Terms and Conditions

Effective date: 20 January 2021

THESE TERMS AND CONDITIONS (these “Terms”) GOVERNS YOUR (“you” or “your” or “Customer”) ACCESS AND ALL USE OF OUR WEBSITE, SERVICES, CONTENT, PLATFORM PROVIDED BY Layerise ApS (“we,”, “us”, “our” or “Layerise“). IF CUSTOMER REGISTERS FOR A FREE TRIAL OF THE PLATFORM, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.

THE AGREEMENT IS ENTERED INTO BY AND BETWEEN THE Layerise ApS, COMPANY NO. 40409823, TRONDHJEMSGADE 11, kl th, 2100 COPENHAGEN Ø AND THE PERSON OR LEGAL ENTITY PLACING AN ORDER FOR OR ACCESSING THE Layerise PLATFORM (“CUSTOMER” OR “YOU”).

BY ACCEPTING THESE TERMS, EITHER BY CHECKING A BOX AND/OR CLICKING A BUTTON INDICATING YOUR ACCEPTANCE (the earlier to occur, the “EFFECTIVE DATE”) YOU AGREE TO THE PROVISIONS OF THESE TERMS. IF YOU ARE ENTERING INTO THESE TERMS 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, IN WHICH CASE THE DEFINED TERMS “you” and “your” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE PROVISIONS AND CONDITIONS OF THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MAY NOT USE THE PLATFORM OR RECEIVE ANY SERVICES.

You may not access or use the Platform if you are our direct competitor, except with our prior written consent. In addition, you may not access or use the Platform for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.

You must be a minimum age of 18 to register on and use the Layerise Platform. By registering and using the you agree that you are 18 or older and understand your obligations under the Agreement.

Unless otherwise set forth in these Terms, we will treat any information that you provide to us in connection your use of Platform or our provision of services to you in accordance with our Platform Privacy Policy in effect at the time that such information is provided, the current version of which is available at Platform Privacy Policy, and which is incorporated into these Terms.

1. Definitions

The following definitions used in these Terms have the corresponding meanings. Additional definitions appear throughout the substantive provisions of these Terms, Quote(s), and applicable annexes if any:

TermDefinition
"Customer"means the entity who has signed up to our Platform or described as such in the Quote
"Quote"means the ordering document, online/web bases registration, order description or order contract referencing this Agreement
"Limits"means the amount of Products, Members, Workspaces, Customers, Customer registrations and Storage stated in the Quote
"Site"the complete set of web documents, images, files, etc. made available on layerise.com, sub-domains or any other website provided to the Customer by Layerise from time to time;
"Content" means content you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material on our Platform.
"Platform" means our software Platform offering and ancillary services set forth in the associated Quote, including underlying technology and Documentation.
"Documentation"means the feature specifications and user documentation accompanying the Platform as updated from time to time, located at "Guides" within https://admin.layerise.com/ or at specific other URL as we may provide from time to time.
"Subscription" means the subscriptions purchased by the Customer as specified in the Quote Form by which the Customer is entitled to access and use the Platform and the Documentation in accordance with this Agreement.
"Subscription Term"the initial term of this Agreement as specified in the Quote and each successive period of this Agreement as specified in the Quote.
"Fees"All charges and fees set forth in the Quote.
"Billing Cycle"means billing on a monthly or annual basis, depending on the terms set forth in the Quote.
"End User"means those employees and/or individual contractors of the Customer and any Customer Affiliates (if applicable) who are authorized by the Customer to use the Platform, each as identified through an individual End User Login.
"End User Login"a unique username and password provisioned on an End user-by-End User basis.
"Third-Party Services"means connections and/or links to third party websites and/or products or services that Layerise enables you to integrate with and access through the Platform, including, without limitation, via API’s and our Apps library
“Brand Material” means (a) provided written or recorded testimonial or case study about the use of the Layerise Platform; and (b) names and logos used for the purpose of identifying you as a customer or end user of the Platform.

2.Platform and Support

2.1 Purchased access to the Platform. We shall provide the Platform set forth and described in each Quote. The Quote shall set forth, as applicable: (a) Subscription Term; (b) the specific set of Limits; (c) the associated Fees and billing contact information; (d) your method of payment; (e) your identification and contact information; and (f) any additional information, terms and/or conditions. You acknowledge and agree that you are solely responsible for decisions made and actions taken with respect to your End User’s use of the Platform. In connection with your use of Platform, we will provide e-mail and on-line support, in accordance with our Support Policy and/or upgraded support if purchased.

2.2 Free Trials. If you register for a free trial to access and use the Platform, we will make certain features and functionality of the Platform 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 Platform; (b) the start date of any subscription to the Platform purchased by you pursuant to an Quote; or (c) termination of the free trial by us in our sole discretion. Trial terms and conditions may appear on the free trial registration web page. Any such additional terms and conditions are incorporated into these Terms by reference and are legally binding.

THE FREE TRIAL ACCESS TO THE PLATFORM IS INTENDED FOR YOUR INTERNAL BUSINESS USE ONLY AND SHALL NOT BE USED TO COMMUNICATE OR OTHERWISE COLLECT OR UPLOAD ANY INFORMATION FROM YOUR CUSTOMERS OR FROM ANY OTHER INDIVIDUAL WHO IS NOT YOUR EMPLOYEE. ANY DATA YOU ENTER INTO THE PLATFORM (WHETHER DIRECTLY OR INDIRECTLY THROUGH THIRD-PARTY SERVICES), AND ANY CONFIGURATIONS MADE TO THE PLATFORM BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE PLATFORM, BEFORE THE END OF YOUR FREE TRIAL. NOTWITHSTANDING THE “WARRANTIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION” SECTION BELOW, DURING THE FREE TRIAL THE PLATFORM IS PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND WE SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY TO YOU OF ANY TYPE WITH RESPECT TO THE PLATFORM FOR THE DURATION OF YOUR FREE TRIAL UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE OUR LIABILITY WITH RESPECT TO THE PLATFORM AND OUR SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED $50.00 U.S. DOLLARS.

2.3 Third-Party Services. We may also provide links or references to Third-Party Services in the Documentation and/or within the Platform. Such Third-Party Services are not provided by us, and we are neither liable nor responsible for their functioning, results or effects. You are responsible for complying with all applicable third-party terms, policies and licenses governing your access and use of Third-Party Services.

3. Fees and Payment

3.1 All Fees set forth in the Quote are due and payable as specified in the Quote. The payment for the Platform is billed on a Subscription basis. You will be billed in advance based on your Billing Cycle. All payment obligations, Fees, are non-refundable, except as otherwise expressly set forth in the Quote.

3.2 All Fees set forth in the Quote will remain fixed during the initial term of your subscription unless (a) you exceed your Quote Limits (b) you upgrade you Subscription, (c) you subscribe to additional features or services.

3.3 A valid payment method, including credit card, is required to process the payment for your Subscription. You shall provide Layerise with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize Layerise to charge all Fees incurred through your account to any such payment instruments.

3.4 All Fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Service and part of your Subscription. You shall have no liability for any taxes based upon our gross revenues or net income.

3.5 Should automatic billing fail to occur for any reason, Layerise will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice. In the event that you fail to pay for your Subscription following authorization of your Quote, we may assess a late fee at the rate of one and one-half percent (1½%) per month (or the maximum interest allowable under applicable law, if less) on the Fees until satisfaction of payment. You are liable for all collection fees and expenses, including reasonable attorney fees, relating to and such Fees.

4. Term, Renewal and Termination

4.1 These Terms shall commence on the Effective Date and shall continue for as long as a Subscription Term is in effect.

4.2 Unless either you or we provide the other with written notice of termination at least thirty (30) days prior to an Subscription Term’s then current expiration date, these Terms and your subscription to the Platform will renew automatically for successive periods equal to the initial Subscription Term set forth in the associated Quote (each, a “Renewal Quote Term”). Unless otherwise provided for in a Quote, we may increase the fees applicable to your subscription to the Platform as follows: (a) for any such Renewal Quote Term by up to the greater of 5% or a percentage equal to the increase for the prior 12-month period; and (b) upon any such Renewal Quote Term, we may increase your fees up to our then-current list price set out in our product pricing. If this increase applies to you, we will notify you at least thirty (30) days in advance of your renewal and the increased fees will apply at the start of the next Renewal Quote Term. If you object to the increase, you must notify us of your intention not to renew the Quote within 15 days of your receipt of notice of the increase from us. Failure to timely notify us shall be deemed to constitute consent to the applicable fee increase.

4.3 Either party may terminate these Terms and all Quotes hereunder upon prior written notice to the other party if (a) such other party materially breaches any term or condition of these Terms or an Quote and fails to cure such breach within thirty (30) days after delivery of written notice thereof or (b) such 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. Additionally, we may suspend your access to the Platform and/or terminate these Terms and all Quotes hereunder, upon written notice to you, (a) if you fail to pay any amount due under an Quote, and such failure continues more than thirty (30) days after delivery of written notice thereof; or (b) in the event that we believe, in our sole but reasonable discretion, that you use the Platform for any purpose or in any manner that violates any local, state, or federal law or regulation, or any applicable laws or regulations of any foreign government, that violates or infringes the rights of any third party, or that constitutes a violation the the current version of our Acceptable Use Policy

4.4 Upon termination or expiration of these Terms, all Quotes and licenses set forth thereunder shall terminate, and your right to access the Platform shall cease. Notwithstanding the foregoing, provided that you have paid all amounts due under these Terms and all Quotes hereunder, we will permit you to access the Platform, solely for the purpose of downloading the Content for a period of thirty (30) days following the effective date of termination or expiration of these Terms, provided that your access and use will continue to be subject to these Terms and you shall not access or use the Platform other than to access and download the Content. If these Terms are terminated by you pursuant to Section 4.3 or by us pursuant to Section 11.1, (a) you will not be obligated to pay any additional amounts specified in any Quote following the effective date of termination and (b) we will refund you the pro-rata amount of any subscription Fees that you have actually pre-paid to us covering the remainder of the Subscription Term after the effective date of termination. In all other cases, and regardless of whether you use the Platform at the levels reflected in the Quote(s) or otherwise, you will not be entitled to a refund of Fees paid and any unpaid Fees outstanding will become immediately due and payable.

5. Confidential Information

5.1 To the extent a party (“Discloser”) discloses to the other party (“Recipient”) information in connection with these Terms, whether disclosed prior to, on, or after the Effective Date, and which is either marked as confidential (or words of similar import) or is of a nature or disclosed in such a manner as would put a reasonable person on notice as to the confidential or proprietary nature of the information (collectively “Confidential Information”), the Recipient will protect such Confidential Information from unauthorized use, access or disclosure in the same manner as Recipient protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, the Recipient may use the Discloser’s Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms and shall disclose such Confidential Information (a) solely to Recipient’s employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; or (b) as reasonably necessary to comply with any applicable law or regulation. The provisions of this Section 5 shall control over any non-disclosure agreement by and between the parties entered into prior to the Effective Date and any such non-disclosure agreement shall have no further force or effect with respect to the exchange of Confidential Information after the execution of this Agreement. The foregoing shall not apply to information that: (1) is publicly known at the time of disclosure or subsequently becomes publicly known other than through a breach of this Section 5; (2) is lawfully received by Recipient from a third party not subject to confidentiality terms with the Discloser with respect to such information; (3) was independently developed by the Recipient without reference to the Discloser’s Confidential Information, as established by the written records of the Recipient, or (4) is required to be disclosed under a legal requirement, provided that, in the case of subsection (5), the Recipient shall: (a) give the Discloser reasonable written notice prior to disclosure pursuant to such requirement (unless prohibited by such requirement); (b) use diligent efforts to limit disclosure and to obtain confidential treatment or a protective order and allow the Discloser to participate in the proceeding; and (c) comply with any applicable protective order or equivalent. You acknowledge and agree that the pricing terms in any Quote, as well as any Documentation we provide for or in connection with the Platform (in whatever form), as well as the Platform itself, shall be deemed our Confidential Information.

6 Marketing Authorization

6.1 By using our Platform, you grant us the right of a royalty-free, nonexclusive, worldwide license to reproduce, publish, distribute, and translate all or any part of the Brand Material (a) on websites operated by us; (b) on social media, including the Layerise video repository on www.YouTube.com; and (c) in customer lists, presentations, and other marketing collateral.

7. Ownership, Security and Privacy of Content

7.1 As between you and us, all information and materials provided by you or on your behalf in connection with your use of Platform (collectively, “Content”), are and shall remain your property, including any modifications or derivative works thereof and, to the extent applicable, shall be deemed your Confidential Information. You hereby grant us a limited license to use, copy, modify and create derivative works of and from the Content, solely as necessary for us to provide the Platform in accordance with the terms and conditions of these Terms and any Quote. You acknowledge that we collect and aggregate anonymous data concerning Platform user behavior, traffic and other interactive and telemetric information. Such anonymous data does not identify you or any End User or other individual, and no such identity can be derived from such data. You agree that both during and after the Term, we may retain and use all such anonymous data to improve and market the Platform and our services. We will implement and maintain industry-standard administrative, physical and technical safeguards to provide an appropriate level of security, confidentiality and integrity of the Content in accordance, and as updated from time to time, with our Data Security documentation. You and we each hereby agree to comply with all applicable national and international laws, regulations, notices, and guidelines relating to information privacy (collectively, “Data Privacy Laws”). To the extent that you disclose to us any personal information of, or relating to, any individual, or other information subject to Data Privacy Laws (including in connection with your use of the Platform), if required by such laws, you will notify the affected individual or entity of the intended transfer to us, and obtain specific written consent from such individual or entity to such transfer. We will treat all such information in accordance with our then-current Platform Privacy Policy. Except with respect to a free trial, to the extent that we are a processor of personal data that is subject of certain applicable data protection laws (as defined in the DPA), the Data Processing Addendum is hereby incorporated into these Terms.

7.2 By posting the Content to the Platform, you represent and warrant that: (a) the Content is yours (you own it) or you have the right to use it and grant us the rights and license as provided in these Terms, and (b) the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

8. License to Platform; Our Intellectual Property

8.1 We own all intellectual property rights in and to the Platform. Other than the limited license right to utilize the Platform, nothing contained in these Terms shall be construed as granting you or any End User any rights in or to the Platform. Subject to the terms and conditions of these Terms, we hereby grant you a limited scope, nonexclusive, nontransferable license for you to use and access the Platform for set of Limits set forth in each Quote, during the associated Subscription Term, solely for your business purposes and as may be further described in such Quote. You may use any Documentation (in whatever medium) that we provide with the Platform, solely in connection with your licensed use of the Platform.

8.2 Access to and use of the Platform is restricted to the specified number of individual End Users permitted under your subscription to the Platform. You agree and acknowledge that each End User Login shall only be used by one (1) designated individual End User. You further agree and acknowledge that an End User Login cannot be shared or used by more than one individual, but that End User Logins may be reassigned to new individuals replacing former individuals who no longer require ongoing use of the Platform. You shall administer the registration and password access for End User Login credentials of your personnel and shall be responsible for maintaining the confidentiality of and any and all use under such End User Login credentials.

8.3 You shall not do, attempt to do, nor permit any person or entity to do, any of the following: (a) create or recreate the source code for any underlying software and technology relating to the Platform, or re-engineer, reverse engineer, decompile or disassemble any such underlying software and technology; (b) copy, modify, adapt, translate or create derivative works based upon any such underlying software and technology; (c) remove, erase or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in the Platform or any Documentation; or (d) sublicense, sell, lease, rent, timeshare or otherwise transfer, or pledge as security, the Platform or its access thereto. All rights (including all intellectual property rights) to and/or with respect to any items, materials or services relating to the Platform not expressly licensed by us hereunder, are expressly and exclusively retained by us. We shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Platform and our services any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or on your behalf.

8.4 With the granted limited license you shall not (a) try to gain unauthorised access to the Platform or any networks, servers or computer systems connected to the Platform and/or (b) make for any purpose including error correction, any modifications, adaptions, additions or enhancements to the Platform.

8.5 We shall (a) prepare the Site with reasonable skill and care; and (b) use industry standard security to try to block the uploading of content to the Site that contains viruses.

8.6 The content on the Site is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Site.

8.7 Although we make reasonable efforts to update the information on the Site, we make no representations, warranties or guarantees, whether express or implied, that the information on is accurate, complete or up to date.

9. Warranties and Disclaimers

9.1 We warrant that (a) the Platform will perform materially in accordance with the specifications set forth in the Documentation and in accordance with the Terms; and (b) we will provide any ancillary services set in the Quote in a professional and workmanlike manner. For any breach of a warranty in this section, Your exclusive remedies are those described in Section 4.3 herein.

9.2 EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, ALL WARRANTIES, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE PLATFORM OR SERVICES OR OTHERWISE, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, OR OTHERWISE (INCLUDING ANY WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE AND NON-INFRINGEMENT) ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE OTHER PROVISIONS OF THESE TERMS, WE MAKE NO REPRESENTATION OR WARRANTY, AND HAVE NO SUPPORT OBLIGATIONS OR LIABILITY, WITH RESPECT TO ANY THIRD-PARTY SERVICES, AND YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE PLATFORM (a) WILL MEET YOURS OR ANY OTHER PERSON’S REQUIREMENTS; (b) OPERATE WITHOUT INTERRUPTION; (c) ACHIEVE ANY INTENDED RESULT; (d) BE ERROR FREE OR (e) BE COMPATIBLE, WORK WITH OR CONTINUE TO WORK WITH ANY THIRD-PARTY SERVICES. NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

10 Limitation of Libility

10. 1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 10: (a) UNDER NO CIRCUMSTANCES WILL EITHER PARTY, ITS SUPPLIERS OR AFFILIATED PERSONS OR ENTITIES BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES, OR LOST PROFITS, WHETHER FORESEEABLE OR UNFORESEEABLE (INCLUDING CLAIMS FOR LOSS OF DATA, USE OF OR INABILITY TO USE THE PLATFORM, INTERRUPTION IN USE OR AVAILABILITY OF DATA OR THE SPECIFIC RESULTS OBTAINED THROUGH THE USE OF THE PLATFORM) ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY OR REMEDY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT, OR OTHERWISE; AND (b) IN NO EVENT WILL THE AGGREGATE LIABILITY WHICH YOU (INCLUDING YOUR END USERS), WE, OUR SUPPLIERS AND AFFILIATED PERSONS MAY INCUR IN ANY ACTION OR PROCEEDING ARISING HEREUNDER EXCEED THE FEES THAT YOU HAVE PAID TO US UNDER THESE TERMS DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM.

10.2 THE LIMITATIONS SET FORTH IN THIS SECTION 10 SHALL NOT APPLY TO YOUR PAYMENT OBLIGATIONS TO US UNDER SECTION 3, OR AMOUNTS PAID OR PAYABLE IN CONNECTION WITH INDEMNIFICATION OBLIGATIONS UNDER SECTION 11. THE PROVISIONS OF THIS SECTION 10 ALLOCATES THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE EXCLUSIONS IN DETERMINING TO ENTER INTO THESE TERMS AND THE PRICING FOR THE PLATFORM AND PROFESSIONAL SERVICES.

11. Indemnification

11.1 Indemnification by Us. We will indemnify, defend and hold you harmless from and against all claims, suits and/or proceedings brought by any third party against you alleging infringement of such third party’s intellectual property rights by the Platform, including with respect to any resulting liabilities, losses, damages and costs awarded by a court or included as part of a final settlement, as well as reasonable attorneys’ fees, in connection with the foregoing; provided that you: (a) promptly notifies us, in writing, of any such claim, suit or proceeding; (b) cooperate reasonably with us, at our expense, in the defense and settlement thereof; and (c) allow us to control the defense and settlement thereof. If any infringement claim with respect to the Platform may be or has been asserted, you will allow us, at our option and expense, to: (1) procure for you the right to continue using the Platform; (2) replace or modify the Platform to eliminate the infringement while providing functionally equivalent performance; or (3) terminate these Terms and all Orders hereunder with respect to the Platform. Our obligations under this Section 10 shall not apply to any claims based upon: (a) any materials, software or other information that have been altered by you or any party other than us; (b) the combination of the Platform with any items not provided or required by us, in writing (including in the Documentation); or (c) use of the Platform or any such materials, software or information after termination pursuant to sub-section (3) above. This Section 11 states your exclusive remedy and our sole liability in connection with any claim of infringement or misappropriation of intellectual property rights.

11.2 Indemnification by You. You will indemnify, defend, and hold us harmless from and against all claims, suits and/or proceedings brought by any third party against us, including with respect to any resulting liabilities, losses, damages and costs awarded by a court or included as part of a final settlement, as well as reasonable attorneys’ fees, in connection with or arising out of your or your End User’s use of the Platform or alleging that Content infringes or misappropriates such third party’s intellectual property rights; provided that we: (a) promptly notifies you, in writing, of any such claim, suit or proceeding; (b) cooperate reasonably with you, at your expense, in the defense and settlement thereof; and (c) allow you to control the defense and settlement thereof.

General Provisions

12.1 Independent Parties/Third Party Beneficiaries. You and we are independent parties. Nothing in these Terms will be construed to make either party an agent, employee, franchisee, joint venturer or legal representative of the other party. Neither party will either have, or represent itself to have, any authority to bind the other party or act on its behalf. Nothing in these Terms is intended or shall be construed as a third party beneficiary agreement, nor shall these Terms confer, convey or be deemed to accord any rights to any third party.

12.2 Force Majeure. Neither party will be liable for any failure or delay in performing an obligation under these Terms that is due to causes beyond its reasonable control, such as natural catastrophes, or governmental acts or omissions, laws or regulations. These causes will not excuse you from paying amounts due under these Terms.

13.3 Any notice under or in connection with these Terms shall be in writing and shall be sent by mail to the current customer service e-mail address found on our corporate website at www.layerise.com. Additionally, we may notify you via the e-mail address stated on the Quote. All notices shall be deemed to have been sufficiently given immediately upon delivery by electronic mail (provided that the sender does not receive a response that the message could not be delivered). Either party may change its notice address by written notice to the other party by email or otherwise as described above.

13.4 Notices. You may not assign or otherwise transfer these Terms or any of your rights or obligations hereunder without our prior written consent, which will not be unreasonably withheld. Any assignment or attempt to do so other than as provided in this Section 13.4 will be void. Notwithstanding the foregoing, you may assign these Terms together with your assignment of all Orders in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of your assets or voting securities or similar change of control transaction without our prior written approval. We may, without your consent, assign these Terms to any affiliate or in connection with any merger, reorganization, acquisition or other transfer of all or substantially all of our assets or voting securities or similar change of control transaction.

13.5 Waiver, Modification, Severability, Cumulative Remedies

13.5.1 Waiver, Modification.Except as otherwise provided herein, any waiver, variation, supplement or amendment of these Terms will not be effective unless in writing. No other course of conduct shall operate to waive, amend or modify these Terms. The waiver by either party of any of its rights or remedies in a particular instance will not be construed as a waiver of the same or different right or remedy in subsequent instances.

13.5.2 Severability. If any provision of these Terms is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of these Terms shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

13.5.3 Cumulative Remedies. Except as expressly provided to the contrary herein, all remedies set forth in these Terms are cumulative and not exclusive of any other remedies at law or in equity, statutory or otherwise.

13.6 Governing Law. These Terms 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 and construed in accordance with the laws of Denmark, without regard to its conflict of law provisions.

13.6.1 Dispute. In the event of any dispute, claim or disagreement arising from or relating to these Terms, the Parties shall use their best efforts to resolve such dispute. The complaining Party shall provide written notice to the other Party describing in detail the dispute.

13.6.1.1 If the Parties are unable to resolve the dispute within thirty (30) days of the detailed description of the dispute, each Party is entitled to submit the matter to be resolved by the courts of Denmark. Each Party irrevocably agrees that the courts of Denmark shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

13.6.1.2 Any notice regarding disputes and claims must be sent to the then-current address of our corporate headquarters set forth on our corporate website at www.layerise.com.

13.7 Entire Agreement. These Terms (including the Quote(s)) and any schedules, exhibits and other documents expressly incorporated herein or therein, constitute the complete and entire statement of all terms, conditions and representations of the agreement between us and you with respect to its subject matter and supersede all prior agreements, writings or understandings, whether oral or in writing. No terms or conditions stated in any purchase order or in any other order documentation we may receive from you shall be incorporated into, or form any part of, these Terms, and all such terms or conditions shall be null and void.

13.8 Additional Features. If we offer additional features or functionality that are available or enabled through the Platform, with or without charge, we will notify you of supplemental terms (if any) applicable to such additional features or functionality prior to your activation of or access to such additional features or functionality. Your activation of, or access to, such additional features or functionality will be considered acceptance of the applicable supplemental terms where applicable.

13.9 Changes to these Terms. Layerise reserves the right, at its sole discretion, to change, modify, add, or remove parts of these Terms at any time by posting such changes on our corporate website at www.layerise.com or through the Platform, which will become effective as of the first day of the calendar month following the month in which they were first posted; provided, however, that if an Quote specifies a fixed Subscription Term of 12 months or longer, the modifications will instead be effective immediately upon the start of the next Renewal Quote Term, if any. In either case, if you object to the updated Terms, as your sole and exclusive remedy, you may choose not to renew your subscription to the Platform. For the avoidance of doubt, any Quote is subject to the version of the Terms in effect at the time of the Quote.

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