Terms of Service

    Date: 13.09.2021
    Version: 1.0

     

    These Terms of Service (these “Terms") govern subscription to and use of Valuer’s services.

    If you register for trial or “Free” usage of Valuer’s services, the applicable provisions of these terms will also govern that of the trial or “Free” subscription.

    By accessing or using Valuer’s websites and services, you accept or agree to these terms.

    If you are entering into or accepting these terms on behalf of a legal entity, you represent and warrant that you have the right, authority, and capacity to bind such entity and its affiliates to these terms, in which case, the term "Subscriber” shall refer to such entity and its affiliates.

    If you are entering into or accepting these terms on behalf of a legal entity for the “Free” version of the Services, you represent and warrant that you have the right, authority, and capacity to bind such entity and its affiliates to these terms, in which case, the term “Free subscriber” shall refer to such entity and its affiliates.

    If you do not have such authority, or if you do not agree to be bound by all of the provisions of these terms, access to Valuer’s services, in any of its subscription models, will not be permitted.

    ​1. Agreement

    These Terms of Service (these “Terms") are made by and between the party on whose behalf they are accepted ("Subscriber") and Valuer and are effective as of the date they are accepted by Subscriber.

    "Valuer” means Valuer ApS, CVR no. 38 40 93 36, with offices at Kristianiagade, 7, 2100, Copenhagen, Denmark.

    “Documentation” includes but is not limited to calculations, computer program code and other software, drawings, designs, plans, records, reports, documents, photos, typographical arrangements, models, contracts and other legal outputs, deliverables, agreements, printed, visual or electronic materials, reports, white papers, specifications, flow charts, code listings, instructions, user manuals, frequently asked questions, release notes, recall notices, error logs, diagnostic reports, marketing materials, packaging, labeling, service manuals and other information describing the use, operation, installation, configuration, features, functionality, pricing, marketing or correction of a product, whether or not provided to end-users.

    “Intellectual Property” means all intellectual property rights arising from or associated with the following, whether created, protected, or arising under the laws of the United Kingdom or any other jurisdiction:

    (a) trade names, trademarks and service marks (whether registered or unregistered), domain names and other internet addresses or identifiers, trade dress and similar rights and applications to register any of the foregoing (collectively, “Marks”);

    (b) patents and patent applications and rights in respect of utility models or industrial designs (collectively, “Patents”);

    (c) copyrights (whether registered or unregistered) and registrations and applications therefor (collectively, “Copyrights”);

    (d) know-how, inventions, discoveries, methods, processes, techniques, methodologies, formulae, algorithms, technical data, specifications, research, and development information, technology, databases and other proprietary or confidential information, including customer lists, in each case that derives economic value (actual or potential) from not being generally known to other persons who can obtain economic value from its disclosure, but excluding any Copyrights or Patents that cover or protect any of the foregoing (collectively, “Trade Secrets”); and

    (e) any other proprietary, intellectual, or industrial property rights of any kind or nature that do not comprise or are not protected by Marks, Patents, Copyrights, or Trade Secrets.

    The complete subscription agreement including the "Service Order and/or Contract" and the Terms (the "Agreement") is made for the purpose of granting Subscriber a limited subscription to use Valuer’s platform and reporting functionalities (the "Services").

     

    2. Trial or “Free” account

    All trial or “Free” accounts are provided “as is'' and “as available” without any warranty of any kind.

    Trial or “Free” accounts may be suspended, terminated, or discontinued at any time and for any reason (or no reason).

    Valuer disclaims all obligation and liability under the agreement (including liability otherwise provided for under section 12 (limitation of liability) for any harm or damage arising out of or in connection with a trial or “Free” account, including any obligation or liability with respect to Subscriber non-personal data.

    Valuer’s indemnity obligations under section 15 (Indemnification) do not apply to trial or “Free” accounts.

    3. Valuer’s Obligations

    3.1 Services

    Valuer will make the Services available to Subscriber according to one or more online or written ordering documents (each a ""Service Order and/or Contract"). The Agreement includes all "Service Orders and/or Contracts" incorporating the Agreement.

    For Services available to trial or “Free Subscriber” accounts, the Services are made available according to Section 2 of these Terms and Conditions.

    3.2 Compliance with Laws

    Valuer will comply with laws and governmental regulations of the European Union and Denmark.

    3.3 Personnel and Performance

    Valuer will be responsible for the performance of its personnel (including employees and contractors) and their compliance with the Agreement.

    Valuer enters into the Agreement on behalf of itself and its Affiliates.

    An “Affiliate” of a party is any entity

    (a) that the party Controls;

    (b) that the party is Controlled by; or

    (c) with which the party is under common Control, where “Control” means direct or indirect control of fifty percent (50%) or more of an entity’s voting interests (including by ownership).

    3.4 Security Measures

    Valuer will maintain administrative, physical, and technical safeguards for the security and integrity of the Services (the "Security Measures") consistent with industry-standard practices.

    Valuer will store, process, transmit and disclose data and configurations submitted to the Services on behalf of Subscriber ("Subscriber Data") only according to the Agreement and the Documentation.

    The Services, independent of Subscriber Data, will not transmit code, files, scripts, agents, or programs intended to do harm, including, viruses, worms, time bombs, and Trojan horses ("Malicious Code").

    ​3.5 Protection of Subscriber Personal Data

    To the extent Valuer processes any Subscriber Personal Data, as defined in the Data Processing Agreement (the “DPA"), contained in Subscriber Data on behalf of Subscriber, the terms of the Data Processing Agreement, which are incorporated herein by reference, will apply and the parties agree to comply with such terms provided, however, that if Subscriber and Valuer have previously entered into a separate General Data Protection Regulation (EU) 2016/679 compliant data processing agreement or addendum, the terms of such existing data processing agreement or addendum will continue to apply unless the parties expressly agree to replace that DPA by signing this DPA.

    For purposes of the Standard Contractual Clauses attached to the DPA, when and as applicable, Subscriber and its applicable Affiliates are each the "data exporter”, and Subscriber’s acceptance of these Terms and as applicable Affiliate’s signing of a "Service Order and/or Contract", will be treated as signing of the Standard Contractual Clauses and their appendices.

     

    4. Subscriber’s Obligations

    4.1 Subscriber Data

    As between Valuer and Subscriber, Subscriber is responsible for Subscriber Data and the provision of Subscriber Data to the Services according to the Agreement.

    4.2 Personnel and Performance

    Subscriber will be responsible for the performance of its personnel (including employees and contractors) in compliance with the Agreement.

    Subscriber enters into the Agreement on behalf of its Affiliates that make use of the Services.

    ​4.3 Non-Valuer Services

    Subscriber may choose to use services not provided by Valuer ("Non-Valuer Services") with the Services and in doing so grants Valuer permission to interoperate with the Non-Valuer Services as directed by Subscriber or the Non-Valuer Services.

    Unless specified in a "Service Order and/or Contract":

    (a) Valuer does not warrant or support Non-Valuer Services,

    (b) as between Valuer and Subscriber, Subscriber assumes all responsibility for the Non-Valuer Services and any disclosure, modification, or deletion of Subscriber Data by the Non-Valuer Services and

    (c) Valuer shall have no liability for, and Subscriber is not relieved of any obligations under the Agreement or entitled to any refund, credit, or other compensation due to any unavailability of the Non-Valuer Services or any change in the ability of Valuer to interoperate with the Non-Valuer Services.

    4.4 Responsibilities

    Subscriber

    (a) shall comply with the Valuer Acceptable Use Policy (the "AUP"): Valuer’s services shall not be used by any person or entity:

    (i) in any way that violates any applicable national, federal, state, local, or international law or regulation;
    for fraudulent purposes;

    (ii) to store, publish, display or transmit material in violation of third-party privacy rights;

    (iii) to share content or engage in behavior that violates anyone’s Intellectual Property Right ("Intellectual Property Rights" means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights);

    (iv) to send unsolicited messages or postings, including bulk commercial advertising or informational announcements and "spam", on behalf of Valuer;
    to compromise or attempt to compromise the security of any Valuer or third party network, system, server, or account;

    (v) to impersonate or attempt to impersonate Valuer, Valuer’s personnel, another subscriber or user, or any other person or entity; or in any way that restricts or inhibits anyone's use or enjoyment of Valuer’s services or which, as determined by Valuer, may harm Valuer or users of Valuer’s services or expose them to liability.

    (b) shall use the Services in accordance with the Agreement;

    (c) shall be responsible for technical and organisational measures to prevent unauthorized access to or use of the Services;

    (d) shall promptly notify Valuer of any unauthorized access or use of the Services;

    (e) shall not use the Services to transmit or display data provided by the Services for fraudulent purposes or in violation of applicable laws and governmental regulations;

    (f) shall not make the Services available to, or use the Services for the benefit of, anyone other than Subscriber’s own personnel or end-users;

    (g) shall not use the Services to store, transmit or display Malicious Code;

    (h) shall not interfere with or disrupt the integrity or performance of the Services or any third-party technology contained therein;

    (i) shall not attempt to gain unauthorized access to any of Valuer’s data centers, systems, or networks;

    (j) shall not permit direct or indirect access to or use the Services in a way that circumvents a usage or capacity limit of the Services or use the Services to access or use any of Valuer’s intellectual property, except as permitted under the Agreement;

    (k) shall not share, sell, resell, license, sublicense, distribute, redistribute, rent, lease  or make publicly available the Services and the Documentation that results from the use of the Services, unless stated in the Agreement;

    (l) subject to Section 8.2 (Valuer Software), shall not copy, modify or create a derivative work of the Services or any part, feature, function, or user interface thereof;

    (m) shall not access the Services or any result or deliverable, physical or digital, of the use of the Services to develop a competitive product or service;

    (n) subject to Section 8.2 (Valuer Software), except as permitted by applicable laws or governmental regulations, shall not reverse engineer, decompile, transfer, disassemble or otherwise attempt to extract any or all of the source code of the Services;

    (o) shall not alter, remove or obscure any copyright, trademark, or other proprietary notices or confidentiality legend on the Services;

    (p) shall obtain and maintain appropriate equipment and ancillary services needed to connect to, access, or otherwise use the Services, including modems, hardware, servers, software, operating systems, and internet access;

    (q) obtain and maintain any required consents necessary to permit the processing of Subscriber Data by Valuer under the Agreement; and

    (r) obtain and maintain any consents necessary to permit the processing by Valuer of the personal information of Subscriber’s personnel that serve as Subscriber’s designated contact for purposes of the Services and the Agreement.

    4.6 Service Notices

    If Valuer becomes aware that Subscriber may violate Subscriber’s obligations under this Section 4 (Subscriber’s Obligations), Valuer will notify the Abuse Contact by email (the "Service Notice") and request Subscriber to take reasonably appropriate action, including ceasing problematic usage, changing a configuration, updating account credentials or removing applicable Subscriber Data.

    If Subscriber fails to comply with a Service Notice within the time period set forth in the Service Notice, Valuer may block Subscriber’s access to the Services until the requested action is taken.

    If Subscriber fails to take the required action within ten (10) days or fails to comply with Subscriber’s obligations under this Section 4 (Subscriber’s Obligations) on two or more occasions during any rolling twelve (12) month period, Valuer may terminate the Agreement immediately for cause.

    Valuer also responds to notices of alleged copyright infringement and may block access to the applicable Service or terminate accounts of repeat infringers. All limitations of access, suspensions, and terminations for cause shall be made in Valuer’s sole discretion and Valuer shall not be liable to Subscriber or any third party for any termination of Subscriber’s account or access to the Services.

     

    5. Term and Termination

    5.1 Term

    Unless a term is specified in the "Service Order and/or Contract" that incorporates the Agreement, the Agreement commences on the Effective Date and shall thereafter be valid and continue in force for an indefinite period of time until terminated by either Party.

    Any termination of this Agreement shall be made in writing or through the platform.

    5.2 Termination for Cause

    In addition to Valuer’s right to terminate the entire Agreement under Section 4.6 (Service Notices), Subscriber or Valuer may terminate the entire Agreement for cause

    (a) upon 30 days written notice to the other of a material breach if the breach remains uncured at the expiration of the notice period or

    (b) if the other party:

    (i) becomes the subject of a proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors, which may include Valuer, to the extent permitted by applicable laws or governmental regulations,

    (ii) goes out of business or

    (iii) ceases its operations.

    5.3 Survival

    Any term or condition that by its nature is clearly intended to survive the expiration or termination of the Agreement, shall survive any expiration or termination of the Agreement, including

    (a) Sections 4.5(j), (k), (n), (o) and (p) (Subscriber’s Obligations),

    (b) Section 6.1 (Fees),

    (c) Section 6.5 (Refund or Payment upon Termination),

    (d) Section 7 (Confidentiality),

    (e) Section 8 (Licenses and Proprietary Rights),

    (f) Section 12 (Limitation of Liability),

    (g)Section 13 (Exclusion of Consequential and Related Damages) and

    (c) Section 15 (Indemnification).

     

    6. Fees and Payment

    6.1 Fees

    Subscriber will pay all fees specified in "Service Order and/or Contract", and provide accurate and updated billing contact information.

    All fees payable shall be made in Danish Krones, Euros, US Dollars, or other currencies, depending on the circumstances as set forth in the "Service Order and/or Contract".

    Payments by the Subscriber will be made either through a credit card or through an invoice issued by Valuer. Valuer does not accept payments through any type of checks or in cash.

    Minimum commitments in "Service Order and/or Contract" is:

    (a) based on Services purchased and not actual usage;

    (b) paid in advance;

    (c) non-cancelable;

    (d) non-refundable;

    (c) cannot be decreased during the specified term.

    Fees paid for minimum commitments are not refundable.

    Subscriber’s payments of fees are neither

    (a) contingent on the delivery of any future functionality or features nor

    (b) dependent on statements not set forth in the Agreement or any "Service Order and/or Contract".

     

    6.2 Invoicing Terms

    If the "Service Order and/or Contract" specifies that payment will occur by invoice, Subscriber shall be invoiced and the Effective Date of the start of the use of the Services begins with the confirmation of the Bank stated in the invoice of the payment of the invoiced amount.

    Subsequently, Valuer will invoice Subscriber according to the billing frequency stated in the "Service Order and/or Contract.

    Invoices to be paid by credit card are due on the invoice date or the first business day of the month, whichever comes first.

    All other invoices are due net 20 days from the invoice date or the first business day of the month, whichever comes first.

    If Subscriber is paying for Services by invoice, the claim by Subscriber that the lack of payment or late payment was due to the fact that the invoice was not received, in any way precludes Subscriber from payment of the agreed-upon amount to the agreed-upon Valuer bank account before the end of the last billing cycle.

    It is, therefore, the responsibility of the Subscriber to take into account the delays of the inter-bank transaction system that applies to Subscriber when paying the due amount in the due date, as set in these Terms and the “Service Order and/or Contract”. Any payments that are not concluded due to the delays of the inter-bank transaction system will be considered as late payments by Valuer.

    If any invoiced amount is not received by Valuer by the due date, then without limiting Valuer’s rights or remedies:

    (a) those charges may accrue late interest to be charged according to Danish regulation;

    (b) Valuer may condition future subscription renewals and "Service Order and/or Contract"s on shorter payment terms.

    If Subscriber is paying for Services by credit card, Subscriber will provide Valuer’s authorized payment processor with valid credit card information and promptly notify Valuer’s authorized payment processor of any changes necessary to charge the credit card.

    The provision of credit card information to Valuer’s authorized payment processor authorizes Valuer, through its authorized payment processor, to charge the credit card for all Services specified in a "Service Order and/or Contract", and any renewal subscription.

    Subscriber acknowledges that Valuer will not have access to Subscriber’s credit card information.

    6.3 Suspension of Service and Acceleration

    If any amount owed by Subscriber is 30 or more days overdue (or 15 or more days overdue in the case of invoices to be paid by credit card), Valuer may, without limiting any rights and remedies, accelerate Subscriber’s unpaid fee obligations to become immediately due and payable, and block the provision of Services to Subscriber until the overdue amounts are paid in full.

    Valuer will give Subscriber at least 10 days prior notice that its account is overdue, in accordance with Section 18 (Manner of Giving Notice), before blocking Services to Subscriber.

    6.4 Payment Disputes

    Valuer will have discretion whether to exercise any rights to block Services, accelerate payments, impose late charges or change payment terms under Section 6.2 (Invoicing Terms) and Section 6.3 (Suspension of Service and Acceleration) with respect to an overdue amount for so long as Subscriber is disputing the overdue amount in good faith.

    The parties shall cooperate diligently to resolve the dispute.

    6.5 Refund or Payment upon Termination

    If Subscriber terminates the Agreement in accordance with Section 5.2 (Termination for Cause), Valuer will not refund any prepaid fees covering the remainder of the term of all "Service Order and/or Contract"s after the effective date of termination.

    If the Agreement is terminated by Valuer in accordance with Section 5.2 (Termination for Cause), Subscriber will pay any unpaid fees covering the remainder of the term of all "Service Order and/or Contract"s. In no event will termination relieve Subscriber of its obligation to pay any fees payable for the period prior to the effective date of termination.

    If Subscriber terminates without cause prior to the end of the then-current term, Subscriber shall be immediately liable for the balance of the fees for the remainder of the term, in case of a tiered payment, or shall not be able to claim a refund for the balance of the fees for the remainder of the term, in case of a flat payment.

    6.6 Taxes and Payment Processing Fees

    Fees for Services do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes assessable by any jurisdiction whatsoever (collectively, "Taxes").

    Fees for Services also do not include any “Payment Processing Fees” (e.g. from the use of third-party payment services or any other type of transfer fees).

    Subscriber is responsible for paying all “Taxes” and any “Payment Processing Fee” associated with the use of the Valuer Services required by Subscriber, as determined in the “Service Order and/or Contract” between Valuer and Subscriber.

    If Valuer is obligated by law to pay or collect Taxes for which the Subscriber is responsible, Valuer will invoice the Subscriber and the Subscriber will pay that amount unless the Subscriber can provide a valid tax exemption certificate authorized by the appropriate taxing authority. Subscriber will provide Valuer any information Valuer reasonably requests to determine whether Valuer is obligated to collect Taxes. Valuer is solely responsible for taxes assessable against its income, property, and employees.

     

    7. Confidentiality

    7.1 Confidential Information

    “Confidential Information” means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in any other form, be it digital or paper, that is designated as confidential or, given the nature of the information and the circumstances of disclosure, should be understood to be confidential. Subscriber’s Confidential Information includes the Subscriber Data; Valuer’s Confidential Information includes the Services; and Confidential Information of each party includes but is not limited to the terms and conditions of the Agreement and all "Service Order and/or Contract"s and/or Contracts, including pricing, business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by each party in connection with the Agreement.

    Confidential Information does not include information that:

    (a) is at the time of disclosure, or later becomes, generally known to the public through no fault of Receiving Party;

    (b) was known to the Receiving Party with no obligation of confidentiality prior to disclosure by Disclosing Party, as proven by records of Receiving Party;

    (c) is disclosed to Receiving Party by a third party who did not directly or indirectly obtain the information subject to any confidentiality obligation; or

    (d) is at any time independently developed by Receiving Party without the use of Disclosing Party’s Confidential Information as proven by records of Receiving Party.

    7.2 Protection of Confidential Information

    Except as provided in Section 7.3 (Compelled Disclosure) Receiving Party shall not disclose or otherwise make available any Confidential Information of Disclosing Party to anyone except those of its employees, directors, attorneys, agents, and consultants who:

    (a) need to know the Confidential Information in connection with the purpose of the Agreement and;

    (b) who have previously agreed to be bound by confidentiality obligations no less stringent than those in the Agreement.

    Each party shall:

    (i) safeguard all Confidential Information of the other party with at least the same degree of care (but no less than reasonable care) as it uses to safeguard its own confidential information and;

    (ii) not use any Confidential Information of the other party for any purpose outside the scope of the Agreement.

    7.3 Compelled Disclosure

    If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, then to the extent legally permitted, Receiving Party shall provide Disclosing Party with prior notice of the compelled disclosure and reasonable assistance, at Disclosing Party’s cost, if Disclosing Party wishes to contest the compelled disclosure.

    Any compelled disclosure shall be limited to the extent required and shall be subject to confidentiality protections to the extent practicable.

    If Receiving Party is compelled by law to disclose Disclosing Party’s Confidential Information as part of a civil proceeding to which Disclosing Party is a party, and Disclosing Party is not contesting the disclosure, Disclosing Party will reimburse Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

     

    8. Licenses and Proprietary Rights

    8.1 Subscriber Data

    Subscriber grants Valuer a worldwide, nonexclusive, revocable, and limited license to store, copy, transmit, and display Subscriber Data, personal and non-personal, and to interoperate with any Non-Valuer Services as necessary in order for Valuer to provide the Services in accordance with the Agreement and to the extent of the applicable legal framework.

    Subject to this limited license and the Data Protection Agreement on the processing of personal data (the “DPA”), Valuer acquires no right, title, or interest from the Subscriber under the Agreement in or to Subscriber Data.

    8.2 Valuer Software

    Except solely with respect to open source software Valuer makes available ("Open Source Software"), including language-specific codes that enable easy communication with Valuer Services, Valuer grants Subscriber a limited non-exclusive, non-transferable, non-sublicensable license to use Valuer Services solely in connection with the subscribed Services in accordance with the Agreement.

    8.3 Feedback

    Subscriber grants to Valuer worldwide, perpetual, irrevocable, royalty-free permission to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Subscriber.

    8.4 Proprietary Rights

    All rights, title, and interest in the Services, including, but not exclusive to, technology (including any information beyond the points of access to the Services) and trade secrets embodied therein and any Content or developments created or provided in connection with or related to the Services, including all copyrights, patents, trade secrets, trade dress and other proprietary rights, and any derivative works thereof, shall belong solely and exclusively to Valuer or its affiliates, and Subscriber shall have no rights whatsoever in any of the foregoing.

    Subscriber acknowledges that the Service constitutes a valuable trade secret and/or is the confidential information of Valuer or its affiliates.

    Nothing in this Agreement or otherwise will be deemed to grant to Subscriber an ownership interest in the Service, in whole or in part.

    All Content and materials included as part of the Service, such as text, graphics, logos, button icons, images, audio clips, information, data, forms, photographs, graphs, videos, typefaces, graphics, music, sounds, and other material, and software (the “Documentation”) are the property of Valuer or its content suppliers and is protected by copyrights, trademarks, trade secrets, or other proprietary rights and these rights are valid and protected in all forms, media and technologies existing now or hereinafter developed.

    All Documentation is copyrighted as individual works and as a collective work under U.S. and EU copyright law and international treaty provisions, and Valuer owns a copyright in the selection, coordination, arrangement, and enhancement thereof.

    Subscriber may not modify, remove, delete, augment, add to, publish, transmit, adapt, translate, participate in the transfer or sale of, create derivative works from, or in any way exploit any of the Works, in whole or in part.

    Any use other than as contemplated herein, including the reproduction, modification, distribution, transmission, adaptations, translation, republication, display, or performance, of the Documentation, except as specifically permitted herein, is strictly prohibited unless included in the value-added services provided by your company to your clients.

    In the case of use of copyrighted work by Valuer on value-added services provided by the Subscriber to its clients, a mention of the Documentation where such work resulted from should be included in recognition of Valuer’s Services and its proprietary rights towards the content included therein on proprietary products of the Subscriber.

    You understand and acknowledge that unauthorized disclosure, use, or copying of the proprietary products and services provided pursuant to this Agreement may cause Valuer and its affiliates irreparable injury, which may not be remedied at law, and you agree that Valuer and its affiliates may seek remedies for breach of this Agreement.

    8.5 Services Report Usage

    Valuer documentation cannot be shared

    (a) outside Subscriber’s company or

    (b) via email, internet posting, news, reports, or any other kind of external information publishing, storage and retrieval systems.

    If the Subscriber would like to share data of any kind obtained through the usage of Valuer Services outside of Subscriber’s company, Subscriber may excerpt or reference Valuer as the source of the documentation in all external documentation sent with information obtained using Valuer’s Services.

    If Subscriber has used information obtained from the usage of Valuer Services according to these Terms and has aggregated that information in any way, the above still applies, as long as the aggregated data contains data obtained through the usage of Valuer Services.

    This clause applies to both value-added and free services provided to Subscriber by Valuer.

     

    9. Anti-corruption

    Subscriber has not received or been offered any bribe, illegal or improper payment, gift, or thing of value from any Valuer personnel or agents in connection with the Agreement, other than reasonable gifts and entertainment provided in the ordinary course of business. If the Subscriber becomes aware of any violation of the above restriction, the Subscriber will promptly notify Valuer at info@Valuer.

     

    10. Limitation of Liability

    Except for

    (i) infringement or misappropriation of the other party's intellectual property rights, including trade secrets;

    (ii) intentional misconduct or gross negligence; or

    (iii) any other liability that may not be limited under applicable law (the "Excluded Matters"), in no event will Valuer be liable for any loss or unavailability of or damage to data, lost revenue, lost profits, failure to realize expected savings, damage to reputation, business interruption, downtime costs or any indirect, incidental, consequential, special, punitive, exemplary or any similar type of damages arising out of or in any way related to the Agreement, the use or the inability to use the Services, even if advised of the possibility of such damages.

    SUBSCRIBER ASSUMES ALL RESPONSIBILITY FOR THE SELECTION OF VALUER SERVICES TO ACHIEVE SUBSCRIBER’S INTENDED RESULTS.

     

    11. Warranties

    11.1 Services Warranty

    In addition to its obligations under Section 3 (Valuer’s Obligations), Valuer warrants that during the term of each "Service Order and/or Contract" that:

    (a) the Services will perform materially in accordance with the applicable Documentation,

    (b) the Services will be provided in accordance with the "Service Order and/or Contract" and/or Agreement,

    (c) the overall effectiveness of the Security Measures will not be decreased and,

    (d) Valuer will not materially decrease the overall functionality of the Services.

    The warranty does not apply:

    (i) to unavailability of Services caused by factors outside of Valuer’s reasonable control, including those set forth in Section 21 (Force Majeure);

    (ii) to unavailability of the Services that result from Non-Valuer Services, equipment and/or software of third parties where such equipment and/or software is not within the control of Valuer;

    (iii) to unavailability of the Services caused by abuse or misuse of the Services (or any component thereof) by Subscriber or Subscriber’s personnel or end-users;

    (iv) to unavailability of the Services caused by use or maintenance of the Services (or any component thereof) by Subscriber in a manner not conforming to the requirements described in the Documentation or in the Agreement;

    (v) to unavailability of the Services caused by modifications to Valuer Software by Subscriber, its personnel, or end-users;

    (vi) to unavailability of the Services due to reaching the maximum capacity of the contracted infrastructure; or

    (vii) for any usage where Subscriber has not used the latest version of Valuer Software.

    Except as expressly set herein, Valuer and its affiliates disclaim all other warranties and conditions, expressed or implied, statutory or otherwise, including, without limitation, the implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement, and whether arising by statute or in law or as a result of a course of a dealing or usage of trade with respect to the Services (including the provision of or failure to provide any such services).

    No warranty is made regarding the results of the platform or the related services or that all errors in the Services will be corrected, or that the Services’ functionality will meet Subscriber’s full requirements.

    Subscriber acknowledges responsibility to regularly update its own computer system that is using the Services

    Without limiting Valuer’s obligations pursuant to Section 3 (Valuer’s Obligations), the Subscriber’s exclusive remedies for a breach of a warranty in this Section 14.1 (Services Warranty) shall be to exercise the express rights described in Section 5.2 (Termination for Cause).

    11.2 Support Services Warranty

    Support services by Valuer to Subscriber will be performed in a professional and workmanlike manner, in accordance with generally accepted industry standards.

    Subscriber’s exclusive remedies for breach of the warranty in this Section 14.2 shall be either

    (a) re-performance of the support Services by Valuer;

    (b) to exercise the express rights described in Sections 5.2 (Termination for Cause).

     

    13. Indemnification

    Without duplication of any obligation of Subscriber under the Agreement in its totality, in addition to amounts payable as provided herein, Subscriber hereby agrees to protect, indemnify, pay, and save harmless Valuer from and against any and all claims, demands, liabilities, damages, losses, costs, charges and expenses (including reasonable fees, expenses and disbursements of counsel and allocated costs of internal counsel) which Valuer may incur or be subject to as a consequence, direct or indirect, of

    (i) the use of the Services provided by Valuer by Subscriber that results in claims, demands, liabilities, damages, losses, costs, charges, and expenses to Subscriber or any third party to which the Subscriber provided services that, directly or indirectly, involve the use of the Services by Subscriber; nor

    (ii) the gross negligence or willful misconduct of the use of the Services provided by Valuer that result in claims, demands, liabilities, damages, losses, costs, charges and expenses to Subscriber or any third party to which the Subscriber provided services that, directly or indirectly, involve the use of the Services by Subscriber.

    The normal use of services or the gross negligence or wilful misconduct of the use of the Services provided by Valuer may result in legal proceedings against Subscriber if it is found by Valuer that it results in any claims, demands, liabilities, damages (including reputational), losses, costs, charges and expenses to Valuer as a result of the actions taken by the Subscriber whilst using the Services as described herein.

     

    14. Privacy Notice

    Valuer will process personal information in accordance with its privacy policy available at https://www.valuer.ai/privacy-notice, when processing personal information (the "Privacy Notice").

     

    15. Assignment

    15.1 

    Neither party may assign any of its rights or obligations under the Agreement, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld) provided, however, either party may assign the Agreement in its entirety, without the other party’s consent

    (a) to its Affiliate or

    (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

    Notwithstanding the immediately preceding sentence, if a party is acquired by, sells all or substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may, but is not required to, terminate the Agreement upon written notice.

    In the event of such a termination by Valuer, Valuer will not refund to Subscriber any prepaid but unused fees covering the remainder of the term of all "Service Order and/or Contract"s after the effective date of such termination.

    15.2

    The Agreement will bind and enure to the benefit of the parties, their respective successors, and permitted assigns.

     

    16. Manner of Giving Notice

    16.1 Updates

    Updates to the Documentation on the platform and website will be effective upon posting. Notice may be given at the discretion of Valuer.

    Material updates to the Privacy Notice will become effective immediately after posting (unless the changes to the Privacy Notice are made to comply with applicable laws and governmental regulations in which case, will become effective immediately).

    16.2

    Except as otherwise specified in the Agreement, all notices, permissions, and approvals shall be in writing and shall be deemed to have been given upon

    (a) request through the platform;

    (b) the second business day after mailing; or

    (c) the day of sending by email.

    Billing-related notices to Subscriber shall be addressed to the relevant billing contact designated by Subscriber.

    All other Services-related notices to the Subscriber shall be addressed to the relevant contact person designated by Subscriber in writing. Legal Notices to Valuer should be addressed to legal@valuer.ai or Valuer AsP, Kristianiagade, 7, 2100, Copenhagen, Denmark, as applicable.

     

    17. Governing Law and Jurisdiction

    The Agreement shall be governed by and construed in accordance with the controlling laws of (i) Denmark, excluding rules governing conflict of law and choice of law. The courts in Copenhagen, Denmark shall have exclusive jurisdiction to adjudicate any dispute arising out of the Agreement.

    Each party hereto expressly consents to the personal jurisdiction of, and venue in, such court and service of process being effected upon it by registered mail sent to the Legal Notice address provided by such party under the Agreement.

     

    18. Publicity

    Subscriber consents to Valuer’s use of Subscriber’s name and logo and general description of Subscriber’s relationship with Valuer in press releases and other marketing materials and appearances.

    Subscriber further permits Valuer to use it as a reference account for marketing purposes.

     

    19. Force Majeure

    Except for payment obligations under the Agreement, neither party will be liable for failure to perform or inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control, including, for example, an act of God, natural disaster, act of war or terrorism, riot or civil arrest, labor conditions, governmental action, disruption of telecommunications, failure or delay of internet services providers or internet disturbance, disruption of power or other essential services.

     

    20. Relationship of the Parties.

    Unless otherwise stated in any part or parts that make up the Agreement, the parties are independent contractors. As such, unless stated otherwise, the Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

     

    21. Third-Party Beneficiaries

    There are no third-party beneficiaries under the Agreement, Acceptable Use Policy, or the Documentation.

     

    22. Entire Agreement

    The Agreement supersedes all prior and contemporaneous agreements, contracts, proposals, or representations, written or oral, concerning its subject matter.

    In the event of any conflict or inconsistency among the following, the order of precedence shall be:

    (i) the Agreement, including "Service Order and/or Contract"

    (ii) the DPA,

    (iii) the Documentation,

    (iv) the Acceptable Use Policy and

    (v) the Privacy Notice.

    Valuer and Subscriber each represent that it has validly entered into or accepted the Agreement and has the legal power to do so.

    Valuer may modify these Terms from time to time. Any and all changes to these Terms will be posted at terms of service and the Terms will indicate the date they were last updated and their effective date.

    Subscriber is deemed to accept and agree to be bound by any changes to the Agreement when Subscriber uses the Service after the effective date of those changes.

    Notwithstanding the foregoing, in the event that the parties enter into, or have entered into a separate formal written subscript agreement, the terms of that agreement shall control over the terms of the Agreement unless the parties expressly agree to supersede such agreement with this Agreement.

    Any term or condition stated in a Subscriber purchase order or other Subscriber order documents (excluding "Service Order and/or Contract") is void.

    No failure or delay by either party in exercising any right under the Agreement will constitute a waiver of that right. If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of the Agreement will remain in effect.

    All references in the Agreement to “including” not specifically mentioned as such are to mean “including but not limited to”.