Subscription Terms

Version 1.0 | September 2, 2024

 

STANDARD TERMS AND CONDITIONS:

By executing a Proposal and accessing the Service(s), you have entered into a legally binding contract with Erudita.Tech (“Vendor” or “we”/“our”) for access to and use of the Service(s), and you are agreeing, individually and/or on behalf of the company/entity whose information you provided during the registration process, or within a Proposal (“User” or “You”), to be bound by the Agreement (as defined below), including the terms set out herein.

These Erudita.Tech Subscription Terms (defined below), as amended from time to time, sets forth the terms and conditions which govern your subscription and purchase of, access to, and use of, the Service(s) (defined below). To use the Service(s), you must agree to be bound by the Agreement as a whole, including the terms of these Erudita.Tech Subscription Terms.

If you are executing the Proposal and/or accessing and using the Service(s) on behalf of a business, corporation, government agency, university, or other entity or organization (“Entity”), you represent and warrant that you: (i) have the authority to legally bind such Entity; and (ii) that you are duly authorized to enter into the Agreement on behalf of such Entity. In that event, all references to “Customer” and “you” in the Agreement shall be a reference to either (1) you as an individual User (if signing on your own behalf); or (2) the Entity on whose behalf you are subscribing to, accessing, and using the Service(s).

The Parties expressly agree that the terms and conditions of the Agreement, including the relevant Proposal cannot be amended, supplemented or varied by any terms and conditions contained in or provided with any Customer transaction document (for example, a Customer purchase order) or any other communication between the Parties, regardless of what would otherwise be the outcome under applicable law (including the common law and any statutes or pieces of legislation (for example, the Uniform Commercial Code)) or rules of construction (for example, later-in-time, general vs. specific). Each Party expressly rejects any such different or additional terms or conditions and agrees that any such terms shall be void and of no force or effect (excluding Proposal).

1. Definitions

“Acceptable Use Policy” means the policy linked hereto outlining instructions for proper use of the Service(s) as well as many prohibited activities which Customer is responsible for ensuring all Users comply with prior to accessing the Service(s). For greater certainty, no User will be permitted to access the Service(s) unless they agree to the Acceptable Use Policy.

“Agreement” means the Proposal, these Erudita.Tech Subscription Terms, the Acceptable Use Policy, the Privacy Statement, an executed Data Processing Addendum (“DPA”), and all referenced documents within an applicable Proposal that combine to form the entire agreement between the Parties, subject to Section 12.10.

“Applicable Law” means all laws, statutes, common law, regulations, ordinances, codes, rules, guidelines, orders, permits, tariffs and approvals, including those relating to the environment or health and safety, of any governmental or regulatory authority that apply to the Parties or the subject matter of the Agreement.

“Customer” means the customer accepting the Agreement and identified within the applicable Proposal, including the Entity on whose behalf such customer has entered into the Agreement.

“Customer Agent” means a person identified in any Proposal(s) who represents Customer and who is authorized to make commitments and decisions on behalf of the Customer regarding the performance of the Agreement.

“Customer Data” means all electronic data or information (i) uploaded by the Customer’s Users in the process of using the Service(s); (ii) calculated and populated in a form(s) by the Service(s) as part of the Customer created workflow following the uploading of such electronic data and/or information; (iii) created as a result of additional inputs by the Customer’s Users in the process of using the Service(s); and/or, (iv) generated by the Service(s) in the form of output data (i.e. reports) received by the Customer, but does not mean output formats, layouts or features that are intrinsic to the Service(s). For greater certainty, Customer Data shall not include anonymized and aggregated data, including but not limited to usage, performance, or analytic data, and metadata.

“Erudita.Tech Subscription Terms” means these Erudita.Tech Subscription Terms.

“Intellectual Property Rights” or “Intellectual Property” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright (including moral rights or rights of droit morale), trademark, tradename, trade secret, database protection, industrial design, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“MSA” means a signed master subscription agreement, or equivalent negotiated contract, between the Parties, but shall not include the “hyperlinked MSA version 3”, which has been replaced with these Erudita.Tech Subscription Terms.

“Party” or “Parties” means either the Customer or the Vendor, or a combination of both.

“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person. For greater certainty, personal data does not include information that is anonymized or aggregated.

“Process” and similar terms mean any operation or set of operations which are performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

“Proposal” means the ordering document generated by the Vendor for Customer’s purchases of Vendor Service(s) that are executed thereunder by the Parties from time to time, specifying, among other things, a description of the Service(s) offered to, and purchased by, the Customer as well as the pricing terms for such Service(s) that are purchased by Customer. Proposals may also be casually referred to as, order forms, quotes, statements of work, or work orders.

“SaaS” means “Software as a Service”.

“Service(s)” means any and all services and Software provided by Vendor to the Customer as described in one or more Proposals (including the Vendor’s Web-based applications, SysReviewAI™ or any other services or applications that may be offered from time to time), including associated offline components. Each service applicable to the Customer is described in the applicable Proposal(s).

“Software” means any software, library, utility, tool, or other computer or program code, in object (binary) or source-code form, as well as the related documentation, provided by Vendor. For greater certainty, the software is distributed to the Customer through the Vendor’s SaaS model and includes software accessed by the Customer’s Users through the Internet or other remote means (such as websites and “cloud-based” applications), and Users do not download any software as part of the Customer’s subscription for Service(s).

“Support Service(s)” means the support, maintenance and training Service(s) provided or to be provided by the Vendor to the Customer. Support service(s) may be included as part of a Customer’s subscription for the Service(s) or purchased for an additional fee, all of which are more fully described in the applicable Proposal(s).

“Subscription Term” means the period of time between the date on which a User is granted access to the Service(s) and the date on which such access expires. Subscription terms can be extended or renewed to maintain access at the prices and on the terms then in effect at the time of such extension or renewal, as specifically set out in an applicable Proposal.

“Term” means the term of the Agreement, which commences on the Effective Date and continues until all User subscriptions granted in accordance with the Agreement have expired or been terminated.

“User Guide” means the online user guide for the Service(s), as updated from time to time.

“Users” means individuals, including You, who are authorized by Customer to use the Service(s), for whom subscriptions to the Service(s) have been purchased, and who have been supplied user identifications and passwords by Customer (or by Vendor at Customer’s request). Users may include employees, consultants, contractors and Customer Agents of Customer or its affiliates.

“Vendor” means Erudita.Tech, a company amalgamated under the laws of Denmark, having its principal place of business at Nyelandsvej 24, 4th DK-2000 Frederiksberg.

2. Service(s)

2.1 Provision of Service(s). Vendor shall make the Service(s) available to Customer and its Users pursuant to the applicable Proposal(s) during the Term. For greater certainty, by purchasing a subscription for the Service(s), the Customer is purchasing the right to access and use the Service(s) in accordance with the terms of the Agreement. 

2.2 Additional Users. Unless otherwise specified in the applicable Proposal, User subscriptions are for a designated number of concurrent Users and cannot be shared or used by more than the designated number of concurrent Users. Unless specified in the applicable Proposal, (i) the term of the additional User subscriptions shall be coterminous with the expiration of the Subscription Term in effect at the time the additional Users are added; and (ii) pricing for the additional User subscriptions shall be the same as that for the pre-existing subscriptions, prorated for the remainder of the Subscription Term in effect at the time the additional Users are added.

2.4 Renewal. User subscriptions may be renewed upon mutual written agreement of the Parties, unless either Party: (a) gives the other written notice of non-renewal at least thirty (30) days prior to the end of the relevant Subscription Term; or (b) terminates such subscriptions in accordance with Section 11.

3. Use of the Service(s)

3.1 Vendor Responsibilities. Vendor shall: (i) maintain the integrity of the Service(s); (ii) provide certain Support Services to Customer’s Users, at no additional charge as more fully described in the applicable Proposal (additional support services may be purchased from Vendor for a fee and shall be specified in the applicable Proposal(s)); and (iii) use commercially reasonable efforts to make the Service(s) available 24 hours a day, 7 days a week, except for (each of the following being an “Exception”): (a) planned downtime, of which Vendor will use commercially reasonable efforts to limit, and Vendor will provide Customer with at least thirty-six (36) hours’ notice of scheduled outages, via the Services; (b) any unavailability caused by a Force Majeure Event as outlined in Section 13; (c) any computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within Vendor’s possession or reasonable control; or (d) security breaches or denial of service attacks of Customer systems or to the extent caused by Customer Data.

3.2 Vendor Maintenance of Projects. All Customer projects will be automatically updated (along with Customer Data) to the most recent version of the Service(s), at no extra charge to the Customer, provided that the Customer’s Subscriptions and account are current, and all payment obligations have been fulfilled. Customer acknowledges that Vendor shall have no obligation to maintain or update any projects, active or inactive, if Customer’s Subscription has lapsed or expired, or Customer’s payment obligations have not been fulfilled.

3.3 Customer Responsibilities. Customer is responsible for all activities that occur in User accounts and for Users’ compliance with the Agreement. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) use the Service(s) in compliance with the User Guide and Use Guidelines described in Section 3.5; (iii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service(s), and notify Vendor promptly of any such unauthorized access or use; (iv) ensure that it and its Users agree to and comply with the Acceptable Use Policy before and while accessing the Service(s); and (v) comply with all Applicable Laws in using and uploading Customer Data to the Service(s).

3.4 Customer Maintenance of Projects. Customer acknowledges where the Customer’s Subscriptions have lapsed or expired for more than one (1) year, Vendor cannot and does not guarantee the forward compatibility of prior projects in the event that the Customer desires to resubscribe and continue such prior project. If Customer requires their project or data to be compatible with all future releases and updates to the Service(s), Customer is responsible for ensuring that their account remains current and all payment obligations are fulfilled.

3.5 Use Guidelines. Customer shall use the Service(s) solely for its internal business purposes as contemplated by the Agreement and ensure it and its Users use the Service(s) in compliance with the Acceptable Use Policy.

3.6 Publicity. Neither Party shall issue press releases or otherwise publicize the Parties’ relationship relating to the Agreement without the other Party’s prior written consent. Notwithstanding the foregoing, Vendor may use and/or otherwise display Customer’s name and logo on its website, sales, marketing, and training collateral. If Customer does not want Vendor to use or otherwise display Customer’s name and/or logo, Customer may opt-out by emailing Vendor at info@erudita.tech with the subject line “Opt-Out of Publicity Terms,” in which case Vendor shall note your preference in your account in accordance with Section 12.11 – Opt-Out Terms.

4. Fees & Payment

4.1 User Fees. Customer shall pay all fees specified in the Proposal(s) hereunder. Except as otherwise provided in the applicable Proposal, all fees are quoted and payable in the currency specified in the applicable Proposal. Except as otherwise specified in Section 11 herein, under the applicable Proposal: (i) fees are based on Service(s) purchased and not actual usage; (ii) subject to Section 11 – Termination, payment obligations are non-cancelable; (iii) subject to Section 11 – Termination, fees paid are non-refundable; and (iv) the number of subscriptions purchased cannot be decreased during the relevant Subscription Term stated in the applicable Proposal. Fees for subscriptions purchased in the middle of a monthly period will be charged for that monthly period in full and going forward based on the number of monthly periods remaining in the Subscription Term.

4.2 Invoicing & Payment. Fees for the Service(s) will be invoiced in advance and otherwise in accordance with the applicable Proposal. Unless otherwise stated in the applicable Proposal, charges are due net thirty (30) days from the invoice date. Customer is responsible for maintaining complete and accurate contact and billing information for the Service(s).

4.3 Overdue Payments. Vendor reserves the right to apply late charges, at the maximum rate permitted by law, to any overdue payment (excluding any invoices under reasonable and good faith dispute).

4.4 Suspension of Service(s). Suspensions may occur if Customer’s account is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute) or in the event of a violation of the Agreement. Vendor reserves the right to suspend the Service(s) provided to Customer, without liability to Vendor, until such amounts are paid in full or the violation is resolved. Vendor shall ensure Customer is provided with at least fourteen (14) days’ prior written notice of any overdue account before any suspension of Services.

4.5 Taxes. Unless otherwise stated, Vendor’s fees do not include any direct or indirect local, provincial, state, federal, or foreign taxes, levies, duties, or similar governmental assessments of any nature, including value-added, use, or withholding taxes (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder, excluding taxes based on Vendor’s net income or property. If Vendor has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Vendor with a valid tax exemption certificate authorized by the appropriate taxing authority.

5. Proprietary Rights

5.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, Vendor reserves all rights, title, and interest in and to the Service(s), including all related Intellectual Property Rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

5.2 Restrictions. Customer shall not, and shall not permit any Users and/or third parties to: (i) modify, copy, or create derivative works based on the Service(s); (ii) frame or mirror any content forming part of the Service(s), other than for its own internal business purposes; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the Service(s) or its source code, in whole or in part; (iv) access the Service(s), or grant a third party access to the Service(s), in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions, or graphics of the Service(s); or (v) except as permitted hereunder, license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, or otherwise commercially exploit or make the Service(s) or any content, features, or functionality available to any third party who has not been authorized by the Customer under the terms of this Agreement. Customer shall be responsible and liable for the actions of any User, including for any instances of infringement of Intellectual Property Rights.

5.3 Customer Data. As between Vendor and Customer, Customer exclusively owns all rights, title, and interest in and to all Customer Data. Customer Data is deemed Confidential Information under the Agreement. Vendor shall not access Customer’s User accounts, including Customer Data, except: (i) where permitted by account administrators, (ii) to evaluate system usage, performance, or capacity, (iii) respond to service requirements or technical problems (including support, development, and professional services as required and requested by Customer), (iv) to respond if a suspected breach of the Agreement has occurred, or (v) at Customer’s request. Notwithstanding the foregoing, Vendor may use Customer Data for purposes other than those described above only with the express written agreement or consent of the Customer.

5.4 Representation. Customer represents that Customer has all necessary rights to Customer Data, including all necessary rights to upload it to Vendor servers for the purpose of using the Service(s). Customer also represents that Customer is not infringing or violating any third party’s rights by uploading the Customer Data or using the Customer Data through the Service(s).

5.5 Suggestions. Vendor shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Service(s) any suggestions, enhancement requests, recommendations, or other feedback provided by Customer or its Users relating to the operation of the Service(s).

6. Privacy Rights

6.1 Collection of Personal Data by Vendor. Customer acknowledges that Vendor collects limited Personal Data from Customer and Customer’s Users in accordance with the purposes set out in Vendor’s Privacy Statement, which forms part of and is incorporated by reference into the Agreement. This includes the collection of Personal Data for maintaining Vendor’s audit trail as required to maintain regulatory compliance. If Vendor’s use (whether directly or indirectly) of the Personal Data collected pursuant to Vendor’s Privacy Statement is contrary to any applicable privacy laws, including all provincial, state, federal, and international laws, regulations, and national government agency orders and decrees (“Privacy Laws”), or contrary to any of the restrictions set forth in the Agreement, Customer shall have the right to: (a) terminate the Agreement for cause if such breach has not been cured within five (5) days of receipt by Vendor of written notice, and (b) pursue any other legal and equitable remedies.

6.2 Prohibition on Uploading of Personal Data. Notwithstanding the foregoing, Customer acknowledges and agrees that the uploading of any Personal Data, including personal health information (“Prohibited Personal Data”), is prohibited by Vendor. Customer shall ensure that Customer’s Users do not upload any data or information that may be considered Prohibited Personal Data. Any uploading of such Prohibited Personal Data to Vendor’s Service(s) shall be deemed a violation of these DSR Subscription Terms and considered a material breach of the Agreement. Customer accepts all responsibility and liability for data uploaded to Vendor’s Service(s) in violation of any applicable Privacy Laws. For clarity, Personal Data (including author’s names and business contact information on published medical journals/articles) that has been published and is uploaded by Customer in the normal course of using the Service(s) shall not be deemed to be Prohibited Personal Data under the Agreement.

6.3 Sharing or Selling of Personal Data. The Parties hereby warrant and represent that no Personal Data will be shared with any third parties except as required to provide the Service(s), by the Agreement, or applicable law. Both Parties agree that no Personal Data will be sold to any third parties under any circumstances.

6.4 Storage of Customer Data. Customer acknowledges and agrees that all Customer Data and any Personal Data collected pursuant to Vendor’s Privacy Statement is hosted by Google Cloud and is stored and processed within their European data centres (regions), or (if applicable) on vendor’s EU locations.

7. Confidentiality

7.1 Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the Agreement (including any pricing, amended, excluded, or additional negotiated contract terms reflected in schedules, exhibits, or addendums to the Agreement), the Customer Data, the Service(s), business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, including the standard forms of Agreement available through Erudita.Tech’s webpage; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

7.2 Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, except with the Disclosing Party’s prior written permission.

7.3 Protection. Each Party agrees to protect the confidentiality of the Confidential Information of the other Party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care).

7.4 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.

7.5 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the Parties that any other available remedies are inadequate.

8. Warranties & Disclaimers

8.1 Warranties. Each Party represents and warrants that it has the legal power to enter into and be bound by the terms of the Agreement and any Proposal(s). Customer represents and warrants that it has obtained all necessary rights and consents from its Customers, Users, data subjects, and/or copyright holders to upload the Customer Data to the Service(s). Vendor represents and warrants that (i) it will provide the Service(s) in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) the Service(s) shall perform materially in accordance with the User Guide; (iii) the functionality of the Service(s) will not be materially decreased during the Term; (iv) the Service(s) will not contain or transmit to Customer any Malicious Code (except for any Malicious Code contained in User-uploaded attachments or otherwise originating from Users); (v) it owns or otherwise has sufficient rights in the Service(s) to grant to Customer the rights to use the Service(s) granted herein; and (vi) the Service(s) does not infringe any Intellectual Property Rights of any third party. Customer represents and warrants that it is not currently listed as a restricted party on any of the following countries’, or regulatory authorities, lists of sanctions, embargos, debarred, or restricted parties: Canada, United States, European Union (“EU”), United Nations (“UN”), U.S. Federal Drug Administration (“FDA”), or any other regulatory authority lists. Vendor reserves the right to prohibit and/or suspend access to Service(s) to any entity or individual from a sanctioned or embargoed country or restrict access or use of the Service(s) to any restricted party based on any of the above-mentioned countries’ governments or regulatory authorities list. Customer is solely responsible for obtaining any necessary export license or other approval to transfer Customer Data in connection with its use of the Service(s).

8.2 Disclaimer. Except as expressly provided herein, Vendor makes no warranties of any kind, whether express, implied, statutory, or otherwise, and specifically disclaims all implied warranties, including any warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law. With respect to the use of the service(s), Vendor makes no express or implied warranty that service(s) are or will be entirely secure, uninterrupted, without error, or free of program limitations. Customer shall be solely responsible for any and all breaches resulting from its or its users’ access to the service(s) from an insecure place or network, or from a jurisdiction that monitors national internet use.

9. Indemnification

9.1 Mutual Indemnification. To the extent permitted by Applicable Law, and subject to the Agreement, each Party (“Indemnifying Party”) shall defend, indemnify, and hold the other Party (“Indemnified Party”) harmless against any loss, damage, or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings (“Claims”) made or brought against the Indemnified Party by an arm’s length third party alleging that: (i) in the case of Vendor, the Service(s), use of the Service(s), or (ii) in the case of Customer, Customer Data uploaded to the Service(s), each as contemplated hereunder infringes the Intellectual Property or privacy rights of such third party, provided that the Indemnified Party: (a) promptly gives written notice of the Claim to the Indemnifying Party; (b) gives the Indemnifying Party sole control of the defense and settlement of the Claim, provided that the Indemnifying Party may not settle or defend any Claim unless it unconditionally releases the Indemnified Party from all liability; and (c) provides reasonable assistance to the Indemnifying Party, at the Indemnifying Party’s cost.

9.2 Exclusions. The Indemnifying Party’s obligation to indemnify the Indemnified Party pursuant to Section 9.1 shall not apply where (a) the Indemnified Party has breached any material obligations under the Agreement, in whole or in part, including any schedules, exhibits, addenda, or attachments thereto; (b) the Indemnified Party has violated any Applicable Law; (c) the Indemnified Party has acted or failed to act, willfully or negligently, in any manner that contributed to the events leading to the Claim, or (d) the Indemnified Party’s Users have uploaded or inputted Malicious Code, Prohibited Personal Data, or electronic data or information without such third party’s authorization or permission. The Parties agree that the amount of the Claim for which the Indemnifying Party is obligated to indemnify the Indemnified Party shall be reduced by the proportionate amount by which an adjudicator of fact finds the Indemnified Party to have contributed to or caused the Claim, or that is the basis of an indemnity obligation of the Indemnified Party.

10. Limitation of Liability

10.1 Limitation of Liability. Except for liabilities arising from breaches of confidentiality, intellectual property rights, gross negligence, or violations of applicable law, neither Party’s total liability under this Agreement, whether in contract, tort, or otherwise, shall exceed the greater of USD $500,000 or two times the total amounts paid by Customer under the relevant Proposal(s) that gave rise to the liability.

10.2 Exclusion of Consequential and Related Damages. Except for claims related to intellectual property infringement, neither Party shall be liable to the other for lost profits or any indirect, special, incidental, punitive, or consequential damages, regardless of the cause or whether the other Party was advised of the possibility of such damages.

10.3 Exclusions. The limitations of liability outlined in Sections 10.1 and 10.2 do not apply to damages arising from: (i) Confidentiality obligations, (ii) Infringement of intellectual property or privacy rights, (iii) Gross negligence, recklessness, intentional misconduct, or willful misconduct, (iv) Violations of applicable law.

11. Termination

11.1 Termination for Cause. A Party may terminate this Agreement for cause: (i) With 30 days written notice of a material breach if the breach is not cured within that period, (ii) Immediately if the other Party undergoes bankruptcy or insolvency proceedings, (iii) In the case of Vendor, immediately without liability if Vendor believes Customer or its Users have violated the restrictions in Section 5.2 or is suspected of developing a competing product. If Customer terminates for cause, Vendor will refund any prepaid fees for the remainder of the Subscription Term. If Vendor terminates for cause under Section 11.1(iii), Customer will not receive a refund.

11.2 Intentionally Deleted.

11.3 Outstanding Fees. Termination does not relieve Customer of the obligation to pay any fees accrued before the termination date.

11.4 Return of Customer Data. Upon request within 60 days after termination, Vendor will either make the Service(s) available for download or, in case of Vendor termination for cause, provide Customer Data in .csv format (or another agreed format). After 60 days, Vendor may delete all Customer Data, except for data required for regulatory compliance or archived on disaster recovery systems.

11.5 Surviving Provisions. Sections 4 through 12 of these terms will survive termination or expiration of the Agreement.

12. General Provisions

12.1 Relationship of the Parties. The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship.

12.2 Dispute Resolution. Any dispute arising from this Agreement shall first be attempted to be resolved through good faith negotiation. If unresolved within 60 days, disputes will be settled by arbitration under the Arbitration Court (Copenhagen), administered by the Danish Arbitration Association. Arbitration will take place in Copenhagen, Denmark, and will be conducted in English. If Customer opts out of arbitration, Vendor will note this in Customer’s account. This section does not limit rights to seek injunctive relief.

12.3 Governing Law and Waiver of Jury Trial. This Agreement will be governed by Danish law. Parties waive the right to a jury trial and acknowledge the right to enforce an arbitral award in any appropriate jurisdiction.

12.4 No Third-Party Beneficiaries. No third parties benefit from this Agreement.

12.5 Waiver and Cumulative Remedies. Delays in exercising rights or remedies do not waive those rights. Remedies provided are in addition to other legal or equitable remedies.

12.6 Severability. If any provision is deemed illegal, it will be modified to meet its objectives to the fullest extent permitted by law, and the remaining provisions will stay in effect.

12.7 Assignment. Neither Party may assign rights or obligations without the other Party’s written consent, except in the case of a merger or sale of assets, where notice must be provided. Any unauthorized assignment is void.

12.8 Valid and Non-Valid Clickthrough Agreements. Any provisions in additional agreements or addenda that invalidate any clickthrough provided by Vendor are null and void. Customer’s clickthroughs on Vendor’s intellectual property or other terms are invalid.

12.9 Notice. Notices must be in writing and are considered given upon personal delivery, second business day after mailing, confirmed facsimile, or email. Notices to Vendor should be sent to the CEO at the addresses provided. Notices to Customer should be sent to the email address provided at account setup.

12.10 Entire Agreement. This Agreement supersedes all prior agreements and can only be modified in writing, signed by both Parties. Hyperlinked provisions may be amended by Vendor with notice. Conflicts between documents will be resolved in favor of these terms. Terms in Customer’s purchase orders or invoices are not part of this Agreement.

12.11 Opt-out Terms. If Customer opts out of logo permissions or mandatory arbitration, Vendor will record this in Customer’s account. Opt-outs apply unless Customer chooses to opt back in.

12.12 Audit Rights. Vendor’s trust center contains SOC2 reports and other documents. Independent audits initiated by Customer are at Customer’s expense and subject to additional fees unless waived by Vendor.

13. Force Majeure Events

13.1 Force Majeure. Vendor is not liable for delays or failures due to Force Majeure Events, such as natural disasters, civil disturbances, or other events beyond reasonable control. Vendor must notify Customer of such events.

13.2 Suspension due to Force Majeure Event. If a Force Majeure Event affects Customer’s access to the Service(s), Vendor may suspend the Service(s) and Subscription Term. Once access resumes, Vendor will provide Service(s) for the remaining Subscription Term. Fees will not accrue during the suspension period, but Customer remains responsible for fees during periods of access.

13.3 Notice Requirements. The affected Party must promptly notify the other Party of a Force Majeure Event, provide updates, and mitigate the impact. If performance is impossible for the rest of the Subscription Term, the other Party may terminate the Agreement within 15 days of notice. Fees will be due for the period of access before suspension, and prepaid fees will be refunded on a pro rata basis if applicable.

Contact Us

If you have any questions about these Subscription Terms, please contact us:

Erudita.Tech  

Nyelandsvej 24, 4th  

DK-2000 Frederiksberg  

Email: info@erudita.tech

Phone: +45 30648283