TERMS AND CONDITIONS FOR USE OF SCANNING SOLUTION (SaaS)

SKANNED

The following Terms and Conditions for Use of Scanning Solution (SaaS) specifically form a part of, and is incorporated into, the Order Form and apply to any and all matters or disputes between Skanned (Broadway 33 ApS) (the ”Company”), Entity Reg. No. 37035785, and the customer identified on the Order Form (that customer, the ”Customer”; these Terms and Conditions for Use of Scanning Solution (SaaS) together with the Order Form, including all Schedules and Exhibits hereto/thereto, collectively referred to as the ”Agreement”).As an integral part of the Agreement, the definitions in the Order Form shall also apply to these Terms and Conditions for Use of Scanning Solution (SaaS). The term “Agreement” includes these Terms and Conditions for Use of Scanning Solution (SaaS) together with the Order Form and all Schedules and Exhibits hereto/thereto.

By using the Service, the Customer shall automatically be deemed to have accepted these Terms and Conditions for Use of Scanning Solution (SaaS).

  1. SAAS SERVICES AND SUPPORT

1.1 Subject to the terms and conditions of this Agreement,and provided that the Customer pays all Fees, the Company will use commercially reasonable efforts to provide Customer the Services in accordance with the Service Levels attached hereto as Schedule1. The Services are provided to Customer on a non-exclusive and assignable (As described below) basis.

1.2 The Customer is entitled to assign the right to use the Service to a third party (“Third Party”) provided that: (a) all Third Parties comply with all the terms and conditions of this Agreement, (ii) that the Customer pays all Fees for all Third Parties’ use of the Service pursuant to this Agreement and (iii) that the Customer shall be fully, jointly and severally liable for all Third Parties and shall indemnify the Company, and hold the Company harmless, with respect to any breach by any Third Party. It is specifically agreed that a Third Party can never get or obtain a better right than the rights granted to the Customer pursuant to this Agreement, regardless of what is agreed internally between the Customer and such Third Party.

1.3 Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the terms set forth in Schedule 2.

  1. RESTRICTIONS AND RESPONSIBILITIES

2.1 Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); or use the Software or the Service in any way which is detrimental to the Company or its affiliates.

2.2 Customer represents, covenants, and warrants that Customer will use the Services only in compliance with all applicable laws, including data privacy laws.

2.3 The Company may monitor Customer’s use of the Services. Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of this Agreement or applicable laws.

2.4 Customer is responsible for making and maintaining all backups of all Customer Data (defined below).

2.5 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of the Company includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2 Customer shall own all right, title and interest in and to the Customer Data. Company shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, API, inventions or other technology developed in connection with Implementation Services, support services and all other services performed by the Company for or on behalf of the Customer, and (c) all intellectual property rights related to any of the foregoing.

3.3 Subject at all times to applicable data privacy laws, notwithstanding anything to the contrary, Company shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), inclidung on an anonymous/de-identified and/or statistical basis or form, and Company will be free (during and after the term hereof) to use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings.

4. DATA PROCESSING AGREEMENT

4.1 The parties agree that the Data Processing Agreement attached hereto as Schedule 3 shall be an integrated part of this Agreement and shall apply with respect to the Company’s processing of personal data from the Customer or personal data from Third Parties.

5. FEES

5.1 As payment for the Customer’s and all Third Parties’ use of the Service and right to use the Service, and for the rights granted to the Customer pursuant to this Agreement, the Customer shall pay the fees (“Fee”) described in the Order Form (including Exhibit A thereto).The Fee is either fully or partially consumption based (i.e., based on the number of receipts, etc. sent through the Service), as described in the Order Form. The Fee is determined monthly and calculated based on the actual use of the Service in the preceding calendar month. The Company will send an invoice monthly based on the Customer’s and any Third Party’s use of the Service during the preceding calendar month and will send a statement of use together with such invoice setting forth the calculation and break-down of the Fee. The Fee is due and payable no later than 7 days after the Customer’s receipt of an invoice. All prices and Fees are excluding VAT, etc., and the Customer is responsible for paying any applicable VAT, etc. in addition to the prices/Fees listed. The Company reserves the right to change the Fees or any price upon no less than 3 months written notice effective at the conclusion of a calendar month. If the Customer or any Third Party continue to use the Service after a price/Fee change/increase has been duly noticed, it shall be deemed an acceptance of such new price/Fee change/increase by the Customer, and the Customer shall be obligated to pay the then-applicable, new price/Fee.

6. TERM AND TERMINATION

6.1 Each party may terminate this Agreement upon 3 months’ written notice to the other party effective at the conclusion of a calendar month.

6.2 Notwithstanding anything herein to the contrary, each party may terminate this Agreement if the other party materially breaches this Agreement, provided that the breaching party has no cured such breach no later than 20 days after receipt of written notice from the non-breaching party, or if the breach is based on non-payment, the breaching party has no cured such breach no later than 10 days after receipt of written notice from the non-breaching party. The written notice shall describe the breach and state that if the breach is not cured, it will result in termination of this Agreement.

6.3 All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.

7. WARRANTY AND DISCLAIMER

Company shall use reasonable efforts consistent with good industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Implementation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company’s reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. However, the Company does not warrant that the Services will be uninterrupted or error free, nor does it make any warranty as to the results that may be obtained from use of the Services. The Services and Implementation Services are provided as is, and the Company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and non-infringement. Customer acknowledges that computer and telecommunications systems are not fault-free and occasional periods of downtime occur. Company does not guarantee that the use of the Services will be uninterrupted, timely secure or error-free or that content loss will not occur nor does Company guarantee any connection or transmission from the Services.

8 . INDEMNITY

During the term of this Agreement and provided that the Customer has paid all Fees when due, the Company shall hold Customer harmless from liability to third parties resulting from infringement by the Services of any EU registered patent or any copyright or misappropriation of any trade secret as determined in a final judgment by a court of competent jurisdiction within the EU, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Services (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer’s use of the Services is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Services, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Services.

9. LIMITATION OF LIABILITY

Notwithstanding anything to the contrary, the Company and its suppliers (including, but not limited to, all equipment and technology suppliers) and their officers, directors, employees, contractors and representatives shall not be responsible or liable with respect to any subject matter of this Agreement or terms and conditions related thereto, or with respect to the Services or Customer’s or its personnel’s use of the Services, under any contract, negligence, restitution or other legal theory: (A) for any use of the Services or any error or omissions in the Services and data and information provided on or via the Services; (B) for error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business or profits; (C) for any indirect, incidental or consequential damages; (D) for any matter beyond the Company’s reasonable control; or (E) for any amounts that, together with amounts associated with all other claims, exceed the total Fees actually paid by Customer to Company for the Services under this Agreement in the 12 months prior to the act or mission that gave rise to the liability, in each case, whether or not the Company has advised of the possibility of such damages.

10. MISCELLANEOUS

If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is only assignable by Customer as specifically provided herein. Company may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. All waivers and modifications of this Agreement must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this Agreement, and Customer does not have any authority of any kind to bind Company in any respect whatsoever. All notices under this Agreement shall be in writing and will be deemed to have been duly given by the Company when sent by email to the Customer’s email address, including the email address listed by the Customer in the Service portal. This Agreement may legally be signed electronically. This Agreement and the Customer’s and its personnel’s use of the Services shall be governed by, and interpreted in accordance with, the laws of the country of Denmark. Any dispute, controversy or claim arising out of or related to this Agreement or any breach thereof or to Customer’s or its personnel’s use of the Services (whether contractually or in tort), and including disputes regarding the validity of this Section, shall be subject to the exclusive jurisdiction of the courts located in Denmark and shall be instituted in the City Court of Copenhagen, Denmark, in the first instance (i.e., as the first trial court).

SCHEDULE 1

SERVICE LEVELS

The Services shall be available 99.00%, measured on a calendar moth basis. Any downtime resulting from outages of third party connections or utilities or other reasons beyond Company’s control will be excluded from any such calculation of the service levels.

SCHEDULE 2

SUPPORT

During downtime or critical need for support, the Customer has 24 hour reaction time via email, telephone or chat. The Company can in these cases be contacted on +45 31 32 33 55 and +45 51 95 75 15 on all 24 hours of the day, every day of the year.

During non-critical situations or issues, the Customer should direct their communication efforts to support@skanned.com or contact@skanned.com.

Phone numbers and emails may change but the aim is to always keep the Customer informed when and if this happens.