Privacy hub - Free
Terms of service
[version 1.0, December 21st 2022]
These terms of service (the “Agreement”) is entered into by the company referenced in the signup form (the “Customer”) and Openli by Legal Monster ApS (“Openli”, “us” or “our”).
The Customer is signing up to access, use and try out the Privacy Hub (the “Openli Product”) mentioned in the signup form which includes 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 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 clicks on the designated "accept" or “sign up” button on a web form or similar
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 signup form. If the signup 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
4.1. The Customer will get access to the Openli Product outlined in the signup 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 Privacy Hub 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).
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. In this account, the Customer will also be able to view the vendor that the Customer requests Openli to reach out to.
4.4. The Customer is aware of the fact that Openli will reach out to the vendor listed in the signup form on behalf of the Customer and request GDPR and security information. The Customer accepts and agrees that Openli will be outlining to the vendor that the Customer has asked Openli to reach out. This will include sending an email to the vendor with various questions related to the vendor’s GDPR and security efforts.
4.4. As part of the Openli Service, the Customer may get access to different vendor information. The Customer accepts that changes may be made to the information, documents, features etc. made available to the Customer, including removing, amending, or replacing the wording, documents, features and information, the functionality or the design at any time without any prior written notice.
4.5. The Customer is aware that access to the Openli Service for free may be for a temporary period. The length of the period may be described in the signup form, in the account or mentioned in an email at a later stage to the Customer. After the end of the Period certain features or accesses may disappear automatically while others require an action from the Customer and/or Openli.
4.6. The Customer may also be offered access to other 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.
4.7. 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.
4.8. In the Privacy Hub the Customer may have access to the “vendor” tab 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 signup 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. 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 Openli Product 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 is 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 or any other applicable laws and regulations.
7.3. The Customer warrants and represents 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 may 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 on behalf of the 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 is responsible for all use of the Openli Service occurring under the Customer's Account. The login to the Account may not be shared.
7.7. 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.
7.8.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.
7.9. The Customer must not:
7.10.1 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;
7.10.2 copy, modify or create derivative works of the Openli Service or any related technology;
7.10.3 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;
7.10.4 remove any copyright, trademark or other proprietary rights notices contained in or on the Openli Service;
7.10.5 remove, cover or obscure any advertisement included on the Openli Service;
7.10.6 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;
7.10.7 use bots or other automated methods to use the Openli Service;
7.10.8 create an Account using a fake identity/entity or an identity of another person; and
7.10.9 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
9.1. Access to the account is free as described in the signup form.
10. Termination and suspension of the Openli Service
10.1.The Customer can discontinue its use of Openli’s Service at any time and Openli can at any time close down the free account for any reason and without any notice.
10.2. 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.
10.3. 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.
10.4.Data collected by Openli on behalf of the Customer will be deleted pursuant to Openli’ data retention policy.
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 signup form, pricing, 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. Customer reference
15.1.Openli may reference the Customer as a Openli customer or a user of the Openli Service in connection with the outreach to the vendor(s).
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 the sign up form; or
17.1.1.2 when sent via email to the email address specified in the signup 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 sign up form, the DPA and the Guidelines; the sign up 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 December 2022: Introduction, implementation, and publication of the Agreement.