LeanLinking Terms of Service

May 17th, 2018

Introduction

The following terms and conditions (the “Terms of Service”) apply and continue to apply from your first use of the services provided on app.leanlinking.com (the “Site”). Please read the Terms of Service and make sure you understand them. If you do not agree with any of the Terms of Service, please refrain from using the services available on our Site.

Introduction to invited suppliers

The Service (described below) is completely free for suppliers, which have been invited by a customer (Partner) to collaborate via the LeanLinking Service. No fees, costs or expenses will be charged to invited suppliers. Point 3.2 and 9.1-9.4 below does NOT apply to invited suppliers.

Parties

The Service is run by LeanLinking ApS (“LeanLinking”, “we” or “us”). Our registration number (CVR-nr.) is 34 89 24 15 and our registered address is Viborgvej 159A, 8210 Aarhus V, Denmark.

If you are using the services (as defined at Clause 1.1 below) on behalf of a company or other legal entity (“you” and “your”), you represent that you have the authority to bind such entity and its affiliates to the Terms of Service. You represent that you are using the Service in the course of business, and not as a private individual or consumer.

It is agreed as follows:

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in the Terms of Service.

1.2 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.3 A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

1.4 A reference to writing or written includes faxes and emails.

2. SCOPE OF THE TERMS OF SERVICE

2.1 The scope of the Terms of Service is that we shall provide a secure SaaS (Software as a Service) platform for trading partners (the “Service”). This includes sharing data on supplier and customer performance, enable partners to give feedback on each other, to facilitate performance benchmarking and ranking, to facilitate private wall communication, to facilitate secure document sharing between partners and enable a simple search function.

2.2 The Service enables companies (“Partners”) to invite other Partners to their network on the SaaS platform. By accepting an invitation a link is created between the Partners so they can start sharing information, data, messages and files (“User Content”) on the Service. The Service is a platform for User Content storage and sharing. Partners point out one or more users (the “Authorised Users”). When an Authorised User store and/or share User Content on the Service, the User Content is owned by the Partner as provided in Clause 6.1. You are solely responsible for your User Content that you upload, publish, display, link to or otherwise make available on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content.

3. SERVICES

3.1 Subject to your compliance with the Terms of Service, we will provide the following services to you:

3.1.1 access to a secure SaaS (Software as a Service) platform for Partners through the Site;

3.1.2 access to private wall communication;

3.1.3 secure document sharing between linked Partners;

3.1.4 the business network and electronic business documents including data and information exchange, and other tools and services provided through the Site and by our application programming interface (“API”) made available via the Site;

3.1.5 all software, data, text, images, sounds, video and content made available through the Site, or developed via our API;

3.1.6 additional applications developed by us or third parties and made available; and

3.1.7 any new features added to or augmenting the Service.

3.2 You acknowledge that we may charge a fee for your use of the above features and such fees will be charged in accordance with the commercial agreement agreed between You and Us.

4. USE OF THE SERVICE

4.1 Subject to your compliance with the terms and conditions contained in the Terms of Service, we hereby grant to you a non-exclusive, non-transferable right to use the Service solely for your internal business operations.

4.2 You shall not, and shall not permit Authorised Users to use the Services and the Documentation (cf. Clause 4.3.6), to access, store, distribute or transmit any viruses, or any material during the course of your use of the Services that:

4.2.1 are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

4.2.2 facilitate illegal activity;

4.2.3 depict sexually explicit images;

4.2.4 promote unlawful violence;

4.2.5 are discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or

4.2.6 cause damage or injury to any person or property.

4.3 You shall not, and shall not except as may be allowed by any applicable law, which is incapable of exclusion, by agreement between the parties and except to the extent expressly permitted under the Terms of Service, permit the Authorised Users to:

4.3.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or

4.3.2 attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of online software applications provided by us as part of the Services (the “Software”); or

4.3.3 access all or any part of the Services in order to build a product or service which competes with the Services; or

4.3.4 use the Services to provide services to third parties, other than as provided in the Terms of Service; or

4.3.5 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party other than as provided in the Terms of Service, or

4.3.6 attempt to obtain, or assist third parties in obtaining, access to the Services and/or documents made available to you by us online via the Site or such other web address notified by us to you from time to time which sets out a description of the Services and the user instructions for the Services (the “Documentation”), other than as provided under this Clause 4.

4.4 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us.

4.5 We reserve the right, without liability to you, to disable, suspend or terminate your access to the Services, the Site, your account or any material if you breach any provision of the Terms of Service.

5. ACCEPTANCE

5.1 You may not use the Services if you do not agree to the Terms of Service.

5.2 Both you and the Authorised Users will have to accept the Terms of Service before using the Services.

6. DATA AND PRIVACY

6.1 You shall own all rights, title and interest in and to User Content and all of the invoice details or other information inputted by you, the Authorised Users, or us on your behalf for the purpose of using the Services or facilitating your use of the Services (the “Customer Data”) and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.

6.2 We will arrange for the storage of the User Content and Customer Data until you delete your profile but data will be retained in secure storage for a period of 3 months afterwards as part of our standard data backup process. Data, information and documents made visible to external partners will remain visible for external partners on the Site unless they are blocked or deleted from the Site before deletion of your profile.

6.3 If you would like us to provide you with the most recent back-up of the User Content and Customer Data, you should contact us within 10 days not including a Saturday, Sunday or public holiday in Denmark (“Business Days”) of the date of cancellation or termination and, subject to your compliance with the Terms of Service, we shall endeavour to deliver (at your cost payable in advance of delivery) that data to you as soon as reasonably practicable.

6.4 You shall pay all reasonable expenses incurred by us in disposing of any User Content or Customer Data in a manner inconsistent with our standard practice for the disposal of data.

6.5 We will not review, share or distribute any User Content except as agreed via your active usage of our Site or as agreed in writing between the parties, or as may be required by law. We may access User Content only for the purposes of providing the services, preventing or addressing service or technical problems, at your request or as may be required by law.

6.6 You accept that the technical processing and transmission of the Service, User Content and the Customer Data may involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to our third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services.

6.7 We will, in providing the Services, comply with our privacy policy relating to the privacy and security of the User Content and Customer Data available on the Site or such other website address as may be notified to you from time to time, as such document may be amended from time to time by us in our sole discretion.

6.8 If we process any personal data on your behalf when providing the Services under the Terms of Service, the parties record their intention that you shall be the data controller and we shall be a data processor and in any such case:

6.8.1 you acknowledge and agree that the personal data may be transferred or stored outside the country where we and/or the Authorised Users are located in order to carry out the Services under the Terms of Service;

6.8.2 you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with the Terms of Service on your behalf;

6.8.3 you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;

6.8.4 we shall process the personal data only in accordance with the terms of the Terms of Service and any lawful instructions reasonably given by you from time to time; and

6.8.5 each party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

6.8.6 we shall with effect from 25 May 2018 comply with all obligations of a data processor under the EU GDPR legislation and all of the requirement of Article 28 of the EU GDPR.

6.9 We may obtain information about your general Internet usage by using a cookie file, which is stored on your browser or the hard drive of your computer. Cookies contain information that is transferred to your computer’s hard drive. They help us to improve our site and to deliver a better and more personalised service, for example by remembering your login details. Some of the cookies we use are essential for the Site to operate. By registering with our Site, you agree to our use of cookies.

7. THIRD PARTY PROVIDERS

7.1 You acknowledge that the Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk. We make no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not us. We recommend that you refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. We do not endorse or approve any third party website nor the content of any of the third-party website made available via the Services.

8. DISCLAIMER OF WARRANTIES

8.1 The Services, and all server and network components are provided on an “as is” and “as available” basis without any warranties of any kind, to the fullest extent permitted by law and we expressly disclaim any and all warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement.

8.2 We do not warrant that your use of the Services will be uninterrupted, virus-free or error-free; nor that the Services, Documentation and/or the information obtained by you through the Services will meet you requirements. We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the Internet, and you acknowledge that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

8.3 The Terms of Service shall not prevent us from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under the Terms of Service.

9. CHARGES OF PAYMENT

9.1 We reserve the right to charge you Subscription Fees for any part of the Services as as agreed in a commercial enterprise agreement between You and Us.

9.2 We are entitled to terminate your account as set out in Clause 4.5 if no due payment has been received according to distributed invoice from Us to You.

9.3 Subscription Fees will be charged as agreed in a commercial enterprise agreement between You and Us.

9.4 Supplier accounts invited by a Customer account are completely free of charge with unlimited number of users.

10. INTELLECTUAL PROPERTY RIGHTS

10.1 You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Services and the Documentation. Except as expressly stated herein, these Terms of Service do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.

10.2 You grant to us a royalty free irrevocable worldwide right and non-exclusive licence to use, make available, reproduce, modify, publish, edit, translate, distribute, perform and display and sub licence through multiple tiers of sub licensees the materials and content supplied under this Agreement and any other Intellectual Property Rights necessary and/or desirable in our reasonable opinion to provide the Services through the Site and/or via any other form, media or technology for as long and as otherwise necessary to enable us to perform our obligations under this Agreement.

11. LIMITATION OF LIABILITY

11.1 This Clause 11 sets out the entire financial liability of us (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:

11.1.1 any breach of the Terms of Service;

11.1.2 any use made by you of the Services, the User Content and Documentation or any part of them; and

11.1.3 any representation, statement or tortious act or omission (including negligence) arising under or in connection with the Terms of Service.

11.2 You assume sole responsibility for results obtained from the use of the Services, the User Content and the Documentation by you or an Authorised User, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the Services, or any actions taken by us at your direction.

11.3 we shall not be liable whether in contract, tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Terms of Service;

11.4 we shall not be liable for more than maximum 50% of the payments of the Services (excluding VAT) received from you during a 12 months period preceding the occurrence of the damage. Limitations of liability do not apply to damages caused intentionally or by gross negligence or by breaching intellectual property rights agreed on in this Agreement.

12. FORCE MAJEURE

12.1 Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortage, riots insurrection, fires, flood, storm, explosions, acts of God, war, governmental actions, labour conditions, earthquakes or any other cause which is beyond the reasonable control of such party.

13. TERMINATION

13.1 We are entitled to terminate your account as set out in Clause 4.5.

13.2 On termination of the Terms of Service for any reason:

13.2.1 all licences granted under the Terms of Service shall immediately terminate; and

13.3.2 the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

14. WAIVER

14.1 A waiver of any right under the Terms of Service is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. Unless specifically provided otherwise, rights arising under the Terms of Service are cumulative and do not exclude rights provided by law.

15. SERVERANCE

15.1 If any provision (or part of a provision) of the Terms of Service is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.

15.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

16. CHANGES

16.1 We reserve the right to amend the Terms of Service at any time and without notice. If we do this, we will post the amended Terms of Service on app.leanlinking.com/terms and indicate at the top of the Site the date the Terms of Service was last revised. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms of Service. If you do not agree to any of these terms or any future Terms of Service, do not use or access (or continue to access) the Service.

17. NOTICES

17.1 Any notice to be served on either of the parties by the other shall be in writing or shall be sent by electronic mail or facsimile to the email addresses or fax numbers notified by any party to the other party in writing from time to time.

18. GOVERNING LAW AND JURISDICTION

18.1 The Terms of Service shall be governed by Danish law and construed exclusively under the competent courts of Denmark.

 

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