If a valid agreement exists between you and Group Caliber ApS, the terms of that agreement take precedence over these Terms. See Section 13.1 for further details.
Group Caliber ApS Terms of Service: These Terms may be updated from time to time as explained in Section 13.4. We encourage you to refer to these Terms regularly to ensure your compliance. They can be found at www.groupcaliber.com/terms-of-service.
1. Acceptance of Terms
Please read these Terms of Service (“Terms”) carefully before using www.groupcaliber.com or portal.groupcaliber.com (the “Website”) or other products or services offered by Group Caliber ApS (the “Services”). Terms take effect when you purchase and/or use any of the Services. You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are acting on behalf of an entity, such as the entity you work for, you represent to us that you have legal authority to bind that entity. For purposes of these Terms, “you” means you and the entity you represent and also refers to any person accessing the Services by any method on your behalf.
2. Description of Group Caliber ApS Services
2.1 Group Caliber ApS (“Caliber”, “we” or “us”) provides research and advisory services, as well as “Subscription Services”, which are a series of proprietary software programs developed by us that facilitate and automate the process of conducting stakeholder research (“Software”), accessed by you using a web browser or software application. Subscription Services are specified in a service order (“Service Order”) and are purchased on an annual or multi-year basis as set forth in a Service Order;
2.2 For purposes of these Terms, data includes all survey responses, reports, metrics and any other information input or generated on behalf of you in connection with the Subscription Services or other Services (“Data”).
2.3 Subject to your compliance with these Terms and your payment of any applicable fees, Caliber grants you a non-exclusive, non-transferable, royalty-free, revocable license to use the Services for your own internal business purposes.
2.4 Caliber may make modifications to the Services at any time, as it deems appropriate, and in its sole discretion, so long as it does not violate an applicable Service Order or other agreement between you and Caliber that is in force at that time.
3. Fees
3.1 During the Term, you will pay us those fees and charges specified in the applicable Service Order or other agreement between you and Caliber. You are responsible for all applicable taxes on the fees and charges paid by you, including, without limitation, any and all sales, use, and value-added taxes but not any taxes imposed on Caliber’s income. Unless otherwise specified in the Service Order or other applicable agreement between you and Caliber, Caliber’s invoices will be payable within 14 days net of receipt.
3.2 You are responsible for paying any additional fees resulting from exceeding the agreed number of responses or users on your account, unless this happens as a result of Caliber’s actions rather than yours.
4. Data
Caliber owns all right, title and interest in all Data provided to you as part of the Subscription Services or other Services. You have the right to unlimited internal use and processing of Data within your organization, including internal reports and publications, publications in annual reports and publications in media. You do not have the right to re-sell Data to 3rd parties not part of your organization without obtaining the official consent from Caliber. You represent, warrant, and covenant that you have and you will obtain all consents necessary for using and processing the Data in accordance with these Terms.
5. Use of the Services
5.1 The Subscription Services are designed to be used by you using a modern web browser, operating system, and an Internet connection.
5.2 You are responsible for controlling access to your account, including creating a strong password, protecting that password, and preventing unauthorized account usage or users.
5.3 Test and Free accounts are granted for a limited time period only, and Caliber reserves the rights at any time to change the timeframe of access, restrict or close access to a Test or Free account with no or short notice.
6. Unacceptable Usage
6.1 We may suspend your account at any time without notice for conduct that violates these Terms. Additionally, if you violate these Terms, you may be subject to legal liability and prosecution.
6.2 The following is a non-exhaustive list of content and use of the Services that are unacceptable and a violation of these Terms:
6.3 If your use of the Services requires you to comply with specific regulations, you are solely responsible for such compliance, unless we agree otherwise. You may not use the Services in a way that would subject us to those specific regulations without our prior written agreement.
6.4 You may not make the Subscription Service available to, or use the Subscription Service for the benefit of, anyone other than you or your users, unless otherwise agreed by us. User accounts cannot be shared by multiple individuals, and each individual should have their own user account to use the Services. User means your employees or other personnel who have been issued an individual password or other secured means of accessing the Services.
7. Caliber Software
7.1 We own all right, title and interest in and to the Services as delivered, all related Software and technology, and all of our content provided in connection with the Services, including all intellectual property rights in the foregoing. Nothing contained on this Website should be construed as granting any license or right to use any trademark without our prior written permission.
7.2 We and our licensors exclusively own all right, title, and interest in and to the Services, and any Services-related suggestions, ideas, enhancements, requests, feedback, and recommendations provided by you to us during your use of the Services.
8. Confidential Information
“Confidential Information” includes these Terms, Service Orders, other agreements between you and us, business and marketing plans and strategies, non-public business and technology information, trade secrets, Data, any written materials marked as confidential and any other information, materials, processes, methodologies and concepts, in visual, electronic, written and oral form, which reasonably should be understood to be confidential. Each of you and us will use commercially reasonable efforts, including appropriate technology and industry practices, to ensure the confidentiality, integrity and security of all Confidential Information. We maintain a comprehensive privacy policy at www.groupcaliber.com/privacy-statement. The above confidentiality obligations do not apply to information that you or we, as a recipient of such information from the other party, can document and prove: (i) was rightfully in such recipient’s possession or known to such recipient prior to receipt of such information; (ii) is or has become public knowledge through no fault of the recipient; (iii) is rightfully obtained by the recipient from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the recipient who had no access to such information; or (v) is required to be disclosed pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and, if permitted by applicable law, with advance notice to the recipient).
9. Indemnification
To the extent allowed by law, you agree to indemnify and hold us, and if applicable, our licensors, subsidiaries, affiliates, officers, directors, and employees harmless against any and all claims and expenses, including reasonable attorneys’ fees, arising from the use of the Services. This indemnification expressly includes your responsibility for any and all liability arising from the violation or infringement of copyrights, trademarks or other proprietary rights and from the use of any libelous or unlawful material contained within your Data.
10. Termination
10.1 We reserve the right to suspend or terminate your use of the Website and the Subscription Services, or the provision of any Services, at any time, without notice, if you are found in violation of these Terms.
10.2 Following any termination, Caliber will discontinue providing Services to you, and you will cease using Services. Within thirty (30) days after the end of the Term or termination of this Agreement you will pay to Caliber all outstanding undisputed fees due and owing as of the effective date of termination.
11. Limitations of Warranties
WE MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, ACCURACY, OR COMPLETENESS OF THE WEBSITE, SOFTWARE OR SERVICES. WE DO NOT REPRESENT OR WARRANT THAT: (A) YOUR USE OF THE SUBSCRIPTION SERVICES SHALL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE, OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS, OR DATA; (B) THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; OR (C) ALL NON-CONFORMITIES CAN BE OR WILL BE CORRECTED. ALL SERVICES PROVIDED BY US HEREUNDER ARE STRICTLY ON AN “AS IS” BASIS. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS OR WARRANTIES, CONDITIONS AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND MERCHANTABILITY. WE DO NOT MAKE ANY WARRANTIES, REPRESENTATIONS OR CONDITIONS WITH RESPECT TO ANY THIRD PARTY CONTENT, EXPRESS OR IMPLIED.
12. Limitation of Liability
WE DISCLAIM ANY LIABILITY FOR DAMAGES CAUSED BY OUR SERVICES OR THE CONTENTS OF THIS WEBSITE, UNLESS DUE SOLELY TO OUR INTENTIONAL WRONGDOING. OUR AGGREGATE LIABILITY FOR ANY CLAIM OR DAMAGE ARISING OUT OF OR RELATED TO THE SERVICES OR WEBSITE IS LIMITED TO YOUR DIRECT DAMAGES AND SHALL NOT EXCEED THE FEES YOU HAVE PAID US IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL WE BE LIABLE FOR LOST PROFITS, LOST DATA, INTERRUPTIONS OF BUSINESS, OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THIS WEBSITE OR THE SERVICES, REGARDLESS OF WHETHER WE HAVE NOTICE OF THE POTENTIAL FOR SUCH LOSS OR DAMAGE.
13. Other Terms
13.1 Entire Agreement: These Terms and any other relevant terms in a Service Order or other agreement constitute the entire agreement and understanding between you and us. If there is a conflict or contradiction between the provisions of these Terms and any other agreement, the relevant section of the agreement shall prevail in the following order: (1) applicable agreement, (2) Service Order, and (3) these Terms. Any other terms, conditions, or policies from any other agreements, such as purchase orders, written communications, or oral communications, are null and void. If you are purchasing a service whose terms are further defined in Service-Specific Terms, those terms, along with these Terms, are controlling.
13.2 Assignment: You are not permitted to sublicense the Services to third parties without our prior written permission.
13.3 Choice of Law and Forum: These Terms will be governed by the laws of Denmark without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transactions Act (UCITA). The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the courts located in Denmark, and both parties irrevocably consent to personal jurisdiction of such courts and waive all objections thereto.
13.4 Modifications to this Agreement: We may modify these Terms at any time by posting a revised version on this website or by sending a message to the email address associated with your account. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check this website regularly for modifications to these Terms. We last modified the Terms on the date listed at the end of these Terms.
13.5 Severability: In the event that any one or more of these provisions should be held invalid, illegal or unenforceable, such provisions will be modified, if possible, to the minimum extent necessary to make them valid and enforceable, or if they cannot be so modified, then severed, and the remaining provisions contained herein will not in any way be affected or impaired.
13.6 Waiver: Our failure to enforce strict performance of any provision of these Terms does not constitute a waiver of the right to subsequently enforce such provision.
13.7 Third Party Beneficiaries: These Terms create no rights for third party beneficiaries.
13.8 Disputes: You and we agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.
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