End User License Agreement (SaaS)
This NorthGRC End User License Agreement ("Agreement") is made between You, being a private or corporate entity ("Licensee"), and NorthGRC A/S ("NorthGRC"), a Danish incorporated to use NorthGRC's Software under the terms and conditions of this Agreement and any applicable service agreement with NorthGRC or an authorized NorthGRC reseller (“Service Agreement”). Any use of NorthGRC's software and products is subject to the terms and conditions below and the Service Agreement. In case of discrepancies between this Agreement and the Service Agreement, the Agreement prevails. If the Licensee does not agree to these license terms, the Licensee may not use NorthGRC's Software.
1. PRODUCTS
NorthGRC licenses the Secure ISMS®, Secure GDPR® and NorthGRC® computer software products (“the Product”) incl. all content and documentation and sells related services (“Services”). Product includes any enhancements, additions, modifications or upgrades, and any new products developed or licensed by NorthGRC.
2. LICENSE GRANT
2.1 License Grant.
Subject to the payment of all applicable fees, NorthGRC hereby grants to Licensee a personal, revocable, non-exclusive and non-transferable license to use the Product and all content and documentation, subject to the terms and conditions of this Agreement and the Service Agreement. This license is for Licensee’s internal use only. The Product may only be used by the number of unique users bought by the Licensee. Licensee acknowledges that the Product or its license keys may have an expiration date, a user number limit and other intentional limitations and that the Product may not function beyond these limitations. After an expiration date, Licensee is not entitled to use the Product or the content generated by the Product. NorthGRC grants no other license with respect to the Product and no implied license shall arise by usage of trade, course of dealing, course of performance or under any other theory. NorthGRC has the right to supervise all activities relating to NorthGRC's products, e.g. via the Internet, with the purpose to verify performance, observance of this Agreement, number of active users, use and copying of Product. In the beta version of the Product NorthGRC has the right to track the testing sessions anonymously. This is to get the most out of the sessions by spotting areas where the user experience is confusing, inadequate, or if there are areas that are underutilized, etc. The tracking will not include text that Licensee might fill in text-fields.
2.2 Restrictions.
Licensee shall not:
- bypass or delete protection methods provided for preventing unauthorized uses of the Product for any purpose whatsoever;
- remove any copyright notices, confidential or proprietary legends, or other identification from the Product or user manuals.
2.3 Ownership.
All right, title, interest and ownership of the Product, documentation and user manuals shall remain with NorthGRC or its licensors, if any, including rights to all copyrights, patents, trademarks, trade secrets and any other intellectual property rights. Licensee’s right to use the Product (including content generated with the Product) terminates with immediate effect at the expiration of license and/or any applicable Service Agreement.
2.4 Enhancements and Upgrades.
NorthGRC may, from time to time, make enhancements and upgrades to the Product. These enhancements and upgrades may be made available to Licensee, in NorthGRC's discretion, at no charge or at an additional charge.
2.5 License System.
Licensee shall use NorthGRC's license system to enable use of the Product in strict accordance with the instructions given by NorthGRC to Licensee. “License system” means any license key, computer program, computer file, password or code (“license keys”) provided by NorthGRC to allow the use of the Product by Licensee or its end user.
3. ORDERS, FEES AND PAYMENT
3.3 Governing Terms.
All orders submitted by Licensee for the Product, Services or user manuals shall be governed by the terms contained in this Agreement and the Service Agreement, notwithstanding any additional or different terms which may be contained in any such order.
3.4 Payment and Fees.
Licensee shall pay the fees set forth in the applicable quotation from NorthGRC or NorthGRC's authorized reseller as the case may be or in this Agreement/the Service Agreement. All payments shall be made in local currency and are due net 14 days after the date of invoice. Late payments will be assessed an interest charge of 2 % per month.
3.5 Taxes.
Licensee shall pay all sales, use, personal property, VAT, excise, withholding or any other taxes that may be imposed based on the license or use of the Product, products and Services provided under this Agreement and the Service Agreement.
4. SUPPORT AND TRAINING
Subject to the payment of all applicable fees, NorthGRC (or its authorized reseller) shall provide technical support to Licensee as described in the support section of www.northgrc.dk or www.northgrc.com.
5. RIGHTS IN DATA
5.1 NorthGRC Rights to Blinded Data.
NorthGRC shall have the irrevocable, perpetual and royalty-free right to compile, use and distribute data sets, statistical analyses, reports and related services utilizing aggregated data derived from information and data obtained from Licensee and other sources, so long as such data does not allow the identification of an individual person or Licensee.
5.2 Access and disclosure for other lawful purposes.
NorthGRC reserves the right to access and disclose any information, data, graphics, video, sound, files and other content created by, provided by, or accessed by Licensee ("Content") in order to comply with applicable laws and lawful government requests or to provide technical support. This may also include disclosing Licensee’s name and other registration and identification information. NorthGRC reserves the right in its sole discretion, but will not be obligated, to remove any Content from its system. NorthGRC will fully cooperate with law enforcement authorities in investigating suspected lawbreakers and reserves the right to report to such authorities any suspect activity.
6. NORTHGRC TRADEMARKS AND SERVICEMARKS (“MARKS”)
Licensee acknowledges that NorthGRC is the owner of the Marks, including, but not limited to, NorthGRC, Secure ISMS®, Secure GDPR®, NorthGRC® and the NorthGRC logos. Licensee agrees to follow usage guidelines for the Marks provided by NorthGRC. Ownership of the Marks shall remain vested in NorthGRC and Licensee agrees not to challenge the validity or ownership of such Marks. Licensee shall follow the trademark usage guidelines provided by NorthGRC from time to time or posted on the NorthGRC website.
7. WARRANTIES AND DISCLAIMER OF WARRANTIES
NorthGRC or its authorized reseller, as the case may be, warrants that, for a period of 1 year from the date of commencement of the Service Agreement, the Product will perform in substantial conformance with the documentation supplied with the Product. Other warranties may be provided in the Service Agreement. All other warranties than those set out herein and the Service Agreement, including implied warranties or the Product’s fitness for a particular purpose, are hereby expressly excluded. If the Service Agreement is made with an authorized reseller, any and all warranty claims shall be made exclusively against the authorized reseller and not NorthGRC.
NorthGRC expressly disclaims any liability for errors or non-compliance of agreed service levels related to the operation of the Product by an authorized reseller. Hence, Licensee shall direct any such claims towards the authorized reseller.
8. CONFIDENTIALITY
8.1
In the course of performance under this Agreement, NorthGRC, and Licensee may disclose to each other certain information concerning their inventions, confidential know-how and trade secrets, including methods or concepts utilized therein (“Confidential Information”). Confidential Information shall include the terms of this Agreement. All Confidential Information shall remain the sole property of the disclosing party and the receiving party shall have no interest in or rights with respect to such Confidential Information except as set forth in this Agreement.
8.2
The receiving party shall protect the confidentiality of the disclosing party's Confidential Information with at least the same degree of care that it utilizes with respect to its own similar confidential information, but in no event less than a reasonable degree of care. Without limiting the foregoing, the parties agree:
8.2.1
Not to disclose or otherwise permit any person or entity access to the Confidential Information, except for employees or contractors of the receiving party whose job performance in connection with this Agreement requires access to the Confidential Information and who have signed an agreement obligating the employee or contractor to maintain the confidentiality of the Confidential Information; and
8.2.2
To notify the disclosing party promptly and in writing of the circumstances surrounding any suspected possession, use or knowledge of the Confidential Information or any part thereof at any location or by any person or entity other than those authorized by this Agreement.
8.3
Nothing in this Section shall restrict the receiving party with respect to information, whether or not identical or similar to that contained in the Confidential Information, if such information:
8.3.1
was rightfully possessed by the receiving party before it was received from the disclosing party;
8.3.2
is independently developed by the receiving party without reference to the Confidential Information;
8.3.3
is subsequently furnished to the receiving party by a third party not under any obligation of confidentiality with respect to such information, and without restrictions on use or disclosure; or
8.3.4
is or becomes publicly available through no act or omission of the receiving party.
9. EXPORT REGULATION
N/A
10. LIMITATION OF LIABILITY
In no event shall NorthGRC (or its authorized reseller as the case may be) be liable for any incidental, indirect, special or consequential damages whatsoever, including, but not limited to, lost profits or interruption of business, arising out of or related to this Agreement or for any claim by any third party. NorthGRC's (or the authorized resller’s) liability arising under any theory, including but not limited to, contract, negligence or strict liability in tort, shall not exceed DKK 500,000 and shall not exceed 10% of the amounts paid by Licensee to NorthGRC (or the authorized reseller) during the 12-month period immediately preceding accrual of the cause of action. If the Service Agreement is made with an authorized NorthGRC reseller, NorthGRC assumes no liability towards Licensee under this Agreement or the Service Agreement. Therefore, in such case any and all claims related to this Agreement or the Service Agreement shall be directed towards the authorized reseller.
11. TERM AND TERMINATION.
11.1
Term and termination of the license granted under this Agreement shall be governed by the Service Agreement with NorthGRC or NorthGRC's authorized reseller.
11.2
Post-Termination Obligations. In the event of any termination or expiration of this Agreement:
11.2.1
Licensee shall pay to NorthGRC/authorized reseller all fees and other amounts due to NorthGRC/authorized reseller at the time of such termination;
11.2.2
All licenses to Licensee shall immediately terminate; and
11.2.3
All Sections of this Agreement that by their nature should survive shall survive termination of the Agreement.
12. GENERAL PROVISIONS.
12.1
No Assignment. Neither this Agreement nor any licenses granted hereunder may be assigned or transferred, in whole or in part, by Licensee, whether by operation of law, or otherwise, without the prior written consent of NorthGRC/authorized reseller.
12.2
Force Majeure. Neither party shall be liable for any failure or delay in performance due to causes which are beyond its reasonable control, including, but not limited to, acts of God, acts of civil or military authority, fire, epidemic, flood, earthquake, riot, war, failure of telecommunications lines, lack of Internet access, sabotage and governmental action; provided that the delayed party, 1) gives the other party written notice of such cause promptly; and 2) uses reasonable efforts to correct such failure or delay.
12.3
No Waiver; Severability. No term of this Agreement shall be deemed waived, and no breach consented to unless such waiver or consent is made in writing and signed by both parties. If any term of this Agreement is held to be invalid or unenforceable, then the remaining provisions shall remain in full force and effect. The parties will renegotiate in good faith any such invalidated term.
12.4
Relationship of the Parties. Nothing in this Agreement shall constitute the parties as partners, joint venturers or agents for the other. No party shall have any authority to bind the other legally or equitably by contract, admission, acknowledgement, undertaking or in any other manner
12.5 Entire Agreement.
This Agreement constitutes the entire agreement of the parties and supersedes all prior agreements, understandings and negotiations related to the subject matter herein. This Agreement may not be changed or modified in any way subsequent to the date of execution hereof except in writing signed by both parties.
12.6 Costs, Expenses and Attorneys' Fees.
If either party commences any action or proceeding against the other party to enforce or interpret this Agreement, the prevailing party in such action or proceeding shall be entitled to recover from the other party the actual costs, expenses and attorneys' fees, incurred by such prevailing party in connection with such action or proceeding.
12.7 Governing Law and Choice of Forum.
The official text of this Agreement shall be in the English language, and such English text shall be controlling in all respects, notwithstanding any translation hereof required under the laws or regulations of the Territory. This Agreement shall be governed and construed in accordance with the substantive laws of Denmark, without reference to conflict of laws principles and excluding the United Nations Convention on Contracts for the International Sale of Goods. Any legal action or proceeding arising out of or in connection with this Agreement shall be brought solely in the courts of Copenhagen, Denmark and may be brought in no other forum. The parties hereby submit for all purposes to the jurisdiction of each such court.
12.8 Notices.
Any notice required or permitted under this Agreement shall be given in writing to the other party at the address set forth above and shall be deemed given when 1) sent by certified mail, return receipt requested; 2) sent by facsimile, with confirmation receipt; or 3) sent by recognized international courier service. Notices to NorthGRC shall have a copy sent to: NorthGRC A/S, Denmark.
