1. GENERAL TERMS
a) Invoicing Details. All invoicing details are specified in the contract signed.
b) Failure to pay. In the event that an invoice becomes overdue, Pleaz will notify Customer by phone or email. After Pleaz has provided notice, Customer will have five business days to pay the overdue invoice. If Customer fails to make the payment by the end of the notice period, the Fees owed shall be subject to a late payment penalty of 5% of the unpaid amount due for each month or such lesser amount as may be the maximum amount permitted per month by applicable law. Pleaz reserves the right to suspend provision of the Included Services until payment has been made.
3. USE OF THE INCLUDED SERVICES
a) Ownership. Pleaz owns and shall remain the sole owner of all intellectual property rights vested in the Included Services created prior to or during the performance by the parties of this Agreement. This ownership right includes any inventions, patents, utility model rights, copyrights, design rights, mask works, trademark rights, or knowhow, whether registered or not.
b) Right to Use. Pleaz grants to the Customer a right to use the Included Services on a revocable, nonexclusive, non-perpetual and non-transferable basis. Customer has no right to retain or to use the Included Services after termination of the Initial Term or a Renewal Term (if applicable). Customer can only create the amount of users that is described in the agreement. Customer will have access to the Included Services only for the website domain specifically agreed upon with Pleaz. This right includes updates and new releases of the Included Services but not new modules/services/products added to the Included Services, if not specifically mentioned in this agreement.
c) Limitations of use. The Customer’s use of the Included Services on such website(s) is subject to the Limits as specified in Section 1. If the Customer exceeds the limitations, Pleaz will notify the Customer of such excess use and discuss appropriate upgrades of the Customer subscription.
Unless Customer and Pleaz expressly agree in writing otherwise, the Included Services may only be run on public websites and Customer Intranets (if specifically and separately agreed upon) that do not contain special categories of sensitive data as defined in the General Data Protection Regulation (EU) 2016/679 Article 9. Customer has no right to rent, lease, assign, transfer, sublicense, display or otherwise distribute or make the Included Services available to any third party, unless specifically stated in this agreement. The Included Services may not be (a) used in the performance of services for or on behalf of any third party or as a service bureau; (b) modified, incorporated into or combined with other software, or created as a derivative work of any part of the Included Services; or (c) used for any illegal purpose. Customer may not modify, disassemble, decompile or otherwise reverse engineer the Included Services nor permit any third party to do so except as expressly permitted by law.
4. LIMITATION OF LIABILITY
a) Pleaz can in no way and under no circumstances be held responsible/liable for any injuries, incidents or similar associated to using the platform.
b) Before you start exercising, consult your doctor or get professional advice to prevent injuries and protect your health.
c) If you start feeling dizzy or show any other kind of discomfort while following a guided exercise, please do not continue.
d) The suggestions and tips in this webpage are intended as general guidance, applicable in a wide range of situations, though it must be understood that this may not be applicable in all cases. Therefore, these should not be taken as prescriptive directions and shall not replace health professional assessments and recommendations.
e) Caution must be exercised in following the tips provided in case there are specific health considerations. We recommend consulting a qualified health care professional/doctor for any queries related to your personal health situation.
f) The use of any information provided on this site is solely at your own risk. You must understand that when participating in any exercise, there is the possibility of physical injury. If you engage in this platform to follow any specific exercise, you agree that you do so at your own risk, that you are voluntarily participating in these activities, assume all risk of injury to yourself, and agree to release and discharge Pleaz and any company you are associated with or employed by, from any and all claims or causes of action, known or unknown, arising from and or in connection with the use of this platform.
g) As such, each party shall not be liable to the other party for any indirect, special, incidental, punitive damages caused by Customer’s use of the Included Services, including, but not limited to, loss of data, loss of business or other loss arising out of or resulting from this agreement even if it has been advised of the possibility of such damages. Furthermore, in no event shall a party’s cumulative liability exceed the amount of the fee or price agreed between the Customer and Pleaz.
5. REPRESENTATIONS AND WARRANTIES
a) For Pleaz: Pleaz represents and warrants that: (i) it has the full power and authority to enter into and perform its obligations under this Agreement; and (ii) the Included Services will perform substantially as described in this Agreement for the Initial Term and any Renewal Term, provided that it is used in accordance with the Agreement, including on the specified domains. These representations and warranties are only for the benefit of Customer.
b) For Customer: Customer represents and warrants that: (i) it has the full power and authority to enter into and perform its obligations under this Agreement; and (ii) it has full and legal right or authorization to display, disclose, transfer, assign or convey the information set forth and accessible on the websites on which the Included Services will be administered.
c) Disclaimer: Except for the express representations and warranties listed in the Agreement or these Terms, each party makes no representations or warranties of any kind, whether express or implied. No oral or written information or advice given by either party will create a representation or warranty. Specifically, Pleaz makes no representations or warranties with regard to the use of the Included Services for the purpose of ensuring Customer compliance with any laws or regulations.
6. TERMINATION OF SERVICES
a) Termination without Cause. During the Initial Term or any subsequent Renewal Term (if applicable), either party may terminate this Agreement at any time for its convenience by giving written notice to the other party with a 30 days period of notice and at least 90 days prior to the start of any Renewal Term.
b) Termination with Cause. Without affecting any other right or remedy available to it, either party may terminate this Agreement, with immediate effect in the event of a material breach by the other party. Material breach shall include (i) any violation of the payment terms, (ii) any material breach that a party has failed to cure within twenty-one (21) calendar days after receipt of written notice by the other party, (iii) an act of gross negligence or willfull misconduct of a party; and (iv) the insolvency, liquidation or bankruptcy of a party.
Each of the parties agrees to
(a) maintain in confidence any non-public information of the other party, whether written or otherwise, disclosed by the other party in the course of performance of this Agreement (‘Confidential Information’);
(b) use its best endeavours to protect Confidential Information in accordance with the same degree of care with which it protects its own Confidential Information; and
(c) not disclose the other party’s Confidential Information to any third party, except in response to a valid order by a court or other governmental body or as required by law.
The receiving party will promptly give notice to the disclosing party of any disclosure of the other party’s Confidential Information.
This Agreement is binding upon and will only benefit the parties. Except as otherwise expressly provided in this Agreement, neither party may assign, transfer, convey or encumber this Agreement or any rights granted in it without the prior written consent of the other party (such consent not to be unreasonably withheld).
9. LAW & DISPUTE RESOLUTION
These terms and any dispute in relation to the Included Services, or the Customer’s use thereof, will be governed by and construed in accordance with the laws of Denmark. In the event of any suit or proceeding arising out of or related to this Agreement, the courts of Denmark will have exclusive jurisdiction.
10. RELATION TO OTHER DOCUMENTS
This document constitutes a part of the agreement between the parties. Any other standard or boilerplate terms and conditions included in any document provided by one party to another (e.g., click-wrap agreements and purchase orders) are not to be considered agreed upon and will not be binding on either party. Any changes or modifications to this Agreement must be in writing and signed before taking effect.
11. FORCE MAJEURE
Force majeure event means any circumstance not within a party’s reasonable control including, without limitation:
If a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (Affected Party), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
The Affected Party shall:
(a) as soon as reasonably practicable after the start of the Force Majeure Event but no later than seven days from its start, notify the other party in writing of the Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
(b) use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.
If the Force Majeure Event prevents, hinders or delays the Affected Party’s performance of its obligations for a continuous period of more than eight weeks the party not affected by the Force Majeure Event may terminate this agreement by giving four weeks written notice to the Affected Party.