Terms

This Agreement governs Your purchase and use of Our Services

If You are granted access to a Free Trial for Our Services, the applicable provisions of this Agreement will also govern that Free Trial.

By accepting this Agreement by executing an Order Form that references these Terms, You agree to the Terms of this Agreement. If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and its Affiliates to these Terms and Conditions, in which case the terms You or Your shall refer to such entity and its Affiliates. If You do not have such authority, or if You do not agree with these Terms and Conditions, You must not accept this Agreement and may not use the Services.

You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

This Agreement was last updated on 12 Marts 2017. It is effective between You and Us as of the date of You accepting this Agreement.

JourneyXP Subscription Agreement

DEFINITIONS                                 

  1. OUR RESPONSIBILITIES
  2. USE OF SERVICES AND CONTENT
  3. FREE TRIAL
  4. NON-JOURNEYXP PROVIDERS
  5. FEES AND PAYMENT FOR PURCHASED SERVICES
  6. PROPRIETARY RIGHTS AND LICENSES
  7. CONFIDENTIALITY
  8. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
  9. MUTUAL INDEMNIFICATION
  10. LIMITATION OF LIABILITY
  11. TERM AND TERMINATION
  12. NOTICES, GOVERNING LAW AND JURISDICTION
  13. GENERAL PROVISIONS

 

 

DEFINITIONS

In these general terms and conditions, defined terms and expressions with capital letters shall have the meaning set out below:

Active Business Relationship for purposes of this definition means business relation who has an active agreement or contract or service agreement with You or has purchased at least one of Your products or services within the last three (3) calendar months.

Affiliate means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with the subject entity.

Agreement means this JourneyXP Subscription Agreement including associated Order Forms.

Beta Services means JourneyXP services or functionality that may be made available to You to try at Your option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.

Business Customer (in Danish “Erhvervskunde”) means a Customer who is not a private person or household.

Business Days means Monday through Friday save for public and bank holidays in Denmark.

Claim Against Us means a claim, demand, suit or proceeding made or brought against Us by a Third Party alleging that any of Your Data infringes or misappropriates such Third Party’s intellectual property rights, or arising from Your use of the Services or Content in violation of the Agreement, the Documentation, Order Form, or applicable law.

Claim Against You means a claim, demand, suit or proceeding made or brought against You by a Third Party alleging that any Service infringes or misappropriates such Third Party’s intellectual property rights.

Component means a standard software integration to a Non-JourneyXP Application.

Confidential Information means all information disclosed by a Disclosing Party to a Receiving Party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Connector means an integration to an internal or external Data Source.

Content means information obtained by JourneyXP from publicly available sources or Third Party content providers and made available to You through the Services pursuant to an Order Form.

Control, Controls and Controlled for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

Customer (in Danish “Kunde”) means someone who has an Active Business Relationship with You.

Data means information and data obtained from various Data Sources and placed on or otherwise connected to Services by You or on behalf of You.

Data Source means internal or external sources of data and other information which may be accessible to You or publicly accessible.

Data Usage means the total storage capacity used by Data.

Disclosing Party means a Party that discloses Confidential Information under this Agreement.

Documentation means the applicable documentation and usage guides and policies, as updated from time to time, accessible via www.journeyxp.com/documentation and any successor websites or integrated in Services.

JourneyXP means the legal entity JourneyXP ApS, company registration number 36044950, with its office in Copenhagen on Nordsøvej 8, 2150 Nordhavn, Denmark including any entity that directly or indirectly controls, is controlled by, or is under common control with the JourneyXP ApS.

Lead (in Danish “Emne”) means someone who does not have an Active Business Relationship with You.

Legal Notices means notices of termination or an indemnifiable claim.

Malicious Code means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

Marketplace means an online directory, catalog or marketplace of services, Data, Content, and Non-JourneyXP Applications that interoperate with the Services, including, for example, the Marketplace located at www.journeyxp.com/marketplace and any successor websites or integrated in Services.

Non-JourneyXP Application means a Web-based, mobile, offline or other software application functionality that is provided by You or a Third Party and interoperates with Services, including, for example, an application that is developed by or for You or is listed on a Marketplace.

Order Form means a document or online order specifying the Services to be provided hereunder that is entered into between You and Us or any of Our Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.

Parties means You and Us in combination.

Party means either You or Us as relevant in the context.

Private Customer (in Danish “Privatkunde”) means a Customer who is a private person or household.

Purchased Services means Services that You or Your Affiliate purchase under an Order Form, as distinguished from those provided pursuant to a free trial.

Receiving Party means a Party that receives Confidential Information under this Agreement.

Services means the JourneyXP customer journey platform and associated services that are ordered by You under an Order Form or provided to You under a free trial, and made available online by Us, including associated offline or mobile components, as described in the Documentation. Services exclude Data, Content and Non-JourneyXP Applications.

Subscription Term (in Danish “Bindingsperiode”) means the period in which You have a right to use Services under this Agreement as regulated in Section 11.

Taxes means any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added-, sales-, use- or withholding taxes, assessable by any jurisdiction whatsoever.

Terms means the terms and conditions of this Agreement and associated Order Forms in combination.

Third Party means a person or legal entity not being You or Us.

Usage Based (in Danish “Forbrugsbaseret”) means based on the actual use of Services against the measurement defined for the Service in question.

User means an individual who is authorized by You to use a Service, for whom You (or, when applicable, Us at Your request) have supplied a user identification and password (for Services utilizing authentication). Users may include, for example, Your employees, consultants, contractors and agents, and Third Parties with which You transact business.

We, Us or Our means JourneyXP.

You or Your (in Danish “Virksomheden”) means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity which have signed Order Forms.

Your Data means electronic data and information submitted by or for You to the Services, excluding Content and Non-JourneyXP Applications.

 

1. OUR RESPONSIBILITIES

  • We will: (a) make the Services and Content available to You pursuant to this Agreement and the applicable Order Forms; (b) provide applicable JourneyXP standard support for the Services to You, and/or upgraded support if purchased; and (c) use commercially reasonable efforts to make the online Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which We shall give advance electronic notice at least 2 Business Days in advance); and (ii) any unavailability caused by circumstances beyond Our reasonable control, including, for example, wars, riots, uprisings, terror, civil unrest, general strikes or labor disturbances, fire, flooding, natural disasters, monetary restrictions, trade embargoes, transportation delays, interruption or breakdown in energy supplies, Internet service provider failure or delay, Non-JourneyXP Application, or denial of service attack, compliance with the laws, acts, orders, rules, or regulations of any Government body, or any other cause whether or not similar to those specified herein.
  • We will maintain best possible administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data, as described in the Documentation. Those safeguards will include, but will not be limited to, measures for preventing access, use, modification or disclosure of Your Data by Our personnel except: (a) to provide the Purchased Services and prevent or address service or technical problems; (b) as compelled by law in accordance with Section 3 below; or (c) as You expressly permit in writing. Where Your use of the Services includes the processing of personal data (as described in the EU Data Protection Directive 95/46/EC) within the European Economic Area (EEA), except in respect of any usage during a Free Trial, the terms of the JourneyXP Data Processing Addendum at www.journeyxp.com/documentation shall apply to such processing, and are hereby incorporated by reference. For the purposes of the JourneyXP Data Processing Addendum, You are the data exporter, and Your acceptance of this Agreement shall be treated as Your acceptance of the JourneyXP Data Processing Addendum.
  • We will be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement, except as otherwise specified herein.
  • From time to time, We may make Beta Services available to You at no charge. You may choose to try such Beta Services or not in Your sole discretion. Beta Services are intended for evaluation purposes and not for production use, are not supported, and may be subject to additional terms. Beta Services are not considered Services under this Agreement, however, all restrictions, Our reservation of rights and Your obligations concerning the Services, and use of any related Non-JourneyXP Applications and Content, shall apply equally to Your use of Beta Services. Unless otherwise stated, any Beta Services trial period will expire upon the earlier of three months from the trial start date or the date that a version of the Beta Services becomes generally available without the applicable Beta Services designation. We may discontinue Beta Services at any time in Our sole discretion and may never make them generally available. We will have no liability for any harm or damage arising out of or in connection with a Beta Service.

 

2. USE OF SERVICES AND CONTENT

  • Unless otherwise provided in the applicable Order Form or Documentation, (a) Services and access to Content are purchased as subscriptions, (b) subscriptions may be added during a Subscription Term, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.
  • Services and Content may be subject to usage limits as defined in Order Forms and Documentation. If You exceed a contractual usage limit or make use of Services or Content not purchased by You in an Order Form, You will pay any invoice for excess usage in accordance with Section 2, and You will sign an Order Form for the excess usage upon Our request.
  • You will: (a) ensure that all Users having access to the Personal Data are familiar with the relevant parts of this Agreement and subject to its regulations; (b) be responsible for Users’ compliance with this Agreement, Documentation and Order Forms; (c) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data; (d) use commercially reasonable efforts to prevent unauthorized access to or use of Services and Content, and notify Us promptly of any such unauthorized access or use; (e) use Services and Content only in accordance with this Agreement, Documentation, Order Forms and applicable laws and government regulations; and (f) comply with terms of service of any Data, Content, or Non-JourneyXP Applications with which You use Services or Content.
  • You will not: (a) make any Service or Content available to, or use any Service or Content for the benefit of, anyone other than You or Users, unless expressly stated otherwise in an Order Form or the Documentation; (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing offering; (c) use a Service or Non-JourneyXP Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of Third Party privacy rights; (d) use a Service or Non-JourneyXP Application to store or transmit Malicious Code; (e) interfere with or disrupt the integrity or performance of any Service or Third Party data contained therein; (f) attempt to gain unauthorized access to any Service or Content or its related systems or networks; (g) permit direct or indirect access to or use of any Service or Content in a way that circumvents a contractual usage limit, or use any of Our Services to access or use any of Our intellectual property except as permitted under this Agreement, an Order Form, or the Documentation; (h) copy a Service or any part, feature, function or user interface thereof; (i) copy Content except as permitted herein or in an Order Form or the Documentation; (j) frame or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation; (k) access any Service or Content in order to build a competitive product or service or to benchmark with a Non-JourneyXP product or service; or (l) reverse engineer any Service (to the extent such restriction is permitted by law). Any use of the Services in breach of this Agreement, Documentation or Order Forms, by You or Users that in Our judgment threatens the security, integrity or availability of Our Services, may result in Our immediate suspension of the Services, however We will use commercially reasonable efforts under the circumstances to provide You with notice and an opportunity to remedy such violation or threat prior to such suspension.
  • If You subscribe to a Service for sending electronic messages or for the creation and hosting of, or for posting content on, external-facing websites You are solely responsible for complying with applicable laws in Your use of any cookies or other tracking technologies.
  • If We are required by a licensor to remove Content, or receive information that Content provided to You may violate applicable law or Third Party rights, We may so notify You and in such event You will promptly remove such Content from Your systems. If We receive information that a Non-JourneyXP Application hosted on a Service by You may violate applicable law or Third Party rights, We may so notify You and in such event You will promptly disable such Non-JourneyXP Application or modify the Non-JourneyXP Application to resolve the potential violation. If You do not take required action in accordance with the above, We may disable the applicable Content, Service and/or Non-JourneyXP Application until the potential violation is resolved.

 

3. FREE TRIAL

  • If You are granted a free trial, We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which You registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by You for such Service(s), or (c) termination by Us in Our sole discretion. Additional trial terms and conditions may be presented when a free trial is requested from Us. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
  • Any Data You enter into the Services, and any customizations made to the Services by or for You, during Your free trial will be permanently lost unless You purchase a subscription to the same Services as those covered by the trial, purchase applicable upgraded Services, or export such Data, before the end of the trial period. You cannot transfer Data entered or customizations made during the free trial to a Service that would be a downgrade from that covered by the trial; therefore, if You purchase a Service that would be a downgrade from that covered by the trial, You must export Your Data before the end of the trial period or Your Data will be permanently lost. Notwithstanding Section 8, during the free trial the Services are provided as-is without any warranty.

 

4. NON-JOURNEYXP PROVIDERS

  • We or Third Parties may make available (for example, through a Marketplace or otherwise) Third Party products or services, including, for example, Data, Content, Non-JourneyXP Applications, implementation services and other consulting services. Any purchase by You of such products or services, and any exchange of data between You and any Non-JourneyXP provider, product or service is solely between You and the applicable Non-JourneyXP provider. We do not warrant or support Non-JourneyXP Applications or other Non-JourneyXP products or services, whether or not they are designated by Us as certified or otherwise, unless expressly provided otherwise in an Order Form.
  • If You purchase access to Data, Content or Non-JourneyXP Applications in an Order Form, You grant Us the right to process that purchase with the provider of such service on Your behalf and agree to be bound by such provider’s terms and conditions as applicable from time to time.
  • If You choose to use a Non-JourneyXP Application with a Service, You grant Us permission to allow the Non-JourneyXP Application and its provider to access Your Data as required for the interoperation of that Non-JourneyXP Application with the Service. We are not responsible for any disclosure, modification or deletion of Your Data resulting from access by such Non-JourneyXP Application or its provider.
  • The Services may contain features designed to interoperate with Non-JourneyXP Applications. To use such features, You may be required to obtain access to such Non-JourneyXP Applications from their providers, and may be required to grant Us access to Your account(s) on such Non-JourneyXP Applications. We cannot guarantee the continued availability of such Service features, and may cease providing them without entitling You to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-JourneyXP Application ceases to make the Non-JourneyXP Application available for interoperation with the corresponding Service features in a manner acceptable to Us.

 

5. FEES AND PAYMENT FOR PURCHASED SERVICES

  • You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form (i) fees are based on Services and Content subscriptions purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant Subscription Term.
  • You will provide Us with a valid purchase order or alternative document if so required for swift processing of any invoice from Us to You. Except if otherwise specified in an Order Form We will invoice You monthly in arrears. Unless otherwise stated in the Order Form, invoiced charges are due net 14 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
  • If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 2% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 2.
  • If any amount owing by You under this or any other agreement for Our Services is 30 or more days overdue, We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our Services to You until such amounts are paid in full. We will give You at least 10 days’ prior notice that Your account is overdue, in accordance with Section 1 for billing notices, before suspending services to You.
  • We will not exercise Our rights under Section 3 or 5.4 above if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
  • Our fees do not include any Taxes. You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 6, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees.
  • You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features.

 

6. PROPRIETARY RIGHTS AND LICENSES

  • Subject to the limited rights expressly granted hereunder, We and Our licensors and Content Providers reserve all of Our/their right, title and interest in and to the Services and Content, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
  • You have the right to access and use applicable Content subject to the terms of applicable Order Forms, this Agreement and the Documentation.
  • You grant Us, Our Affiliates and applicable contractors a worldwide license to host, copy, transmit and display Your Data, and any Non-JourneyXP Applications and program code created by or for You using a Service or for use by You with the Services, as reasonably necessary for Us to provide the Services in accordance with this Agreement. Subject to the limited licenses granted herein, We acquire no right, title or interest from You or Your licensors under this Agreement in or to any of Your Data, Non-JourneyXP Application or such program code.
  • You grant to Us and Our Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into Our and/or Our Affiliates’ services any general and specific knowledge and knowhow obtained, suggestion, enhancement request, recommendation, correction or other feedback provided by You or Users relating to the operation of Our or Our Affiliates’ services.

 

7. CONFIDENTIALITY

  • Your Confidential Information includes Your Data; Our Confidential Information includes the Services and Content; and Confidential Information of each Party includes the Terms of this Agreement and all Order Forms (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such Party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a Third Party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
  • The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither Party will disclose the terms of this Agreement or any Order Form to any Third Party other than its Affiliates, legal counsel and accountants without the other Party’s prior written consent, provided that a Party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section 7. Notwithstanding the foregoing, We may disclose the terms of this Agreement and any applicable Order Form to a subcontractor or Non-JourneyXP Application provider to the extent necessary to perform Our obligations to You under this Agreement, under terms of confidentiality materially as protective as set forth herein.
  • The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a Party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

 

8. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

  • Each Party represents that it has validly entered into this Agreement and has the legal power to do so.
  • We warrant that during an applicable Subscription Term (a) We will not materially decrease the overall security of the Services, and (b) subject to Section 3, We will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Your exclusive remedies are those described in Sections 3 and 11.4.
  • Except as expressly provided herein, neither Party makes any warranty of any kind, whether express, implied, statutory or otherwise, and each Party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the maximum extent permitted by applicable law. Content and Beta Services are provided as-is, exclusive of any warranty whatsoever. Each Party disclaims all liability and indemnification obligations for any harm or damages caused by any Third Party hosting providers.

 

9. MUTUAL INDEMNIFICATION

  • We will defend You against any Claim Against You for an infringement or misappropriation caused by Us, and will indemnify You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts paid by You under a settlement approved by Us in writing of a Claim Against You, provided You: (a) promptly give Us written notice of the Claim Against You; (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability); and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no cost to You (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Our warranties under Section 2, (ii) obtain a license for Your continued use of that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for that Service upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Data, Content, a Non-JourneyXP Application or Your use of the Services in violation of this Agreement, the Documentation or applicable Order Forms.
  • You will defend Us against any Claim Against Us, and You will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a settlement approved by You in writing of a Claim Against Us, provided We: (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases Us of all liability); and (c) give You all reasonable assistance, at Your expense.
  • This Section 9 states the indemnifying Party’s sole liability to, and the indemnified Party’s exclusive remedy against, the other Party for any type of claim described in this Section 9.

 

10. LIMITATION OF LIABILITY

  • In no event shall the aggregate liability of each Party together with all of its Affiliates arising out of or related to this Agreement exceed the total amount paid by You and Your Affiliates hereunder for the Services giving rise to the liability in the twelve (12) months preceding the first incident out of which the liability arose. The foregoing limitation will apply whether an action is in contract or tort and regardless of the theory of liability, but will not limit Your and Your Affiliates’ payment obligations under section 5
  • In no event will either Party or its Affiliates have any liability arising out of or related to this Agreement for any lost profits, revenues, goodwill, anticipated savings, loss of the use of money, damage or corruption to or loss of data or programs and any consequences of not having access to Services, Data, Content, Non-JourneyXP Applications, data or programs, or indirect, special, incidental, consequential, cover, business interruption or punitive damages, whether an action is in contract or tort and regardless of the theory of liability, even if a Party or its Affiliates have been advised of the possibility of such damages or if a Party’s or its Affiliates’ remedy otherwise fails of its essential purpose. The foregoing disclaimer will not apply to the extent prohibited by law.

 

11. TERM AND TERMINATION

  • This Agreement commences on the date You first accept it and continues until all subscriptions hereunder have expired or have been terminated.
  • The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the previous Subscription Term, unless either Party gives the other notice of non-renewal at least 6 months before the end of the relevant Subscription Term. Every year in January, the pricing will increase by up to 7% above the applicable pricing in the previous year, unless We provide You at least 60 days notice of different pricing to an applicable renewal term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at Our applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.
  • A Party may terminate this Agreement for cause (i) upon 30 days written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
  • If this Agreement is terminated by You in accordance with Section 3, We will refund You any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Us in accordance with Section 11.3, You will pay any unpaid fees covering the remainder of the term of all Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.
  • Upon request by You made within 30 days after the effective date of termination or expiration of this Agreement, We will make Your Data available to You for export or download as provided in the Documentation. After such 30-day period, We will have no obligation to maintain or provide any of Your Data, and will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control, unless legally prohibited.
  • The following sections 6, 5, 6, 7, 8.3, 9, 10, 11.4, 11.5, 11.6, and 13 will survive any termination or expiration of this Agreement.

 

12. NOTICES, GOVERNING LAW AND JURISDICTION

  • Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery, (b) the fourth business day after mailing with registered mail, or (c), except for Legal Notices, which shall clearly be identifiable as Legal Notices, the day of sending by email. Notices should be addressed to:

JourneyXP ApS
Nordsøvej 8
2150 Nordhavn
Denmark
Attn: Johan Koefoed Johnsen
E-mail: jj@journeyxp.com

  • Billing-related notices to You will be delivered via the invoicing channel designated by You on the Order Form (or updated in accordance with 1). All other notices to You will be addressed to the contact person specified on the Order Form (or updated in accordance with 12.1).
  • This Agreement shall be governed and construed in accordance with the laws of Denmark applied without giving effect to the UN Convention on Contracts for the International Sale of Goods and any conflict of law principles. In case of material changes to these Terms We will give You at least seven months notice to the end of the relevant Subscription Term.
  • If the Parties do not succeed in solving a dispute amicably, the dispute shall be settled by a Danish court of law. The Court of Copenhagen shall be the court of first instance unless the provisions of the Danish Administration of Justice Act (in Danish “Retsplejeloven”) regarding competency allow the dispute to be settled by the Copenhagen Maritime and Commercial Court as the court of first instance.
  • For the avoidance of doubt, We are entering into this Agreement as principal and not as agent for any other JourneyXP company. Subject to any permitted Assignment under Section 2, the obligations owed by Us under this Agreement shall be owed to You solely by Us and the obligations owed by You under this Agreement shall be owed solely to Us.

 

13. GENERAL PROVISIONS

  • This Agreement is the entire agreement between You and Us regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. Except as otherwise provided herein, no modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the Party against whom the modification, amendment or waiver is to be asserted. The Parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Forms in reverse chronological order, (2) this Agreement, and (3) the Documentation.
  • Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s prior written consent (not to be unreasonably withheld); provided, however, either Party may assign this Agreement in its entirety (together with all Order Forms), without the other Party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a Party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other Party, then such other Party may terminate this Agreement upon written notice. In the event of such a termination, We will refund to You any prepaid fees allocable to the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the Parties, their respective successors and permitted assigns.
  • The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.
  • There are no Third Party beneficiaries under this Agreement.
  • No failure or delay by either Party in exercising any right under this Agreement will constitute a waiver of that right.
  • If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

 

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