SERVICE SUBSCRIPTION AGREEMENT
REGARDING THE USE OF OPENLI’S PRODUCTS AND SERVICE
[version 2.0, 9 May 2022 (online version)]
This service subscription agreement (the “Agreement” or “SSA”) is entered into by the company referenced in the signup form, order form or similar (the “Customer”) and Openli by Legal Monster ApS (“Openli”, “us” or “our”).
The Customer is signing up to access and use the Openli services and product(s) (the “Openli Product(s)”) mentioned in the signup form, the upgrade form or in the order form, including, if mentioned, a free product or a free trial of one or more Openli Product(s) ("Free Trial").
1. The Agreement
1.1. The Agreement includes the following:
1.1.1 the signup form, upgrade form or order form (“Order Form”), which contains details of the Openli Products.
1.1.2 the data processing agreement (“DPA”), see section 6, and
1.1.3 the policies, documentation and guidelines (collectively, the "Guidelines") available on Openli’s website, see for example https://docs.openli.com/ or that may otherwise be published by us on our website (as new Guidelines may be created and other Guidelines may be amended from time to time).
2. Acceptance of the Agreement
2.1. The Agreement becomes binding and effective for any use of our services and Openli Products on the date (“Effective Date”) that the Customer either:
2.1.1 Provides Openli with a written acceptance via email, print or similar method;
2.1.2 Clicks on the designated "accept" or “sign up” button on a web form or similar; or
2.1.3 When the Customer electronically or physically signs the Order Form or the Agreement.
2.2. If Customer is a company, association or any other legal entity, the undersigned represents and warrants that they are authorised to bind the entity into this Agreement.
3. Duration
3.1. The Agreement remains in force in accordance with the terms outlined in the Order Form. If the Order Form does not contain a duration, the Agreement remains in force until terminated by one of the parties, see section 10.
4. Openli’s Product and Services
4.1. The Customer will get access to the Openli Product outlined in the Order Form.
4.2. In connection with the Customer getting access to the Openli Products, the Customer will get a business account (“Account”) where the Customer will have access to the Openli Products and different features, dashboards, insights and information (collectively referred to as the “Openli Service” which for the avoidance of doubt also includes the Openli Product). Further, the Customer may grant access to a partner, consultant, employee or any other person or entity (a “Representative”) to act on behalf of Customer on its Account by way of granting the Representative access to the Account. The Customer shall be liable and responsible for any acts or omissions by a Representative in respect of their dealings on the Account on behalf of the Customer.
4.3. The Customer will via the Account and login on app.openli.com have access to an online portal hosted by Openli with an overview of the Openli Products. The Customer may on the portal have access to different solutions, e.g., a cookie solution, website compliance solution, vendor hub, widgets, audit trail, my privacy profile and legal agreements (like a data processing agreement or privacy policy) and any other Openli Products introduced and used from time to time. Further, there is access to the help center and settings section from the portal.
4.4. As part of the Openli Service, the Customer may get access to different widgets, templates, policies, documents, and vendor information. The Customer accepts that Openli can change the widgets, templates or policies made available to the Customer, including removing, amending, or replacing the wording in the widget, template or policy or the widget, template, or policy itself, the functionality or the design at any time without any prior written notice. Openli will regularly review the widgets, templates, policies and documents and update these as relevant based on input and advice from our external advisors (primarily law firms or lawyers) from time to time.
4.5. If the Customer implements widgets on their website(s), the Customer accepts that cookies may be set by Openli. Some cookies are required in order for the widget and the Openli Service to work, e.g., to build an audit trail and to collect consents from users (“Users”) on the Customer’s websites on behalf of the Customer, and other cookies will collect statistics and data about the performance of the widgets. If required by applicable laws, the Customer must ensure to provide its Users with appropriate notices (in accordance with applicable laws) about the cookies set by Openli on behalf of the Customer and obtain appropriate consent from Users. In addition, Openli will collect data and statistics relating to the Openli Service. Openli is authorized to collect general user data, aggregate conversion rates and other aggregate measures of the performance of the Openli Service. Openli may use this data and statistics for the purposes of providing analysis, reports, benchmarking data and information about the Openli Service to third parties.
4.6. If the Customer chooses to use any of Openli’s widgets, templates, policies or documents, it is solely the responsibility of the Customer to ensure that the widgets, templates and policies are implemented correctly on the Customer’s website(s), including (but not limited to) making sure that cookies are blocked until consent is given by a user. As Openli does not warrant and represent the availability of the widgets, the Customer must ensure that the Customer’s websites and environments that integrate or implement the widgets will not be affected in any way in case the widgets are not accessible, are discontinued, removed, amended, replaced or do not respond to the Customer’s requests. In addition, the Customer is aware and accepts that if a widget implemented on the Customer's website(s) is no longer accessible, does not work or is discontinued, this may entail the occurrence of an empty placeholder on the Customer’s website(s) where the widget was originally placed. The Customer accepts that the Customer has the sole responsibility and liability for any defects on the Customer’s website(s) caused by, or arising out of, the use of widgets regardless of whether such widgets are correctly or incorrectly implemented.
4.7. The Customer may be offered the option of a Free Trial, which will grant the Customer access to specific or all of the Openli Service for free for a temporary period. The length of the Free Trial period will be described in the Order Form (“Free Trial Period”). The Free Trial Period will start on the date stated in the Order Form and continue throughout the Free Trial Period. After the end of the Free Trial Period certain features or accesses may disappear automatically while others require an action from the Customer and/or Openli.
4.8. The Customer may also be offered access to free Openli Products, e.g., a free cookie solution, privacy policy, documents and templates. These policies are delivered “as is’’ and Openli does not give any promises, guarantees, representations, warranties or otherwise related to the compliance or lawfulness of the policies or documents and the Customer accepts that Openli shall have no responsibility or liability in this regard. The Customer accepts that Openli may change the features available in the free Openli Products without prior notice, including discontinuing the offering of the free Openli Products, and creating limitations on the usage of the free Openli Products, including amount of consents collected, domains, language etc. If the Customer exceeds such limits, the Customer may need to upgrade and pay for the Openli Product in question.
4.9. The Customer may be offered access to the Openli partner portal as part of the Openli Service (the “Partner Portal”) where the Customer has access to add their company group, affiliates, customers and clients an refer these to Openli as new customers (“New Customers”). The Customer agrees solely to refer New Customers subject the Customer having obtained duly and authorized approval from such New Customer and it is solely the responsibility of the Customer to ensure such. For the avoidance of doubt, the relationship between the New Customer and Openli will be subject to separate agreement(s).
4.10.If the Customer signs up for Openli’s cookie solution (being a Openli Product) (the “Cookie Solution”), the Customer accepts and allows Openli to scan the Customer’s website on a regular basis. However, Openli does not guarantee or otherwise promise that it will be able to scan and find all cookies or similar technologies used on the Customer’s website. As part of the Cookie Solution, the Customer is aware of the fact that the Customer needs to manually block cookies themselves and make the necessary changes to the scripts, settings etc. and takes other required steps. If this is not correctly done by the Customer, cookies will not be blocked and the Customer agrees and accepts that this will be the Customer’s own responsibility and risk. If the Customer does not take the required steps, cookies might not be blocked, and the Customer accepts that Openli shall have no responsibility or liability in that regard. The Customer also accepts that if the Customer exceeds the thresholds for the use of the free Cookie Solution or one of the paid Cookie subscription, the Customer may need to sign up for a new Cookie Solution in order for the Cookie Solution to work properly. The Customer also agrees that the Customer is responsible for the classification of the cookies, e.g., if a cookie is necessary, a marketing cookie, analytical cookie etc. Openli may provide the Customer with suggestions; however, these are only suggestions, and the Customer is responsible for the classification of the cookies, the description of the cookie and links to the cookie provider.
4.11.The Customer agrees and accepts that if the Customer makes any changes to the widgets, including styling the widget (either themselves or via the Openli dashboard), amending the wording in the widget etc., it is at the Customer’s own risk and responsibility and the Customer must ensure that the widget in question is compliant and lawful and the Customer accepts that Openli shall have no responsibility or liability in this regard.
4.12.The Customer must not view the Openli Service as offering personalized legal counseling concerning regulation and documentation in general, including (but not limited to) GDPR, personal data, or privacy law. If the Customer needs legal advice the Customer should obtain such advice from a law firm or lawyer. This service is not intended to meet the Customer’s specific individual needs and it is not tailored to the Customer’s specific legal situation in general, including (but not limited to) the Customer’s GDPR, personal data, or privacy law situation. Nothing contained herein constitutes, is intended, or is deemed to be - either implied or otherwise - legal advice. Openli encourages the Customer to seek legal advice, as relevant, from a law firm or lawyer.
4.13.The Customer may also have access to the vendor hub where information about different services and vendor details and documentation will be made available to the Customer. Openli is entitled to reach out to the Customers’ vendors and request information on the Customer's behalf and the Customer hereby gives Openli approval to carry out such requests. Openli will perform an outreach to Customer’s vendors on the basis as described in the Order Form to get the vendor to confirm that the information provided is still applicable to the Customer. The Customer accepts that vendors may not respond to requests for information and that Openli cannot promise that confirmation can be obtained from each vendor The Customer agrees that Openli makes no representations or warranties and gives no advice as to the vendor’s information, certifications or documentation and GDPR, CCPA or any other compliance and the Customer accepts that Openli shall have no responsibility or liability in this regard. The information is made available for the Customer to make an assessment of the vendor’s GDPR documentation. Nothing contained herein constitutes, is intended, or is deemed to be - either implied or otherwise - legal advice. Openli encourages the Customer to seek legal advice, as relevant, from a law firm or lawyer.
5. Non-Openli Applications and Services
5.1. Openli may make available to the Customer certain third-party applications, integrations, services or products in connection with Openli Service (“Third- party Products”), including integrations to other platforms. Openli makes no warranties or representations of any kind and assumes no liability whatsoever for the Customer’s use of such Third-party Products.
6. Data processing and responsibility
6.1. Openli and the Customer agree to comply with the GDPR (the Regulation (EU) 2016/679 of 27 April 2016 (the General Data Protection Regulation)) and any legislation and/or binding regulations implementing or made pursuant to it (“Data Privacy Requirements”).
6.2. With regards to the Cookie Solution and Website Compliance Solution, the Customer is the data controller for the personal data of Users who are giving or retracting consent via the Openli Service to the Customer. When providing the Cookie Solution to the Customer, Openli processes personal data about the Users on behalf of the Customer and thus acts as a data processor in accordance with the Data Privacy Requirements.
6.3. The DPA for the Cookie Solution and Website Compliance Solution, which can be found here, regulates the data processing activities to be carried out pursuant to this Agreement.
6.4. A special DPA is applicable regarding the Vendor hub, where very few data points are collected on behalf of the Customer. This DPA can be found here.
7. The Customer's obligations
7.1. The Customer shall be obligated to (i) comply with the Agreement; (ii) comply with the Guidelines in force at any time; (iii) only use the Openli Service on the website(s) covered by the Agreement; and (iv) comply with all applicable laws and regulations with respect to its activities under this Agreement at all times.
7.2. The Customer acknowledges that Openli will have no responsibility or liability for the Customer’s compliance with the Data Privacy Requirements, CCPA, cookie laws or any other applicable laws and regulations.
7.3. The Customer warrants and represents that the Customer owns or has an exclusive license to operate the websites(s) where Openli’s Product is implemented, and that Openli is allowed to reach out to any vendors that the Customer uses.
7.4. If the Customer has subscribed to Openli’s vendor portal, the Customer accepts that the Customer will need to sign a Power of Attorney in order for Openli to be able to obtain information from the Customer’s vendors. The Customer also accepts that some vendors may not respond to requests for information and that Openli cannot promise that such information can be obtained from each vendor.
7.5. The Customer acknowledges and agrees that the Customer, and not Openli, is and will be the sole or designated "sender" of any and all messages sent or caused to be sent by Openli to Users in connection with double opt-in requirements / settings and in connection with document/consent update notifications to Users. The same also applies to any vendor requests sent.
7.6. The Customer agrees to:
7.6.1 Provide Openli with a "from" name that accurately identifies (by individual or company name) the person or company initiating the email as the sender of such email. The Customer is responsible for keeping the "from" name up to date.
7.6.2 Provide Openli with a valid, operational return email address that (i) is routinely monitored by the Customer, and (ii) remains operational for the duration of the Agreement and (iii) remains operational for as long as required by applicable laws, rules and regulations.
7.6.3 If required in accordance with applicable laws and regulations, ensure that all emails contain an unsubscribe link and text that meets all applicable legal requirements, so that it is possible for recipients to request not to receive future commercial email messages from the Customer and accommodate such requests in accordance with all applicable laws and regulations.
7.6.4 Accurately describe the subject matter of the email within the "subject" header of the email so that the subject heading would not be likely to mislead a recipient acting reasonably under the circumstances.
7.7. Through the Openli Service, the Customer will have access to different consent templates, documents, text strings and policy templates. The Customer recognises that these templates are provided on an "as is" basis, and if the Customer chooses to use any of these templates, it is the sole responsibility of the Customer to ensure that the template meets all applicable legal and regulatory requirements.
7.8. The Customer is responsible for all use of the Openli Service occurring under the Customer's Account and the Representative’s activities related to the Customer’s Account. The login to the Account may not be shared. If the Customer has a need for more than one person to have access to the Customer's Account, the Customer must ensure that each person has his or her own login. The Customer and any person with a unique login to the Customer's Account must be contactable at any time via email as Openli’s systems rely on continuous user authentication via email.
7.9. The Customer warrants and represents that the Customer is entitled (including having obtained all necessary consents from the Users) to allow Openli to process this data as required in order to deliver the Openli Service and that the use of such data by Openli to deliver the Openli Service shall not breach the Data Privacy Requirements.
7.10.The Customer shall be responsible for obtaining and maintaining any devices or equipment (such as mobile phones, tablets, computers etc.) and connections needed for access to, and use of the Openli Service and all charges related thereto.
7.11. The Customer must not:
7.11.1 use or attempt to use another Account and/or access any other Account’s data on the Openli Service when using the Openli Service, without consent of that other Customer by duly setup as a Representative;
7.11.2 copy, modify or create derivative works of the Openli Service or any related technology;
7.11.3 reverse engineer, decompile, disassemble, decipher or otherwise attempt to derive the source code for the Openli Service or any related technology, or any part thereof;
7.11.4 remove any copyright, trademark or other proprietary rights notices contained in or on the Openli Service;
7.11.5 remove, cover or obscure any advertisement included on the Openli Service;
7.11.6 collect, use, copy, or transfer any information obtained from the Openli Service without the consent of Openli, however, the Customers collect, use, copy, and transfer its own data including data generated by Openli specifically for the Customer;
7.11.7 use bots or other automated methods to use the Openli Service;
7.11.8 create an Account using a fake identity/entity or an identity of another person; and
7.11.9 access the Openli Service except through the interfaces expressly provided by Openli, such as the Openli website.
8. Changes of the Agreement and Guidelines
8.1. Openli is entitled to modify and make changes to the Agreement and Guidelines that are referred to herein or that may otherwise be published on our website(s) from time to time. Simple or insignificant changes (assessed from the Customer’s perspective) to the Guidelines may be implemented with immediate effect at Openli’s own discretion; however, any material changes to the Guidelines or any changes to the Agreement must be notified in writing to the Customer with at least a one (1) month ahead of such amendment coming into effect. The latest applicable versions will be available on Openli’s website(s) https://openli.com/legal.
8.2. Openli will give the Customer notice on its website(s) or via the Customer’s Account if changes are made to the Agreement or the Guidelines. The latest versions of any of these documents shall be integrated parts of the Agreement. The Customer agrees that the continued use of the Openli Service after any posted modified versions of the Agreement or the Guidelines entails the Customer's acceptance hereof.
9. Price and payment terms
9.1. Unless otherwise specified in the Order Form, all prices are stated in EUR exclusive of VAT and other applicable taxes. Other than taxes imposed on Openli’s income, the Customer is responsible for all taxes, duties, levies, fees, or other similar charges imposed on Openli or on the Customer by any taxing authority as a result of performance under this Agreement. Any such tax shall not affect the amount owed to Openli under an invoice which shall not be subject to any deduction or withholding.
9.2. Openli is entitled to change the price for the Openli Service but must give the Customer one month’s notice to the end of the month before the price change will take effect. Further, Openli is entitled to adjust the price for the Openli Service upwards on a reasonable and proportionate basis if the Customer exceeds usage limits or similar, for example exceeds the amount of consents allowed to be collected on the specific (pricing/subscription) plan. The same goes for the amount of vendors.
9.3. However, and notwithstanding any of the above, the parties agree that prices concerning Openli Service may be adjusted upwards unilaterally by Openli with a maximum of a 5% increase per year without any prior notice whatsoever with effect from 1 January. However, any Openli Service that is based on an annual subscription will reviewed by the Parties within the last three (3) months of active subscription and renewed on updated terms and conditions upon agreement between the Parties, as relevant.
9.4. Payment for the Openli Service is due upon acceptance of the Agreement and will be invoiced in advance as specified in the Order Form.
9.5. In case of late payment, Openli may suspend the Customer’s access to the Openli Service with immediate effect if the Customer fails to pay any fees invoiced by Openli pursuant to this Agreement. Further, Openli may invoice the Customer a late payment fee of DKK 100 (including any reasonable and relevant additional administration cost in case of handover for debt collection) for each reminder (every 10 days) and an annual interest rate in accordance with the Danish Interest Act as amended from time to time, currently corresponding to the set reference rate with a supplement 8% which shall accrue on the overdue amount, from the date overdue until the date paid. The reference rate is the official lending rate which the Danish National Bank has set respectively per 1 January and 1 July of that year.
9.6. Suspension will not relieve the Customer of its obligation to pay such invoices or any other fees payable to Openli pursuant to this Agreement.
10. Termination and suspension of the Openli Service
10.1.The Customer can discontinue its use of Openli’s Service at any time. Furthermore, unless otherwise specified in the Order Form, each party may terminate the Agreement by giving the other party one month’s notice to the end of the month unless otherwise stated in the Order Form. For the avoidance of doubt, termination is always subject to any fixed agreed subscription period terms or similar which cannot be terminated with effect prior to expiration of such period which may be communicated in the Order Form.
10.2.Any Openli Service that is based on an annual subscription will reviewed by the Parties within the last three (3) months of active subscription and renewed on updated terms and conditions upon agreement between the Parties, as relevant. Further, any termination of an annual subscription must be made one (1) month prior written notice in advance of an initiation of a new annual period, i.e., the renewal date, otherwise the annual subscription shall be automatically renewed for another year subject to the ordinary adjustments in section 9.3.
10.3.The Customer can send the notice to: success@openli.com
10.4.Upon termination of the Agreement, the parties are discharged from any obligations under the Agreement (subject to section 18).
10.5.Either party may terminate the Agreement for cause with immediate effect upon written notice to the other party if the other party is in material breach of the Agreement and fails to remedy – if such breach is remediable – such breach within 14 days after receiving written notice identifying the breach from the non-breaching party. Notwithstanding the foregoing, Openli reserves the right to suspend the Customer’s access to the Openli Service with immediate effect in the event that Openli in its discretion reasonably determines that the Customer is in material breach of this Agreement or the Guidelines.
10.6.If the Customer exceeds usage limits, for example exceeds the amount of consents allowed to be collected on the specific (pricing/subcription) plan, and does not respond to communication from Openli within 7 days, Openli may suspend the Customer’s account with immediate effect or adjust the price in accordance with section 9.2.
10.7.In case of termination of the Agreement, no matter the cause, the Customer is obligated to cease any use of the Openli Service from the date of termination.
10.8.Data collected by Openli on behalf of the Customer will be deleted pursuant to Openli’ data retention policy. The Customer should therefore download and export the data before terminating or closing down their Account.
11. Indemnity
11.1.The Customer shall indemnify, defend and hold harmless Openli and its respective officers, directors, employees, consultants and agents (collectively “Indemnitees”) against any liability, losses, damages, penalties, judgments, awards, settlements, costs and expenses, whether direct or indirect, (collectively “Losses”) suffered or incurred by any Indemnitee as a result of any third party claim, allegation, action, suit or proceeding (including any investigation or other claim, allegation, action, suit or proceeding by any governmental authority) arising from or related to any assertion that (a) the use of any content provided by the Customer (i) infringes the intellectual property rights of a third party and/or (ii) violates applicable law and/or the Guidelines; (b) the use by the Customer of Openli Services violates the Agreement, Guidelines or applicable law; (c) Openli’s use of Users data under this Agreement is in breach of the Data Privacy Requirements or contractual commitment of the Customer; or (d) any email message sent or caused to be sent by Openli on behalf of the Customer violates any applicable law, rule or regulation; (e) The Customer is in breach of or has breached any of the warranties or representations made by the Customer in this Agreement.
12. Limitation of liability and disclaimer
12.1.The use of the Openli Service is the sole responsibility of the Customer. The Openli Service is supplied "as is", it may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability, and Openli does not guarantee the general applicability or availability of the Openli Service or any data related to the Customer’s use of various integrations.
12.2.All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or law are, to the fullest extent permitted by applicable law, excluded from the Agreement.
12.3.Subject to section 12.5, under no circumstances shall Openli be liable to the Customer for any of the following types of loss or damage arising under or in relation to this Agreement (whether arising for breach of contract, misrepresentation, (whether tortious or statutory), tort (including but not limited to negligence), breach of statutory duty or otherwise): (i) any loss of profits, contracts, pure economic loss, business, business opportunity, loss or corruption of data or information or recovery of data or information, depletion of goodwill, security breach resulting from a failure of third party telecommunications and/or the internet, wasted expenditure, anticipated savings or revenue (regardless of whether any of these is direct, special, indirect or consequential); or (ii) any loss or damage arising in connection with liabilities to third parties (whether direct, indirect or consequential); or (iii) any special, indirect or consequential loss or damage whatsoever, even if Openli was aware of the possibility that such loss or damage might be incurred by the Customer.
12.4.Subject to section 12.5, Openli’s total aggregate liability to the Customer including without limitation liability for breach of contract, misrepresentation (whether tortious or statutory), tort (including but not limited to negligence), breach of statutory duty, restitution or otherwise, arising from or in connection with the Agreement, the Openli Service or any of the websites operated by Openli shall for any and all actionable circumstances be limited to the accumulated fee paid by the Customer under the Agreement during the previous 12 months prior to the actionable event.
12.5.Nothing in the Agreement shall operate so as to exclude or limit either party's liability to the other for death or personal physical injury arising out of negligence, fraud or fraudulent misrepresentation.
12.6.In case of force majeure, Openli shall have the right to suspend delivery and/ or cancel or reduce the content and compilation of the Openli Service to be provided and shall not be liable in any way for loss, damage or expense arising directly or indirectly from this, or any other failure or delay in Openli’s performance of the Openli Service, to the extent that this has been caused by any circumstance beyond Openli’s reasonable control, including, without limitation, acts of God; earthquakes; fires; floods; wars; civil or military disturbances; acts of terrorism; sabotage; strikes; epidemics/pandemics; riots; power failures; computer failure and any such circumstances beyond its reasonable control as may cause interruption, loss or malfunction of utility, transportation, computer (hardware or software) or telephone communication service; accidents; labour disputes; acts of civil or military authority; governmental actions; or inability to obtain labour, material, equipment or transportation; industrial disputes (whether or not involving employees of Openli); or failure or delays by Openli’s material subcontractors, suppliers or partners.
13. Confidentiality
13.1.Either party may disclose Confidential Information (as defined below in section 13.2) to the other party during the Term of this Agreement.
13.2.“Confidential Information” means all information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) which is in tangible form and labeled “confidential” or the like, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure. The following information will be considered Confidential Information whether or not marked or identified as such: (a) the terms of this Agreement including all Order Forms and pricing thereto, and (b) the Disclosing Party’s strategic roadmaps, product plans, product, designs and architecture, technology and technical information, security processes, security audit reviews, business and marketing plans, and business processes.
13.3.Confidential Information will not include information that as shown by the Receiving Party’s records was: (i) already known to Receiving Party at the time of disclosure by the Disclosing Party; (ii) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (iii) is, or through no fault of the Receiving Party has become, generally available to the public; or (iv) was independently developed by Receiving Party without use of the Disclosing Party’s Confidential Information.
13.4.The Receiving Party will use no less than a reasonable standard of care to safeguard the Confidential Information received from the Disclosing Party. The Receiving Party will only use the Confidential Information of the Disclosing Party: (a) to exercise its rights and perform its obligations under this Agreement and the Guidelines; or (b) as otherwise required by law.
13.5.Neither party will disclose Confidential Information in violation of the terms and conditions of this Agreement to any third party without the prior written consent of the other party.
13.6.Notwithstanding the foregoing, each party may disclose Confidential Information, including the terms and conditions of this Agreement, without the prior written consent of the other party: (a) as compelled by law provided that to the extent legally permissible the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure and reasonable assistance, at the Disclosing Party’s expense, if the Disclosing Party seeks to contest such disclosure; (b) in confidence, to legal counsel, accountants, banks, and financing sources and their advisors; (c) in connection with the enforcement of this Agreement or rights under this Agreement; (d) the terms and conditions of this Agreement in confidence, in connection with an actual or proposed merger, acquisition, or similar transaction; or (e) or to respond to an emergency which the Receiving Party believes in the good faith requires the Receiving Party to disclose information to assist in preventing the death or serious bodily injury of any person.
14. Assignment and transfer
14.1.Neither party may assign and/or transfer any of their rights and obligations under the Agreement to any third party without prior written consent from the other party which may not be unreasonably withheld. Notwithstanding the foregoing, Openli may assign its rights and obligations under this Agreement in connection with a consolidation, merger, acquisition or sale of substantially all of its assets, shares or activities without the prior written consent from the Customer.
15. Press Release and Customer references
15.1.Openli may reference the Customer as a Openli customer or a user of the Openli Service in sales and marketing materials including press releases. Any Customer logo or trademark usage will be in accordance with Customer’s trademark and logo usage guidelines if the Customer has provided such instructions to Openli.
15.2.Upon Openli’s reasonable request, the Customer agrees to provide confidential references to either existing customers or prospects of Openli and/or to work on a case study with Openli.
16. Intellectual property rights
16.1.The Openli Service, including any content on the Openli Service and all underlying technology (including all intellectual property rights embodied therein) and all copyrights and related rights (database and catalogue rights and photography rights), patents, utility models, design rights, trademarks, trade names, trade secrets, know-how and any other form of registered or unregistered intellectual property rights), is and will remain the sole and exclusive property of Openli and will be protected in accordance with applicable (copyright) laws and other legislation.
16.2.Subject to the terms and conditions of this Agreement and the Guidelines, the Customer is granted a non-exclusive, non-transferable, non-sublicensable, terminable, worldwide license to use the Openli Service. For the avoidance of doubt, no license is granted to any underlying technology of the Openli Service.
16.3.If the Customer provides feedback, ideas, suggestions or comments on or regarding Openli’s websites, the Openli Service or other services offered by Openli ("Feedback"), the Customer hereby grants to Openli a perpetual, irrevocable, transferable, sub-licensable, royalty-free, worldwide license to fully exploit such Feedback for any and all purposes.
17. Notices
17.1.Any notice or other communication under this Agreement given by any party to any other party shall be in writing and will be effective upon delivery as follows:
17.1.1 if to the Customer,
17.1.1.1 when delivered via registered mail, return receipt requested, to the address specified in an Order Form; or
17.1.1.2 when sent via email to the email address specified in the Order Form or otherwise on record for the Customer; and
17.1.2 if to Openli, when sent via email to success@openli.com. Any such notice, in either case, must specifically reference that it is a notice given under this Agreement.
18. Severability, survival and precedence
18.1.The invalidity, illegality or unenforceability of any section (or part of a section) of the Agreement does not affect the continuation in force of the remainder of the section (if any) and of the Agreement as a whole.
18.2.The following sections shall survive termination of this Agreement; sections 10, 11, 12, 13, 14, 16, 17, 19 and 20 and any other section that by its nature is intended to survive expiry or termination of the Agreement.
18.3.If there are any discrepancies, disputes, differences or the like between the Agreement, the Order Form, the DPA and the Guidelines; the Order Form shall prevail over the Agreement, the DPA and the Guidelines, and the DPA shall prevail over the Agreement and the Guidelines, and the Agreement shall prevail over the Guidelines.
19. Entire agreement and variation
19.1.The Agreement constitutes the entire agreement between the Customer and Openli in relation to its subject matter. It replaces and extinguishes all prior agreements, arrangements, collateral warranties, collateral contracts, statements, assurances, representations and understandings of any nature made by or on behalf of the parties in relation to the same, whether oral or written.
19.2.No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or their authorized representatives).
19.3.This Agreement shall not be interpreted or construed to create an association, joint venture, agency relationship, or partnership between the parties or to impose any partnership obligation or partnership liability upon either party. Neither party shall have any right, power or authority to enter into any agreement or undertaking for, or act on behalf of, or to act as or be an agent or representative of, or to otherwise bind, the other party.
20. Governing law and jurisdiction
20.1.The Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with Danish law.
20.2.Each party irrevocably agrees that the city court of Copenhagen in the first instance shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims).
21. Change log
21.1 9 May 2022: Introduction, implementation, and publication of the Agreement.