Terms and Conditions

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 The Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Neuroject or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; or remove any proprietary notices or labels.

2.2 Further, the Customer may not remove or export from the EU/EEA or allow the export or re-export of the Services, Software, or anything related thereto, or any direct product thereof in violation of any restrictions, laws, or regulations of the European Union or applicable Danish export control laws.

2.3 The Customer represents, covenants, and warrants that the Customer will use the Services only in compliance with Neuroject’s standard published policies then in effect and all applicable laws and regulations. Although Neuroject has no obligation to monitor the Customer’s use of the Services, Neuroject may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.4 The Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access, or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers, and the like (collectively, “Equipment”). The Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords), and files, and for all uses of the Customer account or the Equipment with or without the Customer’s knowledge or consent.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Neuroject includes non-public information regarding features, functionality, and performance of the Service. Proprietary Information of the Customer includes non-public data provided by the Customer to Neuroject to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.

3.2 The Customer shall own all right, title, and interest in and to the Customer Data. Neuroject shall own and retain all right, title, and interest in and to (a) the Services and Software, all improvements, enhancements, or modifications thereto, (b) any software, applications, inventions, or other technology developed in connection with Implementation Services or support, and (c) all intellectual property rights related to any of the foregoing. The Customer will not have any intellectual property rights by this or any means.

3.3 Data Usage Consent: The Customer explicitly gives consent to Neuroject to process the provided data, including Customer Data, for the purpose of delivering the contracted services, improving the Software, training algorithms, and developing further features and analytics. Neuroject agrees that such processing for improvement purposes shall be performed on aggregated or anonymized data.

4. PAYMENT OF FEES

4.1 The Client will pay the Service Provider the then applicable fees described in the Order Form/Service Agreement for the Services in accordance with the terms therein (the “Fees”). If the Client’s use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional fees, the Client shall be billed for such usage.

4.2 Invoicing & Terms: Initial Invoice: As specified in the Order Form/Service Agreement, the initial invoice will be issued 30 days following the Subscription Start Date. If the Client opts out during the 60-day satisfaction period, a full credit note will be issued. Subsequent Invoices: Invoices for additional projects, variations, or renewals are due thirty (30) days from the invoice date. Fee Adjustments: The Service Provider reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to the Client (which may be sent by email). Disputes: If the Client believes that the Service Provider has billed the Client incorrectly, the Client must contact the Service Provider no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit.

4.3 Late Payment: Unpaid amounts are subject to a reminder fee and default interest in accordance with the Danish Interest Act (Renteloven), plus all reasonable expenses of collection. The Service Provider may suspend the applicable Services until the Client becomes current on its payment. The Client shall be responsible for all taxes associated with Services other than taxes based on the Service Provider’s net income.

5. TERM AND TERMINATION

5.1. Evaluation Period (Satisfaction Guarantee) (a) Applicability: An Evaluation Period shall only apply if expressly stated in the Order Form/Service Agreement. (b) One-Time Use: The Evaluation Period is valid one-time only per Client entity. It does not apply to subsequent projects, workspaces, add-ons, or license expansions added after the initial subscription. (c) Termination during Evaluation: If the Client is not satisfied, they may terminate this Agreement by providing written notice to the Service Provider before the expiration of the Evaluation Period (e.g., 60 days). In such an event, the Agreement is voided, and any initial invoice issued regarding this period will be credited in full.

5.2. Initial Term and Renewal (a) Standard Renewal (No Signature Required): Upon expiration of the Initial Service Term or any subsequent Renewal Term, this Agreement shall automatically renew for successive periods of the same duration (each a "Renewal Term") at the same Service Fees as the prior term. No additional signature or documentation is required for such standard renewals, unless either party provides written notice of non-renewal (opt-out) at least thirty (30) days prior to the end of the then-current term. (b) Renewal with Fee Adjustment (Signature Required): If the Service Provider wishes to apply an adjustment to the Service Fees for a Renewal Term, they must provide notice of such adjustment at least sixty (60) days prior to the start of the Renewal Term. Any such Fee adjustment shall only take effect if mutually agreed upon in writing (e.g., via a signed Order Form or Addendum) by both Parties. If the Parties sign the adjustment agreement, the Renewal Term shall proceed at the new Service Fees. If the Parties do not sign an adjustment agreement prior to the renewal date, the Agreement shall expire at the end of the current term.

5.3. Termination for Cause In addition to any other remedies it may have, either party may terminate this Agreement upon thirty (30) days’ written notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement and fails to cure such breach within the notice period.

5.4. Effect of Termination (a) Payment: Upon termination (other than during a valid Evaluation Period opt-out), the Client will pay in full for the Services up to and including the last day of the current Term. (b) Data Retrieval: Upon termination, the Service Provider will make all Client Data available to the Client for electronic retrieval for a period of thirty (30) days. Thereafter, the Service Provider shall have no obligation to maintain or provide any Client Data and may, unless legally prohibited, delete all Client Data in its systems or otherwise in its possession or under its control.

6. WARRANTY AND DISCLAIMER

The Service Provider shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Service Provider or by third-party providers, or because of other causes beyond the Service Provider’s reasonable control, but the Service Provider shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

HOWEVER, THE SERVICE PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND THE SERVICE PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED.

7. INDEMNITY

The Service Provider shall hold the Client harmless from liability to third parties resulting from infringement by the Service of any patent or copyright or misappropriation of any trade secret, provided the Service Provider is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; the Service Provider will not be responsible for any settlement it does not approve in writing.

8. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, THE SERVICE PROVIDER AND ITS SUPPLIERS (INCLUDING Cloud Service Provider), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY:

(A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS;

(B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR

(C) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY THE CLIENT TO THE SERVICE PROVIDER FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY.

9. MISCELLANEOUS

9.1 Severability: If any provision of this Agreement is found to be unenforceen or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

9.2 Assignment: This Agreement is not assignable, transferable or sublicensable by the Client except with the Service Provider’s prior written consent. The Service Provider may transfer and assign any of its rights and obligations under this Agreement without consent.

9.3 Entire Agreement: This Agreement (including the Order Form and Annexes) is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements.

9.4 Marketing: The Client gives consent to the Service Provider to use the Client’s logo, name, and case study in marketing materials, website, and social media for marketing purposes, without sharing any Confidential Information.

9.5 Governing Law & Dispute Resolution: This Agreement shall be governed by the laws of Denmark. Any dispute arising out of or in connection with this contract shall be settled by the City Court of Copenhagen.