1. INTRODUCTION TO TRICENT’S SERVICES

  1. Permission: These terms and conditions govern the relation between Customer and Tricent for the use of Tricent’s Services. By using Tricent’s Services, Customer is accepting these terms and related Documents are applying for the use of Tricent’s Services (the "Terms of Use") and Tricent gives Customer permission to use Tricent’s Services in accordance with the Terms of Use. It is therefore Customer’s responsibility to ensure, that end-users, Affiliates, and Third-Party complies with the Terms of Use, if Customer has provided them access to Tricent’s Services.
  2. Modification: Tricent may amend the Terms of Use to reflect changes to Tricent’s Services and service thereof. Tricent will provide Customer with reasonable advance notice and with the opportunity to review the changes. If Customer cannot accept the revised Terms of Use, Customer may terminate in accordance with 14.1. The aforesaid changes will come into effect at the renewal date of the Subscription, unless notice is given in Customer’s renewal period as described in 14.1, then the changes will come into effect at the next renewal date. The foregoing notification and effectiveness requirements  does not apply if; (1) Tricent launches new features or services to Tricent’s Services, or (2) in urgent circumstances, where Tricent acts to avoid abuse or to adhere to legal requirements.
  3. Description of Service: Tricent’s Services is a SaaS-Service, which permits Customer to purchase access to Tricent’s Services on a Subscription basis. Tricent’s Services permit the Customer to extract data from a solution provider, such as Google Drive or Microsoft OneDrive, Teams or SharePoint (“Third-Party Solution(s)”), by using this Third-Party’s Solutions API as a data source. The data source is stored in a database web application, which enables automated processing and interaction by end users and/or admins for the purpose of ensuring user and domain wide data sharing compliance.
  4. Free Trial: Tricent may provide Customer with a free trial for the Tricent’s Services. Such access may not be complete or fully functional and therefore it is at Customer’s sole risk to use the free trial. Tricent may at any time, terminate Customer’s access to the trial without any liability.

2. USE OF Tricent’s Services

  1. Use: Tricent’s Services may only be used for its intended purpose and in accordance with the Terms of Use. As such, Tricent’s Services does not permit Customer to; (i) assign Tricent’s Services outside Customer Group (ii) transfer, (iii) sub-license, (iv) copy or decompile, (v) violate Tricent’s Intellectual Property Rights related to Tricent’s Services, (vi) or use Tricent’s Services to violate personal rights, Intellectual Property Rights, or use it in any immoral or illegal way.
  2. Access: To use Tricent’s Services, it  requires a user account at a Third-Party Solution provider. Access to a Third-Party Solution may be subject to the providers terms. As such, Customer is solely responsible for updating all permissions to Third-Party’s Solutions and Customer’s data sources used for Tricent’s Services.
  3. Update: Tricent may collect logs and data regarding the performance and the use of the Tricent’s Services, and at its discretion, make available and/or implement future updates. Any updates will be subject to the existing Terms of Use.
  4. User-Information: Tricent has created a user-guide to enhance the experience with Tricent’s Services. The user-guide sets out guidance to use  Tricent’s Services and the technical aspect of Tricent’s Services. The user-guide may be found at: support.tricent.com. Tricent is constantly developing new technologies and features to improve Tricent’s Services. We may therefore regularly update the user-guide to reflect our services.

3. PAYMENT

  1. Payment: Tricent Group will bill the Customer for the Subscription period in accordance with  the applicable payment terms and it may be done annually or pro-rate. Any amount billed is with the addition of any applicable national, federal, state, or local VAT, sales or use taxes, duties, fees, levies, and must be paid in the currency and within the number of days stated in the invoice.
  2. Interest: For any overdue payments Tricent is entitled to an interest of 1.5 % per month.
  3. Fee Adjustment: Tricent may, at Tricent’s sole discretion, adjust the fees charge for accessing Tricent’s Services to reflect changes to the European Union Consumer Price Index, the Customer will be given thirty (30) days’ notice by Tricent and will have the option to terminate the Agreement in accordance with 14.1.
  4. Dispute: If Customer disputes any item of the invoice in whole, or in part, and in good faith, Customer must notify the party in Tricent Group who sent the bill of the reasons within fifteen (15) business days of the invoice date and reasonably cooperate with Tricent Group in resolving the dispute. If the Parties are unable to resolve the invoice dispute within fifteen (15) business days of receipt of notice, each Party will have the right to seek remedies pursuant to this Agreement. For clarity, any undisputed fees must be paid in full in accordance with this Section.

4. SUPPORT AND INTERRUPTIONS

  1. Support Request: Tricent is responsible for providing ongoing maintenance and support service for Tricent’s Services as described in SLA. Customer may therefore submit a request for support under the SLA at:  https://www.tricent.com/service365 and https://www.tricent.com/servicegws .
  2. Scope of Support: The maintenance and support services only apply to Tricent’s Services and do not apply to Third-Party Products, or other services not purchased or part of the Subscription.
  3. Planned Interruptions: Tricent are entitled to interrupt the use of and access to Tricent’s Services, if this is due service or system maintenance, restructuring, or adjustment of the product and installations. For any planned interruption, Tricent will notify Customer with fourteen (14) business days prior to the planned interruption.
  4. Unplanned Interruptions: Tricent may immediately interrupt the use of and any access to Tricent’s Services, in; (1) urgent circumstances, where Tricent acts to avoid abuse, security risks, and to adhere to legal requirements, or (2) to cure a malfunction or defect whether caused by Tricent or Third Party Solution. If Tricent choice to interrupt the use of and access to Tricent’s Services, Tricent will, as soon as possible, notify Customer of the interruption and provide Customer with a reason for the interruption.
  5. Third-Party Solution Interruptions: If a Third-Party Solution provider is the primary cause of a service interruption, Tricent’s commitment under the SLA, will begin when any intermediate Third-Party Solution providers have resolved their service interruption.

5. SECURITY

  1. Security Measures: Tricent is certified as a Google and Microsoft partner. As such, Tricent regularly review and  implements reasonable and appropriate security measures designed to protect Customer’s Data against unauthorized or unlawful processing, accidental or unlawful destruction, accidental loss, or alteration, and unauthorized disclosure or access.

6. AUDIT

  1. Audit:  Tricent and Customer has the right to perform an audit of the other Party. The Party who is being audited (“Non-Auditing Party”) shall permit the Party who is auditing and its representatives (Auditing Party), on reasonable notice, no less than fourteen (14) business days, and during normal business, hours to access and inspect copies of the Non-Auditing Party’s records and to meet with the Non-Auditing Party’s personnel for the purpose of auditing the Non-Auditing Party’s compliance with its obligations under this Agreement. The Non-Auditing Party shall give all necessary and reasonable assistance, free of charge, to conduct such audits. Such audit rights shall continue for one-year (1) after termination or expiration of the Subscription.

7. INSURANCE

  1. Coverage: Tricent and Customer shall maintain levels of insurance sufficient to cover their respective liabilities and obligations under the Agreement. As such, Tricent will maintain the following insurances with reputable insurers, to the extent that such insurances are relevant for Tricent’s Services:
  1. General Third-Party Liability: DKK 7,000,000 in the annual aggregate;
  2. Products Liability: DKK 7,000,000 in the annual aggregate;
  3. Professional Indemnity: DKK 7,000,000 in the annual aggregate.

8. PRIVACY

  1. Data Privacy: Each Party shall comply with applicable Data Protection Laws. Tricent may collect information for the purpose of providing the Tricent’s Services. Tricent has created a privacy policy. The privacy policy is meant to help understand what information being collected, why Tricent collect it, and how Customer may export, and delete its information. The privacy policy may be found at: https://www.tricent.com /privacy-policy.
  2. Process: If Personal Data is being processed by using the Tricent’s Services, the Parties agree that Tricent is a Data Processor and Customer is a Data Controller. Tricent will process the data in accordance with Tricent’s data processing agreement, which may be found at: https://www.tricent.com/data-processing-agreement.

9. CONFIDENTIALITY

  1. Confidential: Tricent and Customer shall during the Subscription and up to five years after termination of the Subscription not:
  1. disclose to any person, any Confidential Information concerning the business, affairs, customers, clients, or suppliers of the other Party, except with the other Party’s prior written consent or except as permitted hereunder;
  2. use the other Party’s Confidential Information for any purpose other than in relation to the Agreement.
  1. Permitted Disclosure: The foregoing confidentiality obligation set forth under 9.1, shall not apply to; (i) information that is lawfully known at the time of disclosure, (ii) already public knowledge or becomes so at a future date (not as a result of a breach), (iii) may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority, (iv) to its employees, officers, representatives, or advisers who need to know such information for the purposes of carrying out the Party’s obligations under this Agreement (provided that each Party shall procure the compliance of its employees, officers, representatives, or advisers, with all the confidentiality obligations herein), or (v) information disclosed in accordance with 9.3. .
  2. Use of Name and Logo: Tricent may use Customer’s name and logo to generically announce this Agreement for the purpose of: (i) announcing the Agreement on its website and (ii) at non-public sales presentations. For any other use of Customer’s name or logo, Trident must obtain written consent from Customer.

10. INTELLECTUAL PROPERTY RIGHTS

  1. Customer’s Data: Customer retains all right, title, and interest (including any Intellectual Property Rights) in and to Customer’s Data. Customer grants to Tricent a non-exclusive, worldwide, non-revocable, royalty-free right to collect, use, modify and process Customer’s data solely for the purpose of: (i) providing Tricent’s Services and related services and (ii) to generate anonymous data to improve Tricent’s Services and related services.
  2. IPR: Tricent and Customer each retains all rights to its Intellectual Property Rights, and Tricent’s Services shall remain the property of Tricent including all Intellectual Property Rights deriving from, related to, improvement of Tricent’s Services or related services in whatever nature.

11. WARRANTIES

  1. Tricent’s Warranty: During the Subscription for Tricent’s Services, Tricent warrants to Customer that:
  1. the Tricent’s Services will considerably conform with the specifications provided under this Agreement, if used for its intended purposes and in accordance with the Agreement;
  1. any support services provided by Tricent in accordance with the SLA will be provided in a professional manner;
  2. Tricent will during the Subscription implement and maintain the security measurements as described in the SLA;
  3. By making Tricent’s Services available to Customer, Tricent has not infringed up any Third-Party’s Intellectual Property Rights in the United States of America or the European Union.
  1. Customer’s Warranty: During the Subscription for Tricent’s Services, Customer warrants to Tricent that:
  1. it will use Tricent’s Services, or related services hereof, in accordance with the Agreement and only for its intended purpose.
  1. Remedy: Customer must notify Tricent in writing within thirty (30) days of the discovery of a potential warranty breach. Tricent shall use reasonable efforts, in its discretion, to modify or replace the affected portion of Tricent’s Services or related service, or if it determines this remedy is not commercially reasonable, either Party may terminate the Agreement with ten (10) business days’ written notice. Upon termination, Customer will receive refund of any prepaid and unused Subscription fees. The refund will be Customer’s sole and exclusive remedy for any breaches of the warranty section.
  2. Disclaimer: Except as otherwise provided in section 11, Tricent’s Services and related services hereof is provided “as is” and “as available” and Tricent, including its Reseller or suppliers, disclaims all warranties – express or implied - arising out of or related to this Agreement, including without limitation, any warranty of merchantability, or fitness for a particular purpose, each of which is hereby excluded by agreement of the parties.

12. INDEMNIFICATION

  1. Tricent’s Indemnification: Tricent shall indemnify, defend, and hold harmless Customer against damages, costs, expenses, and reasonable attorneys’ fees resulting from claims arising out of or in connection with;
  1. a Third-Party alleging infringement of its Intellectual Property Rights in the United States and the European Union and to the extent the claim is related to Customer’s use of Tricent’s Services. The foregoing indemnification obligation shall not apply, if the claim arises directly from the combination of the use of Tricent’s Services with a Third-Party Product, or by Customer’s contributory negligence to the claim; or
  2. fraud or wilful misconduct of Tricent;
  1. Customer’s Indemnification: Customer shall indemnify, defend, and hold harmless Tricent against damages, costs, expenses, and reasonable attorneys’ fees resulting from claims arising out of or in connection with;
  1. Customer’s use of Tricent’s Services in a prohibited manner.
  2. fraud or wilful misconduct of Customer.
  1. Notice: Each Party shall immediately and in no event later than thirty (30) calendar days after becoming aware thereof, notify the other Party, in writing, of any claim, suit or proceeding of actual or alleged infringement, which could give rise to the indemnity obligation.
  2. Negotiation and Litigation: At the indemnifying Party’s request and expense, the non-indemnifying Party shall permit the indemnifying Party to conduct all negotiations and litigations. The non-indemnifying Party shall also provide all reasonable assistance to the indemnifying party, and the indemnifying party shall pay the non-indemnifying Party’s reasonable costs and expenses so incurred. For the avoidance of doubt, the non-indemnifying Party shall not admit any liability or agree any settlement in any such claim of actual or alleged infringement of Intellectual Property Rights, without the prior written consent from the indemnifying Party.
  3. Replacement: Tricent may, at its sole discretion and expense, modify or replace Tricent’s Services to avoid any alleged or actual infringement. Any modification or replacement may not substantially affect the functionality of Tricent’s Services. If Tricent is unable to modify or replace the part of Tricent’s Services subject to the infringement claim, Tricent may terminate Customer’s access or remove the affected feature(s) from Tricent’s Services and  require Customer to do the same on all of its platforms. For any reduction of performance of Tricent’s Services or termination, Customer will receive an equal refund of any Subscription fees it has pre-paid. The foregoing shall be the sole and exclusive remedy available to Customer.

13. LIMITATION OF LIABILITY

  1. Limitation of Liability: Notwithstanding any provisions to the contrary elsewhere, in no event will either Customer Group’s and Tricent Group’s total cumulative liability for all claims arising out of or related to this Agreement exceed the total amount Customer has paid for the Subscription under this Agreement during the twelve (12) months’ immediately preceding such claim, except for liability for claims arising out of either Customer Group’s or Tricent Group’s willful misconduct, fraud, or liabilities that cannot be limited by law.
  2. Limitation of Indirect Damages: In no event will either Customer Group and Tricent Group be liable for any consequential, indirect, exemplary, special, or incidental damages, lost profits, arising from or relating to this Agreement.

14. DURATION AND TERMINATION

  1. Subscription period: The Subscription will commence on the date on which the Customer is granted access to Tricent’s Services. Each Subscription period will automatically renew for an additional successive twelve (12) months’ period, unless either Party gives written notice of non-renewal ninety days (90) calendar days prior to the end of the current Subscription period or is terminated for breach under clause 14.2.
  2. Termination for Breach: Either Party may terminate this Agreement immediately, including any outstanding order, if the other Party: (i) fails to cure any material breach of this Agreement (including a failure to pay undisputed fees) within thirty (30) calendar days after written notice detailing the breach; (ii) ceases operation without a successor; (iii) becomes subject to sanctions or in violation of export control laws; (iv) or if permitted by applicable law, seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any of these proceedings are instituted against that Party and not dismissed within sixty (60) calendar days thereafter.
  3. Suspension: Tricent may suspend Customer’s access to Tricent’s Services for failure to pay Subscription fees,  provided that Tricent gives Customer ten (10) business days’ notice to cure the failure to pay Subscription fees.
  4. Transition Assistance: From the date of notice of termination, through a period of up to 90 days after the date of termination, Customer may request that Tricent makes Customer’s Data available to Customer in a reasonably acceptable industry recognized electronic format. Customer shall pay for such transition assistance and be billed on an hourly basis.
  5. Deletion of Data: Upon termination of the Agreement, Customer’s Data, including backup will be deleted within sixty (60) calendar days after the termination date of the Agreement. The foregoing does not apply to Customer’s Data, which must be kept for legal purposes.
  6. Effect of Termination: Upon termination of this Agreement, Customer must cease using Tricent’s Services immediately.

15. GENERAL PROVISIONS

  1. Entire Agreement: This Agreement with exhibits constitutes the entire agreement between the Parties and supersedes all prior agreements and understanding, whether written or oral, relating the subject matter of this Agreement.
  2. Independent Contractors: The relationship of the Parties hereunder is of independent contractors. Nothing in this Agreement will constitute a partnership, joint venture, or similar relationship. Further, neither Party will be deemed to be an agent of the other Party and have any right, power, or authority to create any obligation, express or implied, on behalf of the other Party.
  3. Severability: Any provision in this Agreement found by a court with competent jurisdiction to be illegal or unenforceable shall be automatically conformed to the minimum requirements of law and all other provisions shall remain in full force and effect, provided that any such modification is consistent with the purposes and objectives of this Agreement and does not impose upon either Party any obligation that is greater or less than the obligation that would have been imposed by the invalidated or modified provisions.
  4. Survivability: The representations and warranties made under the Agreement, shall be deemed to be material, and shall survive termination or expiration of this Agreement, to maximum extent permitted by law.
  5. No Assignment: Either Party may not assign the Agreement without prior written consent of the non-assigning Party. Any such assignment in the contravention of the foregoing is hereby declared null and void and will constitute a material breach.
  6. Headings: The heading of sections used in this Agreement are for convenience of reference only and do not affect or alter this Agreement’s construction or interpretation.
  7. Notice: All notices pertaining to this Agreement must in writing and delivered to the contact in-formation provided under this Agreement either by; (a) by registered or certified mail; (b) by email addressed to the authorized representative.
  8. Third-Party Beneficiary Rights: No provisions of this Agreement are intended, nor shall be interpreted, to provide or create any Third-Party beneficiary rights or any other rights of any kind in any client, customer, employee, Affiliate, stockholder, partner, or any party hereto or any other person unless specifically provided otherwise herein.
  9. Force Majeure: Neither Party will be liable for any delay or failure to perform its obligation under this Agreement if the delay or failure is due to causes beyond its reasonable control, such as a strike, blockade, war, act of terrorism, riot, natural disaster, pandemic, failure or reduction of power or telecommunications or data networks or services, or government act.
  10. Governing Law and Arbitration: This Agreement and the rights and obligations of the Parties hereunder shall be construed in accordance with and be governed by the substantive laws indicated under this section and each Party agree and consents to personal and exclusive jurisdiction of the Arbitration seat as defined in the following manner:

Customer’s Domicile in the United States: The laws of the State of New York shall apply, without recourse to the conflict of law principles, and the place of the arbitration shall be New York City, N.Y., USA under the administration of the American Arbitration Association in accordance with its Commercial Arbitration Rules by one arbitrator appointed in accordance with said Rules. The language to be used in the arbitral proceedings shall be English as all documents shall be in the English language. The arbitrator shall award to the prevailing Party, if any, the costs and attorneys' fees reasonably incurred by the prevailing Party in connection with the arbitration.

Customer’s Domicile outside of United States: Any dispute arising out of or in connection with this contract, including any disputes regarding its existence, validity, or termination, shall be finally  settled by arbitration administered by the Danish Institute of Arbitration in accordance with the Rules of Arbitration adopted by the Board of the Danish Institute of Arbitration. The number of arbitrators shall be one and appointed by the Danish Institute of Arbitration. The language to be used in the arbitral proceedings shall be English and all documents shall be in the English language. The laws of the Kingdom of Denmark shall apply to the Agreement, without recourse to the conflict of law principles.

16. DEFINITIONS

“Agreement” means the Documents, Terms of Use, exhibits, or any other document referred to in the Terms of Use.

Affiliate” shall mean any subsidiary or parent or holding company of any company or any other subsidiary of such parent or holding company. In case of change of control or such other event in relation to an Affiliate, such Affiliate shall retain its status as an affiliate and shall remain subject to this Agreement for a transitional period of three months after such relation to Customer ceases to exist.

Confidential Information” shall mean code, inventions, know-how, product plans, and technical, commercial, and financial information exchanged under this Agreement, which is identified as confidential at the time of disclosure or should reasonably be considered confidential based on the circumstances surrounding the disclosure and the nature of the information disclosed.

Customer” means a legal entity, including legal representatives, successors, and assigns thereof, who is named in the order form.

“Customer’s Data” means any data or content collected from Customer by Tricent’s Services on behalf of Customer and any data or content that Customer provides to Tricent.

Customer’s Domicile” means the country where the Customer named in the order form is incorporated.

Customer Group” means Customer and any of its Affiliates.

Data Protection Law” means all applicable data protection laws and regulations in any jurisdiction.

Document(s)” means the SLA, order form (including any attachments thereto), data process agreement, privacy policy, and exhibits.

“Intellectual Property Rights or IPR" means all (a) patents, patent disclosures and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, (c) copyrights and copyrightable works (including computer programs), mask works and rights in data and databases, (d) trade secrets, know-how and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection provided by applicable law, regulations or rules in any jurisdiction throughout the world.

Party or Parties” means either Customer or Tricent, or collectively Customer and Tricent together.

Personal Data” means data relating to a natural person who can be identified from that data (or from that data and other information in a Party’s possession). Personal Data includes factual data (such as a name, address, or date of birth) and opinions/evaluations (such as a performance appraisal).

Processing” and “Process” means any activity that involves the use of Personal Data. It includes, obtaining, recording, holding, organizing, amending, retrieving, using, disclosing, erasing, or destroying the Personal Data and transferring Personal Data to Third Parties.

“Reseller” means a legal entity who has obtained Tricent’s permission to distribute Tricent’s Services and whom the Customer purchased the Subscription from.

Subscription means the twelve (12) months’ period, which Customer has purchase access to Tricent’s Services for, including any renewal of the Subscription.

Third-Party” means anyone who is not a party to this Agreement.

“Third-Party Product(s)” means products, applications, services, software, networks, systems, directories, websites, databases, or information not provided by Tricent.

Tricent’s Services” means Tricent’s  compliance tool as a software as a service (SaaS) that; extracts data from a Third-Party Solution using their API as a data point; stores data in its database backed web application; and enables the data for automated processing and interaction by end users and/or admins with the purpose of ensuring user and domain wide data sharing compliance.

Tricent Group” means Tricent and any of its Affiliates, and Reseller.