1. Definition

The following terms have the meanings set forth below when used in the Agreement:

“Agreement”

Means these Subscriptions Terms and any applicable Order Form(s), and other supplemental terms such as a Data Processing Agreement (DPA) and Service Level Agreement (SLA).

‍“Confidential Information”

Means any information and documentation of the Client and OmniGraph, respectively, whether disclosed to or accessed by the Client or OmniGraph based on the co-operation under the Agreement to the extent it concerns (i) the terms of the Agreement, (ii) any dealings under the Agreement, (iii) the business, contractors, customers, employees, services, products, or operations of the disclosing party which are of a confidential nature or (iv) any documentation or information that in accordance with applicable law are confidential.

‍“Client Data”

Means the data provided by or made available by the Client in connection with use of the Services.

“Intellectual Property Rights”

Means copyrights, patents, utility models, trademarks, trade names, topography rights, design rights and rights in databases or applications for such in all cases whether or not registerable in any country and all rights and forms of protection of a similar nature or having equivalent or similar effect anywhere in the world.

“Order Form”

Means an order form that sets out the specific conditions and Services ordered by the Client through an online platform.

“Subscription Fees”

Means the fees paid or payable by Client to OmniGraph for the Services during a Subscription Term.

“Subscription Term”

Means the term as defined in the applicable Order Form.

“Party” and “Parties”

OmniGraph and Client are individually referred to as a “Party” and collectively as the “Parties”.

2. Access to the Services

1. OmniGraph will provide the Client with access to the Services as described in the Order Form. OmniGraph will ensure that the Services are available to the Client in accordance with the service levels set forth in the Service Level Agreement (SLA). OmniGraph will grant the Client and its authorised users the right to access and use the Services solely for the Client’s internal business operations. The Client's use of the Services will be subject to the terms of the Agreement and any additional terms specified in the Order Form.
2. The Client will only be granted access to the features which are available in the tier the Client has ordered under an Order Form. The Client may from time-to-time upgrade or downgrade the tier procured under an Order Form by entering a new Order Form.
3. The Client may be granted the right to purchase additional SKUs under the same tier by entering a new Order From.

3. Obligations of the Client

1. The Client agrees not to reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services provided under this Agreement. The Client further agrees not to modify, translate, or create derivative works based on the Services, except as expressly permitted in the Agreement. The Client further agrees not to damage or tamper (any part of) the Services, breach any security measure or remove, change or obscure any copyright or other such notices on or in the Services. Any attempt to do so is a violation of the rights of OmniGraph and its licensors. The Client shall not use the Services for any purpose that is not expressly permitted by this Agreement.
2. Unless otherwise authorised by OmniGraph in an Order Form, the Client may not use the Service in any manner where the Client act as a service provider of or where the Client outsource the Services to third parties. The Client agree not to license, sublicense, sell, outsource, assign, distribute or otherwise commercially exploit or resell the Services to any third party without the prior written approval of OmniGraph.
3. The Client must provide OmniGraph access to systems and data necessary for OmniGraph to provide the Services. To the extent the Client does not provide such access to systems and/or data required to perform the Services, OmniGraph shall be relieved from its obligation to provide the Services.

4. Subscription Fees and payments

1. Subscription Fees and any applicable additional fees will be stipulated in the Order Form.
2. All Subscription Fees are due in full upon commencement of the Subscription Term, or within 30 days from receipt of invoice if applicable to the Client.
3. If the Client fail to pay the Subscription Fees or any other charges indicated in the applicable Order Form within ten (10) business days of a payment notice that payment is due, OmniGraph may suspend or terminate access to use of the Services in addition to any other remedies available under this Agreement or by law.

5. Confidentiality

1. A Party shall keep in confidence and observe strict confidentiality with respect to all Confidential Information obtained from or relating to the other Party and shall not disclose or otherwise make available such Confidential Information, whether in whole or in part to any third party without the prior written approval by the other Party.
2. A receiving Party shall take all reasonable precautions to ensure that: (i) all Confidential Information is treated as confidential and not disclosed in breach of this Agreement and; (ii) all Confidential Information disclosed by the other Party is used only for the purpose of fulfilling obligations under the Agreement.
3. A receiving Party is entitled to disclose Confidential Information to the employees and management of that Party. In relation to any such disclosure, the disclosing Party shall ensure that the individuals to whom the information is disclosed are made aware of the confidentiality obligations under this Agreement.
4. The foregoing does not apply to any information which:
   1. has passed into the public domain other than by breach of this Agreement;
      2. is already before the date of receipt from the disclosing party in the possession of the receiving Party without restriction as to disclosure;
         3. is received by the receiving Party from a third party who lawfully acquired it and who is under no obligation restricting its disclosure; or
         4. has been independently developed by the receiving Party without access to the Confidential Information.
5. Nothing in this clause 5 shall prevent a Party from disclosing any Confidential Information in the fulfilment of that Party’s obligations to supply information for the purpose of complying with any law or court order.

6. Personal data and security

1. Client acknowledges that OmniGraph may come into possession of personal data in connection with the provision of the Services and Client acknowledges that it shall comply with its obligations under applicable data protection law.
2. OmniGraph will process the Client’s personal data in compliance with applicable data protection laws and as set out in the Data Processing Agreement. OmniGraph 's obligations under the DPA include, but are not limited to, processing personal data solely for the purposes set out in the agreement. OmniGraph has implemented technical and organisational measures to ensure the security of the personal data processed under the Agreement and as detailed in the DPA.

7. Intellectual Property Rights

1. The Client shall retain ownership to all Client Data. The Client grants OmniGraph and its affiliates a worldwide, non-exclusive, royalty free, limited term licence to access, use, process and incorporate into the Services in order to provide the Services. The Client further grants OmniGraph the right to use aggregated data derived from Client Data to enhance OmniGraph's services. This data will be used solely for the purpose of developing and improving service functionality, data quality, security, and user experience. OmniGraph shall ensure that the aggregated data is anonymized and does not contain any personal data. The Client represents and warrants that it has secured all rights in Client Data to grant the licence under this clause 7.1.
2. OmniGraph retains all Intellectual Property Rights in and to the Services. OmniGraph grants a non-sublicensable, non-transferrable, non-exclusive, licence to the Client and any authorised users to access and use the Services during the Term only and only for the purposes outlined in the Agreement.
3. From time to time, OmniGraph may provide the Client with the option to use beta features. Any use of a beta feature will be solely at the Client’s own risk and may be subject to additional requirements as specified by OmniGraph, and all beta features are provided as-is and without warranty of any kind, express or implied.
4. The Client may provide feedback, suggestions, or comments regarding OmniGraph’s services or products (herein referred to as “Feedback”). The Client agrees that all Feedback is given voluntarily and it may be used by OmniGraph at its discretion without any obligation or compensation to the Client. OmniGraph shall have the right to incorporate and use such Feedback for its business purposes, including but not limited to, the improvement and development of its services and products. The Client hereby grants OmniGraph a perpetual, irrevocable, royalty-free licence to use, reproduce, disclose, sublicense, distribute, modify, and otherwise exploit such Feedback without restriction.
5. The parties acknowledge and agree that the other party’s company name, trade names and trade-marks are the exclusive property of that party. OmniGraph shall be entitled to use the Client’s logo and to refer to the Client as a customer of OmniGraph, including in presentation and on its website.

8. Liability and limitation of liability

1. OmniGraph warrants that it will use commercially reasonable measures to ensure the Services provided under this Agreement will perform in accordance with the description set out in the Order Form. OmniGraph does not warrant that the Services will be uninterrupted or error-free. Except for the express warranties stated herein, the Services are provided 'as is' and OmniGraph disclaims all other warranties, including any implied warranties of merchantability, fitness for a particular purpose, and non-infringement. In no event will OmniGraph be liable for any consequential, indirect, exemplary, special, or incidental damages, including any lost data and lost profits, including anticipated savings, arising from or relating to this Agreement. OmniGraph 's total cumulative liability in connection with this Agreement, whether in contract or tort or otherwise, will not exceed the amount of Fees paid to OmniGraph under a Subscription Term. Nothing in this clause 8 may be taken as limiting the liability of OmniGraph in respect of (i) death or personal injury arising as a result of negligence, (ii) fraud or fraudulent activities, or (iii) wilful misconduct

9. Indemnification

1. OmniGraph shall indemnify, defend, and hold harmless the Client from and against any and all claims, damages, liabilities, costs (including reasonable attorneys' fees), and expenses arising out of or related to any third-party claim that the Services provided under this Agreement infringes or misappropriate any intellectual property rights of a third party. This indemnity will not apply to claims resulting from the Client’s modification of the Services, use of the Services in combination with products or services not provided by OmniGraph or use of the Services outside of the use rights granted under this Agreement. OmniGraph 's total liability under this indemnity shall not exceed the Fees paid by the Client under this Agreement.
2. The Client shall indemnify, defend, and hold harmless OmniGraph from and against any and all claims, damages, liabilities, costs (including reasonable attorneys' fees), and expenses arising out of or related to any third-party claim that the Client Data infringes or misappropriate any intellectual property rights of a third party.

10. Term and termination

1. The term of your Subscription shall be the term stipulated in the applicable Order Form. Unless otherwise set out in the Order Form, all subscriptions automatically renew for additional periods.
2. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a Subscription Term to stop the subscriptions from automatically renewing.
3. This Agreement can be terminated by either Party if the other Party is in material breach and if such breach remains uncured for 30 days from the date of the breach notice. Failure to pay the Subscription Fees shall be considered a material breach.
4. If the Agreement is terminated by the Client in accordance with clause 10.3, OmniGraph will refund any prepaid fees covering the remaining term of the Subscription after the termination. This shall be the Client’s sole and exclusive remedy. If the Agreement is terminated by OmniGraph in accordance with clause 10.3, the Client will pay the remaining fees for the Subscription Term pursuant to the applicable Order Form.
5. In case of termination of this Agreement, all the rights and licenses granted to the Client under this Agreement shall cease to exist and the Client must immediately stop using the Services and any integrations with the Client’s infrastructure will be automatically discontinued.
6. 30 days after the termination of this Agreement, OmniGraph will have no obligation to retain Client Data and we will delete it. It shall be the Client’s exclusive responsibility to secure all necessary data from the Client’s account during such period.

11. Force Majeure

1. Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of such party including without limitation Internet outages, communications outages, pandemics, fire, flood, or war.

12. Choice of law and venue

1. Danish law exclusively governs the Agreement without regard to international private law regulations or principles of Danish law leading to the application of other laws than substantive Danish law.
2. Any dispute or claim arising out of or in connection with this Agreement, or the breach, termination, or invalidity thereof shall be settled by the courts of Denmark with the City Court of Copenhagen (in Danish: “Københavns Byret”) as the venue.

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