TERMS OF SERVICE

Studynow ApS

Version: 26 November 2020 Law Firm LLP


1 Scope and order of precedence

1.1 These general terms of service (“Terms of Service”) comprise all services (“Services”) provided by:

Studynow ApS

CVR no. 38185659,

Lottenborgvej 24

DK-2800 Kongens Lyngby

Email: info@studynow.dk

(also the “Service Provider”, “we”, “us” or “our” etc.)

1.2 The Customer’s general terms of business do not apply to our delivery of Services.

1.3 These Terms and Services shall be read in conjunction with the License Agreement

(“Agreement” / “Special Terms”) and the Data Processing Agreement (collectively

the “Agreement Documents”). The Terms of Service and the Data Processing

Agreement are available at the Service Provider’s Website (www.studynow.dk).

1.4 By subscription to the Service Provider’s Services, the Customer agrees to and accepts the Agreement Documents.

1.5 If and to the extent there are any discrepancies between the Agreement Documents,

the Agreement Documents shall take the following order of precedence:

1) The Data Processing Agreement

2) The Agreement / Special Terms

3) These Terms of Service

2 Customer’s acceptance of the Agreement Documents

2.1 The Customer must accept the Agreement Documents upon the Customer’s subscription to the Services or a free trial period.3

2.2 It is voluntary for the Customer to accept the Agreement Documents. However, if

the Customer does not accept the Agreement Documents, the Service Provider cannot make the Services available for the Customer.

3 Service Provider’s provision of the Services

3.1 The Services comprise Service Provider’s all-in-one online course and educational

platform (see the Service Provider’s Website (www.studynow.dk) for further information.

3.2 The Service Provider provides to the Customer - on the terms in the Agreement

Documents – a limited, non-transferable and non-exclusive license to use the Services with designated users for internal usage only.

3.3 The Customer’s license to use the Services is subject to the Customer and its designated users using the Services in accordance with the Agreement Documents and

any other written instructions provided by Service Provider, including e.g. user

manuals and available instruction videos.

3.4 The Services are made available to the Customer “as is” in the most recently prepared and released version applicable at any time on the Service Provider’s Website. The Services will not be configured to the Customer’s individual needs by the

Service Provider unless such individual configuration has been specifically agreed

between the Parties and then only upon payment of applicable fees.

3.5 The Service Provider makes the necessary hardware and software available for the

continuous operation of the Services. Hardware is placed in an operation centre

with the Service Provider and/or with a third-party Service Provider appointed by

the Service Provider.

3.6 The Service Provider has the right to use subcontractors to perform the Services, in

whole or in part, without the Customer’s pre-approval. With respect to the Service

Provider’s use of sub-data processors, we refer to the Data Processing Agreement.

3.7 To the extent specified in section 4 below, the Service Provider shall oversee and

handle the operation of the Services, including support, maintenance and upgrading.4

4 Operation and maintenance of the Services

4.1 The Service Provider shall render the Services to the Customer in accordance with

the Agreement Documents.

4.2 The Services must always be provided in due time, and in a quality, to an extent

and in a way that complies with normal good practice recognized within the Service

Provider’s line of business.

4.3 The Service Provider is not liable for any interruptions in operation that may occur

in the transmission of data between the Service Provider’s operations centre and

the Customer, its internet domain(s) or licensed users, unless such interruptions are

caused by errors in the Services.

5 Support

5.1 The Service Provider offers support to the Customer and its designated users, which

is available on the Service Provider’s Website. The Service Provider endeavours to

answer queries submitted via the contact email address within 24 hours during business days (Monday – Friday) from the Service Provider’s registration of the query

in question. The Service Provider does not guarantee any specific resolution times.

5.2 Subject to section 5.3 - 5.5 below, the Service Provider must remedy identified

errors in the Services as part of providing support.

5.3 Critical errors such as errors that involve unavailability of the Services or very

limited availability shall be started to be remedied by the Service Provider without

undue delay from the Customer’s notification hereof to the Service Provider . Noncritical errors shall be started to be remedied within a reasonable period after the

Customer’s notification to the Service Provider of the non-critical error and/or the

Service Provider’s registration thereof.

5.4 If errors in third-party software are observed, the Service Provider is only obligated

to inform the manufacturer of the error, encouraging the manufacturer to remedy

the defective software within a reasonable period. In the event of critical errors or

errors that significantly reduce the use of the Services for the Customer, the Service

Provider is obligated to use reasonable efforts to create a temporary “work around”.

5.5 If the Customer reports errors in the Services to the Service Provider and it is later

documented that the error is not caused by errors in the Services but is caused by5

the Customer’s or its designated users’ misuse, defective communication lines or

any similar errors beyond the Service Provider’s control or responsibility, the costs

for the remedial action shall be borne by the Customer and the Service Provider

will then be entitled to a fee, calculated on the basis of the s pecific time spent and

at the Service Provider’s hourly rates applicable at the time of the Service Provider’s remedial actions.

6 Customer’s use of the services

6.1 Activation of your account

6.1.1 The Customer shall be responsible for the overall administration of the Customer’s

license to use the Services, including, if relevant, allocation of licenses between

the Customer’s designated users.

6.1.2 Subject to section 6.1.3 below, the person signing up for the Services will be the

contracting party (“Account Owner”) for the purposes of our Agreement Documents

and will be the person who is authorized to use any corresponding account we may

provide to the Account Owner in connection with the Services.

6.1.3 If you are signing up for the Services on behalf of your employer, your employer

shall be the Account Owner. If you are signing up for the Services on behalf of your

employer, then you represent and warrant that you have the authority to bind your

employer to our Agreement Documents.

6.1.4 Customer must be 18 years or older or at least the age of majority in the jurisdiction

where the Customer resides. If the Customer provides minors with an access to use

the Services, the Customer will be responsible for the minors’ use of the Services

and remains liable towards the Service Provider for any actions or omissions of the

minors in question.

6.1.5 All users must provide full legal name and a valid email address, and any other

information needed in order to complete the signup process.

6.1.6 Customer and its designated users acknowledge that Service Provider will use the

email address provided as the primary method for communication.

6.1.7 Customer and its designated users are responsible for keeping the password secure.

Service Provider is not liable for any loss or damage from your failure to maintain

the security of your account and password.6

6.1.8 Customer is responsible for all activity and content uploaded by the Customer and

its designated users such as videos, files, data, graphics, photos and links that is

uploaded under your Customer account. You must not transmit any computer viruses or any code of a destructive nature.

6.1.9 A breach or violation of any term in the Agreement Documents as determined in

the sole discretion of Service Provider, including a breach or violation of the limitations set forth in section 6.2 below, will result in an immediate termination of

your services.

6.2 Limitations of use

6.2.1 The Customer (and its designated users) may not:

A Break the technical limitations of the Services

B Improperly delete, de-compile, reverse engineer, reverse compile, modify,

translate or make any similar changes to the Services;

C Sell, rent, lease, distribute, sublicense, transfer or lend the Services to third

parties;

D Make the Services available for use by third parties, including as a hosting or

service provider;

E Make the Services available for use by third parties, including hosting or service providers to the Customer, however excluding your customers;

F Remove, modify or add information of the Service Provider's copyright,

trademarks and/or property rights (including information on physical media);

or

G In any way for commercial purposes or in a disloyal way link (actively or

passively) to the Services.

6.2.2 The Customer assumes the full liability and risk of planning the user administration

for its designated users in such a way that user names and passwords cannot be

misused to obtain unauthorized access to the Services.

6.2.3 If a designated user authorized by the Customer uses the Services in violation of

the Terms of Service or the Data Processing Agreement, the Service Provider is7

entitled to exclude such designated user from the Services if the user does not immediately comply with the Service Provider’s instructions upon notification

thereof.

7 Fees, payment terms and price adjustments

7.1 Fees

7.1.1 For subscription to the Services, the Customer shall pay an annual license fee

(fixed, annual fee) and one or more variable license fees. The license fees to be

paid by the Customer will be specified in the Agreement (Special Terms).

7.1.2 Danish VAT will be charged separately (if applicable).

7.1.3 We use “Stripe” as our payment platform. Please note that payments through Stripe

may be subject to a transaction fee or credit card fee. Such fees are paid directly to

Stripe and are not included in our license fee for use of the Services. Please see

Stripe’s website https://stripe.com/en-dk/pricing#pricing-details for further information.

7.1.4 The license fees may be subject to annual indexation according to the “Producer

price Index for Services” as published by Statistics Denmark.

7.1.5 In addition to annual indexation of the license fees, cf. section 7.1.3 above, the

Service Provider may claim a price adjustment to the license fees subject to at least

three (3) months’ prior written notice hereof to the Customer. The price adjustments

will apply from the next Service Period following the notification from the Service

Provider.

7.2 Free trial period

7.2.1 The Service Provider may offer the Customer a free trial of the Services. The trial

period is determined by the Service Provider from time to time.

7.2.2 If the Customer signs up for a “free trial”, the Services may be in a Beta version

and the Service Provider does not guarantee and cannot be held liable for missing

functionalities, features and quality of the Services provided in a free trial. Use of

the Services provided in a free trial is at the sole responsibility of the Customer.8

7.2.3 The Service Provider will not charge a license fee for a Customer’s use of Services

during a free trial period. It is voluntary for the Customer to sign up for a subscription to the Services upon expiry of a free trial period.

7.2.4 Notwithstanding section 7.2.2, the Service Provider will, also during a free trial

period, be entitled to the separate fees and costs that are not included in the monthly

license fee for the Services as specified in the Data Processing Agreement.

7.3 Payment Terms

7.3.1 The Service Provider’s invoices are due for payment upon receipt, the last due payment date being fourteen (14) days after the invoice date. If an invoice has not been

settled for a period of more than fourteen (14) days after the invoice date, the Service Provider is entitled to terminate the Customer’s license to use the Services

until the invoice and any other amounts due have been paid by the Customer.

8 Personal data

8.1.1 With respect to all Personal Data entered, transferred or stored in the databases of

the Service Provider or third-party Service Providers related to the Service Provider’s provision of the Services, the Customer is the data controller, and the Service Provider is the data processor (as defined in the GDPR).

8.1.2 The Service Provider’s processing of Personal Data on behalf of the Customer in

relation to the Services is regulated by the Data Processing Agreement, which the

Parties enter upon the Customer’s subscription to the Services or a free trial period

together with the Agreement Documents.

9 Warranties

9.1 The Service Provider warrants to the Customer that the Service Provider holds all

permits, licenses, approvals etc. required for Service Provider to sustain operation

and maintenance of the Services in accordance with the Agreement Documents.

9.2 The Customer warrants to the Service Provider that the Customer does not use the

Services for collection, registration, storage, processing or manipulation of data in

violation of any applicable legislation.9

9.3 The Customer warrants that the Customer and its users comply with the safety regulations applicable from time to time, including regulations with respect to storage

and use of passwords and user IDs. The Customer warrants that the Customer will

not at any time create more user accounts or otherwise permit more users to access

the Services than permitted.

10 Rights of ownership and use

10.1 Within the scope of the Agreement Documents, the Customer acquires a limited,

non-exclusive, non-transferable right to access and use the Services and any related

services provided by the Service Provider to the Customer.

10.2 With due respect of any third-party rights, the Service Provider has and will maintain the full, undivided and unrestricted right of ownership and/or user right in all

aspects of the Services. This also applies to the online courses and all related material, user manuals, reporting formats, modification or customizatio n made to the

Services, training material and other tangible and intangible assets and know -how

which the Service Provider has developed or which the Service Provider subsequently may (perhaps in cooperation with the Customer) develop for the Customer’s

use of the Services.

10.3 The Customer has and will maintain full and unrestricted right to customer data

provided and developed by the Customer (incl. Customer Course Content and Personal Data) and provided to the Service Provider as part of the Services and uploaded by the Customer in connection to the Customer’s use of the Services.

10.4 The Service Provider is entitled to use anonymized data for historical, statistical,

scientific or similar purposes.

10.5 Upon termination of the Services, each Party is obligated, upon request from the

other Party, to hand over any material which is the property of the other Party and

in the possession of the first mentioned Party. Such request must be made in writing

no later than six (6) months after the termination or expiry of the Services.

11 Intellectual property rights

11.1 With due respect of any third-party rights, all rights of ownership and title to the

Services – including intellectual property rights such as online courses and all related material developed by the Service Provider, copyrights, design rights, patents,10

inventions, ideas, know-how and trademarks – remain the sole property of the Service Provider and/or its licensors. This includes all rights developed by or for the

Service Provider in the course of providing the Services, technical support or other

services to the Customer.

11.1.1 Online courses and all related material developed by the Service Provider remains

the sole property right of the Service Provider. Nothing in the Agreement Documents shall be deemed to transfer of the intellectual property rights from the Service

Provider to the Customer of such material.

11.2 Nothing in the Agreement Documents or in the cooperation between the Parties

transfers ownership of any intellectual property rights in the Services to the Customer.

11.3 The Service Provider may ask for the Customer’s consent to use the Customer’s

name and logo as reference on the Service Provider’s Website.

12 Customer content (“Customer Course Content”)

12.1.1 The Customer has the right to create courses and to make them available on the

Service Provider’s online portal. We do not claim any intellectual property rights

over the material you provide to the Service Provider’s Services. All course material developed by the Customer (“Customer’s Course Content”) remains the Customer’s property. Customer also retains ownership of all content developed by the

Customer and submitted by the Customer as part of the Course Content. You can

remove Customer Course Content at any time through your account.

12.1.2 Notwithstanding section 12.1.1 above, by uploading Customer Course Content, you

agree: (a) to allow other internet users to view your Course Content; (b) to allow

Service Provider to display and store your Course Content; and (c) that Service

Provider can, at any time, review all the Course Content submitted by you to its

Services.

12.1.3 Service Provider will (within reason) make the necessary changes to the front -end

of the software (landing page, course description etc.) to adapt the Services to the

Customer Course Content.

12.1.4 The Customer must submit Customer Course Content to the Service Provider’s review, before Customer Course Content can be uploaded to Service Provider’s online

portal. Service Provider’s review does not include a material review of the11

Customer’s educational contents. The purpose of Service Provider’s review is only

to ensure that the Customer Course Content is appropriate and in accordance with

Service Provider’s ethical standards. Service Provider has the right to refuse the

Customer Course Content if the Service Provider reasonably deems the Customer

Course Content inappropriate with the overall goal of providing high -quality academic content to the users.

12.1.5 A fee will be charged per Customer Course that Service Provider has to review and

make available in Service Provider’s online portal. The fee amount will be specified

in the Agreement (Special Terms).

12.1.6 The Customer is responsible for the Customer Course Content’s compl iance with

any applicable laws or regulations. This also applies to any advertising, marketing

content or marketing messages, sponsored content or similar included in the Customer Course Content. The Customer must indemnify the Service Provider for any

damages that the Service Provider suffers due to the Customer Course Content’s

non-compliance with applicable laws or regulations.

13 Confidentiality

13.1 The Parties accept, both for the duration of the Customer’s free trial of or Subscription to the Services and subsequently, not to disclose any Confidential Information

to a Third Party. This non-disclosure obligation shall not apply to information

which (a) a Party is obliged to disclose under applicable law, regulations or stock

exchange rules; (b) information provided to the Customer’s client if such information originates from or regards such client; or (c) information which a Party can

document has been created by the Party itself.

13.2 The Parties shall ensure that employees and consultants who receive Confidentia l

Information are obliged to accept a similar obligation regarding Confidential Information from the other Party and the cooperation in general in accordance with the

Agreement Documents.

14 Term and Termination

14.1 The Services commence upon the Customer’s subscription to the Services.

14.2 The Services can be terminated by the Customer at any time to the end of a Service

Period by providing the Service Provider with written notice thereof (“written12

notice” includes online unsubscription via the Service Provider’s Website). The

Service Provider does not provide refunds of any paid fees in case of the Customer’s

termination of the Services.

14.3 The Customer must provide the Service Provider with a notice of termination no

later than the day before a new Services Period commences. If the Customer does

not provide the Service Provider with a notice of termination or unsubscribes from

the Services, the Customer will automatically be signed up for a new Service Period

and shall pay fees for the new Service Period according to section 7.1.

14.4 With effect from the date of expiry of the Services (at the end of a Service Period),

all licenses shall terminate and the Customer’s right to use the Services will lapse.

14.5 In case of the Customer’s gross violation of use of the Services, the Service Provider may terminate the Services. If the Services are terminated due to the Customer’s misuse of the Services, the Service Provider will still be entitled to the

entire license fees according to section 7.1.

15 Breach and compensation

15.1 If a Party breaches its obligations under the Agreement Documents, the other Party

is entitled to order the Party in breach to remedy the breach within a period of

[fourteen (14) days] as from the time of receipt of the claim. If the Party in breach

does not comply with the claim and if a material breach exists, the oth er Party is

entitled to terminate the Services without further notice. A material breach is,

amongst other things, the Customer’s failure to make payment within fourteen (14)

days after the due date. If the Customer’s payments are suspended, if the Custome r

enters negotiations for voluntary arrangements with creditors or compulsory arrangement with creditors or applies for reconstruction or is administered in bankruptcy, the Agreement Documents may, notwithstanding this section 15.1, be terminated immediately and without prior notice, unless otherwise dictated by mandatory law.

15.2 In the event of breach, either Party may claim compensation under the general rules

of compensation in Danish law. However, see section 15.3 below.

15.3 Limitations to the Service Provider’s liability

15.3.1 You expressly understand and agree that Service Provider shall not be liable for

any direct, indirect, incidental, special, consequential or exemplary damages,13

including but not limited to, damages for loss of profits, goodwill, use, data or other

intangible losses resulting from the use of or inability to use the Services.

15.3.2 In no event shall Service Provider or our licensors be liable for lost profits or any

special, incidental or consequential damages arising out of or in connection with

our Website, our Services or the Agreement Documents (however arising including

negligence).

15.3.3 Use of the Services is at the Customer’s sole risk. The Services is provided on an

”as is“ and ”as available“ basis without any warranty or condition, express, implied

or statutory, apart from the warranties expressly stated in section 9.

15.3.4 Service Provider does not warrant or guarantee that the Services will be uninterrupted, timely, secure, or error-free.

15.3.5 Service Provider does not warrant that the results that may be obtained from the

use of the Services will be accurate or reliable.

15.3.6 Service Provider does not warrant that the quality of any products, services, information, or other material purchased or obtained by you through t he Services will

meet your expectations, or that any errors in the Services will be corrected.

15.3.7 The Service Provider’s obligation to compensate through damages and/or proportionate reduction of the license fee or other fees is subject to the following limitations:

A the Service Provider is at no time liable for and must at no time bear any part

of the risk for the quality of any assessments, analysis interpretations, work

results or output generated by using the Service Provider’s Services.

B the Service Provider shall not pay damage or compensate the Customer for

any indirect or consequential loss, including, but not limited to, loss of expected earnings, expenses for remedial action of damage to or errors in data

uploaded by the Customer, internal time spent by the Customer or third parties hired by the Customer on remedial actions, loss or reconstruction of data,

or any loss resulting from the cover of purchases made.

C The maximum compensation which the Service Provider may be ordered to

pay to the Customer under the service licence agreement cannot exceed the

lowest amount of either (i) the annual licence fee paid during the latest twelve14

(12) months prior to the month in which the damage has occurred or (ii) DKK

150,000.

15.3.8 Any disregard of the agreed limitations of liability is subject to the general rules of

Danish law.

16 Force majeure

16.1 Neither Party is liable for any delay or defects because of circumstances beyond

the reasonable control of the concerned Party (force majeure), including in the event

of mobilisation, war, natural disasters, strikes/lockouts, epidemics and pandemics

(e.g. COVID-19), public orders or lockdowns, restrictions with respect to use of

power and/or communication lines, including power blackout and breakdown of

communication lines, which the Party could not within reason have foreseen,

avoided or overcome. In the event of force majeure, the Parties’ obl igations are

suspended as long the event is reasonably deemed to continue. Force majeure may

only be claimed if the concerned Party has notified the other Party thereof no later

than ten (10) days after the event of force majeure has occurred.

17 Assignment

17.1 The Customer is not entitled to assign any rights and obligations under the Agreement Documents to any third party without the prior written consent of the Service

Provider.

17.2 The Service Provider is entitled to assign rights and obligations under the Agreement Documents with prior written notice to the Customer.

18 Other provisions

18.1 Venue and choice of law

18.1.1 The Agreement Documents are governed by Danish law, excluding its conflict of

law provisions.

18.1.2 To the extent possible, the Parties must attempt to amicably re solve any dispute

with respect to the application or interpretation of the Agreement Documents

through negotiations. Disputes, which cannot be amicably resolved by the Parties,15

must be brought before the ordinary courts of Denmark with the City Court of Copenhagen as agreed venue with access to referral and appeal in accordance with the

Danish Administration of Justice Act.

18.2 Unity and entirety of the Agreement Documents

18.2.1 The Agreement Documents form the complete agreement between the Parties and

replace all previous oral and written agreements between the Parties.

19 Definitions

19.1 Terms and expressions with capital first letters used in the Agreement Documents

shall have the meaning set out in this section 19 or as otherwise defined in the

Agreement Documents.

19.2 “Agreement Documents” shall mean the Agreement (the “Special Terms”) the

Data Processing Agreement and these Terms of Service.

19.3 “Confidential Information” means Personal Data and all information of a technical, commercial, infrastructural or similar nature, irrespective of whether this information has been documented, except for information which is or will be made

available in another way than through breach of this Data Processing Agreement.

19.4 “Customer”, “you”, “yours” etc. shall include the customer and all of its designated users of the Services, including free trial users or other subscribers of the

Services.

19.5 “Customer Course Content” has the meaning set forth in section 12.1.1.

19.6 “Data Controller” and “Data Processor” shall mean “controller” and “processor”

respectively, as defined in the GDPR.

19.7 “Data Processing Agreement” shall mean the Data Processing Agreement entered

into between the Customer and the Service Provider in connection with the Customer’s free trial of or subscription to the Services. The Data Processing Agreement

is available on the Service Provider’s Website.

19.8 “GDPR” shall mean the General Data Protection Regulation (EU Regulation

2016/679 of 27 April 2016 on the protection of natural persons regarding the processing of personal data and on the free movement of such data.16

19.9 “Parties” shall mean the Customer and the Service Provider jointly and each shall

be referred to as a “Party”.

19.10 “Personal Data” shall mean any information relating to an identified or identifiable

natural person (‘data subject’); an identifiable natural person is o ne who can be

identified, directly or indirectly, in particular by reference to an identifier such as

a name, an identification number, location data, an online identifier or to one or

more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

19.11 “Services” shall mean all services rendered by the Service Provider to the Customer

and its designated users, including, but not limited to, the Service Provider’s allin-one online course and educational platform available at the Service Provider’s

Website (www.studynow.dk) and any support and helpdesk services etc.

19.12 “Website” shall mean our website www.studynow.dk or any related subsites and

subdomains.

19.13 “Subscription Date” shall mean the date on which the Customer signs up to a subscription to the Services or a free trial period.

19.14 “Service Period” shall mean a period of 12 months calculated from the Subscription Date. The Service Period will automatically be renewed, unless the Services is

terminated by the Customer, cf. section 14.1.