YOUR USE OF THE ADVERSUS APP PLATFORM (THE "SERVICE") IS SUBJECT TO THESE TERMS OF SERVICE. IN ORDER TO USE THE SERVICE, YOU MUST AGREE TO BE BOUND BY THESE TERMS OF SERVICE ("AGREEMENT") WITH ADVERSUS A/S ("ADVERSUS"). IF YOU DO NOT AGREE TO ALL TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE SERVICE.
The Adversus Privacy Policy and Data Processing Agreement (here) are incorporated herein by reference. This Agreement governs your use of the Service, however accessed, including via an Internet browser, smartphone, tablet, or other mobile devices. Our standard data processing agreement may be overruled by another individual agreement entered and signed by both parties.
By signing up for the Service on behalf of a Client, you confirm that
(a) you are duly authorized to represent the entity,1.1 The Adversus Service may include additional services that you subscribe to receive specifically from or through Adversus ("Additional Services"). Some of these Additional Services have specific additional terms that apply to your use of those Additional Services (the "Additional Terms"), and those Additional Terms become part of this Agreement. In the event of an Additional Term directly conflicts with any term in this Agreement, the Additional Term will apply to your use of the Additional Services instead of the term contained in this Agreement.
2.1 This Agreement will remain in effect as long as you have an active subscription for the Service (the "Term"). If you elect to use the Service for a free trial period and do not purchase a subscription before the end of such period, this Agreement will expire at the end of the free trial period.
2.2 Subscriptions purchased by you commence on the start date specified when you complete the initial payment process and continue for the subscription term selected at the time of payment. If you add any additional subscription for a new Adversus service or module at a later date, the new service will commence on the start date specified at the time you added the new service and continue for the subscription term selected at that time. Subscriptions automatically renew, as described in Section 5.1. Once the first invoice/subscription period has been paid, you agree to the pricing of the service.
Your subscription is based on the use of the service. If you upgrade your number of users or, in any other way, use the service in excess of your prepaid subscription, you will either be forced to pay a prorated fee once you initiate the upgrade or, alternatively, be post-invoiced for the extra use depending on your payment method.
2.3 You are solely responsible for the proper cancellation of your subscription. You may cancel your subscription at any time by emailing billing@adversus.io or calling us at +45 86 3000 86 or +1 (337) 385 5102. Our standard cancellation term for subscriptions is the current month, starting from the date of your billing period. Individual cancellation terms may be agreed upon. Such individual terms must be specified in the individual agreement.
2.4 Adversus may suspend your access to the Service and terminate this Agreement and your use of the Service at any time, in the event of a material breach of this Agreement (including failure to pay, which may occur if your credit card cannot be charged), and if you do not cure such breach within 5 days of Adversus providing you with written notice (including notice by email), or earlier if a specific subscription or Additional Terms provides otherwise.
Notwithstanding the foregoing, Adversus may immediately suspend or terminate your access to the Service without liability if you are in violation of Sections 4.1, 4.5, or 13 of this Agreement, as determined by Adversus in its sole discretion. Adversus may also downgrade, suspend or terminate your access to the Service without liability after providing you with 5 days' advance written notice, if
(a) you fail to affirmatively agree to material modifications of this Agreement pursuant to Section 3.1 below, or
(b) you do not log in to or otherwise use the Service for a period of 180 days or more if you have a paid account and for a period of 5 days or more if you have a free account.
If Adversus terminate this Agreement for other reasons than non-payment or violation of Section 4.1, Adversus will refund you any prepaid fees covering any period of the Term remaining after the effective date of termination for all such subscriptions. Notice via email from Adversus will be sent to you at the email address you have provided to us. Adversus reserves the right to manage its client profile, the risks it will assume, the industries it will serve, and the locations where it will do business, including choosing not to provide services to certain groups parties, industries, or companies in certain countries, in its sole discretion.
2.5 In the event your subscription is terminated, other than in instances where Adversus terminates it for your non-payment or violation of Sections 4.1 or 13, you will continue to have the ability to download the information provided, inputted, or uploaded to your databases in the Adversus app by you or on your behalf ("Data") for 30 days after the effective date of expiration or termination of your subscription. After such 30-day period or if your subscription is terminated due to your non-payment or violation of Section 4.1, Adversus shall have no obligation to maintain any Data and shall thereafter, unless legally prohibited to do so, or required pursuant to Additional Terms, delete all of your data contained in the Adversus app after 180 days.
3.1 The Service may be made available in free or paid versions at different levels. Not all features and functionality of the Service may be available in each version or level. Adversus reserves the right, in its sole discretion, to modify, add, or remove portions and/or functionality of the Service on a temporary or permanent basis, without liability to you or any third party.
3.2 Adversus may modify or update this Agreement at any time. In the event Adversus determines it is necessary to make a material modification to this Agreement, you will be notified of such change and asked to affirmatively agree to such modified version of the Agreement. Note, however, that your use of the Service after modifications to the Agreement becomes effective constitutes your binding acceptance of such changes.
3.3 If you are dissatisfied with the terms of this Agreement or any modifications to this Agreement or the Service, you agree that your sole and exclusive remedy is to terminate your subscription and discontinue any use of the Service.
4.1 During the Term, Adversus grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive right to access and use the hosted software products and related documentation included in the Service and all modifications and/or enhancements to any of the foregoing (collectively, the "Software") via a web browser or other device owned or controlled by you for your internal business use. Nothing in this Agreement obligates Adversus to deliver or make any copies of computer programs or code from the Software available to you, whether in object code or source code form. You agree to use the Service only in compliance with all applicable local, state, national, and international laws, rules, and regulations ("Applicable Law"). You shall not, and shall not agree to, and shall not authorize, encourage or permit any third party to
(1) use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, threatening, abusive, hateful, contains viruses, or is otherwise objectionable as reasonably determined by Adversus;
(2) use the Service for any fraudulent or inappropriate purpose, or in a manner for which it is not intended to be used (as determined by Adversus in its sole discretion);
(3) attempt to decipher, decompile, delete, alter or reverse engineer any of the Software;
(4) duplicate, make derivative works of, reproduce or exploit any part of the Service without the express written permission of Adversus;
(5) use any robot, spider, other automated devices, or manual process to monitor or copy any content from the Service other than copying or exporting of the Data as contemplated in the documentation; or
(6) rent, lease, distribute, or resell the Software, or access or use the Software or Services for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software or displayed in connection with the Service.
4.2 Adversus shall
(i) provide you with basic support in connection with your use of the Service at no additional charge, and with upgraded support, if purchased separately,
(ii) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for
(a) planned downtime (which Adversus shall schedule to the extent practicable after business hours GMT+1) and weekends,
(b) any unavailability caused by circumstances beyond Adversus' reasonable control, including acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), Internet service provider failures or delays, or denial of service attacks, or
(c) as necessary to update the Service to ensure its security and integrity, and
(iii) provide the Service only in accordance with Applicable Law. Adversus have 24/7 support via telephone, email, and chat. Please note that the support may be in English at certain times. Also, while Adversus would like to offer the Service in a manner that accommodates all customers in their native language, this is not practical considering the constant updating we do with our Service, the vast number of languages spoken and read in the world, and the localizations that would be required. Therefore, Adversus provides much of its Service in Danish and English, with limited adaptations to certain major languages, which adaptations are made in its sole discretion.
4.3 Adversus shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the Service and the security of your Data. Adversus shall not
(a) disclose your Data except as compelled by Applicable Law or as you expressly authorize in writing, or
(b) access your Data except to provide the Service and prevent or address service or technical problems, or at your express request in connection with customer support matters.
In the event Adversus is compelled by Applicable Law to disclose your Data, we will provide you with notice thereof (in advance, if possible) if permitted by Applicable Law.
4.4 You are solely responsible for your Data and all uses of your Data that occur through your account.
4.5 If you integrate with Adversus using our API, you must use efficient programming, which will not cause an excessive number of requests to be made in too short a period of time, as determined solely by Adversus. If this occurs, Adversus reserves the right to throttle your API connections or suspend or terminate your Adversus account.
5.1 Your subscription to the Service renews automatically for the same term selected upon initial payment (e.g., month-to-month, annual, etc.). You may change your subscription term at any time by contacting Adversus using the contact details stated in section 2.3. Adversus will email you a receipt when your card has been charged. If your card cannot be charged, Adversus will notify you, and you will need to update your payment information. In the event you do not update your payment information within five days of Adversus' notice, your access to the Service may be suspended, and you will need to update your card information to resume use of the Service. There will be no refunds or credits for partial months of service.
5.2 Annual subscription pricing requires a one-year minimum commitment. Suppose you cancel your full subscription before the end of the one-year commitment period, you will not get any refund for unused time. However, you will have full access to Adversus and its services until the end of your current billing period.
5.3 All fees are exclusive of all taxes or duties imposed by governing authorities. Other than sales taxes that Adversus may be required to collect from you and remit to appropriate taxing authorities, you are solely responsible for payment of all such taxes or duties.
5.4 Adversus may at any time, upon notice of at least 90 days, or a longer period if required by Applicable Law, change the price of your subscription or any part thereof, or institute new charges or fees. Price changes and institution of new charges implemented during your annual subscription period will go into effect for any subsequent annual subscription periods and to all new subscribers after the effective date of the change. If you do not agree to any such price changes, then you must cancel your subscription and stop using the Service prior to the commencement of the renewal subscription period for which the price change applies.
6.1 As between the parties, Adversus owns and shall retain all rights, titles, and interests in and to
(a) the Software and the Service, including all intellectual property rights therein, and
(b) all transactional and performance data related to your use of the Service.
Adversus may collect, use and disclose all such transactional and performance data for its business purposes (including software use optimization and product marketing) provided that such use does not reveal your identity, any of your confidential information, or any personally identifiable information that belongs to you or your employees.
6.2 You retain all rights, titles, and ownership interest in and to your Data. Adversus has no rights, titles, or interest in any personally identifiable information contained in or related to your Data.
6.3 You have no obligation to give Adversus any suggestions, enhancement requests, recommendations, comments, or other feedback ("Feedback") relating to the Service. To the extent you provide any Feedback to Adversus, Adversus may use and include any such Feedback to improve the Service or for any other purpose. Accordingly, if you provide Feedback, you agree that Adversus shall own all such Feedback and Adversus and its affiliates, licensees, clients, partners, third-party providers, and other authorized entities may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the Service or other related technologies, and you hereby assign all rights in such Feedback to Adversus.
6.4 From time to time during the Term, Adversus may develop, author, or prepare custom documents, designs, computer programs, computer documentation, and other tangible materials ("Deliverables") for you pursuant to the agreement between you and Adversus. Adversus shall own and retain all rights, titles, and interest in and to such Deliverables and hereby grants to you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license for you to use such Deliverables for your internal use only during the Term. Adversus may reuse any Deliverables, provided that such use does not reveal your identity, your confidential information, or any personally identifiable information that belongs to you or your employees.
7.1 Unless otherwise agreed to by you and Adversus, during the Term, Adversus may disclose your name as a customer of Adversus and/or subscriber to the Service, and you hereby grant Adversus the right to display your name, company, and logo in Adversus' marketing materials and on Adversus' public website, in each case in accordance with any branding guidelines you may provide to Adversus.
8.1 Certain features of the Site may enable users to submit, upload, post, share, or display (hereinafter, "post") comments or content, as well as to interact with others through user comment areas, message boards, direct messages, Adversus' blog, and similar user-to-user areas, as applicable (such comments and content shall be collectively referred to as "User Content"). User Content includes any comments or reviews you provide to Adversus about the Service but excludes all Data.
8.2 You hereby grant to Adversus an irrevocable, perpetual, non-exclusive, transferable, sublicensable, assignable, royalty-free, worldwide right and license to use, reproduce, display, perform, distribute, and prepare derivative works of any User Content you post on or through the Service for any purpose and in all forms and all media, whether now known or that become known in the future, and you waive any claims that you may have now or may hereafter have in any jurisdiction to any moral rights and all rights of "Droit moral" in your User Content. If you post User Content, you represent and warrant to Adversus that you own or control all rights in and to such User Content and have the right to grant the rights above to Adversus.
9.1 Adversus represents, warrants, and covenants as follows:
(a) the Service will perform substantially in accordance with the specifications generally provided by Adversus in connection with the Service ("Documentation");
(b) the provision of the Service will comply with all privacy and data protection laws applicable to its business;
(c) it will not sell Personal Information provided by you, and it will retain, disclose, or use Personal Information provided by you only for purposes of providing the Service; and
(d) any professional services performed for you by Adversus will be performed professionally and skillfully, with the degree of skill and care that is required by sound professional procedures and practices.
9.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTIES PROVIDED ABOVE, ADVERSUS HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE, SOFTWARE, DOCUMENTATION, DELIVERABLES, AND OTHER MATERIALS AND/OR SERVICES. ADVERSUS DOES NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.
9.3 EXCEPT FOR
(I) EITHER PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, WHICH FOR ADVERSUS MEANS ITS COMMITMENT NOT TO DISCLOSE YOUR DATA AS DESCRIBED HEREIN,
(II) A PARTY'S VIOLATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, (III) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER, OR
(IV) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,
(A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, AND
(B) THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER WITH RESPECT TO THIS AGREEMENT IS LIMITED, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, TO THE FEES COLLECTED BY ADVERSUS FROM YOU PURSUANT TO THIS AGREEMENT IN THE SIX MONTHS PRECEDING THE EVENT FROM WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS APPLY EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
10.1 External Breach: In the event of a security breach, as defined by Applicable Law, by anyone other than your employee, contractor, or agent, upon discovery of such breach, Adversus will
(a) initiate remedial actions that are in compliance with Applicable Law and consistent with industry standards; and
(b) notify you of the security breach, its nature and scope, the remedial actions Adversus will undertake, and the timeline within which Adversus expects to remedy the breach. You will be responsible for fulfilling your obligations under Applicable Law.
10.2 Internal Breach: In the event of a security breach, as defined by Applicable Law, by your employee, contractor or agent, or due to your failure to maintain your systems, network, or data in a secure manner, you shall have sole responsibility for initiating remedial actions, and you shall notify Adversus immediately of the breach and steps you will take to remedy the breach. In our sole discretion, we may take any action, including suspension of your access to the Service, to prevent harm to you, us, the Service, or other third parties. You waive any right to make a claim against us for losses you incur that may result from our actions.
11.1 You agree to indemnify, defend and hold harmless Adversus and its subsidiaries, affiliates, officers, directors, agents, and employees from and against any costs, damages, expenses (including reasonable attorneys' fees), judgments, losses, and other liabilities (including amounts paid in settlement) ("Liabilities") incurred as a result of any third-party action, claim, demand, proceeding or suit ("Claim") to the extent arising from or in connection with
(a) your use of the Software and/or Service in violation of this Agreement,
(b) any employment decision or action you take due to information available through or your use of the Service.
11.2 Adversus agrees to indemnify, defend and hold harmless you and your affiliates, officers, agents, and employees from and against any Liabilities incurred as a result of any third-party Claim to the extent arising from or in connection with an allegation that your use of the Software and/or Service in accordance with this Agreement infringes the intellectual property rights of a third party. Notwithstanding the foregoing, in no event shall Adversus have any obligations or liability arising from
(a) use of the Software and/or Service in a modified form or in combination with materials or software not furnished by Adversus, and
(b) any User Content, information, or Data provided by you, your end-users, or other third parties.
11.3 A party seeking indemnification hereunder shall
(a) promptly notify the other party in writing of the Claim,
(b) give the indemnifying party sole control of the defense of such Claim and all negotiations for the compromise or settlement thereof (provided that if any settlement requires any action or admission by the indemnified party, then the settlement will require the indemnified party's prior consent), and
(c) provide the indemnifying party with all reasonable cooperation, information, and assistance in connection with such Claim; provided, however, that failure by the indemnified party to provide prompt notice of a Claim, grant such sole control, and/or provide such cooperation, information, and assistance, shall not relieve the indemnifying party of its obligations under this Article 11, except to the extent that the indemnifying party is materially prejudiced by such failure. The indemnified party may be represented by its own counsel at its own expense.
12.1 This Agreement shall be governed by and construed in accordance with the substantive Danish law to the Maritime and Commercial Court in Copenhagen, without reference to conflict of laws principles. Any legal action or proceeding with respect to this Agreement must be brought in the Maritime and Commercial Court in Copenhagen.
13.1 Each Party shall comply with all Applicable Laws in connection with its own activities under this Agreement. The Service can be configured and used in ways that do not comply with Applicable Laws. It is your sole responsibility to monitor your employees' use and your use of the Service to ensure that such use complies with and is in accordance with Applicable Law. In no event shall Adversus be responsible or liable for your failure to comply with Applicable Law in connection with your use of the Service.
13.2 Adversus does not provide its customers with legal advice regarding compliance, data privacy, or other relevant Applicable Laws in the jurisdictions in which you use the Service. Any statements made by Adversus to you shall not constitute legal advice.
13.3 You acknowledge that Adversus exercises no control over your specific human resource practices implemented using the Service or your decisions regarding employment, promotion, advancement, termination, notification, or compensation of any employee or authorized user of the Service. You further agree and acknowledge that Adversus does not have a direct relationship with your employees and that you are responsible for all contact, questions, data updates, and collection with and from your employees. In addition, you are responsible for the privacy (including adopting and posting your own privacy policies governing your treatment of your employees' Data), collection, use, retention, and processing of your employees' Data, and providing any notices and information to your employees regarding the foregoing, in compliance with all Applicable Laws. Adversus hereby disclaims all liability arising from your decisions and from harmful data or code uploaded to the Service by you and/or your employees, contractors, or agents.
13.4 You represent and warrant that
(a) you are not located in a country that is subject to a European Union embargo, or that has been designated by the European Union as a "terrorist supporting" country, and
(b) you are not listed on any European Union list of prohibited or restricted parties.
14.1 The "Plecto Service" is a service offered by Adversus through Plecto ApS to assist you with live data insights. This service, apart from Plecto small, is optional and is subject to an additional fee. This service is governed by Plecto's additional terms, in addition to all terms and conditions of this Agreement.
15.1 Entire Agreement. This Agreement, along with our Privacy Policy (here), encompasses the entire agreement between you and Adversus with respect to the subject matter hereof and supersedes all prior representations, agreements, and understandings, written or oral. No purchase order or other form submitted by you will modify, supersede, add to, or in any way vary the terms of this Agreement.
15.2 No Waiver. The failure of Adversus to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
15.3 Severability. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall be interpreted so as to effectuate the intention of the parties reasonably and shall not affect the validity and enforceability of any remaining provisions.
15.4 Survival. The provisions of this Agreement that should, by their nature, survive termination and/or expiration, shall and do survive such termination and/or expiration.
15.5 Assignment. You may not assign or otherwise transfer any of your rights or obligations under this Agreement without Adversus' prior written consent, which consent shall not be unreasonably withheld. This Agreement shall be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. Any assignment in violation of the foregoing will be null and void.
15.6 No Legal Advice; Reliance. No part of this Agreement is intended or shall be construed as legal advice. Adversus shall not be liable for any errors or omissions in the content of this Agreement or for any actions taken in reliance thereon.
15.7 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties, hereto any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement.
16.1 We do not give refunds for unused time so that you will have full access until the end of your current billing period. After your current billing period and the agreed termination period, as stated in section 2.3 or any other termination period individually agreed, you will no longer be charged for the use of the service.
The Adversus Privacy Policy and Data Processing Agreement (here) are incorporated herein by reference. This Agreement governs your use of the Service, however accessed, including via an Internet browser, smartphone, tablet, or other mobile devices. Our standard data processing agreement may be overruled by another individual agreement entered and signed by both parties.
By signing up for the Service on behalf of a Client, you confirm that
(a) you are duly authorized to represent the entity,1.1 The Adversus Service may include additional services that you subscribe to receive specifically from or through Adversus ("Additional Services"). Some of these Additional Services have specific additional terms that apply to your use of those Additional Services (the "Additional Terms"), and those Additional Terms become part of this Agreement. In the event of an Additional Term directly conflicts with any term in this Agreement, the Additional Term will apply to your use of the Additional Services instead of the term contained in this Agreement.
2.1 This Agreement will remain in effect as long as you have an active subscription for the Service (the "Term"). If you elect to use the Service for a free trial period and do not purchase a subscription before the end of such period, this Agreement will expire at the end of the free trial period.
2.2 Subscriptions purchased by you commence on the start date specified when you complete the initial payment process and continue for the subscription term selected at the time of payment. If you add any additional subscription for a new Adversus service or module at a later date, the new service will commence on the start date specified at the time you added the new service and continue for the subscription term selected at that time. Subscriptions automatically renew, as described in Section 5.1. Once the first invoice/subscription period has been paid, you agree to the pricing of the service.
Your subscription is based on the use of the service. If you upgrade your number of users or, in any other way, use the service in excess of your prepaid subscription, you will either be forced to pay a prorated fee once you initiate the upgrade or, alternatively, be post-invoiced for the extra use depending on your payment method.
2.3 You are solely responsible for the proper cancellation of your subscription. You may cancel your subscription at any time by emailing billing@adversus.io or calling us at +45 86 3000 86 or +1 (337) 385 5102. Our standard cancellation term for subscriptions is the current month, starting from the date of your billing period. Individual cancellation terms may be agreed upon. Such individual terms must be specified in the individual agreement.
2.4 Adversus may suspend your access to the Service and terminate this Agreement and your use of the Service at any time, in the event of a material breach of this Agreement (including failure to pay, which may occur if your credit card cannot be charged), and if you do not cure such breach within 5 days of Adversus providing you with written notice (including notice by email), or earlier if a specific subscription or Additional Terms provides otherwise.
Notwithstanding the foregoing, Adversus may immediately suspend or terminate your access to the Service without liability if you are in violation of Sections 4.1, 4.5, or 13 of this Agreement, as determined by Adversus in its sole discretion. Adversus may also downgrade, suspend or terminate your access to the Service without liability after providing you with 5 days' advance written notice, if
(a) you fail to affirmatively agree to material modifications of this Agreement pursuant to Section 3.1 below, or
(b) you do not log in to or otherwise use the Service for a period of 180 days or more if you have a paid account and for a period of 5 days or more if you have a free account.
If Adversus terminate this Agreement for other reasons than non-payment or violation of Section 4.1, Adversus will refund you any prepaid fees covering any period of the Term remaining after the effective date of termination for all such subscriptions. Notice via email from Adversus will be sent to you at the email address you have provided to us. Adversus reserves the right to manage its client profile, the risks it will assume, the industries it will serve, and the locations where it will do business, including choosing not to provide services to certain groups parties, industries, or companies in certain countries, in its sole discretion.
2.5 In the event your subscription is terminated, other than in instances where Adversus terminates it for your non-payment or violation of Sections 4.1 or 13, you will continue to have the ability to download the information provided, inputted, or uploaded to your databases in the Adversus app by you or on your behalf ("Data") for 30 days after the effective date of expiration or termination of your subscription. After such 30-day period or if your subscription is terminated due to your non-payment or violation of Section 4.1, Adversus shall have no obligation to maintain any Data and shall thereafter, unless legally prohibited to do so, or required pursuant to Additional Terms, delete all of your data contained in the Adversus app after 180 days.
3.1 The Service may be made available in free or paid versions at different levels. Not all features and functionality of the Service may be available in each version or level. Adversus reserves the right, in its sole discretion, to modify, add, or remove portions and/or functionality of the Service on a temporary or permanent basis, without liability to you or any third party.
3.2 Adversus may modify or update this Agreement at any time. In the event Adversus determines it is necessary to make a material modification to this Agreement, you will be notified of such change and asked to affirmatively agree to such modified version of the Agreement. Note, however, that your use of the Service after modifications to the Agreement becomes effective constitutes your binding acceptance of such changes.
3.3 If you are dissatisfied with the terms of this Agreement or any modifications to this Agreement or the Service, you agree that your sole and exclusive remedy is to terminate your subscription and discontinue any use of the Service.
4.1 During the Term, Adversus grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive right to access and use the hosted software products and related documentation included in the Service and all modifications and/or enhancements to any of the foregoing (collectively, the "Software") via a web browser or other device owned or controlled by you for your internal business use. Nothing in this Agreement obligates Adversus to deliver or make any copies of computer programs or code from the Software available to you, whether in object code or source code form. You agree to use the Service only in compliance with all applicable local, state, national, and international laws, rules, and regulations ("Applicable Law"). You shall not, and shall not agree to, and shall not authorize, encourage or permit any third party to
(1) use the Service to upload, transmit or otherwise distribute any content that is unlawful, defamatory, harassing, abusive, fraudulent, obscene, threatening, abusive, hateful, contains viruses, or is otherwise objectionable as reasonably determined by Adversus;
(2) use the Service for any fraudulent or inappropriate purpose, or in a manner for which it is not intended to be used (as determined by Adversus in its sole discretion);
(3) attempt to decipher, decompile, delete, alter or reverse engineer any of the Software;
(4) duplicate, make derivative works of, reproduce or exploit any part of the Service without the express written permission of Adversus;
(5) use any robot, spider, other automated devices, or manual process to monitor or copy any content from the Service other than copying or exporting of the Data as contemplated in the documentation; or
(6) rent, lease, distribute, or resell the Software, or access or use the Software or Services for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software or displayed in connection with the Service.
4.2 Adversus shall
(i) provide you with basic support in connection with your use of the Service at no additional charge, and with upgraded support, if purchased separately,
(ii) use commercially reasonable efforts to make the Service available 24 hours a day, 7 days a week, except for
(a) planned downtime (which Adversus shall schedule to the extent practicable after business hours GMT+1) and weekends,
(b) any unavailability caused by circumstances beyond Adversus' reasonable control, including acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), Internet service provider failures or delays, or denial of service attacks, or
(c) as necessary to update the Service to ensure its security and integrity, and
(iii) provide the Service only in accordance with Applicable Law. Adversus have 24/7 support via telephone, email, and chat. Please note that the support may be in English at certain times. Also, while Adversus would like to offer the Service in a manner that accommodates all customers in their native language, this is not practical considering the constant updating we do with our Service, the vast number of languages spoken and read in the world, and the localizations that would be required. Therefore, Adversus provides much of its Service in Danish and English, with limited adaptations to certain major languages, which adaptations are made in its sole discretion.
4.3 Adversus shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the Service and the security of your Data. Adversus shall not
(a) disclose your Data except as compelled by Applicable Law or as you expressly authorize in writing, or
(b) access your Data except to provide the Service and prevent or address service or technical problems, or at your express request in connection with customer support matters.
In the event Adversus is compelled by Applicable Law to disclose your Data, we will provide you with notice thereof (in advance, if possible) if permitted by Applicable Law.
4.4 You are solely responsible for your Data and all uses of your Data that occur through your account.
4.5 If you integrate with Adversus using our API, you must use efficient programming, which will not cause an excessive number of requests to be made in too short a period of time, as determined solely by Adversus. If this occurs, Adversus reserves the right to throttle your API connections or suspend or terminate your Adversus account.
5.1 Your subscription to the Service renews automatically for the same term selected upon initial payment (e.g., month-to-month, annual, etc.). You may change your subscription term at any time by contacting Adversus using the contact details stated in section 2.3. Adversus will email you a receipt when your card has been charged. If your card cannot be charged, Adversus will notify you, and you will need to update your payment information. In the event you do not update your payment information within five days of Adversus' notice, your access to the Service may be suspended, and you will need to update your card information to resume use of the Service. There will be no refunds or credits for partial months of service.
5.2 Annual subscription pricing requires a one-year minimum commitment. Suppose you cancel your full subscription before the end of the one-year commitment period, you will not get any refund for unused time. However, you will have full access to Adversus and its services until the end of your current billing period.
5.3 All fees are exclusive of all taxes or duties imposed by governing authorities. Other than sales taxes that Adversus may be required to collect from you and remit to appropriate taxing authorities, you are solely responsible for payment of all such taxes or duties.
5.4 Adversus may at any time, upon notice of at least 90 days, or a longer period if required by Applicable Law, change the price of your subscription or any part thereof, or institute new charges or fees. Price changes and institution of new charges implemented during your annual subscription period will go into effect for any subsequent annual subscription periods and to all new subscribers after the effective date of the change. If you do not agree to any such price changes, then you must cancel your subscription and stop using the Service prior to the commencement of the renewal subscription period for which the price change applies.
6.1 As between the parties, Adversus owns and shall retain all rights, titles, and interests in and to
(a) the Software and the Service, including all intellectual property rights therein, and
(b) all transactional and performance data related to your use of the Service.
Adversus may collect, use and disclose all such transactional and performance data for its business purposes (including software use optimization and product marketing) provided that such use does not reveal your identity, any of your confidential information, or any personally identifiable information that belongs to you or your employees.
6.2 You retain all rights, titles, and ownership interest in and to your Data. Adversus has no rights, titles, or interest in any personally identifiable information contained in or related to your Data.
6.3 You have no obligation to give Adversus any suggestions, enhancement requests, recommendations, comments, or other feedback ("Feedback") relating to the Service. To the extent you provide any Feedback to Adversus, Adversus may use and include any such Feedback to improve the Service or for any other purpose. Accordingly, if you provide Feedback, you agree that Adversus shall own all such Feedback and Adversus and its affiliates, licensees, clients, partners, third-party providers, and other authorized entities may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback in the Service or other related technologies, and you hereby assign all rights in such Feedback to Adversus.
6.4 From time to time during the Term, Adversus may develop, author, or prepare custom documents, designs, computer programs, computer documentation, and other tangible materials ("Deliverables") for you pursuant to the agreement between you and Adversus. Adversus shall own and retain all rights, titles, and interest in and to such Deliverables and hereby grants to you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license for you to use such Deliverables for your internal use only during the Term. Adversus may reuse any Deliverables, provided that such use does not reveal your identity, your confidential information, or any personally identifiable information that belongs to you or your employees.
7.1 Unless otherwise agreed to by you and Adversus, during the Term, Adversus may disclose your name as a customer of Adversus and/or subscriber to the Service, and you hereby grant Adversus the right to display your name, company, and logo in Adversus' marketing materials and on Adversus' public website, in each case in accordance with any branding guidelines you may provide to Adversus.
8.1 Certain features of the Site may enable users to submit, upload, post, share, or display (hereinafter, "post") comments or content, as well as to interact with others through user comment areas, message boards, direct messages, Adversus' blog, and similar user-to-user areas, as applicable (such comments and content shall be collectively referred to as "User Content"). User Content includes any comments or reviews you provide to Adversus about the Service but excludes all Data.
8.2 You hereby grant to Adversus an irrevocable, perpetual, non-exclusive, transferable, sublicensable, assignable, royalty-free, worldwide right and license to use, reproduce, display, perform, distribute, and prepare derivative works of any User Content you post on or through the Service for any purpose and in all forms and all media, whether now known or that become known in the future, and you waive any claims that you may have now or may hereafter have in any jurisdiction to any moral rights and all rights of "Droit moral" in your User Content. If you post User Content, you represent and warrant to Adversus that you own or control all rights in and to such User Content and have the right to grant the rights above to Adversus.
9.1 Adversus represents, warrants, and covenants as follows:
(a) the Service will perform substantially in accordance with the specifications generally provided by Adversus in connection with the Service ("Documentation");
(b) the provision of the Service will comply with all privacy and data protection laws applicable to its business;
(c) it will not sell Personal Information provided by you, and it will retain, disclose, or use Personal Information provided by you only for purposes of providing the Service; and
(d) any professional services performed for you by Adversus will be performed professionally and skillfully, with the degree of skill and care that is required by sound professional procedures and practices.
9.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR THE LIMITED WARRANTIES PROVIDED ABOVE, ADVERSUS HEREBY DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE, SOFTWARE, DOCUMENTATION, DELIVERABLES, AND OTHER MATERIALS AND/OR SERVICES. ADVERSUS DOES NOT WARRANT THAT OPERATION OF THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED.
9.3 EXCEPT FOR
(I) EITHER PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, WHICH FOR ADVERSUS MEANS ITS COMMITMENT NOT TO DISCLOSE YOUR DATA AS DESCRIBED HEREIN,
(II) A PARTY'S VIOLATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, (III) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER, OR
(IV) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT,
(A) IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF THIS AGREEMENT, AND
(B) THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER WITH RESPECT TO THIS AGREEMENT IS LIMITED, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, TO THE FEES COLLECTED BY ADVERSUS FROM YOU PURSUANT TO THIS AGREEMENT IN THE SIX MONTHS PRECEDING THE EVENT FROM WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATIONS APPLY EVEN IF SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY HEREIN.
10.1 External Breach: In the event of a security breach, as defined by Applicable Law, by anyone other than your employee, contractor, or agent, upon discovery of such breach, Adversus will
(a) initiate remedial actions that are in compliance with Applicable Law and consistent with industry standards; and
(b) notify you of the security breach, its nature and scope, the remedial actions Adversus will undertake, and the timeline within which Adversus expects to remedy the breach. You will be responsible for fulfilling your obligations under Applicable Law.
10.2 Internal Breach: In the event of a security breach, as defined by Applicable Law, by your employee, contractor or agent, or due to your failure to maintain your systems, network, or data in a secure manner, you shall have sole responsibility for initiating remedial actions, and you shall notify Adversus immediately of the breach and steps you will take to remedy the breach. In our sole discretion, we may take any action, including suspension of your access to the Service, to prevent harm to you, us, the Service, or other third parties. You waive any right to make a claim against us for losses you incur that may result from our actions.
11.1 You agree to indemnify, defend and hold harmless Adversus and its subsidiaries, affiliates, officers, directors, agents, and employees from and against any costs, damages, expenses (including reasonable attorneys' fees), judgments, losses, and other liabilities (including amounts paid in settlement) ("Liabilities") incurred as a result of any third-party action, claim, demand, proceeding or suit ("Claim") to the extent arising from or in connection with
(a) your use of the Software and/or Service in violation of this Agreement,
(b) any employment decision or action you take due to information available through or your use of the Service.
11.2 Adversus agrees to indemnify, defend and hold harmless you and your affiliates, officers, agents, and employees from and against any Liabilities incurred as a result of any third-party Claim to the extent arising from or in connection with an allegation that your use of the Software and/or Service in accordance with this Agreement infringes the intellectual property rights of a third party. Notwithstanding the foregoing, in no event shall Adversus have any obligations or liability arising from
(a) use of the Software and/or Service in a modified form or in combination with materials or software not furnished by Adversus, and
(b) any User Content, information, or Data provided by you, your end-users, or other third parties.
11.3 A party seeking indemnification hereunder shall
(a) promptly notify the other party in writing of the Claim,
(b) give the indemnifying party sole control of the defense of such Claim and all negotiations for the compromise or settlement thereof (provided that if any settlement requires any action or admission by the indemnified party, then the settlement will require the indemnified party's prior consent), and
(c) provide the indemnifying party with all reasonable cooperation, information, and assistance in connection with such Claim; provided, however, that failure by the indemnified party to provide prompt notice of a Claim, grant such sole control, and/or provide such cooperation, information, and assistance, shall not relieve the indemnifying party of its obligations under this Article 11, except to the extent that the indemnifying party is materially prejudiced by such failure. The indemnified party may be represented by its own counsel at its own expense.
12.1 This Agreement shall be governed by and construed in accordance with the substantive Danish law to the Maritime and Commercial Court in Copenhagen, without reference to conflict of laws principles. Any legal action or proceeding with respect to this Agreement must be brought in the Maritime and Commercial Court in Copenhagen.
13.1 Each Party shall comply with all Applicable Laws in connection with its own activities under this Agreement. The Service can be configured and used in ways that do not comply with Applicable Laws. It is your sole responsibility to monitor your employees' use and your use of the Service to ensure that such use complies with and is in accordance with Applicable Law. In no event shall Adversus be responsible or liable for your failure to comply with Applicable Law in connection with your use of the Service.
13.2 Adversus does not provide its customers with legal advice regarding compliance, data privacy, or other relevant Applicable Laws in the jurisdictions in which you use the Service. Any statements made by Adversus to you shall not constitute legal advice.
13.3 You acknowledge that Adversus exercises no control over your specific human resource practices implemented using the Service or your decisions regarding employment, promotion, advancement, termination, notification, or compensation of any employee or authorized user of the Service. You further agree and acknowledge that Adversus does not have a direct relationship with your employees and that you are responsible for all contact, questions, data updates, and collection with and from your employees. In addition, you are responsible for the privacy (including adopting and posting your own privacy policies governing your treatment of your employees' Data), collection, use, retention, and processing of your employees' Data, and providing any notices and information to your employees regarding the foregoing, in compliance with all Applicable Laws. Adversus hereby disclaims all liability arising from your decisions and from harmful data or code uploaded to the Service by you and/or your employees, contractors, or agents.
13.4 You represent and warrant that
(a) you are not located in a country that is subject to a European Union embargo, or that has been designated by the European Union as a "terrorist supporting" country, and
(b) you are not listed on any European Union list of prohibited or restricted parties.
14.1 The "Plecto Service" is a service offered by Adversus through Plecto ApS to assist you with live data insights. This service, apart from Plecto small, is optional and is subject to an additional fee. This service is governed by Plecto's additional terms, in addition to all terms and conditions of this Agreement.
15.1 Entire Agreement. This Agreement, along with our Privacy Policy (here), encompasses the entire agreement between you and Adversus with respect to the subject matter hereof and supersedes all prior representations, agreements, and understandings, written or oral. No purchase order or other form submitted by you will modify, supersede, add to, or in any way vary the terms of this Agreement.
15.2 No Waiver. The failure of Adversus to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.
15.3 Severability. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall be interpreted so as to effectuate the intention of the parties reasonably and shall not affect the validity and enforceability of any remaining provisions.
15.4 Survival. The provisions of this Agreement that should, by their nature, survive termination and/or expiration, shall and do survive such termination and/or expiration.
15.5 Assignment. You may not assign or otherwise transfer any of your rights or obligations under this Agreement without Adversus' prior written consent, which consent shall not be unreasonably withheld. This Agreement shall be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. Any assignment in violation of the foregoing will be null and void.
15.6 No Legal Advice; Reliance. No part of this Agreement is intended or shall be construed as legal advice. Adversus shall not be liable for any errors or omissions in the content of this Agreement or for any actions taken in reliance thereon.
15.7 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties, hereto any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement.
16.1 We do not give refunds for unused time so that you will have full access until the end of your current billing period. After your current billing period and the agreed termination period, as stated in section 2.3 or any other termination period individually agreed, you will no longer be charged for the use of the service.
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