The Customer must submit a claim for service credits by submitting a support ticket. If the monthly uptime percentage of such request is confirmed by ABR and is less than the service commitment, ABR will confirm a service credit to the Customer within seven (7) days. The operational status and history of downtime, Information Security Vulnerabilities and Information Security Incidents is documented at https://status.adminbyrequest.com/.

2. ABR may, without prior notice to Customer, schedule Minor Maintenance Services on the SaaS Product on Saturdays or Sundays, which is excluded from counted monthly uptime. However, in case of scheduled Major Maintenance Services, ABR must provide Customer notice at least 5 Business Days prior to the scheduled Major Maintenance Services window.
3. Microsoft warrants that the underlying infrastructure is available to ABR with uptime of 99.99%. In the
   event that this is not the case, and a documented Microsoft Azure outage is documented at
   https://status.azure.com/enus/status, such outage is excluded from monthly uptime, as this is not within ABR’s reasonable control.
4. For the avoidance of doubt, downtime caused directly or indirectly by any of the following will not be considered an outage in accordance with this Section 6 or breach of this Agreement:
   • a Force Majeure Event;
   • a fault or failure of the Internet or any public telecommunications network;
   • a fault or failure of the Customer’s computer systems, networks or scheduled Maintenance Services carried out in accordance with this Agreement.
5. ABR may rely on certain third-party services to deliver certain features and functionalities within in the SaaS Product. Any interruptions, delays, or outages caused by the performance, availability, or downtime of third-party services shall not be considered a service outage and therefore not be included in monthly uptime percentage calculation set out in 6.1

7. TERMINATION

1. The Customer’s Subscription Term is set for 12 months at a time, unless otherwise specified in the Order. If Customer terminates this Agreement for convenience during the Subscription Term, the termination will take effect upon expiration of the Subscription Term set out in the Order.
2. At least 30 days prior to the end of the Subscription Term, ABR will contact the Customer for renewal of the SaaS Product. In the event of Non-Renewal, the Agreement will expire at the end of the Subscription Term.
3. Either party may terminate this Agreement for cause immediately by giving written notice of termination to the other party if the other party commits a Material Breach of this Agreement and the breaching Party fails to cure such breach within thirty (30) days of its receipt of written notice from the other Party outlining the nature of the breach.
4. Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party:
   • is dissolved;
   • ceases to conduct all (or substantially all) of its business;
   • is or becomes unable to pay its debts as they fall due; or
   • becomes insolvent or is declared insolvent.

8. EFFECTS OF TERMINATION

1. Upon termination or expiration of this Agreement:
   • Customer will have no further right to access or use the SaaS Product; and
   • Subject to any law, regulation, judicial or governmental order or request and subject to the need to retain any information of the other Party for legal or compliance purposes, each Party shall within thirty (30) days after written request return or destroy any tangible Confidential Information of the other Party within its possession or control which is not contained in the SaaS Product.
2. Any Customer Data contained in the SaaS Product will be deleted in accordance with the settings chosen by the customer for data retention in the SaaS Product portal. Customer acknowledges that it is solely responsible for exporting any Customer Data to which Customer desires continued access after termination and/or expiration, and ABR will have no liability for any failure of Customer to retrieve such Customer Data and no obligation to store or retain any such Customer Data after expiration of the chosen data retention period. Following termination of the SaaS Product, ABR may immediately deactivate Customer’s User Account or transfer to Free Plan. Customer may also, at any time during the Subscription Term, permanently delete its own tenant, including all its Customer Data using the tenant deletion option in the SaaS Product portal. Such deletion is irreversible, and if Customer deletes Customer Data during the Subscription Term, Customer acknowledges and agrees that (a) the deletion is permanent and irrevocable, (b) ABR shall have no liability for any loss, damage, or consequences arising from such deletion, and (c) no refunds, credits, or other compensation shall be provided for any unused portion of the Services.

9. PAYMENTS AND PRICE ADJUSTMENTS

1. ABR or an Authorized Partner will invoice you 12 months of subscription at a time in advance.
2. The Customer must pay the Payment to ABR or its Authorized Partner in accordance with the payment and invoice terms set out in the invoice.
3. The annual price adjustment for the SaaS Product under this Agreement shall be determined by the preceding calendar year’s United States Consumer Price Index (CPI-U) average (published by U.S. Bureau of Labor Statistics) with an additional two (2) percentage points added. For example, if the US CPI-U for the preceding calendar year is 1.5%, the price adjustment for the current year shall be 3.5%. However, the annual price adjustment shall not be less than zero (0) percent or higher than seven (7) percent.
4. All fees are exclusive of any indirect taxes (including VAT, GST, sales taxes or similar). Each Party is responsible for taxes imposed on its own net income. If Customer is required by law to withhold taxes from any payment to, the amount payable shall be increased so that receives the full amount it would have received had no withholding been required. Customer shall provide documentation of any withholding to upon request.

10. SUPPORT SERVICES

1. ABR will provide the Support Services on Business Days and during the Business Hours to the Customer during the Subscription Term. ABR aims at making first response within one business hour and guarantees that first response is a maximum one business day.

11. DATA PROTECTION

1. The Customer warrants to ABR that it has the legal right to disclose all personal data that it does in fact disclose to ABR under or in connection with this Agreement, and that the processing of that personal data by ABR for the Permitted Purpose in accordance with this Agreement will not breach any Applicable Data Protection and Data Privacy Laws.
2. To the extent that ABR will process personal data disclosed by the Customer, ABR warrants that:
   • it will act only on instructions from the Customer in relation to the processing of that Personal Data;
   • it has in place appropriate security measures (both technical and organizational) against unlawful or unauthorized processing of that Personal Data and against loss or corruption of that personal data;
   • it will not substantially diminish the security measures during the Subscription Term
   • it will not pass on or sell personal data to any third party

The security measures described herein are outlined in detail within the Data Processing Agreement, Appendix 3: Technical & Organizational Measures.

3. The Parties must enter into the Data Processing Agreement for this Agreement to be valid. Archived PDF copies of both agreements, issued to you, are legally binding at any time in the future. Such PDF copies can be downloaded at https://www.adminbyrequest.com/trustcenter. ABR reserves the right at any time to adjust or make changes within both agreements. Changes must be accepted by the Customer. If the Customer cannot agree to the changes, the Customer has 180 days to discontinue the use of the SaaS Product, in which term existing Agreements are valid. Such termination will not entitle Customer to pro-rata refund for the unused portion of the pre-paid fees.
4. ABR is obliged to take all necessary and reasonable measures to promptly mitigate and address Information Security Incidents. ABR shall determine, in good faith and in accordance with its information security and incident management policies, procedures, and recognized industry standards and best practices for incident management, whether such an event constitutes an Information Security Incident ABR will notify the Customer as promptly as possible considering the severity and potential impact.
5. ABR decides at its own discretion whether a weakness is considered an Information Security Vulnerability. Further, ABR reserves the right to categorize, and address identified Information Security Vulnerabilities at its sole discretion. ABR must notify Customer of Information Security Vulnerabilities. Such notifications will be sent to Customer as soon as the specific circumstances surrounding the Information Security Vulnerability have been sufficiently uncovered by ABR.

ABR retains the sole discretion to determine how to mitigate identified Information Security Vulnerabilities.

6. Notification if accordance with 11.4 and 11.5 of this Agreement will be provided to the email address which has been provided by the Customer in the relevant SaaS Product settings. If no email address is provided therein, notifications shall be sent to the email address listed for the Customer’s subscriber account.
7. In accordance with the EU Data Act, Customers may initiate switching at any time and without any charges beyond the fees already paid or due under the Agreement. Customer Data may be accessed, exported and deleted at any point during the Subscription Term and throughout the retrieval period described in the Documentation. The Customer determines when to begin exporting Customer Data and how the switching process is carried out. Extraction timelines depend on the Customer’s configuration, data volume, the chosen destination and other factors outside ABR’s control.

   Switching does not affect the fees already paid for the Subscription Term and does not entitle the Customer to any refund. The Customer should complete switching prior to termination of the SaaS Product, which the Customer may effect by providing up to 60 days’ notice to ABR. ABR will provide reasonable assistance during switching and will maintain appropriate care, continuity and security while switching is underway.

   Information about export methods, supported formats and interfaces, exportable and non-exportable data categories, switching steps, hosting regions and ABR’s approach to public-authority data-access requests is provided in the Documentation. Hosting locations are listed in Annex IV of ABR’s Data Processing Agreement.

12. INTELLECTUAL PROPERTY RIGHTS

1. Nothing in this Agreement operates to assign or transfer any Intellectual Property Rights from ABR to the Customer, or from the Customer to ABR. 
2. The Customer owns all right, title and interest in all Customer Data. Nothing in this Agreement shall be construed as granting ABR any rights in Customer Data beyond those expressly provided herein.

13. ASSIGNMENT

1. Neither party may assign any of its obligations or rights under this Agreement to a third party without the prior written consent of the other party, except in the case of a merger, acquisition, corporate reorganization or sale of assets.

14. ACKNOWLEDGEMENTS AND WARRANTIES

1. The Customer acknowledges that complex software is never wholly free from SaaS Product Defect; and subject to the other provisions of this Agreement, ABR gives no warranty or representation that the SaaS Product will be wholly free from SaaS Product Defect.
2. The Customer acknowledges that complex software is never entirely free from Information Security Vulnerabilities; and subject to the other provisions of this Agreement, ABR gives no warranty or representation that the SaaS Product will be entirely secure.
3. The Customer acknowledges SaaS Product Scope.
4. The Customer acknowledges that the SaaS Product are designed to be compatible only with that software and those systems specified as compatible in these terms; and ABR does not warrant or represent that the SaaS Product will be compatible with any other software or systems.
5. The Customer may not reverse engineer, decompile, disassemble, modify, translate, make any attempt to discover the source code of the SaaS Product, or create derivative works from the SaaS Product.
6. Notwithstanding any of the above, ABR warrants that
   • it shall provide the SaaS product in a professional manner consistent with general industry standards and the Documentation
   • the SaaS Product, and the use thereof, will not infringe any Intellectual Property Rights of a third party
   • it will use industry standard measures designed to detect unintended malicious or destructive code in the SaaS Product, including scanning all released files with VirusTotal’s multi-engine scanning
7. ABR shall not be liable for a breach of warranty under Section 14.6 that is the result of:—-a defect in any third-party products (including both hardware and software products) not provided by ABR as part of the SaaS Product; blocking of the execution of the SaaS Product by third-party products (including both hardware and software products) not provided by ABR as part of the SaaS Product; a failure by Customer to perform its obligations expressly stated in this Agreement; Customer Data; use of the SaaS Product by Customer that is not in conformity with this Agreement.
8. Customer shall, in writing, notify ABR of any breach of warranty within thirty (30) days after the date on which the incident giving rise to the breach occurred or was discovered by Customer. ABRs sole and exclusive liability, and Customer’s sole and exclusive remedy, for breach of these warranties will be for ABR, at its expense, to use reasonable commercial efforts to correct such nonconformity within thirty (30) days of the date that notice of the breach was provided; and, if ABR fails to correct the breach within such cure period, Customer may terminate the affected order and, in such event, ABR shall provide Customer with a pro-rata refund of any unused pre-paid fees paid for the period following termination. This Section 14.8 sets forth Customer’s sole and exclusive remedies, and ABR’s entire liability, for any breach of warranty.
9. All warranties, whether express, incorporated or implied, shall apply only during the applicable Subscription Term or specific warranty period expressly stated herein, and shall automatically expire upon the earlier of (i) the end of such period or (ii) termination of this Agreement. After such expiration, ABR shall have no further warranty obligations of any kind.
10. ABR shall, at its own cost, maintain in full force and effect during the Subscription Term of the Agreement the minimum insurance coverage that a prudent person in the business of ABR would maintain. Customer hereby confirms that it has reviewed the Certificate of Insurance made available by ABR. The most recent Certificate of Insurance will always be available in the Trust Center (https://www.adminbyrequest.com/TrustCenter). Should ABR at some point in time replace the current insurance, the Customer’s sole and exclusive remedy in case of any dissatisfaction with the new insurance, is to terminate the Agreement immediately upon written notice to ABR.

15. LIMITATIONS OF LIABILITY 

1. Each party is liable for any damage incurred due to its breach of the Agreement, subject to the limitations in this Section 15
2. In no event will either Party’s maximum aggregate liability to the other Party for any loss of profits or revenues, loss of goodwill, or for any direct and indirect, special, incidental, consequential or punitive damages arising out of or related to this Agreement, regardless of the cause of action and whether in contract, tort (including negligence), warranty, indemnity or any other legal theory, exceed the total amount paid or payable to ABR under this Agreement during the twelve (12) month period preceding the date of initial claim.

THE FOREGOING DISCLAIMER SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

16. INDEMNIFICATION

1. ABR shall defend and indemnify Customer and/or its Authorized Partners and their officers, directors and employees against all third-party claims, suits and proceedings resulting from the violation, misappropriation, or infringement of such third party’s patent, copyright, trademark or trade secret caused by Customer’s use of the SaaS Product in accordance with this Agreement and the Documentation, and all directly related losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees). However, the total indemnification obligation for either party is maximized to the subscription amount paid by Customer for the last 12 months. THIS PROVISION SHALL SURVIVE THE EXPIRY OROTHERTERMINATIONOFTHISAGREEMENT.
2. If the use of the SaaS product is restricted due to an infringement claim, ABR shall at its cost and expense and at its option:
   • procure for Customer the right to continue use; or
   • replace or modify the SaaS Product so that they cease to infringe the third party rights, without breaching the Agreement.
3. ABR shall not be obliged to defend or indemnify Customer to the extent that a claim of infringement results from:
   • Customer’s unauthorized modifications of the SaaS product;
   • Customer’s use of the SaaS product in contradiction with the Documentation provided therewith; or
   • a combination of the SaaS product and equipment or third-party software other than equipment or third-party software provided or approved by ABR, to the extent that the infringement is due solely to such combination. 16.4 ABR’s defense and indemnification obligations under this Agreement will become effective only upon, and are subject to: (a) Customer’s prompt written notice to ABR of any such claim; and (b) Customer granting ABR full control, authority, and access to all necessary information to defend against such claim. However, ABR may not settle any claim or admit fault on behalf of the Customer without the Customer’s prior written consent, which shall not be unreasonably withheld. Upon ABR’s request, Customer shall reasonably cooperate in the defense or settlement of any such claim.

17. CONFIDENTIALITY

1. Any previously executed non-disclosure agreement(s) (NDA/MNDA), if applicable, is understood to apply solely to the initial exchange of Confidential Information in connection with licensing of the SaaS Product. Such NDA/MNDA does not extend to or imply any matters relating to the SaaS Product or any disputes and disclosures arising from the SaaS Product.
2. The Parties must:
   • keep Confidential Information of the other Party strictly confidential;
   • not disclose the Confidential Information to any person without the other Party’s prior written consent, and then only under conditions of confidentiality approved in writing by the other Party;
   • use the same degree of care to protect the confidentiality of the other Party’s Confidential Information as used to protect own confidential information of a similar nature, being at least a reasonable degree of care;
   • act in good faith at all times in relation to the other Party’s Confidential Information; and
   • not use any of the other Party’s Confidential Information for any purpose other than the Permitted Purpose. 
3. Notwithstanding Clause 17.2, the Parties may disclose Confidential Information to the Party’s own officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Confidential Information for the performance of their work with respect to the Permitted Purpose and who are bound by a written agreement or professional obligation to protect the confidentiality of the Confidential Information.
4. This Clause 17 imposes no obligations upon the Parties with respect to Confidential Information which:
   • is known to the Parties before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
   • is or becomes publicly known or otherwise ceases to be secret or confidential through no act or default of the Parties;
   • is independently developed by the receiving Party without use of or reliance upon the disclosing Party’s Confidential Information, and the receiving Party can provide evidence to that effect; or
   • is obtained by the Parties from a third party in circumstances where the Parties has no reason to believe that there has been a breach of an obligation of confidentiality.
5. The restrictions in this Clause 17 do not apply to the extent that any Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request.
6. Except for Clause 17.1, the provisions of this Clause 17 shall continue in force for a period of 5 years following the termination of this Agreement, at the end of which period they will cease to have effect.

18. FORCE MAJEURE EVENT

1. Neither Party will be liable to the other Party for any Force Majeure Event. 19.

19. MISCELLANEOUS

1. If any portion or provision of this Agreement (including, without limitation, any portion or provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 
2. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior oral or written agreements, understandings, or communications, except that any prior non-disclosure agreements between the Parties, including those mentioned in 17.2, shall remain in full force and effect.
3. This Agreement may only be modified or amended, and no additional obligations may be imposed on either Party, except (a) through a written agreement that specifically references this Agreement and is signed by authorized representatives of both Parties, or (b) through the Customer’s acceptance of a subsequent electronic agreement provided by the Provider relating to the same Product or Services.

20. CONTACT

Contact information:

• Admin By Request Aps
• VAT NoDK31938112
• Ved Stranden 10
• 9000 Aalborg
• Denmark

Mail: support@adminbyrequest.com

For legal inquiries: legal@adminbyrequest.com

For privacy inquiries: DPO@adminbyrequest.com

For security inquiries: security@adminbyrequest.com

21. GOVERNING LAW AND JURISDICTION

1. This Agreement is to be governed by and construed in accordance with Danish law.
2. In the event of any dispute, controversy, or claim arising out of or in connection with this Agreement, the Parties shall first seek to resolve the matter amicably and in good faith through prompt and constructive dialogue between senior representatives of each Party.
3. If the dispute is not resolved within 30 days of the initiation of such discussions, the parties shall refer the matter to mediation. The mediation shall be conducted in good faith in accordance with the rules of a mediation body agreed upon by the parties in English and in a mutually agreed neutral location. 
4. No Party may initiate court proceedings unless and until the mediation process has been conducted and concluded, or one Party has refused to participate.
5. The courts of Denmark is to have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.