for Licensee’s use of the Product and any results and/or reports generated by the Product.

IN NO EVENT AND NO MATTER THE CIRCUMSTANCES SHALL LICENSOR BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOSS, INCLUDING BUT NOT LIMITED TO LOSS OF ANTICIPATED PROFIT, LOSS OF DATA, DAMAGE TO RECORDS OR DATA, LOSS OF GOODWILL OR LOSS AS A CONSEQUENCE OF ANY KIND OF BUSINESS INTERRUPTION, even if Licensor was advised of the possibility of the same.

LICENSOR’S AGGREGATE LIABILITY TO LICENSEE IN RESPECT OF ANY MATTERS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE AGREEMENT AND THE USE OF THE PRODUCTS, SHALL BE LIMITED TO THE AMOUNT paid BY Licensee for such Product.

The above limitations of liability shall not apply to damage caused by Licensor’s gross negligence or willful misconduct.

Licensor assumes product liability in accordance with applicable mandatory legislation. Beyond this, Licensor assumes no product liability.

Licensee is expressly made aware that these terms do not comprise Licensee's rights of use to third-party software or data provided in or through the Products (if any). All use of such third-party software or data is subject to such third party's terms and conditions.

Termination

TERMINATION FOR CAUSE
Each party shall be entitled to immediately terminate these Terms for cause only in case of material breach of these Terms or the Agreement, unless otherwise set out in the Agreement. Licensee’s non-compliance with any conditions or restrictions in the License, including non-payment of the License Fee, shall i.a. be considered a material breach.

EFFECTS OF TERMINATION
Upon termination of these Terms, for any reason, Licensee must immediately cease any use and delete all copies of the Products and remove them from Licensee’s systems.

Data
Licensee retains all rights to its own data supplied to Licensor for use with the products or otherwise used herewith (“Licensee Data”).

Licensee Data and data generated by Licensor or the Products may be used by Licensor for Licensor’s own purposes, also after the term of the Agreement provided that such data has been anonymized and does not refer to Licensee. Licensor shall ensure that such data is stored securely and that no other licensees or customers obtain access hereto.

Audit and information
Licensor shall have the right to verify Licensee’s compliance with these Terms at any time and without notification. Such verification may be in the form of accessing the Products and records contained therein. Licensee shall provide Licensor with reasonable assistance in its verification efforts.

Without prejudice to any other remedies available to Licensor, if Licensee is not correctly licensed, Licensor shall be entitled to demand payment of the additional License Fee for the period Licensee has not been correctly licensed.

Neither party shall be responsible for the other party’s costs associated with this Clause 12. Notwithstanding the foregoing, Licensee shall be liable for costs incurred by Licensor, if Licensee is not in compliance with these Terms or this Agreement.

Transfer
Licensee shall have no right to sell/rent out/lend or in any other way transfer or assign the right to use the Products or any right or obligation under these Terms or the Agreement to any third party.

Licensor reserves the right to transfer its rights and obligations under these Terms or the Agreement in whole or in part to a third party.

For the avoidance of doubt, Licensor’s use of subcontractors shall not relieve Licensor from fulfilling its obligations under these Terms or the Agreement.

Confidentiality
Each party shall treat as confidential and keep secret any knowledge, information or documentation on the other party’s internal affairs, projects, products, financial status, business operations etc., including information contained or embodied in the Products and these Terms. This obligation shall remain in force after termination of these Terms for any reason.

Licensor shall be entitled to state Licensee as reference and to include the name of Licensee on its list of references.

Validity and severability
If any provision of these Terms is held to be illegal, invalid or unenforceable, such provision shall nonetheless be enforced to the fullest extent permitted by applicable law, and such provision shall not affect the legality and validity of the other provisions.

Governing law and jurisdiction
These Terms are governed by and construed in accordance with Danish law except for (a) rules leading to the application of any law other than Danish law and (b) the United Nations Convention on Contracts for the International Sale of Goods (CISG).

Any dispute, controversy or claim arising out of or related to these Terms or the Agreement shall be settled by a competent court at Licensor’s venue in Denmark.