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KVANTIFY APS
Company reg.no.
42958093
Rosenvængets Allé 25, st.
2100 Copenhagen
contact@kvantify.com
KVANTIFY - TERMS AND CONDITIONS
Kvantify ApS
KVANTIFY APS TERMS OF SERVICE
These terms and conditions (‘Terms’) apply between Kvantify ApS, company reg.
no. (CVR) 42958093, Rosenvængets Allé 25, st., 2100 København Ø (‘Kvantify’)
and the Customer. The Terms govern the Customer’s use of Kvantify’s software
and services (the ‘Service’). By using the Service, the Customer agrees to be
bound by the Terms, and acceptance of the Terms is a condition for the grant of
access to the Service.
DEFINITIONS
‘Agreement’ shall mean the order form including any attached schedules.
‘Affiliate(s)’ shall mean any corporation, company, partnership, joint venture or
other entity which controls, is controlled by, or is under a Party’s common control.
For purposes of this definition, ‘control’ of an entity means the ownership, directly
or indirectly, of more than fifty percent (50 %) of the outstanding voting securities
or capital stock of such entity, or the legal power to direct or cause the direction
of the general management and policies of such entity.
‘Confidential Information’ shall mean any and all information, including all
know-how, disclosed or otherwise made available by or on behalf of a Party
(‘Discloser’) to the other Party (‘Recipient’) under these Terms and the
Agreement, whether written, oral or in any other form, including any compilations
and summaries containing such information, regardless of whether such
information is designated as ‘confidential’.
‘Intellectual Property Rights’ shall mean any intellectual property right
(whether registered or unregistered), including, but not limited to, copyrights,
design rights, trademarks, patent rights, utility model rights, catalogue rights,
database rights, sui generis rights, domain rights, protection under the Danish
Trade Secrets Act, goodwill, and similar rights, as well as applications for and the
right to apply for such rights in any country or jurisdiction in the world.
‘Platform’ shall mean Kvantify’s proprietary software ordered by the Customer
and made available by Kvantify.
‘Users’ shall mean the authorized users, who are granted access to the Platform
by the Customer via authorized user accounts as necessary in connection with
the Customer’s business purposes.
‘Work Materials’ shall mean material relating to the Customer’s business (e.g.
documentation and other work products) generated via the Platform or provided
to the Customer under the Agreement. Work Materials excludes pre-existing
intellectual property of Kvantify such as Kvantify’s general documentation,
templates, models etc.
GRANT OF LICENSE
Kvantify grants to the Customer a non-exclusive right to use the Service on the
terms and conditions set out in the Agreement and these Terms.
The Customer acknowledges and agrees that Kvantify (or Kvantify’s licensors and
their suppliers, as applicable) own all legal rights, title and interest in and to the
Service, including any intellectual property rights that subsist in the Service,
including but not limited to software, source code, documentation, report formats,
and other related materials.
The Customer is not (by itself or any third party) entitled to change or remove
any notice on copyright, trademarks or any other rights marked on the Service.
The Customer may not (by itself or any third party) remove, copy or modify any
of Kvantify’s intellectual property rights.
The Customer may not (by itself or any third party) decompile, reverse engineer,
disassemble, attempt to derive the source code, modify, or create derivative
works of the Platform.
The Customer acknowledges and agrees that Kvantify will retain all intellectual
property rights, title and legal rights relating to any suggestions, ideas,
enhancement requests, feedback, recommendations or other information
provided by the Customer or any third party relating to the maintenance,
updating or improvement of the Platform. The Parties intend that such
contributions shall be shared in good faith and be assigned to Kvantify.
The Customer may not (by itself or any third party) create derivative works of
the Platform.
Kvantify ApS Page 2/8
Company reg.no.
42958093
Rosenvængets Allé 25,
st.
2100 Copenhagen
contact@kvantify.com
Notwithstanding clause 3.7, the Customer may develop, integrate and use
supporting software to the Platform. The rights, title and legal ownership to such
supporting software remain with the Customer.
The rights, title and legal ownership to Work Materials uploaded or entered into
the Platform by the Customer remain with the Customer.
RESTRICTIONS
The Service is licensed for the Customer’s use only. The Customer may not sell,
distribute, license, rent, lease, lend, pledge or otherwise transfer or assign the
license or the related rights of use to a third party without Kvantify’s prior written
permission.
Notwithstanding clause 4.1, the Customer is entitled to assign the Agreement to
(I) its affiliates, (II) entities that purchase all or a substantial part of the Party’s
assets and liabilities, or (III) subsequent owners due to restructuring, merger,
demerger or takeover of the Customer provided the assignment does not have a
negative impact on the fulfilment of the Agreement and that the assigned party
enters into the Agreement in full.
The Customer and the Users may only use the Platform within the scope of the
Agreement and solely for the Customer’s business purposes.
The Customer may not use the Service to provide hosting services or any other
fee or transaction-based services.
The Customer may not use the Service in the development of any software,
service or model having the same functionality or characteristics as the Service,
or in the development of competitive or derivative products. The Customer may
not in any way, including by decompilation, reconstruction or disassembly of the
Service, examine or remake the source code or object code of the Service or its
structural framework.
The Customer cannot:
publish or disclose any benchmarks, performance tests, functional results,
or other confidential information from the use of the Platform without
Kvantify’s prior written permission;
train, fine-tune, or disclose machine learning models on or derived from
the Platform data, files, or outputs;
circumvent or tamper with licence management or security features.
Kvantify ApS Page 3/8
Company reg.no.
42958093
Rosenvængets Allé 25,
st.
2100 Copenhagen
contact@kvantify.com
CUSTOMER RIGHTS AND OBLIGATIONS
The Customer is responsible for maintaining all necessary and compatible
hardware, software/browser and any systems for the Customer’s use of the
Platform.
The Customer has the sole responsibility for the Customer’s compliance with any
relevant applicable legislation and security measures when using the Platform.
The Customer acknowledges that the Platform constitutes a valuable intellectual
property right for Kvantify, and the Customer guarantees that it will take
reasonable measures to prevent any unauthorized access to or sharing of the
Platform.
The Customer shall not export, distribute or make available the Platform, any
docker image or image layer or any files extracted therefrom in whole or in part
to any third party.
The Customer shall ensure a sufficient level of cyber security and confidentiality
when using the Platform, and the Customer shall without undue delay inform
Kvantify of any unauthorized use, misuse or security breach, which may affect
the integrity of the Platform.
The Customer is responsible for any development of APIs or integrations of the
Platform with the Customer’s IT solutions and systems. The Customer obtains the
right, title and legal ownership to any such developments made by the Customer.
LIMITED WARRANTY
The Customer expressly understands and agrees that the use of the Service is at
the Customer’s sole risk, and that the Service is provided “as is” and “as
available”.
Kvantify strives to ensure that critical errors preventing normal use of the Service
are addressed immediately and will strive for finding a solution as quickly as
possible. Kvantify also strives to ensure the best possible operating reliability, to
keep the Service updated, and to make sure that information made available to
the Customer is given as correct and accurate as possible to the best knowledge
and belief; however, Kvantify cannot be held responsible for breakdown or
operational disruptions.
To the maximum extent permitted by applicable law, Kvantify disclaims any and
all other warranties, either express or implied, including but not limited to the
implied warranties of merchantability and fitness for a particular purpose. In
particular, Kvantify does not represent nor warrant to the Customer that:
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Company reg.no.
42958093
Rosenvængets Allé 25,
st.
2100 Copenhagen
contact@kvantify.com
the use of the Service will meet the Customer’s requirements;
the use of the Service will be uninterrupted;
the information obtained by the Customer as a result of the use of the
Service will be accurate or reliable.
LIMITATION OF LIABILITY
Kvantify shall not be liable for any loss suffered in connection with using the
Service.
Kvantify shall not be liable for any indirect loss, including but not limited to
punitive damages, consequent losses, business interruption, loss of data, loss
caused by non-availability of the Service or incorrect information in the Service,
operating loss, loss of profits or any other indirect economic loss, even if Kvantify
has been advised of the possibility of such losses or damages.
Kvantify shall only be subject to product liability provided that such liability
follows from mandatory rules under applicable law. The liability of Kvantify shall
be limited to an amount equal to the yearly service fee paid by the Customer the
year in which the event incurring liability took place.
Kvantify disclaims responsibility for any breach of laws applicable for the use of
the Service. The Customer is therefore solely responsible for compliance with any
applicable legislation in the use of the Service.
Kvantify disclaims liability for the availability, performance, accuracy, security, or
results of any third-party compute services, including any services accessed or
integrated through the Platform. The Customer’s use of such third-party services
is entirely at the Customer’s own risk and subject exclusively to the terms of the
relevant third-party provider.
If the Customer transmits or processes data through third-party compute services
accessed via the Platform, Kvantify shall have no responsibility nor liability for
the processing, storage or security of such data.
INDEMNIFICATION
Each Party shall hold harmless and indemnify the other Party against any third-
party claims, including reasonable expenses (including agreed attorney fees and
costs), losses, damages and liabilities (collectively ‘Losses’), resulting from the
indemnifying Party’s breach of the Agreement or these Terms. Any obligations
under clause 8.1. shall not apply if any such third-party claims are attributable to
Kvantify ApS Page 5/8
Company reg.no.
42958093
Rosenvængets Allé 25,
st.
2100 Copenhagen
contact@kvantify.com
the other Party’s material breach of these Terms or the Agreement, gross
negligence or willful misconduct or breach of applicable law.
In the event that a Party intends to claim indemnification under clause 8.1, it
shall promptly notify the other Party in writing of the Losses in respect of which
it intends to claim indemnification. The Party claiming indemnification shall have
sole control of the defence and any settlement thereof, provided that the other
Party has given prior written consent to any terms of settlement.
AUTHORIZED USERS AND ADMINISTRATORS
In order to use the Service, the Customer must grant access to the Customer’s
authorized Users. An authorized User’s access to the Platform is strictly personal
and cannot be shared with or used by other unauthorized personnel within or
outside the Customer’s organization.
The Customer is responsible for authorizing Users within the Customer’s
organization.
The Customer may only grant authorization to Users who are bound by
confidentiality.
The Customer shall appoint one or more Users as administrators of the Platform.
The administrators have the right to authorize other Users in the organization and
to review the usage of all the other users on the account.
CONFIDENTIALITY
The Confidential Information of a Party as the Discloser shall remain the sole and
exclusive property of the Party.
The Recipient undertakes from the date of disclosure and for a period of five (5)
years after expiry or termination of the Agreement (I) to treat all Confidential
Information of the Discloser as strictly confidential; (II) not to disclose the
Confidential Information of the Discloser to any third party; and (III) to use the
Confidential Information of the Discloser only for performance of the Agreement.
Notwithstanding anything to the contrary contained herein, the Recipient shall
not disclose any Confidential Information of the Discloser for as long as such
Confidential Information has trade secret status under law.
The confidentiality obligations set forth under these Terms and the Agreement
shall not apply to Confidential Information of the Discloser that the Recipient can
demonstrate by competent written records:
was already in the public domain at the time of disclosure;
Kvantify ApS Page 6/8
Company reg.no.
42958093
Rosenvængets Allé 25,
st.
2100 Copenhagen
contact@kvantify.com
became part of the public domain through no breach of the Agreement by
the Recipient;
was already in the Recipient’s (or its Affiliates’) possession at the time of
disclosure;
is lawfully disclosed by a third party to the Recipient (or its Affiliates),
provided that such third party did not acquire such information under an
obligation of confidentiality to the Discloser (or its Affiliates);
is independently developed by the Recipient (or its Affiliates) without use
of the Confidential Information of the Discloser;
if and to the extent required by applicable law, legal process or stock
exchange rule, provided that the Recipient notifies the Discloser prior to
disclosure to afford the Discloser a reasonable opportunity to object to, or
seek an appropriate protective order for, such disclosure.
The Recipient is allowed to disclose Confidential Information of the Discloser to
its Affiliates, employees, contractors and representatives who need to know such
Confidential Information in order to perform the Recipient’s obligations under the
Agreement (‘Authorized Persons’), provided that such Authorized Persons are
bound by confidentiality that are equal to the Recipient’s obligations under these
Terms and the Agreement. The Recipient shall inform its Authorized Persons of
the confidentiality and shall be fully responsible for any breach thereof by its
Authorized Persons.
The Recipient will promptly notify the Discloser if it becomes aware of a breach
or potential breach of the confidentiality obligations by any person to whom the
Recipient has disclosed any Confidential Information of the Discloser.
The Recipient will give the Discloser all reasonable assistance in connection with
any action, demand, claim or proceeding that the Discloser may institute against
such person in respect of such (potential) breach.
PRODUCT SPECIFICATIONS
The Platform’s functionalities and features are set out in Kvantify’s product
specification and requirement terms, which form an integrated part of the
Agreement.
SERVICE LEVEL AGREEMENT
The Platform is operated to the support and service levels set out in Kvantify’s
service level agreement, which forms an integrated part of the Agreement.
Kvantify ApS Page 7/8
Company reg.no.
42958093
Rosenvængets Allé 25,
st.
2100 Copenhagen
contact@kvantify.com
DEMONSTRATION AND EDUCATIONAL LICENSE
If the Service is obtained as a free trial version, it may not be used for commercial
purposes and will only be operational for a limited time.
DATA PRIVACY
Kvantify processes no or very limited personal data regarding Users of the
Service. To the extent that Kvantify processes personal data regarding the
Customer’s employees (e.g. in relation to contract management), Kvantify is the
data controller regarding all processing of such personal data, because Kvantify
determines the purposes and means of the processing.
Kvantify provides the mandatory information in accordance with the applicable
legislation in Kvantify’s privacy policy, which has been made available for the
Customer with the Agreement and these Terms.
AMENDMENTS
Kvantify reserves the right to amend these Terms from time to time with at least
one (1) month’s notice. The Customer will receive notification of upcoming
amendments from Kvantify by email.
CHOICE OF LAW AND JURISDICTION
The Terms are governed by Danish law. Any dispute between the Parties shall be
resolved by the ordinary Danish courts in accordance with Danish law.
The Parties will attempt to settle any dispute by negotiation in good faith.
Kvantify ApS Page 8/8
Company reg.no.
42958093
Rosenvængets Allé 25,
st.
2100 Copenhagen
contact@kvantify.com