Terms of Service

In the event of any conflict or inconsistency, the following order of precedence applies, from highest to lowest: (a) the signed contract or Order executed by both Parties; (b) the DPA; (c) this Agreement; and (d) the Documentation. A signed contract takes precedence over this Agreement only to the extent of an express and direct conflict, and only with respect to the specific terms in conflict; all other terms of this Agreement remain in full force and effect.

1.1Access and Use. Subject to payment of all applicable fees set out in the Order (whether placed directly or indirectly through a Channel Partner) and to the terms of this Agreement, Data & More grants the Customer, during the Subscription Term, a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use (and to permit Authorized Users to access and use) the D&M Solution and applicable Documentation solely for the internal business purposes of the Customer and its Affiliates, in accordance with the Documentation and within the quantities, volumes and entitlement measures specified in the applicable Order.

1.2Use Restrictions. The Customer shall not, and shall not permit any Authorized User or third party to, directly or indirectly: (a) copy, reproduce or republish the Solution or Documentation except as expressly permitted; (b) exceed the subscribed quantities, users, data volumes or other entitlement measures; (c) remove, obscure or alter any proprietary notice, mark or legend; (d) assign, sell, resell, sublicense, rent, lease, lend, time-share, host as a service bureau, distribute or otherwise make the Solution available to any third party; (e) modify, adapt, reverse engineer, disassemble or decompile the Solution, or attempt to derive its source code, underlying ideas, file formats, models or algorithms, except to the narrow extent such restriction is expressly prohibited by applicable law; (f) use the Solution to build, train or improve a competing product or service, or for any benchmarking or competitive analysis; (g) create or prepare derivative works based on the Solution, Documentation or Data & More Intellectual Property; (h) interfere with or disrupt the integrity, security or performance of the Solution; (i) attempt to gain unauthorized access to the Solution or its systems or networks, or conduct any vulnerability, penetration or load testing without Data & More’s prior written authorization; or (j) use the Solution in a manner that infringes or misappropriates the Intellectual Property, publicity or privacy rights of any third party, or in violation of applicable law. Fees are based on use consistent with the Documentation; use beyond the subscribed entitlements entitles Data & More to invoice the excess at its then-current list rates.

1.3Responsibility for Access. The Customer is solely responsible for ensuring that (i) only appropriate Authorized Users access the Solution; (ii) Authorized Users are trained in and comply with the proper use of the Solution; and (iii) all login credentials are kept confidential and secure. The Customer is responsible for all acts and omissions of its Authorized Users and for all activity occurring under its accounts. Data & More may refuse, suspend or revoke any registration or access that it reasonably believes violates this Agreement, and will inform the Customer of such action where reasonably practicable.

1.4Trial and Evaluation Services. Where the Customer uses a free trial, proof of concept, demo, beta or other free-of-charge version of the Solution (collectively "Trial Services"), Data & More makes such Trial Services available until the earlier of: (i) the end of the trial, demo or evaluation period; (ii) the start date of any purchased subscription; or (iii) written notice of termination from Data & More. Trial Services are licensed solely for internal evaluation and not for production or business use unless Data & More agrees otherwise in writing. Features, functionality, availability and quality of Trial Services may differ from the general-release Solution and are not guaranteed. Data & More has no obligation to provide maintenance or support for Trial Services. The Customer’s sole and exclusive remedy in respect of any dissatisfaction with Trial Services is to discontinue use. Data & More’s defence, indemnity and hold-harmless obligations do not apply to Trial Services.Notwithstanding anything to the contrary, Trial Services are provided "as is" and "as available" without warranty or indemnity of any kind, and the Customer assumes all risk and cost arising from their use.

1.5Third-Party Materials. The Solution may include Third-Party Materials, the use of which is governed by their respective OSS Licenses as indicated in the Documentation. Data & More’s inclusion of such Third-Party Materials will not prevent the Customer from exercising the license rights granted herein or limit the Customer’s ability to use the Solution in accordance with the Documentation. Data & More provides no warranty and assumes no liability in respect of Third-Party Materials.

1.6Support: Customer First-Level Support. The Customer is responsible for providing first-level support to its end users and for designating and training a first-level supporter capable of handling basic inquiries and routine troubleshooting. First-level supporters may consult the support knowledge base at support.dataandmore.com and may escalate unresolved matters to support@dataandmore.com for second-level support. Training materials for first-level support are available on the Data & More support site.

1.7Support: Technical Procedures. Technical support must be initiated by the Customer by email to support@dataandmore.com. Where an issue cannot be resolved by email, Data & More may offer support via an online meeting. The Customer must designate a technical support representative with access to and knowledge of the Customer’s network and data sources to enable efficient resolution. Support is provided during Data & More’s standard business hours and excludes issues arising from Customer misuse, third-party products, or use not in accordance with the Documentation.

2.1Fees and Payment. The Customer shall pay all fees set out in each Order. Unless the Order states otherwise, fees are payable in advance, invoices are due within thirty (30) days of the invoice date, and all amounts are stated and payable in the currency specified in the Order (and, absent specification, in Euro). Payment shall be made without deduction, set-off or counterclaim, except for amounts genuinely disputed in good faith and notified to Data & More in writing before the due date. Except as expressly stated in this Agreement, all fees are non-cancellable and non-refundable, and all subscription commitments are firm for the full Subscription Term regardless of actual usage. Data & More may invoice for Data Compliance services upon delivery.

2.2Late Payment. Any amount not paid when due will accrue a late charge of one and one-half percent (1.5%) per month, or the maximum rate permitted by law if lower, from the due date until paid in full. The Customer shall reimburse Data & More for all reasonable costs of collection, including legal and collection-agency fees. Without prejudice to its other rights, Data & More may suspend access to the Solution where an invoice is more than thirty (30) days past due, upon notice to the Customer.

2.3Automatic Renewal. Unless the Order states otherwise, each Subscription Term will renew automatically for successive periods equal to the initial Subscription Term (each a "Renewal Term") unless the Customer gives Data & More written notice of non-renewal at least ninety (90) days before the end of the then-current term (and Data & More may elect not to renew on the same notice). Renewal Terms are governed by this Agreement and by the renewal pricing notified by Data & More.

2.4Price Changes. Data & More may increase fees effective from any Renewal Term by giving notice at least ninety (90) days before the end of the then-current term, so that any such increase is notified to the Customer before the non-renewal notice deadline in Section 2.3. Where no greater increase is notified, fees for each Renewal Term will in any event increase by the greater of (a) five percent (5%) over the immediately preceding term, or (b) the increase in the relevant consumer price index over the preceding twelve (12) months. Fees for additional users, volumes or modules added during a term are charged at Data & More’s then-current rates and co-terminate with the existing Subscription Term.

2.5Taxes. All fees are exclusive of Indirect Taxes. The Customer is responsible for all Indirect Taxes arising in connection with this Agreement, except for taxes based on Data & More’s net income. Where Data & More is required to collect Indirect Taxes, it will include them on its invoice and the Customer will pay them in addition to the fees. If the Customer is required by law to withhold any amount, it shall gross up the payment so that Data & More receives the full amount invoiced.

3.1Ownership. As between the Parties, Data & More, its Affiliates and licensors own and reserve all right, title and interest in and to the Solution, the Documentation, the Agents, all Data & More Intellectual Property, and all improvements, enhancements, modifications and derivative works thereof, including all such items developed in the course of providing professional or support services. The Customer, its Affiliates and licensors retain all right, title and interest in and to Customer Intellectual Property and Customer Data. Except for the limited rights expressly granted, no rights are granted by implication, estoppel or otherwise, and nothing in this Agreement transfers ownership of any Intellectual Property from one Party to the other.

3.2Usage Data and Suggestions. Data & More may collect, generate and use Usage Data for any lawful business purpose, including operating, securing, analysing, improving and developing its products and services. Data & More may disclose Usage Data to third parties provided it is aggregated and/or de-identified so as not to identify the Customer or any Authorized User. The Customer hereby assigns to Data & More all right, title and interest in and to any Suggestions, which Data & More may use and exploit without restriction, attribution, accounting or compensation, and free of any confidentiality obligation. Any Data & More product or material incorporating a Suggestion is the sole and exclusive property of Data & More.

4.1Confidential Information. The receiving Party will use the disclosing Party’s Confidential Information solely to perform under this Agreement and will protect it using at least the same degree of care it uses for its own confidential information of like nature, and in no event less than a reasonable degree of care. The receiving Party may disclose Confidential Information to its and its Affiliates’ employees, advisors, consultants, contractors and agents on a need-to-know basis, provided they are bound by confidentiality obligations no less protective than these. The obligations in Section 5.3 (and not this Section 4) govern Customer Data.

4.2Exceptions. Information is not Confidential Information to the extent it: (i) was known to the receiving Party before disclosure without obligation of confidence; (ii) becomes known to the receiving Party from a source not under an obligation of confidence; (iii) is or becomes publicly available other than through breach of this Agreement; or (iv) is independently developed without use of the disclosing Party’s Confidential Information, as the receiving Party can evidence. The receiving Party may disclose Confidential Information to the extent required by a court, governmental authority or law, provided it limits disclosure to what is required and, where legally permitted, gives the disclosing Party prior notice and reasonable cooperation to contest the disclosure.

4.3Publicity and Marks. Neither Party will make a public announcement regarding the existence, subject matter or terms of this Agreement without the other Party’s prior written consent, except as set out in this Section. The Customer grants Data & More and its Affiliates, during the term of the Agreement, the right to use the Customer’s trade names, logos and symbols ("Customer Marks") in Data & More’s customer lists, website and promotional materials solely to identify the Customer as a Data & More customer, consistent with any written usage guidelines provided by the Customer. The Parties may agree in writing to restrict such use.

5.1Customer Data Responsibility. As between the Parties, the Customer is solely responsible for: (i) the content, quality, accuracy and legality of Customer Data made available by the Customer and its Authorized Users; (ii) providing all required notices to, and obtaining all required consents from, Authorized Users and data subjects regarding the collection and use of Customer Data; (iii) ensuring it has a valid legal basis to process Customer Data and to make it available to Data & More; and (iv) ensuring that Customer Data and its use of the Solution comply with all applicable laws, including Applicable Data Protection Laws.

5.2Data Protection. Each Party will comply with its obligations under Applicable Data Protection Laws. Where Data & More processes personal data on the Customer’s behalf, or where the Customer is established in or provides personal data relating to individuals in the EEA, the United Kingdom or California, the Parties will comply with the DPA, which is incorporated by reference. The Customer authorizes Data & More to engage Affiliates and third-party sub-processors to process Customer Data, subject to the DPA, and Data & More remains responsible for their compliance to the extent required by the DPA.

5.3Security of Customer Data. Data & More will maintain appropriate administrative, physical, organisational and technical measures designed to protect the security and confidentiality of Customer Data against accidental or unlawful destruction, loss, alteration, or unauthorized access or disclosure, in accordance with the security measures described in the Documentation. Data & More will not materially diminish those security controls during a Subscription Term. Data & More will use Customer Data solely to perform its obligations and as otherwise permitted under this Agreement and the DPA.

5.4Security Incidents and Protective Suspension. Data & More prioritises security in all of its operations. Each member of Data & More’s technical staff is empowered and required to initiate a complete shutdown of all servers and services where they identify a security threat that may jeopardise Customer Data. Data & More reserves the right to suspend operation of its compliance servers for up to thirty (30) days for this purpose. Such security-driven suspensions do not constitute a breach of this Agreement, and the Customer will not be entitled to any refund, credit or other compensation, reflecting the principle that commercial interests must not influence security decisions. Notices regarding such suspensions will be posted at compliance.dataandmore.com/operations.

5.5No Unauthorized Testing or Intrusion. The Customer, its Authorized Users and any third party acting on its behalf shall not attempt to infiltrate, hack, breach or otherwise compromise the integrity, security or functionality of the Solution, services, systems or networks of Data & More, including by unauthorized access, interference, intrusion, penetration testing, reverse engineering, decryption, disassembly or decompilation. The Customer acknowledges that such activities are unlawful and a material breach of this Agreement, and shall immediately notify Data & More of any known or suspected unauthorized access or security breach. In the event of breach of this Section, Data & More may terminate this Agreement immediately without notice and pursue all available remedies, including damages, injunctive relief and recovery of legal costs, and the Customer may be liable for all resulting damages to Data & More or third parties.

5.6Data Classification. Data & More will analyse data connected to the Data & More privacy platform in order to classify and optimise the classification of such data, in accordance with the Documentation and the DPA.

6.1Limited Warranty. During the Subscription Term, Data & More warrants that: (a) the Solution will perform in substantial conformity with the Documentation; and (b) it will use industry-standard measures designed to detect viruses, worms, Trojan horses and other malicious code in the Solution. These warranties are void where any non-conformity results from negligence, error or misuse by the Customer, an Authorized User or any third party, or from use not in accordance with the Documentation or applicable law. The Customer’s sole and exclusive remedy, and Data & More’s entire liability, for breach of the warranty in (a) is for Data & More to use commercially reasonable efforts to correct the non-conformity and, if it cannot do so within a reasonable time, to terminate the affected Order and refund pre-paid, unused fees for the affected Solution for the period after termination.

6.2Customer Warranty. The Customer warrants that it will take and maintain appropriate steps within its control to protect the confidentiality, integrity and security of its Confidential Information and Customer Data, including by operating the Solution in accordance with the Documentation and applicable law and by dedicating adequate personnel and resources to maintain the security controls described in the Documentation. The Customer is responsible for the acts and omissions of its Authorized Users.

6.3Compliance with Law. Each Party will comply with all laws and regulations applicable to its performance under this Agreement.

6.4Disclaimer. Except for the express warranties in this Section 6, and to the maximum extent permitted by applicable law, the Solution, Documentation and all related services are provided "as is", and Data & More (on behalf of itself, its Affiliates, licensors and contributors to Third-Party Materials) disclaims all other warranties, conditions and terms, whether express, implied or statutory, including any implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and any warranty that the Solution will be uninterrupted, error-free or secure. Data & More has no liability for delays, failures or losses attributable to the use or implementation of third-party software or services not provided by Data & More.

7.1By Data & More. Subject to Sections 7.3, 7.4 and 8, Data & More will defend the Customer against third-party claims alleging that the Customer’s use of the Solution in accordance with this Agreement and the Documentation infringes or misappropriates that third party’s patent, copyright, trademark or trade secret, and will indemnify the Customer for damages and reasonable costs finally awarded against it or agreed in settlement in respect of such claims.

7.2By the Customer. The Customer will defend Data & More, its Affiliates and their officers, directors, employees and agents against any third-party claim, and will indemnify them for all damages, liabilities, fines, penalties, costs and reasonable legal fees, arising out of or relating to: (a) Customer Data, including any claim that Customer Data infringes or misappropriates the rights of, or has caused harm to, a third party; (b) the Customer’s or any Authorized User’s use of the Solution in violation of this Agreement, the Documentation or applicable law (including Applicable Data Protection Laws); (c) breach of Section 5.5 (No Unauthorized Testing or Intrusion); or (d) the Customer’s gross negligence or wilful misconduct.

7.3Process. The indemnification obligations are conditioned on the indemnified Party: (a) promptly notifying the indemnifying Party in writing of the claim; (b) giving the indemnifying Party sole control of the defence and settlement (provided that no settlement imposing liability or admission on the indemnified Party may be made without its consent, not to be unreasonably withheld); and (c) providing reasonable cooperation at the indemnifying Party’s expense.

7.4Exclusions and Remedies. Data & More’s obligations under Section 7.1 do not apply to claims arising from: (a) use of the Solution other than in accordance with the Documentation and this Agreement; (b) use in violation of applicable law; (c) any modification or combination of the Solution not made or authorized by Data & More; (d) Data & More’s compliance with the Customer’s specifications or requests; or (e) the Customer’s gross negligence or wilful misconduct. If the Solution becomes, or is likely to become, subject to an infringement claim, Data & More may at its option and expense: (i) procure the right for the Customer to continue using the Solution; (ii) modify or replace it to make it non-infringing without material loss of functionality; or (iii) terminate the affected Order and refund pre-paid, unused fees for the period after termination.This Section 7 states Data & More’s entire liability and the Customer’s sole and exclusive remedy for any claim of infringement.

8.1Liability Cap. Except as stated in Section 8.3, the total aggregate liability of each Party arising out of or related to this Agreement, whether in contract, tort (including negligence), warranty, indemnity, statute or any other theory, will not exceed the total fees paid or payable by the Customer to Data & More under this Agreement during the twelve (12) month period immediately preceding the event giving rise to the claim. This cap is cumulative across all claims and applies to Data & More’s indemnification obligations under Section 7.1.

8.2Exclusion of Indirect Damages. Except as stated in Section 8.3, neither Party will be liable for any loss of profits or revenue, loss of goodwill, loss or corruption of data, business interruption, or any indirect, special, incidental, consequential, exemplary or punitive damages arising out of or related to this Agreement, however caused and under any theory of liability, even if advised of the possibility of such damages.

8.3Exceptions to the Cap. The limitations in Sections 8.1 and 8.2 do not apply to: (a) the Customer’s payment obligations; (b) the Customer’s indemnification obligations under Section 7.2; (c) the Customer’s breach of Section 1.2 (Use Restrictions), Section 4 (Confidentiality) or Section 5.5 (No Unauthorized Testing or Intrusion); (d) either Party’s liability for infringement or misappropriation of the other Party’s Intellectual Property; or (e) any liability that cannot be excluded or limited under applicable law, including liability for death or personal injury caused by negligence, or for gross negligence or fraud.

8.4Basis of the Bargain. The Parties agree that the limitations and exclusions in this Section 8 are an essential basis of the bargain and reflect a reasonable allocation of risk, and that the fees would be substantially higher absent them.

Neither Party may assign this Agreement without the other Party’s prior written consent, not to be unreasonably withheld, except that Data & More may assign this Agreement, in whole or in part, to an Affiliate or to a successor in connection with a merger, acquisition, reorganisation or sale of all or substantially all of its assets or business, upon notice to the Customer. Any attempted assignment in breach of this Section is void. This Agreement binds and benefits the Parties and their permitted successors and assigns.

The export and re-export of the Solution, Documentation and related technology and information are subject to applicable EU export-control laws and regulations, and to any other applicable export and sanctions laws. The Customer represents that it is not located in, and will not access or use the Solution from, any embargoed or sanctioned jurisdiction, and will comply with all such laws.

The Customer may separately purchase professional services from Data & More in relation to the Solution, subject to Data & More’s then-applicable professional services terms and the relevant Order or statement of work. Unless otherwise agreed in writing, all deliverables and work product created in the course of such services are Data & More Intellectual Property, and the Customer receives a non-exclusive right to use them solely in connection with its authorized use of the Solution.

12.1Term. This Agreement is effective on the earlier of the Customer’s acceptance or first use of the Solution and continues for the duration of the applicable Subscription Term (including any Renewal Term) unless terminated in accordance with this Section.

12.2Termination for Cause and Suspension. Either Party may terminate this Agreement (or the affected Order) immediately on written notice if the other Party: (i) materially breaches this Agreement and fails to cure the breach within thirty (30) days after written notice; or (ii) becomes insolvent, enters bankruptcy or dissolution proceedings, has a receiver appointed over a substantial part of its assets, or ceases to carry on business in the ordinary course. Either Party may also terminate, in whole or in part, or cease provision of the Solution, if required to comply with applicable law, and such termination is not a breach. Without prejudice to Data & More’s right to suspend access for late payment under Section 2.2, where an invoice remains more than sixty (60) days past due Data & More may, in addition, terminate this Agreement or the affected Order on written notice. Data & More may also suspend the Customer’s access on notice for an uncured material breach, or as otherwise permitted under Sections 1.3 or 5.4, and will reinstate access promptly once the underlying issue is resolved.

12.3Effect of Termination. Upon termination or expiration: (i) the Customer’s right to access and use the Solution immediately ends; (ii) all outstanding fees and charges become immediately due and payable; and (iii) each Party will, within thirty (30) days of written request, return or destroy the other Party’s tangible Confidential Information in its possession that is not held within the Solution. Customer Data held within the Solution will be deleted within thirty (30) days after termination or expiration. The Customer is solely responsible for exporting any Customer Data it wishes to retain before that period ends; Data & More has no obligation to retain, and no liability for failing to retain, Customer Data thereafter, and may deactivate the Customer’s account.

12.4Survival. Sections 2 (as to accrued amounts), 3, 4, 5.5, 6.4, 7, 8, 9, 12.3, 12.4, 13, 14 and 16, together with any other provision that by its nature should survive, will survive termination or expiration of this Agreement.

13.1Scope and Precedence. Where an Order specifies that the Solution is installed and operated on-premise or within infrastructure owned, leased or otherwise controlled by the Customer (an "On-Premise Deployment"), this Section 13 applies to that deployment and prevails over any conflicting provision of this Agreement to the extent of the conflict. Sections 5.3 (Security of Customer Data), 5.4 (Security Incidents and Protective Suspension) and 12.3 (deletion of Customer Data held within the Solution) do not apply to data held within an On-Premise Deployment, which is hosted and controlled solely by the Customer.

13.2Customer Responsibility for Security. The Customer is solely responsible, at its own cost and risk, for the security of the On-Premise Deployment and the environment in which it operates, and shall implement and maintain all security measures, controls and protocols appropriate to that environment, including: (a) infrastructure, servers, operating-system hardening, firewalls, network segmentation and physical security; (b) identity and access management, authentication, logging, monitoring, intrusion detection and vulnerability scanning; (c) backups, restore testing, business continuity and disaster recovery; and (d) detection, containment, investigation and reporting of security incidents within the Customer environment. The Customer bears sole liability for any breach, loss, corruption, or unauthorized access to or disclosure of data occurring within or attributable to the On-Premise Deployment.

13.3Data & More Responsibility. Data & More’s sole responsibility in respect of an On-Premise Deployment is to make available, and, where the Customer provides the access required under Section 13.4, to apply, patches and updates to the application. Data & More is not responsible for, and disclaims all liability relating to, the security, configuration, availability, performance, hosting or operation of the Customer’s environment, and provides no warranty that the On-Premise Deployment will be secure, uninterrupted or error-free in that environment.

13.4Remote Access for Patching. The Customer shall provide Data & More with the remote access, credentials, connectivity and cooperation reasonably required for Data & More to deliver and apply patches and updates. Where Data & More accesses Customer Data through such remote access, it does so solely as a processor for that limited purpose and subject to the DPA. Data & More has no obligation to deliver or apply patches or updates, and no liability for any resulting non-conformity, vulnerability or loss, where the Customer fails to provide such access, fails to apply a supplied update, or operates an unsupported or modified version of the Solution.

13.5Allocation of Risk. Because Data & More does not control the On-Premise Deployment: (a) the limited warranty in Section 6 applies only to the unmodified application as supplied by Data & More and not to its operation in the Customer’s environment; (b) Data & More is not liable for any issue arising from the Customer’s infrastructure, configuration, failure to apply updates, or use not in accordance with the Documentation; and (c) the Customer’s indemnity under Section 7.2 extends to claims arising out of or relating to the On-Premise Deployment and the Customer’s security of it.

14.1Independent Contractors. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency or employment relationship, and neither Party may bind the other.

14.2Notices. Notices must be in writing and are deemed given: (a) when delivered by hand; (b) three (3) days after dispatch by registered or certified mail, postage prepaid; (c) one (1) day after deposit with a recognised overnight courier; or (d) when sent by email with confirmation of delivery or read receipt. Notices to Data & More must be sent to info@dataandmore.com (electronic) and to the address specified for Data & More (physical).

14.3Force Majeure. Except for the Customer’s payment obligations, neither Party is liable for any delay or failure to perform caused by events beyond its reasonable control, including fire, pandemic, epidemic, flood, war, terrorism, acts of God, governmental order, labour disputes, telecommunications or internet failures, or denial-of-service attacks. The affected Party will resume performance promptly after the cause is removed.

14.4Entire Agreement; Modification. This Agreement, together with the Order(s) and DPA, is the entire agreement between the Parties on its subject matter and supersedes all prior or contemporaneous agreements and representations. Terms in any Customer purchase order or ordering document are of no force or effect unless expressly accepted in writing by Data & More. Data & More may modify this Agreement; it will notify the Customer of material changes by email, by notice within the Solution, or via the Data & More support platform. Changes take effect at the start of the next Renewal Term, and the Customer’s continued use after that date constitutes acceptance. No other amendment is effective unless in writing and signed by both Parties.

14.5Severability and Waiver. If any provision is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable while preserving its intended commercial effect, and the remaining provisions remain in full force. A Party’s failure or delay in enforcing any right is not a waiver of that or any other right.

The following definitions and rules of interpretation apply in this Agreement:

“Affiliate” means an entity that controls, is controlled by, or is under common control with a Party, where control means ownership of more than 50% of the voting interests of an entity.

“Agents” means Data & More’s proprietary software, systems, locally-installed software agents and connectors that interact with the Solution, as provided by Data & More in connection with the Solution.

“Applicable Data Protection Laws” means the EU General Data Protection Regulation (2016/679) ("GDPR"), any EU member-state laws implementing the GDPR, the UK GDPR and UK Data Protection Act 2018, applicable Canadian privacy laws, and the California Consumer Privacy Act, in each case as amended or replaced, to the extent they apply.

“Authorized Users” means employees, agents, consultants, contractors or vendors authorized by the Customer to use the Solution solely for the internal benefit of the Customer and its Affiliates, subject to this Agreement.

“Channel Partner” means a third-party business entity appointed by Data & More to distribute, resell and/or support the Solution.

“Confidential Information” means all non-public information disclosed by a Party concerning its or its Affiliates’ business, products or services, including information relating to customers, vendors, trade secrets, pricing, products, services, software and other Intellectual Property, and any information that a reasonable person would understand to be confidential, whether or not marked as such.

“Customer Data” means all data and content uploaded to the Solution by or on behalf of the Customer (including by Authorized Users) and all data derived from it. Customer Data does not include Usage Data.

“Documentation” means the user guides, installation documents and specifications for the Solution made available by Data & More from time to time in electronic or tangible form at docs.dataandmore.com, including the materials in the ‘Security’ section, but excluding sales or marketing materials.

“D&M Solution / Solution” means the software and services specified in the Order; the terms "D&M Solution", "Solution" and "Solutions" are used interchangeably.

“Indirect Taxes” means excise, sales, use, gross-turnover, value-added, goods-and-services or similar indirect taxes, duties, customs or tariffs, however designated and whether foreign or domestic.

“Intellectual Property” means a Party’s proprietary materials, technology and processes and all related intellectual property rights worldwide, including software, frameworks, methodologies, algorithms, know-how and trade secrets, and any derivatives, improvements or enhancements thereof.

“Order” means a Data & More quote accepted by the Customer, or a purchase order or other ordering document submitted by the Customer (directly or through a Channel Partner) and accepted by Data & More, that references the Solution, pricing, payment terms, quantities and other applicable terms.

“OSS Licenses” means the open-source licenses applicable to the Third-Party Materials.

“Subscription Term” means the period during which the Customer is subscribed to the Solution, as specified in an Order, beginning on delivery of the Solution and including any Renewal Term.

“Suggestions” means any ideas or suggestions for improvements, new features, corrections, enhancements or changes to the Solution provided by the Customer to Data & More.

“Third-Party Materials” means open-source software programs made available by third parties under their respective OSS Licenses.

“Usage Data” means data generated in connection with the Customer’s access to, use and configuration of the Solution, and data derived from it (for example, the types of applications or accounts interacting with the Solution). Usage Data is not Customer Data.

Words following "including" or "include" are illustrative and not exhaustive. Headings are for convenience only. Questions regarding this Agreement may be sent to info@dataandmore.com.

This Agreement is governed by and construed in accordance with the laws of Denmark, without regard to its conflict-of-law principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods. Any dispute arising out of or relating to this Agreement will first be addressed through good-faith negotiation between the Parties. If not resolved within thirty (30) days, the dispute will be finally settled by binding arbitration administered by the Danish Institute of Arbitration in Copenhagen, Denmark, conducted in English by one or more arbitrators appointed under its rules; the award is final and binding. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property or Confidential Information. To the extent permitted by law, each Party waives any right to participate in a class action or other collective proceeding.