Legal. Know your rights.
Data security is a serious matter and it is of immense importance to us that our customers and users are always safe when using our platform. In this section, you will find everything you need to know in regards to our security and data management.
1.1 Prezentor has developed a cloud-based platform (hereinafter referred to as the “Platform”), which includes presentation tools as well as on-board services.
1.2 The Customer’s users have access to benefit from the services that the Customer chooses via their personal profile.
4.1 Prezentor provides to the Customer – on the terms and conditions stated in these Use Terms – a limited, non-transferable and non-exclusive license to use the Platform and associated Services for the duration of the Term.
4.2 The right of use includes it at the time of the conclusion of these Use Terms, the most recently prepared and released version of the Platform. From time to time the Platform may be updated to a newer version in order to perform correctly. Prezentor will inform the Customer about any Platform updates directly via an in-app message in the Platform. Prezentor may at any time update to the latest version of the Platform. Prezentor may also remove or change features or functionality of the Platform and/or the Service or stop providing a Service or access to features or functionality of the Platform
4.3 The Platform is a standard service and is licensed, not sold.
4.4 Customer shall at all times comply with any technical limitations in the Platform, if they only allow you to use the Platform in certain ways.
4.5 The Customer may not:
– break the technical limitations of the Platform,
– improperly delete, de-compile, reverse engineer, reverse compile, modify, translate, or make any similar changes (except and only to the extent mandatory Danish law expressly allows this).
– sell, rent, lease, distribute, sublicense, transfer or lend the Platform to third parties,
– make the Platform available for use by third parties, including as a hosting or service provider;
– make any modifications or changes to the Platform;
– remove, modify or add information of the Platform, including copyright, trademarks and/or property rights (including information on physical media); or
– in any way for commercial purposes or in a unloyal way link (actively or passively) to The Platform.
Any rights not expressly granted are reserved.
5. Scope of the Right of Use
5.1 The Customer is responsible for the composition of the Platform and that it meets the Customer’s specific needs and requirements.
5.2 Customer changes and modifications to the Platform may only take place after Prezentor’s prior acceptance.
5.4 When the Customer uses The Platform, Customer agrees that Prezentor may send Customer’ service announcements, administrative messages and other information.
5.5 The Platform will periodically send out newsletters to users of The Platform, who have created a profile and agreed to receive such news. Customer can unsubscribe these newsletters at any time by changing the Customer’s profile or contacting Prezentor.
6.1 The Platform can display content that does not belong to us. The Customer is responsible for such content and represent and warrant that the content the Customer publish on the Platform is correct (where specified facts) and sincere (in case of attitudes).
6.2 Prezentor always has the right to review content to determine whether it is illegal or violates Prezentor’s policies, and Prezentor may remove or refuse to display content if we reasonably believe that the content is illegal or violates our policies. This does not necessarily mean that we review content displayed on the Platform.
7. Third Party Terms
7.1 In the event that the Platform contains third-party software components, additional terms that may be applicable to such third-party software components, may be found on Prezentor’ website.
8.1 Support is provided during the Term.
8.2 Upon the start of the Term, Prezentor will send an email to Customer’s technical contact, providing information to connect and access the Platform.
8.3 To access the support, Customer may utilize Prezentor’s support website, or other site or notification mechanism as Prezentor may designate from time to time.
8.4 For any the support requests, Customer should be prepared to provide to the support personnel all pertinent information. Customer must use reasonable efforts to communicate with Prezentor in order to verify the existence of the problem and provide information about the conditions under which the problem could be duplicated.
8.5 Upon receiving Customer’s technical contact information, the support will be provided in a timely and professional manner by qualified support engineers. the support shall consist of:
a) Access to Prezentor help desk and the ability to open and manage support incidents via Prezentor support online or by telephone.
b) Production environment support:
– Critical: The incident affects more than 50 users and/or affects business critical systems or functions.
– High: The incident affects 25-50 users and/or affects business critical systems or functions.
– Medium: The incident affects one/a few users and their ability to fulfill work duties (no workaround available)
– Low: The incident affects only one/a few users and it does not affect the ability to fulfill work duties (workaround available)
– Response time within working hours 08.00 – 17.00 CET (resolve times are not guaranteed, but guidelines only for support tasks):
– Critical: start work 15 min, resolved 4 hours
– High: start work 60 min, resolved 8 hours
– Medium: start work within 1 working day, resolved 2 working days
– Low: start work 2 working days, resolved 5 working days24x7 for severity 1 incidents
c) Interactive remote diagnostic support allowing Prezentor support engineers to troubleshoot an incident securely through a real-time browser-based remote control feature for support issues which may be resident in Customer’s software or systems.
8.6 Any additional support requirements are by prior written agreement with Prezentor.
8.7 During the Term, if Customer requests specific scripts, connectors or customizations in order to optimize usage of the Platform, Customer may request Prezentor to provide such services. Such services will be provided through a consultancy services agreement with Prezentor for a separate fee, or as mutually agreed by the Parties.
9. Service Level - SLAs
9.1 The service level availability is measured against reports that Prezentor conducts on a regular basis based on objective criteria. Reports are available to Customer upon request. If Customer cannot access the Platform during the Subscription Term, Customer should contact Prezentor to receive support.
9.2 The following events shall be excluded from the calculation of service level availability: (i) force majeure event; (ii) outages due to scheduled downtime; (iii) outages based on Customer networks or domain name server issues; (iv) Customer’s configuration, scripting, coding drafted by Customer without Prezentor’s authorization or knowledge; (v) internet outages; (vi) Customer outages requested by Customer (vii) Customer changes to its environment which hinder the Platform production and (viii) inability for Customer to log in to the Platform service because of dependence on non Prezentor provided services or components.
9.3 Service level availability shall be calculated at a party’s requests each quarter.
9.4 Service availability is calculated as follows: (“Total minutes in the calendar month” – “Total minutes of Uptime”) / “Total minutes in the calendar month” *100%
9.5 Uptime is defined as follows:
– The Customer can in general possible access the presentation player via web and iPad app
– The Customer can in general edit presentations via the web backend
– The Customer can in general possible send a presentation via the backend and iPad app
– The customer can in general possible access the presentation statistics via the web backend
9.6 Failure to meet the uptime guarantee results in a back payment of 25% of the monthly fee for the month where the calculated service level availability is bellow 99,9% and failure to meet the uptime guarantee results in a back payment of 100% of the monthly fee for the month where the calculated service level availability is below 75%
10.1 Prezentor warrants that the Platform will operate materially in accordance with the applicable specifications during the Term subject to Customer’s compliance with the terms of These Use Terms.
10.2 If Prezentor has breached the warranty, Customer’s sole remedy is for Prezentor, at its sole discretion, to either (i) use reasonable efforts consistent with industry standards to cure the defect, or (ii) replace the Platform with one that materially complies with the Documentation; or (iii) provide Support; or (vi) manually replace the certificates / keys; or (v) terminate the license and arrange for a pro-rata refund of the agreed annual fee for use of the Platform
10.3 Warranty remedies are conditioned upon (i) any error or defect complained of is reasonably reproducible by Prezentor, (ii) the Platform or the Customers IT environment is not modified and is being used in accordance with the Documentation, and (iii) the breach is not attributable in whole or in part to any third party product or service.
10.4 The above warranties are the sole warranties provided by Prezentor. No other warranties, including that the Platform is error free, whether express or implied, including, without limitation, the implied warranties of satisfactory quality, no infringement, or suitability and/or the warranty of fitness for a particular purpose are provided by Prezentor or its licensors.
11.1 The above warranties are the sole warranties provided by Prezentor. No other warranties, including that the Platform is error free, whether express or implied, including, without limitation, the implied warranties of satisfactory quality, no infringement, or suitability and/or the warranty of fitness for a particular purpose are provided by Prezentor or its licensors.
12.1 Unless an alternative date of payment is set out on the Transaction Document, all payments shall be made without deduction or set off and are due eight (8) days from date of Prezentor’s invoice. Customer agrees to pay any applicable VAT, sales tax and any other applicable taxes in addition to the fees when such payments are due.
12.2 Prezentor may charge interest of one per cent (1%) per month compounded for the entire overdue period or the maximum amount allowed by law.
12.3 If Customer’s account is fourteen (14) days or more overdue, Prezentor reserves the right with prior written notice to withhold performance of its obligations under these Use Terms, without liability, until such amounts are paid in full.
13.1 These Use Terms are effective upon your acceptance of these Use Terms (the “effective date”), and will terminate thirty (30) days from the effective date unless ended earlier in accordance with these Use Terms (the “Trial Period”).
13.2 If you would like to use the Platform after the Trial Period, provided that Prezentor has made the Platfom commercially available, you must purchase a license from Prezentor under a separate contract. If an agreement for the purchase of a license is mutually agreed upon in writing by both Customer and Prezentor following good faith negotiations, these Use Terms shall continue to apply to Customer’s use of the Platform and the Services.
14.1 Either party may terminate these Use Terms without cause upon a minimum of thirty (30) days prior written or email notification.
14.2 Either party may terminate these Use Terms, if the other party (a) becomes financially insolvent or enters into liquidation; or (b) fails to observe any one of more of its material obligations under these Use Terms, and fails to remedy such default(s) within ten (10) business days after such party has been given written notice of such default(s). In the event of termination the Customer must immediately cease using the Platform, destroy all copies of the Platform (including copies in storage media and backup copies) and without undue delay certify in writing such destruction to Prezentor. This requirement applies to all copies in any form. Upon the effective date of any termination any rights granted to the Customer under these Use Terms shall cease.
15.1 Prezentor will indemnify, defend and/or, at its option, settle any third party claims that Customer’s use of the specific Platform licensed by Customer under these Use Terms infringes any valid patent or copyright at the time of delivery. Prezentor may, at its option and expense: (i) procure for Customer the right to continue to use the Platform; (ii) repair, modify or replace the Platform so that it is no longer infringing; or (iii) arrange for a pro-rated refund of the agreed annual fee for use of the Platform.
15.2 Prezentor shall have no liability: (i) in the event the allegation of infringement is a result of a modification of the Platform, (ii) if the Platform is not being used in accordance with the Documentation, (iii) if the alleged infringement would be avoided or otherwise eliminated by the use of a Prezentor published update or patch, or (iv) if the alleged infringement is a result of use of the Platform in combination with any third party product or service. The foregoing provisions state the entire liability and obligations of Prezentor regarding claims of infringement, and the exclusive remedy available to Customer with respect to any actual or alleged infringement or misappropriation of any intellectual property or other proprietary rights.
15.3 The above indemnity is contingent upon: (i) Customer providing prompt notice of any claim of infringement and assistance in the defense thereof, (ii) Prezentor’s sole right to control the defense or settlement of any such claim, provided that the settlement does not require a payment or admission of liability on the part of the Customer, and (iii) Customer not taking any actions or failing to take actions that hinder the defense or settlement process as reasonably directed by Prezentor.
16. Customer Data
16.1 Prezentor acknowledges that the Customer Data is, or shall be, and shall remain, the sole and exclusive property of Customer
16.2 Without the prior written consent of Customer (which may be withheld in Customer’s sole discretion), Prezentor shall not (i) access, attempt to access, copy or use any information of Customer other than as needed for Prezentor’s provision of the Platform or the associated services, (ii) use or copy the Customer Data other than for the purpose of providing the Platform or the associated services, (iii) disclose, sell, assign, lease or otherwise provide the Customer Data to third parties or commercially exploit the Customer Data.
16.3 Prezentor may use anonymized data for historical, statistical or scientific purposes.
16.4 Customer remains responsible for any personal data Customer collects or that Prezentor collects on Customer’ behalf (i.e. consistent with the role of “data controller” under applicable law).
16.5 Customer warrants and represents to Prezentor, that Customer is legally entitled to share such personal data with Customer (including cross-border transfer of data where contemplated).
17. Limitations of liability
17.1 Prezentor’s liability under these Use Terms shall be limited to a maximum amount equal to the fees paid by the Customer under these Use Terms during the last 12 month prior to the incident occurring.
17.2 Where no fees have been paid by the Customer Prezentor’s liability under these Use Terms shall be limited to a maximum amount of fifty ($50.00) dollars (USD).
17.3 In no event shall Prezentor be liable, whether in contract or tort, or otherwise for any incidental, indirect, consequential or unforeseeable loss, damage or expense, loss of profits, loss of business, loss of opportunity, loss or corruption of data, however arising, even if advised of the possibility of such loss or damages being incurred.
17.4 The remedies provided in these Use Terms are the exclusive remedies of the parties.
18.1 Prezentor does not warrant that the Platform will:
– achieve specific results,
– operate without interruption,
– be error free,
– be absolutely impenetrable for hackers wilfully trying to gain access to the Customer’s computer system, or
– fit a particular purpose.
19. General Terms
19.1 The terms of these Use Terms may only be amended by mutual written agreement of the Parties.
19.2 In the event either party is delayed or prevented from performing these Use Terms due to force majeure, such delay shall be excused during the continuance of such delay, and the period of performance shall be extended to such extent as may be reasonable to perform after the cause of delay has been removed. In the event any such delay continues for a period of more than thirty (30) days, either party may terminate these Use Terms upon written notice to the other party.
19.3 The Parties expressly agree that the relationship between them is that of customer-independent contractor. The parties are obliged to inform each other without unnecessary delay about changes of organisational or financial character that could have significance for these Use Terms.
19.4 The Customer is not entitled to transfer its rights or duties in connection with these Use Terms to any third party or other companies without the prior written consent of Prezentor. Prezentor may transfer its rights and duties in connection with these Use Terms to a third party upon prior written notice to the Customer.
19.5 Customer agrees that the Platform will not be used, exported, re-exported or transferred in violation of U.S. law or used for any purpose connected with chemical, biological or nuclear weapons or missile applications, nor be transferred or resold, if Customer has knowledge or reason to know that the Platform is intended or likely to be used for such purpose.
19.6 All notices hereunder shall be delivered to the other Party identified in these Use Terms either personally, via certified mail or facsimile. If delivered personally, notice shall be deemed effective when delivered; if delivered via facsimile, notice shall be deemed effective upon electronic confirmation; and if delivered via certified mail, notice shall be deemed effective upon confirmation of delivery.
19.7 In the event any term or provision of these Use Terms shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remainder of these Use Terms.
19.8 The laws of Denmark (excluding its conflict of laws provisions) shall govern the construction and enforceability of these Use Terms. Any action arising under or relating to these Use Terms shall lie within the exclusive jurisdiction of the Court of Copenhagen. The United Nations Convention on Contracts for the International Sale of Goods will not apply to these Use Terms.
19.9 These Use Terms together with any commercial/data processing terms agreed upon by and between Prezentor and the Customer constitutes the complete and entire Agreement of all terms and conditions between the Customer and Prezentor with respect to the Platform and any Support. These Use Terms can only be modified in writing. Failure to prosecute a party’s right will not constitute a waiver of any other breach.