Section A. Commercial and Legal Terms
EASI’R is an online software platform, which enables car dealers to gain overview of information concerning potential and existing leads in order to optimise the car dealers sales efforts.
3. Grant of User Rights to EASI’R
3.1 Trial License
Upon the Customer’s initial subscription to EASI’R, LF shall grant a royalty free, non-exclusive, non-transferable (including no right of sublicense) right to the Customer to use EASI’R for a period of thirty (30) days (hereinafter “Trial License”) exclusively for the Customer’s internal business purposes in accordance with these Terms of Service. The Trail License is limited to the number of users, that Customer has subscribed for and each user is limited to one person (“per-seat-license”) at all times. For example, if Customer subscribes 10-user licenses, Customer shall be entitled to assign 10 specifically named users to EASI’R. Customer shall be entitled to change the named users. Upon expiry of the Trial License, Customer’s access to EASI’R shall automatically be removed and all data shall be deleted in accordance with LF´s internal procedures, unless the Customer has purchased a commercial license.
3.2 Commercial License
If the Customer has purchased a commercial license (hereinafter “Commercial License”) to EASI’R, LF shall grant a time-limited, non-exclusive, non-transferable (including no right of sublicense) right to the Customer to use EASI’R exclusively for the Customer’s internal business purposes in accordance with these Terms of Service. The Commercial License is limited to the number of users, that Customer has subscribed for and each user is limited to one person (“per-seat-license”) at all times. For example, if Customer subscribes 10-user licenses, Customer shall be entitled to assign 10 specifically named users to EASI’R. Customer shall be entitled to change the named users. The Customer’s right of use of the Commercial License is contingent upon the Customer’s continuously payment to LF.
Customer’s right of use shall at all times be limited to the latest available version of EASI’R, which is provided by LF.
The Customer may copy documentation for internal use only if it is provided that LF’s copyright notices and name is not removed from any such copy.
Except as expressly permitted by mandatory law, the Customer may not directly or indirectly (i) sell, license, rent, lease, distribute, grant access to, transfer, subcontract or in any other way assign (in whole or in part) any right of use to EASI’R on a stand-alone basis or as part of any collection, product or service of any kind; (ii) modify, translate, decompile, reverse engineer, disassemble or otherwise attempt to derive EASI’R or algorithms, user interface techniques or other ideas embodied in EASI’R; or (iii) tamper with, or attempt to circumvent or disable any license key to EASI’R and/or any copy protection technology included in EASI’R
4. Intellectual Property Rights and Customer Data
All right, title and interest in EASI’R (including all intellectual property rights) shall remain the property of LF and/or its respective affiliates and licensors.
Any ideas, know-how and any software or documentation developed by LF in the course of providing any technical services, shall also remain the property of LF.
Customer receives only a license to use EASI’R as described in these Terms of Service.
LF shall defend and pay any final non-appealable judgment to the extent arising from any third party claim against Customer’s use of EASI’R, (excluding any third party software) within the scope of these Terms of Service if EASI’R infringes a copyright or patent or any other third party right enforceable in Germany and Scandinavia, provided that: (a) Customer notifies LF in writing within 30 (thirty) days of the claim; (b) upon request LF shall gain sole control of the defence and all related settlement negotiations; and (c) upon request, Customer provides LF with all necessary assistance, information, and authority to assume the defence; reasonable out-of-pocket expenses incurred by Customer in providing such assistance will be reimbursed by LF. With respect to third party software, LF will pass through to Customer any indemnity it receives from the third-party licensor as Customer’s sole remedy.
In the event EASI’R is found to, or is believed by LF to infringe copyright, patent or any third party right, LF shall have the option, at its expense, to: (a) modify EASI’R to be non-infringing; or (b) obtain for Customer a license to continue using EASI’R or (c) return the License Fee paid, and Customer shall discontinue all use of EASI’R.
EASI’R may include open source software. Copyright to the open source software are held by the copyright holders indicated in the copyright notices in the corresponding source files. LF disclaims any warranties, express, implied or statutory with respect to open source software, including but not limited to the implied warranties of non-infringement, merchantability and fitness for a particular purpose.
Customer shall retain all right, title and interest in data, which Customer stores in EASI’R (hereinafter “Customer Data”) in accordance with these Terms of Service.
In the course of the Agreement LF and Customer will gain access to confidential and internal information of the other, including, but not limited to, business strategies, information about customers, suppliers and employees, or employee data, prices, business structure (hereafter “Confidential Information”).
LF and Customer shall not disclose any Confidential Information to any third parties, however Confidential Information may be disclosed to employees (including employees of affiliated companies) and subcontractors solely for the purpose to fulfil the Agreement. This obligation of confidentiality continues indefinitely after the termination of the Agreement (for whatever reason).
6. Limited Warranty
EASI’R is provided by LF in a professional manner and quality conforming to best industry practices and will substantially conform, in all material aspects, to the specifications set in the product documentation.
LF will use suitable, appropriately qualified, experienced and competent personnel as per ISO 27001 certification to which LF complies.
Furthermore, LF will assume full responsibility for the management of all its personnel and the acts and omissions of all sub-contractors in the provision of EASI’R.
LF will undertake commercially reasonable efforts to correct reported errors in EASI’R in accordance with LF’s maintenance policy. Customer acknowledges that complex software is never free of software errors and security defects. LF does not give Customer a guarantee that all errors will be corrected.
Except for the express warranties set out above, LF makes no additional warranties or representations regarding EASI’R to Customer or to any other party.
7. License Fee and payment terms
All prices (“License Fee”) are quoted in Euros (€), exclusive VAT. All payments shall be made in advance in Euros (€)
It is possible to choose between Annual or monthly payments.
All invoices are payable within 8 days of receipt without any possibility for deductions.
LF reserves the right to adjust the License Fee with 90 days of notice.
8. Personal Data and Personal Data Protection
In the course of delivering EASI’R to Customer, LF shall process personal data on behalf of Customer (primarily store personal data) and as a result LF is a processor of Customer in accordance with applicable data protection legislation.
LF’s processing of personal data on behalf of Customer shall be governed by LF’s Data Processing Agreement (See section B. Terms for Processing of personal data on behalf of Customer).
LF shall each act as a controller in accordance with applicable data protection legislation (GDPR) for such personal data LF process in its own interest in connection with the Agreement. In doing so LF will take all necessary steps to ensure that such personal data is not accidently or unlawfully destroyed, damaged or misused and that no third parties will gain unauthorized access hereto. Furthermore, LF will ensure that personal data is processed in accordance with all applicable legislation and principles.
9. Term and Termination
The Trial License shall automatically expire after fourteen (14) days.
Either Party shall be entitled to terminate the Commercial License for convenience by giving thirty (30) days’ written notice. Customer shall not be entitled to receive any refund for License Fee paid in advance in connection with termination of the Agreement.
Customer’s subscription to EAS’R shall not be subject to the statutory 14 days cancellation period.
LF and Customer may terminate the Agreement for breach by giving a written notice to the other party, and the breach is not remedied within forty (40) days from the receipt of the written notice of this matter.
Termination for breach shall only have future effect (ex nunc).
10. Consequences of Termination
Upon expiry of the Trial License or termination of the Commercial License in accordance with Clause 9, Customer shall no longer be granted any rights to use EASI’R and access to EASI’R shall be removed.
Prior to the expiry of the Trial License or termination of the Commercial License, Customer shall be responsible for retaining all Customer Data from EASI’R. LF shall have no responsibility for any deletion of Customer Data.
11. Limitation of Liability
LF shall not be liable to Customer for any claims, losses, damages, penalties, interest, fines, costs, liabilities, expenses and fees, including attorneys’ fees and expenses, or any indirect, incidental, economic, special or consequential losses, including loss of profits, revenue, data, or use, incurred by Customer or any third party, whether in an action of the Agreement, tort or otherwise (Damages), even if LF or any other related person has been advised of the possibility of such Damages. Furthermore, LF shall not be responsible for any Damages covered by insurance taken out by Customer or which are beneficial to Customer.
LF’s total aggregate liability for any claims or Damages based upon, related to or arising out of the Agreement, or any transaction contemplated herein will in no event exceed the lesser of the License Fee actually paid for EASI’R or EURO 20.000.
The provisions regarding LF’s limitation of liability allocate the risks under the Agreement and the corresponding License Fee paid by Customer to LF.
12. Force Majeure
If LF is unable to provide EASI’R under these Terms of Service as a result of force majeure, LF cannot be held liable as a result of any Damages, nor shall Customer be entitled to terminate the Agreement. Force Majeure is a condition over which LF has no reasonable influence and which LF cannot deal with within reasonable, commercial and practical measures. For the avoidance of doubt war, terrorist attacks, failure of public electricity supply or telecommunication or computer viruses, hacking, trojans, spyware or similar in respect of EASI’R shall constitute as force majeure.
In case of force majeure, LF shall immediately notify Customer of the force majeure situation.
LF may refer to Customer as a reference for marketing, sales material and inquiries, including use of company name and logo of Customer.
All notices to LF shall be sent to email@example.com.
In the event any provision of these Terms of Service is held to be invalid or unenforceable, the remaining provisions of these Terms of Service will remain in full force and effect.
Survival after expiry or termination
Any provisions contained in these Terms of Service with respect to the following shall survive expiry or termination for any reason – Confidentiality, Limitation of Liability, Intellectual Property Rights and any other right or obligation, which by its nature, is reasonably expected to survive termination of this Agreement.
The waiver by LF of any default or breach of these Terms of Service shall not constitute a waiver of any other or subsequent default or breach.
14. Disputes, Venue and Governing Law
Except as provided below, this Agreement shall be governed and construed in all respects in accordance with the laws of Denmark, excluding its rules regarding choice of law (renvoi) and any disputes shall in first instance be settled by the Court of Aarhus (Retten i Aarhus).
Excepted from the general governing law rule are Customers, which are legal entities in Germany. For these Customers the choice of law is German law and the choice of venue in first instance shall the Court of Chemnitz (Landgericht Chemnitz).
In all cases the United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
Notwithstanding the provisions of this clause LF may seek immediate injunctive relief or equitable remedies for breaches of the intellectual property rights or confidentiality obligations.