If you have any questions regarding these terms, you can contact us at email@example.com.
Youandx c/o THE SILO
Helsinkigade 29, st. mf.
2150 Nordhavn, Denmark
Teledon: +45 70 200 449
This Youandx SaaS License Agreement (the “Agreement”) is made effective as of the date of signature or online signing or approval (the “Effective Date”) by and between the company executing a Purchase Order and/or its Affiliates (“the Customer”) and Youandx ApS and/or its legal Affiliates. This regulates the use of the SaaS platform where access is granted by Youandx upon receiving payment and accept of the general terms and conditions. In the case of a period of trial, the Purchase Order will clearly state the trial duration and the end date of the trial. Upon end of the trial period, a new Purchase Order will be issued. In case no new Purchase Order is issued upon request of the Customer, access to the platform will be revoked upon end of trial period.
General Terms and Conditions
Unless the context or circumstances clearly suggest otherwise, the following capitalized terms shall have the meanings stated below:
“Affiliate” means any entity, firm, or corporation, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with another entity, firm, or corporation.
“Authorized User” means an individual who is authorized by the Customer to use the Services on Customer’s behalf and for whom access to the Services has been purchased hereunder.
“Customer Data” means all information used, processed, or stored by Customer or on Customer’s behalf, or provided to Youandx for such processing or storage, as well as any information derived from such information, during Customer’s use of the Services.
”Deliverables” means any deliverables provided to the Customer, including but not limited to data structuring, content, onboarding support, implementation and deployment scripts, API Access and other similar deliverables.
“Purchase Order” means an Order Form or Quote for Youandx Services entered into by Youandx and the Customer. The Order Form can also be in the form of an online Credit or Debit Card transaction.
“Services” means the Youandx software-as-a-service platform.
“Subscription Period” means the period the Customer has chosen to pay for and/or granted the use of the platform.
2. Access and use
Youandx grants the Customer a non-exclusive, non-transferable right to access and use the Services during the Subscription Period. Each Purchase Order shall specify the Services, Subscription Period, fees, the total number of Authorized Users and any other relevant details.
3. Youandx obligations
3.1. Youandx shall provide the Services specified in the Purchase Order with due skill and care in accordance with the highest professional standards. Youandx shall use industry standard antivirus software and devices to prevent any viruses, worms, or other malicious computer code that has the effect of disabling or interrupting the operating of a computer system or destroying, erasing, or otherwise harming any data, software, or hardware.
3.2. Youandx represents and warrants that it complies, and shall continue to comply, with all applicable laws, regulations, and ordinances.
3.3. Youandx will maintain adequate insurance coverage against such losses and risks and in such amounts as Youandx believes to be prudent and customary within the businesses in which Youandx is engaged.
4. Customer obligations
4.1. The Customer is responsible for providing correct information for its Authorized Users that allow access to systems on or through which the Services are accessed or used, as is necessary for Youandx to perform the Services and invoicing.
4.2. The Customer represents and warrants that it complies with all applicable laws, rules, and regulations applicable to its use of the Services.
4.3. The Customer shall access the Services only to the extent authorized by Youandx, and it shall ensure only Authorized Users access the Services.
4.4. Youandx shall not be responsible or liable for the portion of any delay or failure of performance caused in whole or in part by the Customer’s delay in performing, or failure to perform, any of the Customer’s obligations under this Agreement.
5. Invoicing and payment
5.1. Unless otherwise agreed in the Purchase Order, Youandx will issue invoices to the Customer depending on the subscription of the Customer. The Customer will pay Youandx all Undisputed Fees within a maximum of 30 days of the date of invoice or earlier, depending on the Customer type. Some payment might be conducted online through online payment. Those will have immediate effect on the day of Purchase.
5.2. In case of an Undisputed Fee, means an invoice, or portion thereof, that has been received by the Customer, and about which the Customer has not in good faith raised concerns within 30 days of the invoice being issued, the Customer will have to pay Undisputed fees at the latest of the 30th day of invoicing date. Any payments made by the Customer shall be non-refundable, unless otherwise expressly provided herein.
5.3. The Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by the Customer hereunder, other than any taxes imposed on Youandx's income. The Customer is responsible for any fees resulting from or associated with Customer’s requirement that Youandx use a third-party billing agent, portal or system that might not be specified on the Purchase Order.
6. Ownership of data
6.1. The Customer shall retain, and have all ownership, rights, title, and interest in and to, all Customer Data. No right, title, or interest in or to Customer Data whatsoever shall be transferred to Youandx by virtue of the Services, the Purchase Order or otherwise. The Customer is solely responsible for the content, quality and accuracy of the Customer Data as made available by the Customer; and for ensuring that such Customer Data complies with applicable laws and regulations including, but not limited to, the EU General Data Protection Regulation (2016/679).
6.2. Youandx shall retain and have all ownership, rights, title, and interest, including all intellectual property rights, in and to the Services and all software, improvements, enhancements and modifications thereto, including but not limited to, all models, methodologies, tools, procedures, documentation, know-how and processes that Youandx will use in delivering the Services and producing the Deliverables.
6.3. Youandx may use Customer Data for security and operations management and to improve and enhance our Services.
7.1. Youandx shall defend and indemnify Customer against all direct losses, liabilities, damages, costs, and expenses (“Losses”) incurred by Customer resulting from any action or claim from a third party that the Services, or Customer’s use of the Services in accordance with this Agreement, infringe or misappropriate such third party’s intellectual property rights.
7.2. The Customer shall defend and indemnify Youandx against all direct Losses incurred by Youandx resulting from any action or claim from a third party that the Customer Data, or any use of the Customer Data in accordance with this Agreement, infringes or misappropriates such third party’s intellectual property rights.
7.3. The above obligations for Youandx to defend and indemnify will not apply in the event that a claim arises from or relates to: (i) use of the Services not in accordance with the Agreement; (ii) Customer’s use of the Services in violation of applicable laws; (iii) any modification, alteration or conversion of the Services not created or approved in writing by Youandx; or (iv) Customer’s gross negligence or willful misconduct; or (v) Customer’s use of third party services, systems, applications or programs.
7.4. Each party’s obligations according to this Section 7 are subject to informing the indemnifying party of the alleged infringement or misappropriation as soon as reasonably practicable after becoming aware of the same and that the indemnified party takes no prejudicial action, including admitting liability or proposing settlement. Each party shall have sole discretion and authority to negotiate, settle, litigate, or otherwise dispose of the alleged infringement or misappropriation.
7.5. If any part of the Services becomes subject to a claim of infringement for which Youandx must indemnify Customer as described above, Youandx may at its option and expense attempt to remedy the infringement by: (i) procuring the right for Customer to continue to use the Services, or (ii) modifying or replacing the Services so that it becomes non-infringing. If Youandx determines that neither alternative is reasonably available, Provider may terminate the affected Service Order and provide Customer with a pro-rata refund of any unused pre-paid fees paid for the period following termination.
8. Limitation of liability
8.1. Exclusion of damages: Except for: (i) a party’s indemnification obligations arising from infringement of a third party’s intellectual property rights pursuant to section 7, (ii) fraud or wilful misconduct by either party, or (iii) breach of customer's payment obligations, neither party will be liable to the other for any incidental, special, exemplary, punitive or consequential damages, or any loss of income, sales, data, profits, revenue or business interruption, goodwill, reputation or the cost of substitute services or other economic loss, arising out of or in connection with this agreement or the provision of the services, whether such liability arises from any claim based on contract, warranty, tort (including negligence), strict liability or otherwise, and whether such party was advised of the possibility of such loss or damage.
8.2. Total liability. In no event will either party’s total liability in connection with this agreement or the provision and use of the services exceed the fees actually paid by customer to youandx in the twelve (12) month period preceding the event giving rise to the claim, regardless of the legal or equitable theory on which the claim or liability is based, and whether the party was advised of the possibility of such loss or damage.
9. Data security
9.1. Youandx shall (i) maintain commercially reasonable administrative, technical and physical safeguards designed for the protection, confidentiality and integrity of Customer Data, and that meet or exceed the requirements of prevailing industry standards or an applicable third-party security assurance standards.
9.2. Upon the Customer’s written request to firstname.lastname@example.org, the Customer will have the right, at its sole expense, during normal business hours and with reasonable advance notice (not less than 30 days, or 5 days in the event of the occurrence of any Information Security or Data Breach Incidents) to perform an assessment, audit, examination, or review of all controls in Youandx’s physical and/or technical environment in relation to any Customer Data being handled pursuant to the Agreement.
10.1. Either party may terminate the Agreement and any related Purchase Order upon written notice with immediate effect in the event that (1) the other party materially breaches its obligations under this Agreement, and: (i) such breach is incapable of remedy; (ii) if the breach is capable of remedy, and the party does not remedy the breach within thirty (30) days of receiving notice from the other party of such breach; or (2) the other party becomes bankrupt, ceases payments, applies for company reconstruction, goes into liquidation or otherwise may be considered to be insolvent. Termination must be made in writing in order to be valid.
10.2. Effect of expiration or termination: Upon expiration or earlier termination of this Agreement, Customer and its Authorized Users shall immediately discontinue use of the Services provided by Youandx. Youandx will with immediately effect close all user access in case of 10.1. and can only be reopened after direct contact with Youandx by the Customer or Customer legal representatives.
11. General provisions
11.1. The Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter and supersedes all prior understandings or agreements, both written and oral. In the event of any inconsistency between the Service Order and General Business Terms and these General Terms and Conditions, the Service Order and General Business Terms govern.
11.2. Neither party may assign any of its rights or obligations under the Agreement without the other party’s prior written consent, which shall not be unreasonably withheld. Notwithstanding the foregoing, either party may assign any and all of its rights and obligations under the Agreement to a successor in interest in the event of a merger or acquisition or to an affiliate, upon written notice to the other party.
11.3. In no event shall either party be liable to the other party for any failure or delay in performing its obligations under the Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control, including but not limited to flood, fire, earthquake, explosion, war, terrorism, invasion, epidemic, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
11.4. No amendment to or modification of the Agreement is effective unless it is in writing and signed by an authorized representative of each party.
11.5. Customer’s physical address will determine the Youandx entity entering into the Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with the Agreement.
11.5.1. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force. The appointing authority, the number of arbitrators, the place of arbitration, and the language to be used in the arbitral proceedings shall follow UNCITRAL recommendations.
Denmark June 2023