This Master Subscription Agreement (“MSA”) is effective as of the effective date of an applicable signed order form (“Order Form” and such date the “Effective Date”) and is by and between Unhaze ApS, a Danish company with registry number 40934189 headquartered in Copenhagen (“Unhaze”), and the customer (i) set forth on the Order Form or (ii) who registers for the Services and accepts this MSA (each, a “Customer”) (each a “Party” and together the “Parties”). In the event of any inconsistency or conflict between the terms of the MSA and the terms of any Order Form, the terms of the Order Form control. If Customer is provided with access to the Services on a trial basis either as a free trial or through a paid or free pilot period (“Trial Services”), the section of this Agreement entitled “Trial Services” will govern such access and, unless as otherwise indicated on an applicable Order Form, certain of Unhaze’s obligations under this MSA will not apply, as further described below.
BY INSTALLING, INTEGRATING OR OTHERWISE USING THE UNHAZE PLATFORM, YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT USE THE UNHAZE PLATFORM.
The Unhaze platform is subject to copyright protection and other intellectual property rights. The company names, trade names, logos and all product names are trademarks owned by Unhaze and any misuse of these trademarks is expressly forbidden.
The “Services” mean the products and services that are ordered by Customer from Unhaze in an Order Form referencing this MSA or, if applicable, the Trial Services that are made available to Customer. Services exclude any products or services provided by third parties, even if Customer has connected those products or services to the Services.
Unhaze hereby grants Customer a non-exclusive, non-transferable, non-sublicensable right to and license to access and use the Services as set forth in the Order Form or on a Trial Services basis all subject to the terms and conditions of this MSA and the Order Form (if applicable). Customer may access and use the Unhaze platform only for its internal business purposes and only if Customer complies with the terms of this Agreement.
Customer may designate and provide access to the Services to employees, agents, or authorized contractors (each a “User”). Customer is responsible for all actions on Users' accounts and for Users' compliance with this Agreement. Customer is responsible for all use and misuse of the Services by Users and for adherence to all terms of this MSA by any Users, and references to Customer herein will be deemed to apply to Authorized Users as necessary and applicable. Customer and Users must protect the confidentiality of their passwords and login credentials. Customer will promptly notify Unhaze if it suspects or knows of any fraudulent activity with its accounts, passwords, or credentials, or if they become compromised. Users are strictly prohibited from sharing their accounts or account passwords and their doing so is a material breach of this MSA by Customer.
Customer may, under this MSA, provide suggestions, enhancement requests, recommendations about the Services, or other feedback to Unhaze (the “Feedback”) in which case Customer gives Feedback "AS IS". Unhaze may use all Feedback freely without any restriction or obligation and Customer provides Unhaze a royalty-free, worldwide, transferable, sub-licensable (through multiple layers), assignable, irrevocable and perpetual license to implement, use, modify, commercially exploit, or otherwise use any Feedback. Unhaze also reserves the right to seek intellectual property protection for any features, functionality or components that may be based on or initiated by such Feedback.
In addition, Unhaze may collect and analyze information about the provision, use, and performance of the Services and related offerings based on Customer's or User's use of the Product (“Usage Data”). Unhaze may freely use Usage Data to maintain, improve, and enhance Provider's products and services without restriction or obligation. However, Unhaze may only share Usage Data with others if the Usage Data is aggregated and does not identify Customer or Users.
(a) Except as expressly permitted by this Agreement, Customer will not (and will not allow any anyone else to): (i) reverse engineer, decompile, or attempt to discover any source code or underlying ideas or algorithms of the Services (except to the extent Applicable Laws prohibit this restriction); (ii) provide, sell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Services; (iii) remove any proprietary notices or labels; (iv) copy, modify, or create derivative works of the Services; (v) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Services; (vi) access accounts, information, data, or portions of the Services to which Customer does not have explicit authorization; (vii) use the Services to develop a competing service or product or provide access to the Services to an individual associated with a competitor of Unhaze; (viii) use the Services with any High Risk Activities or with activity prohibited by Applicable Laws; (ix) use the Services to obtain unauthorized access to anyone else’s networks or equipment; (x) upload, submit, or otherwise make available to the Services any Customer Content to which Customer and Users do not have the proper rights;(xi) encumber, sublicense, transfer, rent, lease, time-share or use the Services in any service bureau arrangement or otherwise for the benefit of any third party; or (xii) permit any third party to engage in any of the foregoing proscribed acts. Customer will promptly notify Unhaze of any violations of the above prohibited uses by a User or a third party and require such User or third party to immediately cease any such use. Unhaze reserves the right to suspend Customer and/or User’s access to the Services in the event Unhaze suspects Customer or a User is in breach of this MSA.
If Customer is granted access to Trial Services, Unhaze will make the applicable Trial Services available to Customer pursuant to this MSA starting from the Effective Date until the earlier of: (a) the end of the Trial Services period communicated to Customer; (b) the start date of any Order Form executed by Customer for Service(s) or (c) termination by Unhaze in its sole discretion.
NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION” SECTION BELOW, FREE TRIAL SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND UNHAZE SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE TRIAL SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE UNHAZE’S LIABILITY WITH RESPECT TO THE TRIAL SERVICES SHALL NOT EXCEED $1,000.00. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO UNHAZE AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE TRIAL SERVICES, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.
Before submitting Personal Data governed by GDPR, Customer must enter into a data processing agreement with Provider (“DPA”). If the parties have a DPA, the terms of the DPA will control each party's rights and obligations as to Personal Data and the terms of the DPA will control in the event of any conflict with this Agreement. Customer will not (and will not allow anyone else to) submit Prohibited Data to the Product unless authorized by an Order Form.
Customer will pay the fees specified in the Order Form (the “Fees”).
Unless stated otherwise on the Order Form, Customer shall keep a payment method on file with Unhaze for payment of Fees. Unhaze shall invoice Customer for Fees, either within the Services or directly, within thirty (30) days of the Effective Date, the start of the Renewal Term (as defined below), or otherwise as specified in the Order Form. Customer shall pay all invoiced Fees (i) charged automatically via the payment method associated with the Unhaze Account or (ii) if agreed otherwise in writing by both parties, upon receipt of such invoice. In the event of non-payment of Fees by Customer for thirty (30) days after the due date of an invoice, Customer’s access to the Services may be immediately suspended and Customer must pay the entire remaining balance of Fees to regain access to the Services.
Aff fees are exclusive of VAT and other applicable duties, taxes, and levies which shall be paid by the Customer.
Unhaze may change prices for the Services from time to time at its sole discretion. Any price changes will be effective upon the commencement of Customer’s next Renewal Term; provided, that Unhaze shall provide Customer with reasonable notice of any such fee increase prior to the expiration of the Term or any Renewal Term.
Prices specified in the Order Form may include discounts or promotional pricing. These discount amounts may be temporary and may expire upon the commencement of a Renewal Term, without additional notice. Unhaze reserves the right to discontinue or modify any promotion, sale or special offer at its sole and reasonable discretion.
This MSA commences on the Effective Date and will remain in effect through the term specified in the Order Form (for Trial Services, for the period of time agreed by the Parties), and will renew as specified in the Order Form unless otherwise terminated in accordance with this Section (collectively the “Term”). If the Order Form does not specify, the Term will be one year and will automatically renew for successive one-year periods unless Customer provides Unhaze with notice of termination at least thirty (30) days prior to the end of the Term (a “Renewal Term”).
Either party may terminate this Agreement if the other party (a) fails to cure a material breach of the Agreement within 30 days after receiving notice of the breach; (b) materially breaches the Agreement in a manner that cannot be cured; (c) dissolves or stops conducting business without a successor; (d) makes an assignment for the benefit of creditors; or (e) becomes the debtor in insolvency, receivership, or bankruptcy proceedings. Non-payment of Fees by Customer for sixty (60) days after issuance of an invoice, and any violation of the Prohibited Uses clause below will be considered material breaches of this MSA and Unhaze may terminate this Agreement immediately in such cases.
Termination of the Agreement will automatically terminate all Order Forms. Upon expiration or termination, (a) Customer will no longer have any right to use the Services, receive support, or professional services and Unhaze will remove Customer’s access to same, (b) Unless otherwise specified in writing, Customer will not be entitled to any refund of fees paid, and (c) Unhaze will submit a final invoice for all outstanding fees accrued before termination and Customer will pay the invoice.
The following Sections will survive termination: Section 1.3 (Feedback and Usage Data), Section 1.4 (Prohibited Use), Section 3 (Fees and Payment), Section 6 (Limitation of Liability), Section 8 (Confidentiality), Section 9 (General Terms). Termination of this MSA will not limit a Party’s liability for obligations accrued as of or prior to such termination or for any breach of this MSA.
Each party represents and warrants to the other that: (a) it has the legal power and authority to enter into this Agreement; (b) it is duly organized, validly existing, and in good standing under the Applicable Laws of the jurisdiction of its origin; (c) it will comply with all Applicable Laws in performing its obligations or exercising its rights in this Agreement; and (d) it will comply with the Additional Warranties.
Unhaze represents and warrants to Customer that (a) it will not materially reduce the general functionality of the Services during a Term; and (b) it will perform Professional Services in a competent and professional manner. If Unhaze breaches a warranty in this section, Customer must give Provider notice (with enough detail for Provider to understand or replicate the issue) within 30 days of discovering the issue. Within 30 days of receiving sufficient details of the warranty issue, Unhaze will attempt to restore the general functionality of the Services or reperform the Professional Services. If Unhaze cannot resolve the issue, Customer may terminate the affected Order Form and Unhaze will pay to Customer a prorated refund of prepaid fees for the remainder of the Term. Unhaze's restoration and reperformance obligations, and Customer's termination right, are Customer's only remedies if Provider does not meet the warranties.
Unhaze makes no guarantees that the Product will always be safe, secure, or error-free, or that it will function without disruptions, delays, or imperfections. The warranties in this section do not apply to any misuse or unauthorized modification of the Services, nor to any product or service provided by anyone other than Unhaze. Except for the warranties in this section, Unhaze and Customer each disclaim all other warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS MSA, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY AFFILIATE FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, COSTS OF COVER OR REPLACEMENT, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER INDIRECT LOSS OR DAMAGES INCURRED BY THE OTHER PARTY OR ANY AFFILIATE IN CONNECTION WITH THIS MSA OR THE SERVICES REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS MSA, EITHER PARTY’S AGGREGATE LIABILITY INCLUDING BY WAY OF TORT AND INDEMNITY IN ANY FORM SHALL IN NO EVENT EXCEED THE FEES PAID BY CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. FOR CLARITY, NOTHING IN THIS MSA WILL LIMIT OR EXCLUDE EITHER PARTY’S LIABILITY FOR GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF A PARTY. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE ESSENTIAL PURPOSE OF THIS SECTION IS TO ALLOCATE THE RISKS UNDER THIS MSA BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE FEES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF UNHAZE WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. UNHAZE HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE CUSTOMER WITH THE RIGHTS TO ACCESS AND USE THE SERVICES PROVIDED FOR IN THIS MSA. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Unhaze will indemnify, defend, and hold harmless Customer from and against any third party claim made by someone other than Customer, Customer's Affiliates, or Users that arise from the Customer’s use of the Services as permitted hereunder alleging that such Services infringe a third party’s valid patent, copyright, trademark, or trade secret. Unhaze will, at its expense, defend such claim and pay damages finally awarded against Customer in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Unhaze for such defense, provided that (a) Customer promptly notifies Unhaze of the threat or notice of such claim; (b) Unhaze takes over the defense and has the sole and exclusive control of any proceedings; and (c) Customer gives Unhaze all reasonable assistance in connection with any such proceedings. If use of a Service by Customer has become, or, in Unhaze’s opinion, is likely to become, the subject of any such claim, Unhaze may, at its option and expense, (i) procure for Customer the right to continue using the Service(s); (ii) replace or modify a Service to make it non-infringing; or (iii) if options (i) or (ii) are not commercially reasonable or practicable as determined by Unhaze, terminate the Agreement and repay, on a pro-rata basis, any Fees previously paid to Unhaze for the corresponding unused portion of the Term for related Services. Unhaze will have no liability or obligation under this Section with respect to any claim if such claim is caused in whole or in part by (a) compliance with designs, data, instructions or specifications provided by Customer; (b) modification of the Services by anyone other than Unhaze; or (c) the combination, operation or use of the Services in any combinations where the Services would not otherwise be infringing. The provisions of this Section state the sole, exclusive, and entire liability of Unhaze to Customer and constitute Customer’s sole remedy with respect to an infringement claim brought by reason of access to or use of a Service by Customer or Users. Notwithstanding anything to the contrary herein, Unhaze shall have no obligation under this section with respect to Trial Services.
Customer will indemnify and hold Unhaze harmless against any third party claim arising out of (a) Prohibited Uses in breach of this MSA as set forth above; or (b) alleging that Customer Information infringes or misappropriates a third party’s valid patent, copyright, trademark, or trade secret; provided (i) Unhaze promptly notifies Customer of the threat or notice of such claim; (ii) Customer will have the sole and exclusive control and authority to select defense attorneys, and defend and/or settle any such claim; and (iii) Unhaze fully cooperates in connection therewith.
If the parties have a separate mutual nondisclosure agreement, that agreement will control (the “Separate MNDA”). Otherwise, as used herein, the “Confidential Information” of a Party (the “Disclosing Party”) means all financial, technical, or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time of disclosure to the other Party (the “Receiving Party”) or that the Receiving Party reasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure.
Confidential Information of Unhaze includes non-public information regarding features, functionality and performance of the Services. Confidential Information of Customer includes non-public data provided by Customer to Unhaze to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
Customer shall own all right, title and interest in and to the Customer Data. Unhaze shall own and retain all right, title and interest in and to (a) data based on or derived from the Customer Data and provided to Customer as part of the Services, (b) the Services and Software, all improvements, enhancements or modifications thereto, (c) any software, applications, inventions or other technology developed in connection with Implementation Services or support, and (d) all intellectual property rights related to any of the foregoing.
Notwithstanding anything to the contrary, Unhaze shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Unhaze will be free (during and after the Term) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Unhaze offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
Recipient may disclose Discloser's Confidential Information to the extent required by Applicable Laws if, unless prohibited by Applicable Laws, Recipient provides the Disclosing Party reasonable advance notice of the required disclosure and reasonably cooperates, at the Discloser's expense, with the Discloser's efforts to obtain confidential treatment for the Confidential Information.
This MSA, any active Order Forms, and a Separate MNDA, if applicable, constitute the entire agreement, and supersedes all prior agreements, between Unhaze and Customer regarding the subject matter hereof.
Neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party. However, either party may assign this Agreement upon notice if the assigning party undergoes a merger, change of control, reorganization, or sale of all or substantially all its equity, business, or assets to which this Agreement relates. Any attempted but non-permitted assignment is void. This Agreement will be binding upon and inure to the benefit of the parties and their permitted successors and assigns.
If any term of this Agreement is determined to be invalid or unenforceable by a relevant court or governing body, such term will be modified by the court and interpreted so as to best accomplish the original term to the fullest extent permitted by law, and the remaining terms of this Agreement will remain in full force and effect. The failure of a party to enforce a term or to exercise an option or right in this Agreement will not constitute a waiver by that party of the term, option, or right.
The parties are independent contractors, not agents, partners, or joint venturers. Neither party is authorized to bind the other to any liability or obligation.
Any notice, request, or approval about the Agreement must be in writing and sent to the e-mail address on the Order form. Notices by Customer can further be given to firstname.lastname@example.org. Notices will be deemed given (a) upon confirmed delivery if by email, registered or certified mail, or (b) two days after mailing if by overnight commercial delivery.
This Agreement will be governed by the laws of Denmark, without regard to the UN Convention on Contracts for the International Sale of Goods or any conflict of law principles. The parties will bring any legal suit, action, or proceeding about this Agreement to the ordinary Danish court in Copenhagen and Customer hereby expressly and irrevocably agrees to submit to the exclusive jurisdiction and venue of such courts for the purpose of resolving any dispute relating to this MSA or access to or use of the Services by Customer, its agents, or Users.
Neither party will take any action that would be a violation of any Applicable Laws that prohibit the offering, giving, promising to offer or give, or receiving, directly or indirectly, money or anything of value to any third party to assist Unhaze or Customer in retaining or obtaining business. Examples of these kinds of laws include the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.
Unhaze may use Customer’s name, logo, and trademarks solely to identify Customer as a client of Unhaze on Unhaze’s website and other marketing materials and in accordance with Customer’s trademark usage guidelines. Unhaze may share aggregated and/or anonymized information regarding use of the Services with third parties for marketing purposes to develop and promote Services. Unhaze never will disclose aggregated and/or anonymized information to a third party in a manner that would identify Customer or any identifiable individual as the source of the information.
Unhaze may amend this MSA from time to time, in which case the new MSA will supersede prior versions. Unhaze will notify Customer not less than fourteen (14) days prior to the effective date of any such amendment and Customer’s continued use of the Services following the effective date of any such amendment may be relied upon by Unhaze as consent to any such amendment.
Unhazes’s failure to enforce at any time any provision of this MSA does not constitute a waiver of that provision or of any other provision of this MSA.