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Terms and conditions

1. Background

1. Chainintra ApS, company registration number DK36553081, Njalsgade 21F, 6., 2300 København S, Denmark (“Ziik”, “we” or “us”) has developed a social intranet and work app under the tradename Ziik, which is offered as a Software as a Service (hereinafter the “Software”)

2. Subscription to the Service

2. As a part of our service, we allow registered businesses or organisations, (hereinafter singular “User” and plural “Users”) to subscribe, install and use our online Software that provides the User with tools for effective communication, information sharing and collaboration with its co-workers, employees and partners, including automatic software updates e.g. (hereinafter the “Service”).

3. Grant of license

3. Ziik’s Service is not available to consumers, or to any Users previously suspended or removed from Ziik.

4. Use of the service

4. The following software as a service agreement (hereinafter “SaaS-Agreement”) shall apply to the Users’ use of the Software provided by Ziik.

2. Subscription to the Service

1. The User can subscribe to our Service via a request to Ziik by e-mail, phone or sign-up at https://ziik.io (hereinafter the “Website”).

3. Grant of license

1. This license (hereinafter "License") grants to the User, and the User accepts, a non- transferable, non-exclusive License to use the Service, and for the purpose of the Service only, the version of the software currently supplied by Ziik including any patches and associated documentation subject to the terms set forth in this SaaS-Agreement. Ziik is at any time and without notice entitled to change the License to an updated version of the Software. Ziik is furthermore obliged to ensure the Software undergoes continuous updates.
2. This License does not convey to the User with an interest or ownership in or to the Service, but only a limited right of use always subject to the terms of this License.
3. The User accepts that the Service may be disabled automatically or by Ziik if the User, either the Customer of Ziik or individual Users, commit a material breach of the terms of the SaaS-Agreement, this License and/or in case of non-payment of subscription fees.

4. Use of the service

1. In order to use the Service, the User will be equipped with an administrator user account (hereinafter an “Admin Account”) accessible by way of a user-ID and a password.
2. By accessing via the Admin Account, the User may create a number of regular user accounts (hereinafter an “Account”) accessible by way of a user-ID and a password. Whereas each Account shall be accessed only by the individual user that is associated with that specific Account.
3. The User shall provide that user-IDs and passwords (“Access Details”) are kept secret and ensure that the Access Details do not become known to any third party, as the User is liable for any misuse of the Services using the Access Details. Furthermore, the User shall inform Ziik immediately if the User suspects that any of the Access Details or Admin Account or Account have been compromised.
4. Subject to the User's payment of the subscription fees pertaining to the Service, the User shall be entitled to use the Service and any pertaining Ziik software as long as this SaaS-Agreement is in force.
5. Restrictions of use
a. Except as expressly permitted, the User may not use the Service on any device that the User does not own or control, and the User may not distribute or make the Service available to others. The User may not rent, lease, lend, sell, redistribute or sublicense the Service.
6. The User may not copy, except as expressly permitted, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Software and/or any part of the Service, any updates, or any part thereof. Any attempt to do so is a violation of our rights. If the User breaches this restriction, the User may be subject to damages claims.
7. The Customer agrees to cooperate with Ziik to maintain our ownership of the Software and/or the Service, and, to the extent that the Customer or individual User becomes aware of any claims relating to the Software and/or the Service, the Customer agrees to promptly provide notice of any such claims to us.
8. The use of the Service may require certain minimum specifications for the User’s IT- system and communication capabilities. By entering into this SaaS-Agreement, the User warrants that such requirements are met by the User during the term of the SaaS- Agreement.

5. Subscription Fee

1. The User shall pay a subscription fee to Ziik in advance in order to use the Service (hereinafter the “Subscription Fee”). The Subscription Fee will be billed monthly based on the total number of registered Accounts during the previous Subscription period. The minimum number of Accounts to be billed is 20 and payment is due 30 days after invoicing date. Pricing can be found on our website https://ziik.io. The Subscription Fee is exclusive of value added tax or sales tax, if applicable
2. The Subscription Fee is non-cancelable and non-refundable and will automatically be renewed for a new Subscription Period unless you cancel the service by contacting Ziik or via your admin panel.
3. If the User cancels the Subscription, the User will still be responsible for the Subscription Fee for any started Subscription Period.
4. The Subscription Fee includes maintenance and support of the Service as further described in section 6.
5. By payment of the Subscription Fee, the Customer accepts these Terms and Conditions as well as our Data Processor Agreement, which can be found at https://ziik.io/gdpr

6. Maintenance and support

1. Maintenance is paid for through the Subscription Fee. Maintenance includes updates to the Service and the Software, as well as correction of errors and defects, if possible.
2. The User is responsible for installing any available updates to the Service and the Software, which can be done by the individual User and is free of charge. Ziik has no responsibility for incidents due to missing updates, or otherwise.
3. Consultancy services, such as system set-up, migration of data, training, support etc., are not included in the Subscription Fee. Ziik’s consultancy services are based on time spent according to Ziik’s hourly rate valid at the time of delivery of the Consultancy services.
4. Availability:
1. Ziik intends that the Service shall be available to the User 24 hours a day all around the year. The Service is defined as being available as long as it is available for log in. In case of unavailability of the Service (as defined above) Ziik will refund to the User a proportionate part of the relevant Subscription Fee for any period that the Service due to Ziik’s circumstances is unavailable for more than three Danish business days. Such refund will be calculated on the basis of the number of “down days”, i.e. the number of consecutive periods of full 24 hours that the Service is unavailable to the User. E.g. if the Service is unavailable for a period of four business days (96 consecutive hours), the User will get a refund for one day (24 hours). Except for the refund, the Customer shall have no remedies or claims against Ziik for the unavailability of the Services, including without limitation the right to claim for compensation, proportionate reduction, the right to terminate the SaaS-Agreement for breach or any other remedy.
2. System maintenance work, which may disrupt the availability of the system should, to possible extent, be performed within the following service windows: 22.00 - 07.00 (on Mondays: until 08.00). Planned downtime should, as far as possible, be announced 24 hours in advance. Emergency situations mayrequire such work to be done outside the service windows and/or with shorter or no prior notice.
5. Backup of data:
1. The Users data is stored on Ziik’s hosting provider’s servers. The data stored on the server is backed up once per day. There is no archive of backups older than 30 days. Data restore will be performed in the case of a system failure.
6. Data restore requested by the User for other reasons, such as accidental deletion by the User, will be performed to possible and reasonable extent and invoiced according to Ziik’s and the hosting provider’s current rates.

7. Integration to third party software

1. Ziik’s Service and/or Software has the ability to integrate with software from third party providers.
2. Ziik shall have no liability for any claim based on the integration of third party software to Ziik’s Service.
3. The use of third party software is regulated by its own terms and conditions.

8. The User’s obligations

1. The User must at all times:
1. obtain, deploy and maintain all computer hardware, internet connection, security settings, operating systems and any required ancillary software to use, operate or access the Service;
2. keep its IT-systems well and proper maintained;
3. respect the restrictions and conditions applicable for the use of the Service, and follow instructions from Ziik, including but not limited to this SaaS-Agreement;
4. avoid posting or transmitting any content on the Service that is offensive, inappropriate or illegal, or otherwise in conflict with this SaaS-Agreement;
5. avoid posting or transmitting any content that infringes or violates another person’s rights (including intellectual property rights, and rights of privacy and publicity). The User further agrees to indemnify and hold Ziik harmless for all claims and losses related to such infringement and/or illegality;
2. The User is responsible for complying with the laws and regulations of the Territory from which the Service and/or the Software is accessed or used.
3. The User is obliged to keep its password secret from unauthorized users or third parties.

9. Third Party Hosting and Data Protection

1. Ziik uses a third party hosting center called Linode, to host the Service and the User’s data on Ziik’s behalf. Such storing and pertaining processing are specifically subject to Linode’s applicable terms and conditions and the User accepts that the liability of Ziik in respect of such processing is limited in accordance with Linode’s terms, which are found here: https://www.linode.com/tos
2. The User retains the rights to its data as data controller, and Ziik acts as data processor on the User's behalf.
3. When processing personal data on behalf of the User, Ziik has implemented and maintains appropriate technical and organizational security measures for the processing of such personal data.
4. Upon termination of the SaaS-Agreement, Ziik will delete or otherwise render inaccessible all copies of the User’s data from its and its third party processor’s systems in accordance with generally acknowledged practices and using generally acknowledges tools. User can retrieve data from the Software at anytime prior to termination if desired via Ziik’s API, which is found here: https://docs.ziik.io/

10. The User’s remedies

1. The User’s exclusive remedy for any material defect in the Services for which Ziik is responsible and Ziik’s sole obligation under this SaaS-Agreement will be at the exclusive choice of Ziik, either to replace the Service, or to refund the User a proportional part of the Subscription Fee, which in the sole opinion of Ziik corresponds to the value the defunct Services. The User has no other remedies except if stated by mandatory law in the User’s jurisdiction.

11. No warranties

1. THE USER MUST ACKNOWLEDGE THAT THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”. EXCEPT FOR THE EXPRESSED WARRANTIES (IF ANY) SET FORTH HEREIN, ZIIK AND ITS SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, PROMISES OR REPRESENTATIONS, EXPRESSED OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICE, ANY LOST DATA OR DOCUMENTATION, SOFTWARE PRODUCED DATA, ANY SERVICES OR TECHNICAL ASSISTANCE OR ANY OTHER ITEM DELIVERED BY ZIIK.
2. THE USER MUST ACKNOWLEDGE THAT ZIIK DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. ZIIK IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. THE USER MUST FURTHERMORE ACKNOWLEDGE THAT THE USE OF THE SERVICE IS AT THE USER’S OWN RISK.

12. Limitation of liability

1. ZIIK AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR AND THE USER ASSUMES RESPONSIBILITY FOR ALL PERSONAL INJURY AND PROPERTY DAMAGE RESULTING FROM THE USE OF THE SERVICE. IN NO EVENT SHALL ZIIK, ITS OFFICERS, AGENTS, EMPLOYEES OR SUPPLIERS BE LIABLE TO ANY PERSON OR ENTITY FOR THE LOSS OF PROFITS OR FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE SERVICES OR THE PERFORMANCE OF THE SERVICES, EVEN IF ZIIK OR ITS OFFICERS, AGENTS, EMPLOYEES, OR SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FOR THE AVOIDANCE OF DOUBT LOSS OF DATA AND THE COST OF RESTORATION THEROF SHALL BE CONSIDERED INDIRECT DAMAGES HEREUNDER. IN NO EVENT SHALL THE TOTAL, CUMULATIVE LIABILITY OF ZIIK AND ITS SUPPLIERS EXCEED SIX MONTHS SUBSCRIPTION FEE.

13. Third party rights

1. If a third party makes a claim against the User of any part of the Service originating from Ziik, Ziik assumes no liability whatsoever in any part of the Service or software originating from third parties, e.g. database software or operating systems, infringes third party intellectual property rights infringes any patent, copyright or other intellectual property right (hereafter “Claim”), Ziik will defend the User against the Claim and pay all costs, damages and expenses - including reasonable attorney's fees - finally awarded against the User by a court having jurisdiction over the matter; provided that: (i) the User notifies Ziik in writing no later than five (5) days after the User has become aware of a Claim or a potential Claim; (ii) Ziik may assume sole control of the legal handling of the Claim and all related actions and negotiations; and (iii) the User – at the Users own cost - provide Ziik with the assistance, information and authority, which in the reasonable opinion of Ziik will be necessary to perform Ziik 's obligations under this clause.
2. Notwithstanding the above, Ziik shall have no liability for (i) any Claim based on the combination of the Service with products or services not provided by Ziik and (ii) the modification of the Services by any person other than Ziik.
3. If, due to a Claim or the threat of a Claim, (i) any part of the Service is held by a court having jurisdiction over the matter, or in Ziik’s reasonable opinion may be held to infringe the rights of a third party by such a court, (ii) the User receives a valid court order preventing the User from using any part of the Services, or (ii) in Ziik’s reasonable opinion the User may receive such an order, Ziik shall at its own expense (i) obtain for the User the right to continue the use of this part of the Services, or (ii) replace or modify the Services to make it non-infringing provided that such modification or replacement will provide the User with a substantially equivalent result. If none of the above options are available on a basis that Ziik considers to be commercially reasonable, then Ziik may - in whole or in part - terminate this SaaS-Agreement and refund to the User the Subscription Fee paid by the User for the infringing part of the Service, as well as the Subscription Fee paid for any part of the Service that is rendered unusable by the User as a result of such unresolved infringement, upon return or deletion as required by Ziik of the infringing and the unusable parts of the Software by the User to Chainintra. Unless otherwise explicitly stated in this clause any claim due to a Claim or the threat of a Claim - including claims for damages and/or pro rata reduction - shall be governed by the limitation of liability in clause 12.

14. Termination

1. The User is bound by this SaaS-Agreement until the end of the chosen Subscription. Upon termination of the Subscription Period, the User’s right to access and use the Service shall be ceased immediately.
2. If the User fails or we suspect that the User has failed, to comply with any of the provisions of this SaaS-Agreement, Ziik may at its sole discretion, without notice to the User: (i) terminate this SaaS-Agreement, and the User will remain liable for the Subscription Fee due under its Subscription Period up to and including the date of termination; and/or (ii) terminate the Subscription; and/or (iii) preclude access to the Service (or any part thereof).
3. Ziik reserves the right to modify, suspend, or discontinue the Service (or any part or content thereof) at any time by providing the User with a thirty (30) days’ notice period where possible. Ziik will not be liable to the User or to any third party should they exercise such rights.

15. Miscellaneous

1. If any clause of this SaaS-Agreement is held by a court of competent jurisdiction to be contrary to law, then such clause(s) shall be construed, as nearly as possible, to reflect the intentions of the parties and the other clauses shall remain in full force and effect.
2. As the business evolves, Ziik may change the general Terms and Conditions however should a material change be made we will provide Users with reasonable notice prior to the change taking effect by emailing the email address associated with the Admin Account.
3. Ziik is entitled to transfer its rights and obligations under this SaaS-Agreement to any third party without the prior written approval from the User.

16. Applicable law and venue

1. This SaaS-Agreement and any disputes arising hereof, or other disputes or claims arising out of or in connection with the User’s use of the Service shall be settled in accordance with Danish law by the City Court of Copenhagen, Denmark, or if applicable the Maritime and Commercial High Court (in Danish: “Sø- og Handelsretten”) in Copenhagen, not taking into account its provisions that may lead to the application of any other substantial law than Danish law.