The Service

1. Subject to the terms and conditions of this Agreement, Valoris shall provide certain software services (the “Software Services”) and user documentation provided by Valoris on the use of the Software Services (“Documentation”) to Client and certain individuals or entities that are authorized to use the Software Services (“Authorized Users”).

2. Valoris hereby grants Client a limited, non-exclusive, non-transferable and non-sub-licensable right and license to access and use the Software Services and Documentation during the Term (defined below) subject to the terms and conditions of this Agreement.

3. For the avoidance of doubt, any installation guide or end user documentation not prepared or provided by Valoris; any online community site; feedback; or other online or informal forum does not constitute Documentation.

Software Services Evaluation License

1. If the Software Services and Documentation are provided to Client for evaluation purposes, Valoris grants to Client a nonexclusive, limited, royalty-free, nontransferable evaluation license to use the Software Services solely for evaluation prior to purchase (“Evaluation License”).

2. The Evaluation License shall terminate on the end date of the pre-determined evaluation period or immediately upon notice from Valoris or its partners, at its sole discretion.

3. Notwithstanding any other provision contained herein, Software Services provided pursuant to an Evaluation License are provided to Client “AS IS” without indemnification, support, or warranty of any kind, express or implied. Except to the extent such terms conflict with the specific evaluation terms set forth in this Section, all other terms of this Software Services Agreement shall apply to the Software Services under an Evaluation License.

Use of Your Account

1. You must be an approved and authorized user and provide valid email address and contact information for your Valoris account.

2. You must not use the Service for any illegal or abusive purposes.

3. You are solely responsible for the security of your account and keeping your password safe.

Payment and Billing

1. The user is responsible to make sure that the account administrator provide Valoris with accurate billing information and keep this information up to date.

2. By subscribing to the Service you give Valoris or its partners the right to invoice, charge your credit card, or bill you via other payment methods, for fees connected with the Service such as renewal fees or fees for ordered extra services.

3. The Valoris Service is a subscription service. You pay in advance for the subscription fee each billing cycle on the first day of that cycle.

4. The standard payment terms are 8 calendar days.

5. Additional costs and fees are billed the first day the month after the costs and fees was incurred.

6. Your Valoris account will be renewed automatically until you cancel the Service at least 30 days prior to the renewal date.

7. You are responsible for all charges incurred related to your Valoris account, including any applicable taxes or extra service fees.

Cancellation and Termination of Service

1. The administrator may at any time cancel the Clients Valoris account inside the Valoris control panel provided that any past invoices have been paid.

2. Any abuse of the Service will lead to termination of your account. Valoris reserves the right to decide what is considered abuse of the Service.

3. Valoris reserves the right to discontinue the Service at any time after a 30-day notice via email.

API Usage

1. The Valoris API is provided “as is” and “as available”.

2. The API is subject to change and may be modified from time to time.

3. You must not use an excessive amount of API requests and querying. What is considered excessive is decided at the sole discretion of Valoris.

4. Valoris reserves the right to limit the amount of allowed requests to the API (throttling).

5. Valoris reserves the right to block the use of the API entirely for specific accounts or IP addresses if they are deemed by Valoris to be using the API in an excessive manner.

• Use of Customer’s Name and Company Name.
• Valoris reserves the right to use your name and/or company name as a reference for marketing or promotional purposes on the Valoris.com website and other communication with existing or potential
• Valoris customers. To decline Valoris this right you need to email support@Valoris.com stating that you do not wish to be used as a reference.

Data

1. The Valoris Data is provided “as is” and “as available”, Valoris does not take any responsibility for its correctness.

2. Valoris can for information matching purposes, provide licensed information from 3rd party sources. The client is solely responsible to ensure required licenses has been obtained for the data.

Client Data

1. Valoris agrees that identifiable data and information shared or uploaded by Client (or Authorized Users of Client) that is stored or processed via the Software Services (the “Client Data”) shall be treated as confidential by Valoris. Client agrees that it is responsible for maintaining and protecting backups of all Client Data directly or indirectly processed using the Software Services and that Valoris is not responsible for the failure to store, the loss, or the corruption of Client Data.

2. Client agrees that Valoris and its affiliated entities will collect and track technical and related information about Client and Client’s use of the Software Services, including Client’s internet protocol address, the hardware and software that Client utilizes, and various usage statistics to assist with the necessary operation and function of the Software Services and for internal purposes only, including without limitation to facilitate in the provision of updates, support, invoicing, marketing by Valoris, its affiliated entities, or its agents, and research and development.

3. In the event that Valoris is required or ordered to disclose Client Data to a third party pursuant to judicial order or other compulsion of law, if legally permitted, Valoris shall take all commercially reasonable steps to provide the Client with prompt notice of any relevant order or basis for disclosure so as to allow Client to take whatever steps it can to object to such compulsory disclosure if Client so chooses.

Privacy Policy

Valoris is concerned about privacy and has developed a policy to address privacy concerns. For more information, please see Valoris’s Privacy Policy. Any personal information collected on Valoriss Web site and related Software Services may be accessed and stored globally and will be treated in accordance with Valoris’s Privacy Policy. You understand that Valoris collects, uses, processes, possesses, and otherwise stores your personal information and utilization data and may share such data with third party service providers for the purpose of improving or providing services subject to Valoris’s Privacy Policy.

Third Party Services

If Client uses any third party service with the Software Services (including services that may use any application programming interface (API) provided by Valoris), the Client acknowledges that the third party service may access or use the Clients information. Valoris will not be responsible for any act or omission of the third party, including such third party’s use of the Clients information. The Client agrees to contact the third party service provider for any issues arising from the Client’s use of the third party service.

Proprietary Rights

1. The Software Services are licensed, not sold. Use herein of the word “purchase” in conjunction with licenses of the Software Services shall not imply a transfer of ownership. Except for the limited rights expressly granted by Valoris to Client in this Agreement, Client acknowledges and agrees that, as between Valoris and Client, all right, title and interest, including all copyright, trademark, patent, trade secret, intellectual property (including but not limited to algorithms and business processes) as well as any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Client or any other party relating to the Service and/or the Software and other proprietary rights, arising out of or relating to the provision of the Software Services belong exclusively to Valoris, other than the Client Data.

2. Valoris will not permit any third party to, copy, distribute, reproduce or use any of the foregoing except as expressly permitted under this Agreement.

3. Valoris is hereby granted a royalty-free, fully-paid, worldwide, exclusive, transferable, sub-licensable, irrevocable and perpetual license to use or incorporate into its products and services any information, data, suggestions, enhancement requests, recommendations or other feedback provided by Client or its Authorized Users relating to the Software Services. All rights not expressly granted under this Agreement are reserved by Valoris.

4. Valoris will be provided and process certain of Clients’ data (“Data”) only to perform its obligations under this Agreement. Client shall and hereby do represent and warrant that they do have and retain all right, title and interest (including, without limitation, sole ownership of) all Data provided to Valoris and all rights with respect to that Data. If Valoris receives any notice or claim that any Data, or activities hereunder with respect to any Data, may infringe or violate rights of a third party or any laws or regulations (a “Claim”), Valoris may, but is not required to, suspend or terminate the Services.

Changes to Terms of Service

These Terms of Service may be updated from time to time without prior notice. The current Terms of Service are always available at https://www.valoris.io/terms-of-service/

Warranties

1. Valoris warrants to Client that for a period of thirty (30) days following the initial purchase of the Software Services, that the Services will perform substantially in conformance with published documentation. Valoris does not warrant that the Services will meet all of Client’s requirements or that use of the Services will be uninterrupted, secure, or error-free. To the maximum extent permitted under applicable law, as Valoriss and its suppliers’ entire liability, and as Client’s sole and exclusive remedy for a breach of the foregoing warranty, Valoris will, at its sole option and expense, promptly repair the Services.

Each party warrants that:

1. It has the necessary corporate power and authority to enter into and perform this Agreement;
this Agreement does not and will not conflict with any other agreement or understanding to which such party is a party or by which it is bound; and
2. the person accepting this Agreement on such party’s behalf has been duly authorized and empowered to enter into this Agreement.

Disclaimer

OTHER THAN THE FOREGOING, THE SERVICES, INCLUDING THIRD PARTY HOSTING SERVICES AND VALORIS’S CONFIDENTIAL INFORMATION AND ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, ARE PROVIDED “AS-IS,” WITHOUT ANY WARRANTIES OF ANY KIND. NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY OR TO ANY PERSON OR ENTITY WITH RESPECT TO THE LICENSED SOFTWARE OR OTHERWISE, AND EACH PARTY HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, TITLE, NON-INFRINGEMENT, AND QUALITY OF SERVICE, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, VALORIS EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY REGARDING THE PERFORMANCE, FUNCTIONALITY OR ANY OTHER ASPECT OF THE SERVICES THAT COMPANY DEVELOPS OR PROVIDES HEREUNDER.

Limitation of Liability

You expressly understand and agree that Valoris shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Valoris has been advised of the possibility of such damages), resulting from:

1. the use or the inability to use the Valoris service;

2. the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Valoris service;

2.1. unauthorized access to or alteration of your transmissions or data;

2.2. statements or conduct of any third party on the Valoris service; or

2.3. any other matter relating to the Valoris service.

3. Any decisions or claims you make based on data from the Valoris Service are your sole responsibility. Valoris shall not be held liable for any such decisions or claims.

4. In no event shall Valoris’s total liability to you for all damages, losses, and causes of action (whether in contract, tort (including, but not limited to, negligence), or otherwise) exceed the amount paid by you within the last twelve (12) months period, ending on the date that the claim or demand is first asserted.

Indemnification

1. You agree to indemnify, defend and hold harmless Valoris and its officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorney fees) arising from your use of the Valoris service, your violation of the terms of use or your infringement, or infringement by any other user of your account, of any intellectual property or other right of any person or entity.

2. You agree to immediately notify Valoris of any unauthorized use of your account or any other breach of security known to you.

Assignment and Transfer

1. A user may not assign, transfer or sell all or any of its rights under this Agreement or delegate all or any of its obligations hereunder, without the prior written consent of Valoris. Valoris may assign this Agreement to a parent, subsidiary or affiliated firm or to another entity in connection with the sale or other transfer of all or substantially all of its business assets. Subject to these restrictions, the provisions of this Agreement shall be binding upon and shall inure to the benefit of the Parties, their successors and permitted assigns.

Force Majeure

1. Valoris shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond its control, including but not limited to

• Acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or failures of telecommunications or electrical power supplies, network intrusions or denial of service attacks, other computer, Internet service provider or hosting facility failures or delays involving hardware, software or systems not within Valoriss or its service providers’ possession or reasonable control or that are not reasonably preventable by Valoris or its service providers (a “Force Majeure Condition”); provided however, economic inability to satisfy a payment obligation shall not be deemed a Force Majeure Condition.

2. In the event, the Force Majeure Condition lasts for more than thirty (30) days, either party shall be entitled to terminate this Agreement and of the Force Majeure Condition concerns Valoris, then User shall receive a refund of the unused portion of the subscription fees paid for the Services for the period of unavailability of a Service due to the Force Majeure Condition.

Entire Agreement; Waiver of Contractual Right

1. Both parties agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by authorized representatives from both parties, except as otherwise provided herein.

2. Any terms and conditions appearing on a purchase order or similar document issued by the User do not apply to the Valoris’s Services, do not override or form part of this Agreement, and are void.

Severability

1. The provisions of this Agreement are severable. In the event that any provision or portion thereof is found by any court to be invalid or otherwise unenforceable, the remainder of this Agreement will not be affected, and the parties consent to such court’s substitution of a valid and enforceable term that approximates the intent and effect of such invalid or unenforceable provision or portion.

Dispute

1. This contract shall be governed and construed in accordance with the substantive law of Denmark, excluding international conflict of law rules, and all claims relating to or arising out of this contract, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the substantive law of Denmark, excluding international conflict of law rules.

2. Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be solved by the City Court of Copenhagen in Denmark. The proceedings and its documentation shall be in the Danish language.

Contact Information

If you have any questions regarding these Terms or this Website, please contact Valoris at info@valoris.io.