TERMS AND CONDITIONS
1. Introduction
1. Alviss.io (the "Service") is an online AI-service owned and operated by Desupervised ApS ("Desupervised"), company registration no. 39492350, with a registered address at Strandboulevarden 122,3, DK-2100 Copenhagen, Denmark.
2. These Terms and Conditions (the "Terms") apply when a customer (the "Customer") enters into an agreement on the use of the Service (the "Agreement").
3. Each user of the Service must agree to these Terms prior to using Alviss.io. If a user do not agree to the Terms, such user shall not use the Service.
4. For information on how personal information is processed with the Service, please refer to Desupervised Privacy Policy.
2. Users and accounts
1. For each person using the Service (a "User"), a user account must be created by the Customer. When creating a user account, a valid e-mail address must be provided. A Customer may create multiple user accounts, e.g. for different employees.
2. When a user account, associated with the Customer is created, both the Customer and the User will receive a confirmation e-mail. The user account will be available for use when both the Customer and User have confirmed.
3. The Customer is fully responsible and liable for all use of the Service by a User associated with or created by the Customer.
4. When logging in to a user account for the first time, each User shall create a password. User accounts are for the User's own use and shall not be shared. Passwords associated with user accounts shall be kept confidential. If the Customer or a User becomes aware or suspects, that a user account or password of a User has been compromised, the Customer or the User shall immediately contact Desupervised support, cf. section 7.
5. If Desupervised suspects abuse of a user account, Desupervised may always block access to such account. If a user account is blocked by Desupervised, this will be investigated as soon as possible. Desupervised is not liable to the Customer or the User for the lack of access to using the Services in such a situation. If access to a user account is blocked, Desupervised will as soon as possible, contact the User via the e-mail address associated with a such user account.
3. Subscription types
1. When entering into the Agreement, the Customer shall choose a type of subscription. Three different types of subscriptions are available:
Light: Include 1 User and a pool of 2 "Compute-hour"/month
Pro: Include 2 Users and a pool of 49 "Compute-hour"/month
Team: Include 10 Users and a pool of 99 "Compute-hour"/month
A "Compute-hour" is defined as the processing time the Service uses for executing jobs on Alviss.io.
2. All Users associated with the Customer spend Compute-hours from the Customer's pool of Compute-hours.
3. If a customer spends more compute hours in a subscription period than included in the customer's subscription, the additional compute hours used will be billed to the customer at the end of the subscription period at the rate of additional compute hours.
4. If the Customer wishes to obtain further Compute-hours or Users than included in the subscription, the Customer shall upgrade the type of Subscription. When the Customer changes the subscription type during the subscription period, upgrading will happen instantly, and proportionate payment of the difference between the current and the new subscription type will be charged for the remainder of the subscription period. If the Customer downgrades the subscription during a subscription period, such change will happen from the commencement of the next subscription period.
4. Fees and Payment
1. Depending on the subscription type chosen by the Customer, the monthly fee varies. The at any time current fees for the different subscription types can be found at Alviss.io's webpage: www.alviss.io.
2. Payment of the subscription fee is made by payment card in advance per subscription period. The payment is set up as a recurring payment, and is made the first time, when the Agreement is entered, and thereafter, for as long as the Agreement is not terminated, up to 3 banking days prior to each new subscription period commencing. If the Agreement is entered into during a calendar month, a proportionate subscription fee for the remainder of the subscription period will be charged.
3. If payment of the subscription fee is not made in full at the commencing of a new subscription period, the subscription is considered terminated by the Customer to the end of the previous subscription period.
5. Intellectual Property Rights, Right of Use etc.
1. Desupervised holds all rights to the Service, including AI-Code Elements available within the Service. This includes, but is not limited to, copyrights, proprietary rights, and trademark rights to the Service and the Alviss.io website. For any third-party elements used by Desupervised for the Service, Desupervised has obtained the necessary legal rights.
2. Provided the Customer has entered into this Agreement and has correctly paid the fee, cf. section 4, the Customer and any User associated with the Customer, is granted a right to use the Service. The right of use is a non-exclusive, non-transferable, and time-limited right to use the Service in accordance with these Terms. As for the use of machine learning (ML) models, developed through the use of AI-Code Elements available within the Service, please see section 5.3, below.
3. Through the Service, Users can create their own ML models based on the AI-Code Elements available within the Service. The Customer obtains a perpetual, non-transferable right of use for such ML models. Due to the nature of the ML models being based on AI-Code Elements, the right of use regarding the ML models is non-exclusive, other Users may create an identical or similar ML model based on the AI-Code Elements available within the Service. The Customer has all legal rights for the specific results of the calculations performed by the ML models to which the Customer has a right of use. Other Customers may obtain legal rights for identical or similar results.
4. Desupervised may at any time use any ML models to which the Customer has a right of use in order to provide its Services.
5. The Customer's right of use for the Service as well as for ML models is limited to the Customer's legal entity. Neither the Customer nor Users shall use, facilitate or allow for any third party to use the Service or ML models, and shall not make use of the Service on behalf of any third party.
6. The Service is provided "as-is", and Desupervised makes no warranty as to the Customer's use of the Service, The Customer assumes any and all risk of using as well as the results of using the Service. Desupervised provides no guarantee that the Service meets the Customer's specific requirements or for code quality, data quality, uptime or other metrics except as specifically described in these Terms. Desupervised has done its utmost to ensure, that the Service abides to Applicable Law.
7. Neither the Customer nor any User, shall make use of the Service for anything, which is; obscene, defamatory, libellous, pornographic, harassing, hateful, racially or ethnically offensive, harmful to children, in violation of any third party's rights or encourages conduct that would be considered a criminal offense, violate any law, or is otherwise inappropriate.
8. Desupervised guarantees that the Service to the best of Desupervised's knowledge does not infringe any third-parties' intellectual property rights under Applicable Law.
8.1. If a third party submits a claim of infringement of its intellectual property rights towards Customer in respect of Customer's use of the Service, ML models or AI-Code Elements, Customer shall immediately notify Desupervised. Desupervised may, at its own expense, choose to take over the matter, and may settle the matter with the third-party claiming infringement in the manner that Desupervised considers appropriate. If a final, enforceable judgment or arbitration finds that the Service or AI-Code elements constitute an infringement of a third-party's intellectual property rights, Desupervised is obligated to do either of the following at its own expense: (i) obtain right or permission from the third-party in question to use the relevant intellectual property rights in the Service or AI-Code Elements, (ii) stop the infringement by altering the Service or AI-Code Elements, (iii) replace the infringing part of the Service or AI-Code elements with any other software that essentially contains the same functionality as the infringing part or (iv) provided that none of the options listed in the sections above (i-iii) are commercially reasonable for Desupervised's continued provision of the Service or the AI-Code Elements; terminate the Agreement with the Customer, including the Customer's right of use, with effect for the future and reimburse Customer of the prepaid fee. Any claim by the Customer against Desupervised in such a situation shall be covered by section 9 in its entirety.
6. Maintenance, updating and error correction
1. Desupervised strive to avoid errors, defects and disruptions of the Service at any time, but such may occur. The Customer or User should contact Desupervised if such errors etc. are experienced, providing all necessary details as to how and when a such error or defect shows. Desupervised will seek to remedy such matters as soon as possible and within a reasonable time. Such remedy may include reasonable, temporary workarounds. If an error, defect or disruption is caused by a sub-supplier of Desupervised, e.g. an operations provider, Desupervised will forward any error notification to such sub-supplier and do its utmost to have such sub-supplier remedy the matter as soon as possible. The Customer shall have no other legal remedies against Desupervised in such regard.
2. Maintenance and updates on the Service are performed on an ongoing basis. During maintenance and updating, the functionality may be changed or added to the Service or functionality of the Service may become temporarily or perpetually unavailable, if Desupervised deems such changes necessary in order to provide the best possible service to its customers. To the extent reasonably possible, information of expected major disruptions of the Service will be provided to the Customer in advance. The same applies to the possible removal of functionality. However, Desupervised is under no obligation to provide such information. The adding, changing or removal of functionality, whether temporary or perpetual, shall not be considered errors or defects with the Service or a breach of contract.
3. Whenever making changes to the Service, whether due to updating or error correction, Desupervised will do its utmost to ensure backwards compatibility.
4. Desupervised is not liable to the Customer or User of the Service in the event of errors, defects, malfunctions or removal of functionality.
7. Support
1. Desupervised provides technical support to Customer and Users by e-mail. Support e-mails are answered as soon as possible during Desupervised business hours, which are Monday – Friday, 08.00 – 16.00 (CET), excluding Christmas (24-25 December) and 1 January.
2. Support is provided to a reasonable extent regarding the use of the Service or technical issues. Desupervised can provide assistance with programming or setting up of ML models against separate agreements and remuneration, which is not part of the Service.
3. Customers and Users are always encouraged to consult the online documentation prior to contacting Desupervised support.
8. Operation and Service Level
1. Desupervised operates the Service by use of a reputable third-party cloud service provider located within the EU. Redundancy has been ensured on multiple levels to ensure continued operations and high operational stability. No guarantee on a specific uptime or other performance metrics is however provided.
9. Liability and limitation
1. Both Desupervised and the Customer shall be liable to each other in accordance with the ordinary rules of Danish law. However, with the limitations stated in the Agreement.
2. Any use of the Service or the Desupervised website at any time, including but not limited to any acts or omissions based on information obtained from the Service or the website, is at the Customer's own risk, and Desupervised is not in any way liable for such use.
3. In no event shall Desupervised be liable towards the Customer or a User for any indirect, special, consequential or incidental damages, including, but no limited to operation loss, loss of profit, loss and/or recovery of data, loss of goodwill, third-party losses or damages and other forms of indirect or consequential damages, even if advised that such damages might occur.
4. Desupervised shall never be liable for non-compliance with the Agreement or these Terms, or for damages or losses due to force majeure. As force majeure is considered inter alia computer virus or hacker attacks, errors in public communication systems, power failure, subcontractors' force majeure, and other unforeseen events that Desupervised should not have reasonably predicted or avoided.
5. Desupervised specifically disclaims any liability for losses or damages attributable to products or services for which the Customer is responsible and for connection to the Service, including lack of internet access, system breakdown or other matters relating to Customer's IT equipment, infrastructure operations, software and/or services, including ML models made by the Customer through the use of the Service.
6. If Desupervised, regardless of the above, should become liable towards a Customer or User, the total, cumulative liability to the Customer and its Users, shall never exceed an amount equal to the such amount which the Customer has paid for access to the Service during the 6 months prior to the occurrence of the incident giving rise to the claim, or if the Agreement has not been in force for 6 months; an amount equal to 6 times the average monthly fee paid for such access by the Customer during the period in which the Agreement has been in force. The total, cumulative liability shall however never exceed an amount of DKK 50,000.
10. Indemnification
1. The Customer shall defend, indemnify, and hold harmless Desupervised from all damages, losses, liabilities, claims, costs, and expenses, including all attorney's fees, that arise from or relate to; (i) the Customer's use or misuse of, or access to, the Service; (ii) the Customer's violation of these Terms; (iii) disputes or issues the Customer or its Users may have with respect to the Customer's products or services; or (v) infringement by the Customer, or any third-party using the Customer's or Users associated with Customer's account or identity with the Service, of any intellectual property rights or other right of any person or entity. Desupervised is entitled, but not obligated, to assume the exclusive defense and control of any matter subject to indemnification by the Customer, in which event the Customer shall assist and cooperate with Desupervised in asserting any available defense.
11. Confidentiality and personal data
1. Both Desupervised and the Customer and Users shall keep and treat all exchanged data and any information about the other party, its Users, customers, and other affiliated parties strictly confidential. This duty of confidentiality shall survive and continue to obligate the parties after termination of the Agreement, irrespective of the grounds and reasons for the termination.
2. Provided the Customer provides its acceptance, Desupervised is entitled to use the name and trademarks of the Customer for reference use on its website in a loyal manner. The Customer agrees to provide a swift and reasonable answer to any request for such use sent to the Customer, at the e-mail address registered with the Service. The Customer further agrees, that if no answer is given within seven days to such request, this shall be deemed acceptance
3. Regarding Desupervised's processing of the Customer's or its Users' personal data the Desupervised Privacy Policy apply.
4. If the Customer uses the Desupervised Service for the operation of the ML models which have been created through the Service, and the Customer or its associated Users enters or uploads personal data into such ML models, Desupervised acts as a data processor for the Customer. In this regard please refer to the Desupervised Data Processor Agreement. The Customer agrees that certain limitations as to which data may be entered into or uploaded may apply.
12. Term and termination
1. The Agreement enters into force at the date of acceptance by the Customer. Such date is the first day of the initial Subscription Period.
2. The Subscription Period follows the calendar months, except for the initial Subscription Period, which commences at the date of entering the Agreement by the Customer, cf. section 12.1.
3. When a Subscription Period ends, a new Subscription Period automatically commences unless, prior to this, the Agreement has been terminated.
4. Both the Customer and Desupervised may at any time terminate the Agreement, with a notice to the end of the Subscription Period. Prepaid fee will be refunded at termination, neither in full nor in part.
5. Desupervised may at any time, notwithstanding the notice required, cf. section 12.4, suspend the Customer's use or terminate the Agreement without notice, in case of unacceptable use, cf. section 5.7, attempt to abuse the Service, attempt to access other users' data or other illegal or improper behavior. If the Customer's use of the Service is suspended or terminated, Desupervised will if possible, contact the Customer via the e-mail address provided by the Customer.
6. Upon termination of the Agreement, the Customer shall collect and download all Customer-generated data as well as any data entered or uploaded to the Service by the Customer or associated Users, which the Customer wishes to keep, from the Service. Such collection of data will be possible until 5 days after the end of the last Subscription Period, at which time all Customer generated data and data entered or uploaded by Customer or its associated Users, will be deleted by Desupervised.
13. Amendments
1. Desupervised may at any time amend or make changes to these Terms. If amendments or changes to the Terms are made, the Customer will be informed about this by e-mail to the address provided by the Customer, and a message about such amendments or changes will be posted on the Desupervised website.
2. An updated or amended version of the Terms will enter into force as of the commencement of the calendar month following the month in which the notification of the amended or changed Terms is provided to the Customer.
3. Continued use of the Service after the commencement date of the amended or changed Terms, cf. section 13.2, is deemed acceptance of the new Terms. If the Customer does not wish to accept the amended or changed Terms, the Customer may at any time terminate the Agreement, cf. section 12.4.
14. Law and Venue
1. The Agreement shall be governed by the laws of Denmark, excluding any provisions of the United Nations Convention of Contracts for Sale of Goods, and amendments thereto, and without regard to the choice of law rules of Danish law ("Applicable Law")
2. Any legal dispute arising out of or in connection with the Agreement shall be submitted to the ordinary courts of Denmark.
1. Alviss.io (the "Service") is an online AI-service owned and operated by Desupervised ApS ("Desupervised"), company registration no. 39492350, with a registered address at Strandboulevarden 122,3, DK-2100 Copenhagen, Denmark.
2. These Terms and Conditions (the "Terms") apply when a customer (the "Customer") enters into an agreement on the use of the Service (the "Agreement").
3. Each user of the Service must agree to these Terms prior to using Alviss.io. If a user do not agree to the Terms, such user shall not use the Service.
4. For information on how personal information is processed with the Service, please refer to Desupervised Privacy Policy.
2. Users and accounts
1. For each person using the Service (a "User"), a user account must be created by the Customer. When creating a user account, a valid e-mail address must be provided. A Customer may create multiple user accounts, e.g. for different employees.
2. When a user account, associated with the Customer is created, both the Customer and the User will receive a confirmation e-mail. The user account will be available for use when both the Customer and User have confirmed.
3. The Customer is fully responsible and liable for all use of the Service by a User associated with or created by the Customer.
4. When logging in to a user account for the first time, each User shall create a password. User accounts are for the User's own use and shall not be shared. Passwords associated with user accounts shall be kept confidential. If the Customer or a User becomes aware or suspects, that a user account or password of a User has been compromised, the Customer or the User shall immediately contact Desupervised support, cf. section 7.
5. If Desupervised suspects abuse of a user account, Desupervised may always block access to such account. If a user account is blocked by Desupervised, this will be investigated as soon as possible. Desupervised is not liable to the Customer or the User for the lack of access to using the Services in such a situation. If access to a user account is blocked, Desupervised will as soon as possible, contact the User via the e-mail address associated with a such user account.
3. Subscription types
1. When entering into the Agreement, the Customer shall choose a type of subscription. Three different types of subscriptions are available:
Light: Include 1 User and a pool of 2 "Compute-hour"/month
Pro: Include 2 Users and a pool of 49 "Compute-hour"/month
Team: Include 10 Users and a pool of 99 "Compute-hour"/month
A "Compute-hour" is defined as the processing time the Service uses for executing jobs on Alviss.io.
2. All Users associated with the Customer spend Compute-hours from the Customer's pool of Compute-hours.
3. If a customer spends more compute hours in a subscription period than included in the customer's subscription, the additional compute hours used will be billed to the customer at the end of the subscription period at the rate of additional compute hours.
4. If the Customer wishes to obtain further Compute-hours or Users than included in the subscription, the Customer shall upgrade the type of Subscription. When the Customer changes the subscription type during the subscription period, upgrading will happen instantly, and proportionate payment of the difference between the current and the new subscription type will be charged for the remainder of the subscription period. If the Customer downgrades the subscription during a subscription period, such change will happen from the commencement of the next subscription period.
4. Fees and Payment
1. Depending on the subscription type chosen by the Customer, the monthly fee varies. The at any time current fees for the different subscription types can be found at Alviss.io's webpage: www.alviss.io.
2. Payment of the subscription fee is made by payment card in advance per subscription period. The payment is set up as a recurring payment, and is made the first time, when the Agreement is entered, and thereafter, for as long as the Agreement is not terminated, up to 3 banking days prior to each new subscription period commencing. If the Agreement is entered into during a calendar month, a proportionate subscription fee for the remainder of the subscription period will be charged.
3. If payment of the subscription fee is not made in full at the commencing of a new subscription period, the subscription is considered terminated by the Customer to the end of the previous subscription period.
5. Intellectual Property Rights, Right of Use etc.
1. Desupervised holds all rights to the Service, including AI-Code Elements available within the Service. This includes, but is not limited to, copyrights, proprietary rights, and trademark rights to the Service and the Alviss.io website. For any third-party elements used by Desupervised for the Service, Desupervised has obtained the necessary legal rights.
2. Provided the Customer has entered into this Agreement and has correctly paid the fee, cf. section 4, the Customer and any User associated with the Customer, is granted a right to use the Service. The right of use is a non-exclusive, non-transferable, and time-limited right to use the Service in accordance with these Terms. As for the use of machine learning (ML) models, developed through the use of AI-Code Elements available within the Service, please see section 5.3, below.
3. Through the Service, Users can create their own ML models based on the AI-Code Elements available within the Service. The Customer obtains a perpetual, non-transferable right of use for such ML models. Due to the nature of the ML models being based on AI-Code Elements, the right of use regarding the ML models is non-exclusive, other Users may create an identical or similar ML model based on the AI-Code Elements available within the Service. The Customer has all legal rights for the specific results of the calculations performed by the ML models to which the Customer has a right of use. Other Customers may obtain legal rights for identical or similar results.
4. Desupervised may at any time use any ML models to which the Customer has a right of use in order to provide its Services.
5. The Customer's right of use for the Service as well as for ML models is limited to the Customer's legal entity. Neither the Customer nor Users shall use, facilitate or allow for any third party to use the Service or ML models, and shall not make use of the Service on behalf of any third party.
6. The Service is provided "as-is", and Desupervised makes no warranty as to the Customer's use of the Service, The Customer assumes any and all risk of using as well as the results of using the Service. Desupervised provides no guarantee that the Service meets the Customer's specific requirements or for code quality, data quality, uptime or other metrics except as specifically described in these Terms. Desupervised has done its utmost to ensure, that the Service abides to Applicable Law.
7. Neither the Customer nor any User, shall make use of the Service for anything, which is; obscene, defamatory, libellous, pornographic, harassing, hateful, racially or ethnically offensive, harmful to children, in violation of any third party's rights or encourages conduct that would be considered a criminal offense, violate any law, or is otherwise inappropriate.
8. Desupervised guarantees that the Service to the best of Desupervised's knowledge does not infringe any third-parties' intellectual property rights under Applicable Law.
8.1. If a third party submits a claim of infringement of its intellectual property rights towards Customer in respect of Customer's use of the Service, ML models or AI-Code Elements, Customer shall immediately notify Desupervised. Desupervised may, at its own expense, choose to take over the matter, and may settle the matter with the third-party claiming infringement in the manner that Desupervised considers appropriate. If a final, enforceable judgment or arbitration finds that the Service or AI-Code elements constitute an infringement of a third-party's intellectual property rights, Desupervised is obligated to do either of the following at its own expense: (i) obtain right or permission from the third-party in question to use the relevant intellectual property rights in the Service or AI-Code Elements, (ii) stop the infringement by altering the Service or AI-Code Elements, (iii) replace the infringing part of the Service or AI-Code elements with any other software that essentially contains the same functionality as the infringing part or (iv) provided that none of the options listed in the sections above (i-iii) are commercially reasonable for Desupervised's continued provision of the Service or the AI-Code Elements; terminate the Agreement with the Customer, including the Customer's right of use, with effect for the future and reimburse Customer of the prepaid fee. Any claim by the Customer against Desupervised in such a situation shall be covered by section 9 in its entirety.
6. Maintenance, updating and error correction
1. Desupervised strive to avoid errors, defects and disruptions of the Service at any time, but such may occur. The Customer or User should contact Desupervised if such errors etc. are experienced, providing all necessary details as to how and when a such error or defect shows. Desupervised will seek to remedy such matters as soon as possible and within a reasonable time. Such remedy may include reasonable, temporary workarounds. If an error, defect or disruption is caused by a sub-supplier of Desupervised, e.g. an operations provider, Desupervised will forward any error notification to such sub-supplier and do its utmost to have such sub-supplier remedy the matter as soon as possible. The Customer shall have no other legal remedies against Desupervised in such regard.
2. Maintenance and updates on the Service are performed on an ongoing basis. During maintenance and updating, the functionality may be changed or added to the Service or functionality of the Service may become temporarily or perpetually unavailable, if Desupervised deems such changes necessary in order to provide the best possible service to its customers. To the extent reasonably possible, information of expected major disruptions of the Service will be provided to the Customer in advance. The same applies to the possible removal of functionality. However, Desupervised is under no obligation to provide such information. The adding, changing or removal of functionality, whether temporary or perpetual, shall not be considered errors or defects with the Service or a breach of contract.
3. Whenever making changes to the Service, whether due to updating or error correction, Desupervised will do its utmost to ensure backwards compatibility.
4. Desupervised is not liable to the Customer or User of the Service in the event of errors, defects, malfunctions or removal of functionality.
7. Support
1. Desupervised provides technical support to Customer and Users by e-mail. Support e-mails are answered as soon as possible during Desupervised business hours, which are Monday – Friday, 08.00 – 16.00 (CET), excluding Christmas (24-25 December) and 1 January.
2. Support is provided to a reasonable extent regarding the use of the Service or technical issues. Desupervised can provide assistance with programming or setting up of ML models against separate agreements and remuneration, which is not part of the Service.
3. Customers and Users are always encouraged to consult the online documentation prior to contacting Desupervised support.
8. Operation and Service Level
1. Desupervised operates the Service by use of a reputable third-party cloud service provider located within the EU. Redundancy has been ensured on multiple levels to ensure continued operations and high operational stability. No guarantee on a specific uptime or other performance metrics is however provided.
9. Liability and limitation
1. Both Desupervised and the Customer shall be liable to each other in accordance with the ordinary rules of Danish law. However, with the limitations stated in the Agreement.
2. Any use of the Service or the Desupervised website at any time, including but not limited to any acts or omissions based on information obtained from the Service or the website, is at the Customer's own risk, and Desupervised is not in any way liable for such use.
3. In no event shall Desupervised be liable towards the Customer or a User for any indirect, special, consequential or incidental damages, including, but no limited to operation loss, loss of profit, loss and/or recovery of data, loss of goodwill, third-party losses or damages and other forms of indirect or consequential damages, even if advised that such damages might occur.
4. Desupervised shall never be liable for non-compliance with the Agreement or these Terms, or for damages or losses due to force majeure. As force majeure is considered inter alia computer virus or hacker attacks, errors in public communication systems, power failure, subcontractors' force majeure, and other unforeseen events that Desupervised should not have reasonably predicted or avoided.
5. Desupervised specifically disclaims any liability for losses or damages attributable to products or services for which the Customer is responsible and for connection to the Service, including lack of internet access, system breakdown or other matters relating to Customer's IT equipment, infrastructure operations, software and/or services, including ML models made by the Customer through the use of the Service.
6. If Desupervised, regardless of the above, should become liable towards a Customer or User, the total, cumulative liability to the Customer and its Users, shall never exceed an amount equal to the such amount which the Customer has paid for access to the Service during the 6 months prior to the occurrence of the incident giving rise to the claim, or if the Agreement has not been in force for 6 months; an amount equal to 6 times the average monthly fee paid for such access by the Customer during the period in which the Agreement has been in force. The total, cumulative liability shall however never exceed an amount of DKK 50,000.
10. Indemnification
1. The Customer shall defend, indemnify, and hold harmless Desupervised from all damages, losses, liabilities, claims, costs, and expenses, including all attorney's fees, that arise from or relate to; (i) the Customer's use or misuse of, or access to, the Service; (ii) the Customer's violation of these Terms; (iii) disputes or issues the Customer or its Users may have with respect to the Customer's products or services; or (v) infringement by the Customer, or any third-party using the Customer's or Users associated with Customer's account or identity with the Service, of any intellectual property rights or other right of any person or entity. Desupervised is entitled, but not obligated, to assume the exclusive defense and control of any matter subject to indemnification by the Customer, in which event the Customer shall assist and cooperate with Desupervised in asserting any available defense.
11. Confidentiality and personal data
1. Both Desupervised and the Customer and Users shall keep and treat all exchanged data and any information about the other party, its Users, customers, and other affiliated parties strictly confidential. This duty of confidentiality shall survive and continue to obligate the parties after termination of the Agreement, irrespective of the grounds and reasons for the termination.
2. Provided the Customer provides its acceptance, Desupervised is entitled to use the name and trademarks of the Customer for reference use on its website in a loyal manner. The Customer agrees to provide a swift and reasonable answer to any request for such use sent to the Customer, at the e-mail address registered with the Service. The Customer further agrees, that if no answer is given within seven days to such request, this shall be deemed acceptance
3. Regarding Desupervised's processing of the Customer's or its Users' personal data the Desupervised Privacy Policy apply.
4. If the Customer uses the Desupervised Service for the operation of the ML models which have been created through the Service, and the Customer or its associated Users enters or uploads personal data into such ML models, Desupervised acts as a data processor for the Customer. In this regard please refer to the Desupervised Data Processor Agreement. The Customer agrees that certain limitations as to which data may be entered into or uploaded may apply.
12. Term and termination
1. The Agreement enters into force at the date of acceptance by the Customer. Such date is the first day of the initial Subscription Period.
2. The Subscription Period follows the calendar months, except for the initial Subscription Period, which commences at the date of entering the Agreement by the Customer, cf. section 12.1.
3. When a Subscription Period ends, a new Subscription Period automatically commences unless, prior to this, the Agreement has been terminated.
4. Both the Customer and Desupervised may at any time terminate the Agreement, with a notice to the end of the Subscription Period. Prepaid fee will be refunded at termination, neither in full nor in part.
5. Desupervised may at any time, notwithstanding the notice required, cf. section 12.4, suspend the Customer's use or terminate the Agreement without notice, in case of unacceptable use, cf. section 5.7, attempt to abuse the Service, attempt to access other users' data or other illegal or improper behavior. If the Customer's use of the Service is suspended or terminated, Desupervised will if possible, contact the Customer via the e-mail address provided by the Customer.
6. Upon termination of the Agreement, the Customer shall collect and download all Customer-generated data as well as any data entered or uploaded to the Service by the Customer or associated Users, which the Customer wishes to keep, from the Service. Such collection of data will be possible until 5 days after the end of the last Subscription Period, at which time all Customer generated data and data entered or uploaded by Customer or its associated Users, will be deleted by Desupervised.
13. Amendments
1. Desupervised may at any time amend or make changes to these Terms. If amendments or changes to the Terms are made, the Customer will be informed about this by e-mail to the address provided by the Customer, and a message about such amendments or changes will be posted on the Desupervised website.
2. An updated or amended version of the Terms will enter into force as of the commencement of the calendar month following the month in which the notification of the amended or changed Terms is provided to the Customer.
3. Continued use of the Service after the commencement date of the amended or changed Terms, cf. section 13.2, is deemed acceptance of the new Terms. If the Customer does not wish to accept the amended or changed Terms, the Customer may at any time terminate the Agreement, cf. section 12.4.
14. Law and Venue
1. The Agreement shall be governed by the laws of Denmark, excluding any provisions of the United Nations Convention of Contracts for Sale of Goods, and amendments thereto, and without regard to the choice of law rules of Danish law ("Applicable Law")
2. Any legal dispute arising out of or in connection with the Agreement shall be submitted to the ordinary courts of Denmark.