1. Definitions

Client: Receiving organization of the Commercial Agreement

Company: Sender of the Commercial Agreement

Party/Parties: The Client and the Company are each referred to as a “Party” and jointly the “Parties”

Commercial Agreement:  The subscription agreement, including its appendices.

Documentation: The documentation made available by the Company pertaining to Allyy.io.

License Period: The subscription period which is subject to Subscription Fee. It is set out in paragraph 5.

Allyy.io: SaaS platform for lean marketing individualization (www.allyy.io) provided by the Company to the Client.

Permitted Purpose: Individualization of the Client’s customer communication related to the Client’s own business.

Content Item: A single piece of content that is uploaded to Allyy.io (event, article, product description, etc.)

Subscription Fee: The fee payable by the Client for the access and use of Allyy.io specified in the Commercial Agreement.

Standard Connector: Code developed and maintained by the Company to facilitate the exchange of data between the Client’s systems and Allyy.io.

Overage: Usage above the committed subscription level per commercial agreement. Usage is measured based on average usage during the last subscription period.

2. License Grant

2.1 Subject to the terms of this Agreement, the Company grants to the Client a non-transferable and non-exclusive right to use Allyy.io for the Permitted Purpose.

2.2 The Client undertakes:

  1. To use Allyy.io in accordance with the Documentation, best practices and generally accepted code of conduct for use of SaaS platforms;
  2. Not to sublicense, resell or in any other form distribute, share or otherwise commercially exploit or make Allyy.io available to any third party, other than as expressly permitted by this Agreement;
  3. Not to store any sensitive and non-pseudonymized personal in Allyy.io or any data in violation of third-party privacy rights or applicable data protection laws, use Allyy.io for criminal, illegal, or otherwise unlawful purposes;
  4. To ensure that any employee or pre-approved subcontractor of the Client using Allyy.io has the adequate skills and has received training to an extent prescribed by the Company to use Allyy.io;
  5. Not to use Allyy.io outside the Permitted Purpose or for activities or purposes for which the Company requires specific certifications or additional licenses;
  6. Not to disassemble, reverse engineer, modify, monitor, copy or create derivative works based on Allyy.io, or on purpose be involved in (i) building a competitive product or service, (ii) building a product or service using substantially similar features, functions or graphics of Allyy.io;

2.3 Any use of Allyy.io by subcontractors of the Client is subject to prior written consent from the Company, such consent is not to be unreasonably withheld or delayed.

2.4 The Client has no other rights to Allyy.io than those expressly granted under this Agreement.

2.5 In case of any breach by the Client of the terms of this Agreement, including but not limited to any of the undertakings set out in this clause 2, the Company may immediately suspend the Client’s access to Allyy.io.

3. Company Obligations

3.1 The Company shall make Allyy.io available to the Client in accordance with the Agreement, including the Order Form and Service Level Agreement.

3.2 The Company may use subcontractors with appropriate qualifications for the performance of this Agreement. The Company is responsible for any acts or omissions of such subcontractors under this Agreement as if such acts or omissions were performed by the Company directly.

4. Included Support

Support regarding suspected errors in the application and questions related to the standard use of the application’s functionalities is included in the Subscription Fee.

Consulting support related to the use of the application in the Client’s specific context is not included in the Subscription Fee.

See Tier support table, process, and contact for included support in Appendix 2.

5. Term & Termination

5.1 The Agreement shall come into effect on the date hereof and will remain in force until terminated following this clause 5.

5.2 The initial License Period is 6 months.

5.3 The License Period is automatically renewed in 3-month license periods. The first time after the initial 6-month License Period.

5.4 The Agreement may be terminated by each Party without cause with a 30 days notice prior to the end of the initial License Period or any subsequent License Period.

5.5 The Agreement may be terminated by a Party with immediate effect if the other Party (i) becomes the subject of bankruptcy or any other proceeding relating to insolvency, receivership, or liquidation; or (ii) breaches its obligations under this Agreement and such breach is not fully cured by the Party in breach within thirty (30) calendar days after notice of a such breach to the Party in breach. In the event of a breach by the Client with respect to payment, the Company reserves the right to deactivate the Client’s access to Allyy.io immediately upon expiry of the cure period.

5.6 In the event of the premature termination of the Agreement due to a breach by the Company, the Company will reimburse the Client on a pro-rated basis the amount of prepaid Subscription Fee related to the period after the effective date for the termination.

5.7 In the event of the premature termination of the Agreement due to a breach by the Client, the Client must pay for any Subscription Fees up until the effective date for the termination.

5.8 Client program(s) may be retrieved by Client from Allyy.io at any time during the term of this Agreement, provided that the Client requests this in writing not later than fifteen (15) working days prior to the effective date of termination or expiration of this Agreement. After termination of the Agreement, the Company has no obligation to maintain or provide Client Data and/or programs and shall be deleted by the Company no later than 30 (thirty) workdays after the effective date of the termination.

5.9 Upon termination of the Agreement, whether for cause or without cause, any and all rights of the Client to use Allyy.io shall cease at the effective date of such termination.

6. Subscription Fee & Payment Terms

6.1 Client shall pay the Subscription Fee for Allyy.io according to the Commercial Agreement. Unless otherwise agreed in writing, fees are non-refundable. The subscription fee is invoiced in advance for every License Period at the start of the License Period.

6.2 Invoices are payable within ten (10) calendar days from the date of invoicing.

6.3 A yearly price regulation of 4% is applied, the first time after 12 months from the start date.

6.4 Changes to pricing outside the yearly regulation mentioned in 6.3, will be warned with 3-months notice. The Client has the right to cancel subscription as per 5.4.

6.5 In the event of overage, the Client will automatically be upgraded to the next higher rate for the next billing period. The upgrade will be reflected on the specific product(s) as seen on the pricing scheme (linked in commercial agreement). Should usage decline again, the subscription will downgrade to the level originally committed to as per commercial agreement.

6.6 In the event of any temporary inability to use Allyy.io due to circumstances outside the control of the Company, as further outlined in the Service Level Agreement, the Client shall not be entitled to any refund.

6.7 All prices are excluding VAT.

Appendix 1: General terms and conditions

Appendix 2: Tier support table, process and contact

Appendix 1: General terms and conditions
  1. Service Level Agreement

The Company undertakes to use commercially reasonable efforts to make Allyy.io available to Client twenty-four (24) hours a day, seven (7) days per week, three-hundred-sixty-five (365) days per year, except for certain scheduled service and maintenance or in the event of emergency or events of force majeure.

The Company endeavors to deliver Allyy.io with an availability (SLA) of 99.50%. This does not include planned outages. The Company will make good faith efforts to perform service and maintenance to Allyy.io outside peak usage hours. The client acknowledges that the availability of Allyy.io may be affected by: (i) telecommunication network activity or capacity; (ii) hardware failures; and/or (iii) compatibility with third-party communication equipment, Internet access software, and/or browsers not updated in accordance with industry standards.

The Company disclaims any and all liability for any service interruption in connection with such (i) telecommunication network activity or capacity; (ii) hardware failures; and/or (iii) compatibility with third-party communication equipment, Internet access software, and/or browsers not updated in accordance with industry standards. The client is responsible for providing all equipment and telecommunication services necessary to access Allyy.io. Furthermore, the Company disclaims any and all liability, if the alleged problem is the result of faults or negligence attributable to the Client or, if the problems are the result of force majeure, denial of service attack, or any actions by the Client directly creating downtime or bad performance.

All claims under this service level agreement must be notified by the Client to the Company via the Company’s support email. Any updates on the thread by either Party will subsequently be registered under the specific claim to secure a single point of information.

The Company reserves the right to change Allyy.io (including the content, appearance, design, functionality, and all other aspects thereof), access procedures, tools, documentation, format requirements, communications protocols, and services offered at any time for any reason. In the event that the Company makes any changes to Allyy.io that have a material and adverse impact on the Client’s use of Allyy.io or eliminates or materially degrades any core feature of Allyy.io, the Client will have the right to terminate this Agreement upon thirty (30) days prior written notice. In the event of such termination, the Company will refund the Client on a pro-rated basis any prepaid Subscription Fee related to the period after cancellation.

  1. Warranties

2.1. The Company warrants that (i) it has and will maintain sufficient rights and interests in Allyy.io and the Documentation to grant the rights and license granted hereunder to the Client; (ii) Allyy.io as a minimum has the functionality specified in this Agreement and the Order Form; (iii) Allyy.io does not and will not contain program code, programming instruction or set of instructions that is intentionally constructed with the ability to damage, interfere with, disable or otherwise adversely affect any software.

2.2 Subject to the above License grant’s clause 2.2, the Company’s responsibility under the warranties in clause 2 of general terms, shall be to promptly correct any non-conformity or defect.

2.3 The Company provides no other warranties, whether expressed or implied with respect to Allyy.io. The Company reserves the right to upgrade, update and/or discontinue features of Allyy.io, provided that no functionality of Allyy.io will be materially decreased from that available at the time of the ordering of Allyy.io. In case of updates that may have an adverse impact on the operation and use of Allyy.io, the Company undertakes to provide prior reasonable notification to the Client hereof via the user interface. Any backup of the Client’s specific developed programs and functionality is the responsibility of the Client.

  1. Indemnification

3.1 The Company shall defend, indemnify and hold harmless the Client from and against any and all damages, costs, and expenses (including reasonable fees of attorneys and other professionals) incurred as a result of any claim, suit, or proceeding brought against the Client based on the allegation that the use of Allyy.io or the Documentation furnished by the Company under this Agreement constitutes an infringement of any intellectual property rights or applications thereof or an unauthorized use of know-how, trade secrets or other proprietary rights; provided that the Company has been notified without undue delay in writing of such claim, suit or proceeding and given authority, information, and assistance to settle the claim or control the defense of any suit or proceeding.

3.2 In the event that Allyy.io or the Documentation or any part thereof is in the such suit held to constitute an infringement and/or its further use, sale, distribution, or other disposal is enjoined, the Company shall promptly, at its own expense and at its option, either: (a) procure for the Client the right to continue the use Allyy.io; (b) modify Allyy.io or the Documentation so that it becomes non-infringing without detracting from function or performance; or (c) cancel the Agreement and any Order Form and refund any prepaid Subscription Fee related to the period after cancellation.

3.3 The Client shall defend, indemnify and hold harmless the Company from and against any and all damages, costs and expenses (including reasonable fees of attorneys and other professionals) incurred as a result of any claim, suit or proceeding brought against the Company by a third party in relation to the Client’s use of Allyy.io other than with respect to infringements of intellectual property rights covered by clause 2.1, provided that the Client has been notified without undue delay in writing of such claim, suit or proceeding and given authority, information, and assistance to settle the claim or control the defense of any suit or proceeding.

  1. Data

4.1 The Client owns all data loaded into Allyy.io by Client or any of its pre-approved subcontractors.

4.2 The Company may use data related to Client’s use of Allyy.io to gather information to improve products and services but will not access the Client data.

4.3 Any exchange of data or other interaction between third-party data providers and Allyy.io initiated by the Client is solely a commercial relationship and responsibility between Client and such third-party provider.

  1. Intellectual Property

5.1 Client acknowledges that the Company and its suppliers retain all right, title and interest in and to Allyy.io, the Documentation and/or extensions of Allyy.io, and ownership of all patent, copyright, trademark, trade secret and other intellectual property rights related thereto, shall be and remain the sole and exclusive property of the Company and its suppliers.

5.2 Client cannot claim any property right to Allyy.io, related services, software, and/or the Documentation emanating from third parties. The intellectual property rights which remain the exclusive property of the Company and its suppliers include all copies, updates, or additions, including any new functions that may be developed for the Client. The intellectual property rights on any improvement, design contributions or derivative works conceived or created by either Party in or to Allyy.io will also be exclusively owned by the Company or its suppliers.

  1. Limitation of Liability

6.1 Each Party’s aggregate liability under this Agreement is limited to the value of the annual Subscription Fee.

6.2 No Party shall be liable for indirect or consequential damage or loss, such as loss of revenues or profits, loss of or corruption of data, loss of commercial opportunities, damage to the brand or know-how.

  1. Confidentiality

7.1 Both Parties shall observe unconditional confidentiality regarding any and all information exchanged between the Parties as part of cooperation under this Agreement including information concerning each Party’s business situation and the ongoing development of the Subscription Fee.

7.2 The Company shall treat data collected and/or processed in connection with the cooperation as confidential information which may not be copied, reproduced, or communicated – neither in whole nor in part – to any unauthorized third party without the written consent of the Client. The Company shall ensure that those of its respective employees and sub-suppliers who may have been granted the right of access to Client’s internal IT solutions are bound by a corresponding duty of confidentiality.

7.3 Confidential information which has been made available in accordance with the Agreement and copies thereof shall be returned or destroyed no later than 3 (three) months after the termination of the Agreement at the time at which the Party owning the confidential information in question issues a written request to that effect.

7.4 If a Party has a duty to disclose information on confidential information concerning the other Party in a trial or to a public authority, the Party in question shall inform the other Party hereof immediately. The Party subject to such an obligation shall subsequently be entitled to make a statement and disclose confidential information to the extent this is required under the relevant legislation.

7.5 The fact that the Parties have entered into a commercial relationship with each other, including the overall purpose of the partnership, shall not be considered confidential information. In that connection, the Company shall be entitled to use Client’s logo in presentations, mention Client’s name in presentations and show Client’s logo on The Company’s website. The Company may only describe details of the cooperation, including cases, with Client’s prior written approval.

7.6 The present duty of confidentiality shall remain in effect after the termination of the Agreement.

7.7 Non-disclosure obligations shall not apply to information that was already rightfully known to the Party prior to disclosure by the other Party, if this was not the result of a violation of a confidentiality obligation with respect to the Party that transmitted the confidential information.

  1. Data protection

8.1 The Company will have no access whatsoever to any personal data regarding the Client’s customers due to the design of Allyy.io.

  1. Miscellaneous
  2. 1 This Agreement is the entire agreement between the parties relating to the use of Allyy.io and supersedes all prior or simultaneous agreements, negotiations or statements, written or oral.

9.2 In case any supplier of the Company increases prices affecting Allyy.io, the Company may increase the Subscription Fee accordingly with three (3) months prior notice to the end of a calendar month.

9.3 Neither Party is liable to the other for any failure to perform any of its obligations under this Agreement in case of force majeure, defined as events, occurrences or causes beyond the control and without any negligence on the delivering part. Such events shall include but not limited to acts of wars, terrorism including digital and hacker attacks, strikes, lockouts, riots, earthquake, fire or explosions.

9.4 Client shall not be entitled to transfer rights and obligations under the Agreement to any 3rd party without the prior written consent from the Company. Transfer of the Agreement between associated companies with more than 50% ownership shall be exempted from this provision.

9.5 In case of change of control at the Company, the Client agrees that the rights and obligations of the Company under this Agreement can be transferred to the successor without prior consent of the Client.

9.6 This Agreement is governed by Danish law. Any dispute in connection to this Agreement shall be subject to the exclusive jurisdiction of the courts of Copenhagen.

9.7 Any notice under this Agreement must be in writing, including email with confirmation of reception by the other Party.

Appendix 2: Tier support table, process and contact

Support regarding suspected errors in the application and questions related to the standard use of the application’s functionalities is included in the Subscription Fee.

Consulting support related to the use of the application in the Client’s specific context is not included in the Subscription Fee.

To contact the Company, reach out to your representative or go to www.allyy.io and use the contact form or chat.

TierLevel of supportProcess and contact at the Company
Tier 0Self-help and user-retrieved informationUsers retrieve support information from the product and technical information manual and pages in the application.

 

Use existing user documentation available in the application

Tier 1Basic support to help enquiry resolutionSupport for basic user issues such as solving login and usage problems needing basic knowledge.

 

Send a email to [email protected] or go to www.allyy.io and fill in the contact form through the chat.

Tier 2In-depth technical supportTier 1 issues are escalated internally to experienced and knowledgeable technicians who assess issues and provide solutions for problems that cannot be handled by Tier 1.
Tier 3Expert product and service supportTier 2 issue is escalated internally to the most knowledgeable product engineers available for problem resolution or new feature creation. New fixes and new features are documented for use by Tier 1 and Tier 2 personnel.