This License Agreement ("Agreement") is a legal agreement between you ("Licensee") and BeZoned Aps, a Denmark-based corporation, with its principal place of business at Stellavej 12, DK-2630 Taastrup ("Licensor"). This Agreement governs Licensee’s access and use of all software programs, data files, templates, apps, plug-ins, accompanying documentation, support, consulting services, and other materials provided by Licensor (collectively referred to as the “Software”). By accessing or using the Software, you represent and warrant that you have the authority to accept this Agreement, and you agree to comply with and be bound by the terms of this Agreement.
This Agreement applies to all purchases (“Orders”) entered into under this Agreement.
1. GRANT OF LICENSE
Licensor grants Licensee a limited, non-exclusive, non-transferable, revocable license to access and use the Software solely for purposes specified in this Agreement and in accordance with the accompanying documentation. All rights not expressly granted are reserved by Licensor.
The Software may contain or be provided with components that are subject to open-source software licenses. Any use of those components may be subject to additional terms and conditions, and Licensee agrees that any applicable licenses governing the use of the components will be incorporated by reference in this Agreement.
The Software does not support handling business secrecy or enterprise-level confidentiality, and Licensor disclaims any responsibility for the protection of such data if uploaded in violation of this restriction.
2. USE OF SOFTWARE
The right of use includes at the time of the acceptance of this Agreement, the most recently prepared and released version of the Software. The Licensee is obliged to use and accept updates where the functionality of the Software indicates this.
The Software is licensed, not sold.
Licensee shall at all times comply with any technical limitations in the Software, if such limitations only allow Licensee to use the Software in certain ways.
Specifically, Licensee must not:
Modify, reverse engineer, decompile, disassemble, reverse compile, translate, or otherwise attempt to derive the source code of the Software, except to the extent expressly permitted by mandatory Danish law.
Break or circumvent the technical limitations of the Software.
Delete, alter, or interfere with copyright, trademark, or proprietary rights notices contained in or associated with the Software, including on physical media.
Sell, rent, lease, lend, distribute, sublicense, or otherwise transfer the Software or any rights to it to any third party.
Make the Software available to third parties, including through hosting arrangements or service provision.
Use the Software in a manner that exceeds the scope of the license granted under this Agreement.
Make any modifications or changes to the Software without prior written authorization from Licensor.
Use the Software for any commercial purpose not expressly permitted under this Agreement or link to the Software (actively or passively) in a disloyal or misleading way.
Licensee will control access to and use of the Offerings and is responsible for any use of the Offerings that does not comply with this Agreement.
Use of the Software requires that Microsoft Teams is installed at Licensee’s computer and that Licensee has a valid Microsoft Teams license.
3. SUBSCRIPTIONS AND FEES
The Software is subject to fees outlined on Licensor’s website, Microsoft AppSource, reseller websites, or order forms.
Licensor reserves the right to change fees with at least one month's written notice, effective from the first day of the following calendar month. For example, if Licensor announces a change in fees on October 31st, such change will take effect on the following December 1st.
Failure to pay applicable fees may result in termination of Licensee’s license in accordance with section 4 (Term and Renewal).
Invoicing of Licenses purchased on Microsoft App Source is handled by Microsoft. Microsoft will invoice and charge Licensee under the terms of the Microsoft AppSource Terms of Use and applicable Order.
4. TERM AND RENEWAL
The license term is the agreed subscription period of the Order and is included herein. The license will automatically renew for the same duration as in the original Order unless terminated before the expiry of the current term. The Licensee will receive a reminder approximately one month prior to the renewal date, including a link to manage or cancel the subscription.
Licensor may choose not to renew or terminate the license early by refunding any unused portion of prepaid fees.
Either party may terminate this Agreement, if the other party (a) becomes financially insolvent or enters into liquidation; or (b) fails to observe any one of more of its material obligations under the Agreement, and fails to remedy such default(s) within ten (10) business days after such party has been given written notice of such default(s).
5. ACCOUNT SECURITY
Licensee is responsible for maintaining the confidentiality of Licensee account credentials and for all activities conducted under Licensee account. Licensee must notify Licensor immediately of any unauthorized access or security breaches.
6. DATA PRIVACY
Licensor is data processor, and the Parties have entered into a Data Processing Agreement, which is to be considered an integrated part of this agreement.
Licensor stores the Licensee's data safely and in accordance with applicable GDPR-legislation and its Product Privacy Policy. The Licensee is deemed to have read and accepted the Product Privacy Policy upon acceptance of this Agreement.
Licensor is not in any way liable for and does not warrant, that the Software is compliant with GDPR regulations specific to the country of the Licensee or with interpretations of EU regulations by the local Data Compliance Authorities, that differ from the interpretations by the Danish Data Compliance Authorities.
Licensee is responsible for complying with applicable data protection and privacy laws while using the Software. It is solely the responsibility of the Licensee that the use of the Software is compliant with the GDPR regulations, including local regulations.
7. CONFIDENTIALITY
The parties will treat all confidential information exchanged between the parties under this Agreement in accordance with the separate nondisclosure agreement (“NDA”) executed by the parties. If no separate NDA is in effect, the following provisions apply to the parties’ exchange of confidential information.
“Confidential Information” is non-public information that is designated “confidential” or that a reasonable person should understand is confidential, including, but not limited to, Licensee Data, Support Data, the terms of this Agreement, and Licensee’s account authentication credentials. Confidential Information does not include information that: (1) becomes publicly available without a breach of a confidentiality obligation; (2) the receiving party received lawfully from another source without a confidentiality obligation; (3) is independently developed; or (4) is a comment or suggestion volunteered about the other party’s business, products, or services.
Each party will take reasonable steps to protect the other’s Confidential Information and will use the other party’s Confidential Information only for purposes of the parties’ business relationship. Neither party will disclose Confidential Information to third parties, except to its Representatives, and then only on a need-to-know basis under nondisclosure obligations at least as protective as this Agreement. Each party remains responsible for the use of Confidential Information by its Representatives and, in the event of discovery of any unauthorized use or disclosure, must promptly notify the other party.
A party may disclose the other’s Confidential Information if required by law, but only after it notifies the other party (if legally permissible) to enable the other party to seek a protective order.
These obligations apply: (1) for Licensee Data, until it is deleted by Licensor; and (2) for all other Confidential Information, for a period of five years after a party receives the Confidential Information.
8. RIGHTS AND OWNERSHIP
All intellectual property rights in/to the Software are owned by Licensor or its licensors. This Agreement does not transfer ownership of the Software to Licensee. Licensee must not copy, reproduce, or distribute the Software without prior written consent from Licensor. Licensor retains all right, title and interest in and to the Software, including, but not limited to, all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, computer codes and moral rights whether registered or not and all applications thereof.
9. THIRD PARTIES
Licensee access to third-party content or services via the Software is governed by the respective third party's terms. Licensor disclaims responsibility for any third-party content or services, including their privacy practices or delivery of goods.
The Software relies on the availability, stability, and correct functioning of third-party Software and services to operate as intended. These may include collaboration Software, communication frameworks, or software environments required for the Software to function or integrate properly.
Licensor makes no representations or warranties regarding the uninterrupted availability, compatibility, or performance of such third-party Software. Any limitations, outages, disruptions, or changes to these Software may affect the functionality or accessibility of the Software.
Licensor shall not be liable for any direct, indirect, incidental, or consequential damages resulting from such third-party Software disruptions, nor for any resulting limitations in the operation, support, or continuity of the Software. Licensee acknowledges and accepts that the Software's operation is dependent on the continued availability of such third-party services.
10. NO WARRANTIES
The Software is provided "AS IS" without warranties of any kind, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement. Licensor does not guarantee uninterrupted use or compatibility with other software. Any reliance on the Software's results is at Licensee’s own risk.
Thus, Licensee is entirely responsible for any validation and use of results produced by the software or by application of any numbers, examples, or templates included therein or in any accompanying materials.
Licensor does not make, and hereby disclaim, any and all express, implied, or statutory warranties, including implied warranties of condition, uninterrupted use, accuracy of data, merchantability, satisfactory quality, fitness for a particular purpose, noninfringement of third-party rights, and warranties (if any) arising from a course of dealing, usage, or trade practice.
Licensor does not warrant against interference with use of the software; that the software will meet Licensee’s requirements; that operation of the software will be uninterrupted or error-free; or that the software will interoperate or be compatible with any other software or that any errors in the software will be corrected. No oral or written advice provided by Licensor or any authorized representative shall create a warranty.
11. LIMITATION OF LIABILITY
In no event shall Licensor be liable, whether in contract or tort, or otherwise for any incidental, indirect, consequential or unforeseeable loss, damage or expense, loss of profits, loss of business, loss of opportunity, loss or corruption of data, however arising, even if advised of the possibility of such loss or damages being incurred.
In no event shall Licensor’s liability for all damages (except as required by applicable law) exceed the actual fees paid for Licensee’s use of the Software during the most recent three (3) months term prior to the incident occurring.
If there is a risk of infringement of third-party rights by the continued use of the software, Licensor is entitled to its own choice of (a) providing Licensee with the right to continue using the software, (b) changing the software so that the violation ceases, or (c) terminating this Agreement with immediate effect and in the latter case reimbursing any prepaid license fee. Such reimbursement shall constitute Licensee’s sole and exclusive remedy for the early termination of the Agreement and any claims of infringement. Licensee may not raise any additional claims, including any claims against Licensor regarding the (dis-)continued software license, or any disruption in the use of the software.
The remedies provided in this Agreement are the exclusive remedies of the parties.
12. INDEMNIFICATION
Licensee agrees to indemnify and hold harmless Licensor from any claims or damages resulting from Licensee’s use of the Software or Licensee’s breach of this Agreement.
By accepting this Agreement, Licensee expressly confirms and warrants that they are not a “consumer” within the meaning of applicable consumer protection laws, including but not limited to the Danish Consumer Contracts Act (forbrugeraftaleloven) and relevant EU directives. The Software is not intended for consumer use, and all terms of this Agreement are drafted and agreed upon under the assumption that Licensee is acting for commercial or professional purposes.
13. FORCE MAJEURE
Licensor is not liable for failure to fulfill obligations due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, or technical issues.
14. EQUITABLE REMEDIES
Licensee agrees that if the terms of this Agreement are not specifically observed, Licensor may be irreparably damaged, and that Licensor shall be entitled, without bond, other security or proof of damages, to appropriate equitable remedies.
15. USE OF ANONYMIZED DATA
The Licensor may collect, process, and use data derived from the Licensee’s access provide support and related services to the Licensee.
In addition, Licensor may access and use fully anonymized data from the Licensee’s access and use of the Software for the purposes of system operation, support, improvement, and development of the Software and related services. This may include the use of data for statistical, benchmarking, analytical, and research purposes.
All such data shall be fully anonymized in accordance with industry best practices and applicable laws before any such use. Anonymization will be performed in a manner that ensures data cannot be used to identify the Licensee, its users, or any individual person.
For Licensees located in the European Economic Area (EEA) or otherwise subject to the General Data Protection Regulation (EU) 2016/679 ("GDPR"), the Licensor shall ensure that any processing of personal data is conducted in accordance with the GDPR, and that only data which has been fully anonymized—meaning it no longer constitutes “personal data” under Article 4(1) GDPR—will be used for analytical purposes.
For Licensees located in the United States, the Licensor shall ensure that data usage is consistent with applicable federal and state privacy laws, including but not limited to the California Consumer Privacy Act (CCPA) as amended by the California Privacy Rights Act (CPRA), and other applicable regulations. The Licensor will not sell, share, or disclose any personal data in a manner that contravenes applicable law.
The Licensor shall not be able to and shall not re-identify fully anonymized data nor permit any third party to do so. Fully Anonymized data may be stored and processed in jurisdictions where the Licensor or its service providers operate, subject to appropriate safeguards.
16. GOVERNING LAW
This Agreement is governed by the laws of Denmark, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to this Agreement. Disputes may be resolved at the Licensor’s discretion:
In the courts of the Licensee’s jurisdiction; or
By arbitration administered by The Danish Institute of Arbitration in Copenhagen, Denmark, in English.
17. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties concerning the Software and supersedes all prior or contemporaneous agreements, proposals, or communications, whether oral or written, relating to the Software.
18. AMENDMENTS
Licensor may modify this Agreement by providing notice via the Software or email. Continued use of the Software constitutes acceptance of such changes.