“If you are a customer who has signed with us before October 1, 2024 the following terms and conditions do not apply to you. You can find your latest terms and conditions [here]”

Online Subscription Terms and Conditions

These terms and conditions along with other terms and policies referenced herein, as amended from time to time (“terms and conditions”) constitute a legally binding agreement as of effective date (as defined below) and set forth the obligations and conditions between you, either individually, or on behalf of your employer or any other entity which you represent (“the customer” or “You”) and decideact solutions APS (“DecideAct” or “We”) relating to your use of the Services as defined herein. Your use of the Services is expressly conditioned upon your complete acceptance of these terms and conditions. By making use of the SERVICES, you agree to these terms and conditions. Therefore, please read the terms and conditions carefully before using the software of Decideact. If you do not agree with OR DO NOT HAVE AUTHORITY TO BIND YOUR EMPLOYER OR ANY OTHER ENTITY to the terms and conditions, you must not make use of the Services. In case you represent your employer or any other entity, you hereby represent that you have full legal authority to bind your employer or such entity to these Terms and after reading and understanding these Terms, you agree to these Terms on behalf of your employer or the respective entity and these Terms shall bind your employer or such entity.

AS ELABORATED BELOW; THERE ARE DIFFERENT TYPES OF USERS IN THE DECIDEACT PLATFORM. EACH USER ACKNOWLEDGES THESE TERMS AND CONDITIONS TO BE LEGALLY BINDING AND YOU AFFIRM AND SIGNIFY YOUR CONSENT TO THESE TERMS AND CONDITIONS BY (1) CLICKING ON A BUTTON OR CHECKING A CHECKBOX FOR ACCEPTANCE OF THESE TERMS AND CONDITIONS; OR (2) REGISTERING TO; USING OR ACCESSING THE SERVICES PROVIDED BY US, DECIDEACT, WHICHEVER IS EARLIER.

1. Definitions

1.1 Admin User is a user with elevated permissions and control over the Customer’s account, responsible for managing settings, user accounts, permissions, and other administrative functions.

1.2 Customer’s Data means all information that Customer or its Users submit to the DecideAct Platform/Service.

1.3 Trade Secrets refer to confidential and proprietary information belonging to the customer or DecideAct, which is not publicly known and provides the other party with a competitive advantage. This information may include business strategies, financial data, formulas, designs, processes, methods, customer lists, or other sensitive data that the customer takes reasonable measures to protect from unauthorized access or disclosure.

2. Use of the Software

2.1 DecideAct grants the Customer a limited, non-exclusive, non-transferable right to access and use the Services for the Customer’s business purposes. The Services must not be used by the Customer for, or on behalf of, 3^rd parties that are not authorized under these Terms and Conditions. Any rights not expressly granted herein are reserved.

2.2 Pursuant to the Terms and Conditions, the Customer accepts that its right to use the Services will be web- and mobile based only. The Software will not be installed on any hardware of the Customer, except for mobile devices. Also, the Customer accepts to use the most up-to-date version of the system that will be maintained by DecideAct, in order to extend and improve the functionality of the system. Updates are automatically made available by DecideAct and it is the Customer’s responsibility that the employees of the Customer (“User”) keep the software version updated on User’s mobile device. Updates to the web-based system are automatically deployed by DecideAct.

3. Our Services

3.1 The DecideAct services include our platform as well as any other ancillary or supplementary products and services offered online via our website (“Services”). DecideAct may add, modify or discontinue any feature, functionality or any other tool within any services at our own discretion and without further notice.

3.2 Customer acknowledges that the purchase of the Services is not reliant on DecideAct delivering any future releases of functionality, features, or services. This includes, without limitation: (i) the continuation of specific Services or Additional Services (as defined below) beyond the current Subscription Term; (ii) the availability of Third-Party Services; or (iii) any reliance on public statements we make, whether verbal or written, about any future functionality, feature, or service.

3.3 By accessing and using the Services, the Customer represents and warrants that he or she is of legal age at the time of creating the Account. We reserve the right to request age verification at any time to ensure compliance with this provision.

4. Account registration and Administration

4.1 To initially register for our Services, Customer must create an account ("Account"). By creating an Account and registering to use our Services, Customer becomes a DecideAct customer ("Customer"), either as an individual or on behalf of Customer’s employer or an entity for whom Customer created the Account. The first user of the Account will be automatically designated as the account administrator ("Admin").

4.2 When registering Customer and all Users (a) acknowledge that it is their responsibility to ensure that Customer’s password remains confidential and secure, (b) agrees to provide only accurate, complete and current registration information,

4.3 Customer agrees that (a) Customer is fully responsible for all activities that occur under Customer’s Account and (b) Customer will promptly notify us if Customer becomes aware of any unauthorized access or use of Customer’s account. We may assume that any communications we receive under Customer’s User Profile have been made by You. Customer will be solely responsible and liable for any losses, damages, liability and expenses incurred by us or a third party, due to any unauthorized usage of the Account by any of Customer’s Users or third party on behalf of Customer.

4.4 Customer acknowledges and agrees that we may ask any User to provide information to verify their identity and help maintain the security of Customer’s Account. If Customer or an Admin lose access to an Account or request information about an Account, we reserve the right to require verification and/or additional information, before restoring access or sharing information regarding the Account.

4.5 Customer acknowledges that the admin(s) of Customer’s account are deemed as the authorized representatives of the Customer and any decision made or action taken by the admin(s) is deemed as a decision or action taken by the Customer. The admin(s) may add other Users of the Customer’s account to become an admin. Customer acknowledges, that the role of the admin comes with extended and important privileges and controls over Customer’s account.

4.6 Besides the Admin User there are different types of Users with different functionalities and permissions. Customer is solely responsible for ensuring that all Users are assigned the appropriate user type. The number of possible Users per account depends on the type of subscription Customer has chosen.

4.7 Customer is solely responsible for all activities carried out by all Users, even if those Users are not part of Customer’s organization. Customer acknowledges that any action taken by a User on Customer’s account will be considered by DecideAct as an authorized action by Customer, and Customer shall not have any claims in this regard.

5. Intellectual Property Rights and Data usage

5.1 Customer accepts that any right, title and interest in and to the Services and the Software, together with its object codes, interfaces, other documentation, derivative works, data (excluding the Customer’s Data), trademarks or other related intellectual property rights and materials (collectively “the Provider’s IPR”), are and shall at all times remain the sole and exclusive property of DecideAct.

5.2 Notwithstanding clause 5.1 any data Customer creates or owns (Customer’s Data) will remain the property of Customer.

5.3 DecideAct’s IPR includes trade secrets and proprietary information protected by applicable copyright laws and other laws related to intellectual property. Except for the right to use the Services, as expressly provided herein, these Terms and Conditions do not, neither directly nor indirectly, grant Customer any rights to patents, copyrights, database rights, trade secrets, trademarks (whether registered or unregistered) or any other rights or licenses with respect to the Services or the Software.

5.4 Customer must not, directly or indirectly, attempt or allow any employee, contractor or other 3^rd party to copy, modify, duplicate, create derivative works from, frame, mirror, republish, reverse engineer, disassemble, download, transmit or distribute any part of the Services and/or Software in any form or media or by any means.

5.5 In case the Customer’s Data or parts hereof are developed by an employee of the Customer or by a 3rd party using the Software on behalf of Customer, the right to the Customer’s Data or parts hereof shall be an internal matter for such employee or 3rd party and Customer to agree on, and not a concern for DecideAct.

6. Accessibility and performance of the Service

6.1 DecideAct shall use commercially reasonable efforts to make the Services available twenty-four hours per day, seven days a week during the Term.

6.2 Notwithstanding clause 6.1, the Services shall not be available, 1) when scheduled system back-up or other ongoing maintenance as required and scheduled in advance by DecideAct are carried out, or 2) if any unforeseen incident beyond DecideAct’s reasonable control occurs, including – but not limited to – failure by DecideAct’s suppliers, Internet network failures, outdated versions of Customer’s software, denial of service attacks, similar attacks or any force majeure event.

6.3 DecideAct further reserves the right to monitor and reasonably restrict the Customer’s ability to use the Services, if Customer is using excessive computing resources impacting the performance of the Services for other subscribers. In such case, We will notify Customer in advance and use commercially reasonable efforts to determine an appropriate alternative or work-around solution.

6.4 For additional information on commitments with respect to DecideAct’s terms and conditions for maintenance and Customer support see Service Level Agreement on our homepage decideact.net.

7. Maintenance and Customer support

7.1 DecideAct will maintain the Software, including patches and fixes to the Software and releases of new versions of the Software at no additional cost. Unless otherwise agreed, the maintenance shall not include any additional functionality or custom programming.

7.2 If requested by Customer, DecideAct shall offer customer support to the Customer. Technical support shall be requested and provided via e-mail and be limited to question regarding technical issues of the Software. Service support shall be requested and provided via e-mail and be limited to questions regarding the relationship between Customer and the DecideAct. Technical support and customer support via e-mail can be requested at all times and will be provided as fast as possible within our service hours as stated on the DecideAct website.

8. Protection of the Customer's data

8.1 DecideAct will maintain appropriate, physical, organizational and technical safety measures for protection of the security and confidentiality of the Customer’s Data, the data analyzed by DecideAct (“Analyzed Data”) and the Customer’s trade secrets.

8.2 DecideAct shall not 1) disclose the Customer’s Data or the Customer’s trade secrets except as compelled by applicable laws or as expressly permitted in writing by Customer or 2) access the Customer’s Data or the Customer’s trade secrets except to provide the Services, prevent or address Service or technical problems or in connection with the purposes listed under clause 8.3.

8.3 DecideAct may use Customer’s Data as and to the extent necessary to prepare its invoices, provide support to the Customer and develop statistics. DecideAct may also anonymise Customer’s Data which entails the removal or modification of any personally identifiable information, i.e. data sets that cannot be associated with any one individual. Anonymisation is a component in DecideAct’s protection of Customer’s Data. Further, by analysing anonymised data sets, DecideAct can improve and ensure the effectiveness of the Software.

8.4 To the extent that DecideAct processes any Personal Data on behalf of the Customer that is subject to the General Data Protection Regulation (“GDPR”), the terms of our Data Processing Agreement, which is incorporated into these terms by reference, shall apply. You can find our DPA here.

9. Confidentiality

9.1 In addition to, but in no way limiting the requirements relating to the DecideAct’s IPR, Customer shall use reasonable efforts (but in no case less than the efforts used to protect the Customer’s own proprietary information of a similar nature) to protect all proprietary, confidential and/or non-public information connected to the Software, the Services or the agreement between Customer and DecideAct (“the Confidential Information”).

9.2. The Customer must not disclose or publish the Confidential Information without the prior written consent of DecideAct.

9.3 The restrictions on disclosure shall not apply to information, which was 1) generally available to the public at the time of disclosure, 2) already known to the Customer prior to disclosure pursuant to these Terms and Conditions, 3) obtained at any time lawfully from a 3^rd party under circumstances permitting its use or disclosure to others or 4) required by law or court order to be disclosed.

9.4 DecideAct is at all times entitled to make reference to the Customer as DecideAct’s customer.

10. Subscription and payment

10.1 Our Services may be purchased through an order form such as a sales order, purchase document or any other instrument DecideAct designates, which can be completed and submitted online, in-product, offline or any other manner specified by us (“Order Form”).

10.2 Unless stated otherwise in writing (such as in an Order Form or additional Agreement), DecideAct’s Services are provided on a subscription basis. Customer agrees that the Subscription will automatically renew at the end of the then current period of the subscription stated on the Order Form (“Subscription Period”) at the then current rates of DecideAct. Customer has the option to choose between a monthly Subscription Period and a yearly Subscription Period. Customer gives DecideAct permission to automatically charge the relevant fees on or after the Renewal Date, unless Customer cancels or terminates the Subscription as described in these Terms and Conditions.

10.3 DecideAct provides various Subscription options, each with distinct features, user capacity, and services ("Subscription Plan"). The details and specifics of these Subscription Plans are outlined on the DecideAct Website or in any other way deemed appropriate by DecideAct, ensuring easy accessibility for the Customer.

10.4 Customer can change their Subscription Plan to a different Subscription option or Subscription Period (“Subscription Change”) at the end of each Subscription Term.

10.5 Unless agreed upon otherwise in writing or on the order form, Customer will pay all undisputed amounts in accordance with their Subscription plan (“Subscription Fee”) via credit card. The Provider reserves the right to offer the payment option of annual invoicing to customers within certain payment plans. The Customer agrees to supply accurate, up-to-date, and complete billing information and grants us permission to charge, request, and collect payments from their chosen payment method or designated bank account. The Customer also authorizes us to conduct any necessary checks to verify the payment account or financial details to ensure timely payment, including obtaining updated payment information from the Customer's credit card provider or bank (such as a new expiration date or card number). Customer agrees that the provided credit card will be charged with the applicable Subscription Fee at the beginning of each Subscription Term. Amounts due are payable in the currency set forth in the applicable Order Form and are non-changeable and non-refundable unless otherwise agreed upon in writing or in these terms and Conditions. DecideAct reserves the right to suspend Customer’s account if Customer’s account becomes overdue and is not brought current within ten (10) business days following notice. Unpaid amounts may be subject to interest at the maximum permitted by law plus collection costs. Suspension will not relieve Customer’s obligation to pay amounts due.

11. Tax

11.1 All prices are, unless stated otherwise on the Order Form, excluding tax.

12. Term and termination

12.1 These Terms and Conditions as of the date Customer enters into an Order Form incorporating these Terms and Conditions (“Effective Date”) and will remain in effect until expiration or termination in accordance with these terms. Customer may terminate the Subscription or any Order Form (1) in writing with a notice period of thirty (30) days, provided Customer chose a Subscription Plan based on annual payment and renewal, or, (2) in writing taking effect at the end of the following month after the notice is given, provided Customer chose a Subscription Plan based on monthly payment and renewal. Each Party may terminate this Agreement by providing written notice if the other party (a) is in material breach of these Terms and, if curable, fails to remedy the breach within a reasonable period, which must be no less than 10 days after receiving written notice from the non-breaching party; however, termination by Customer will apply only to the specific components of the Services affected by the breach; or (b) ceases its business operations or becomes subject to insolvency proceedings that are not dismissed within 45 days.

12.2 Upon the expiration or termination of this Agreement and/or the applicable Order Form for any reason, all Subscriptions and any other rights granted to Customer under the terminated Order Form will immediately end, and Customer must stop using the Service immediately. Termination will not, under any circumstances, relieve Customer of the obligation to pay any fees accrued or owed to DecideAct for the Service or Professional Services prior to the termination date.

12.3 Customer agrees that following expiration or termination of all Subscriptions under the Agreement, DecideAct may immediately deactivate Customer’s account(s) associated with such Agreement. DecideAct will make Customer’s Data available to Customer as long as DecideAct receives written notice within thirty (30) days after the effective date of expiration or termination from Customer. After such thirty (30) day period, DecideAct will have no obligation to retain Customer’s Data and will thereafter, unless legally prohibited, be entitled to delete all Customer’s Data in its systems or otherwise in its possession or under its control. Should the Customer wish for additional services from the Provider, such as the data to be returned in a specific way or format, or to another data Processor, any such assistance should only be provided in return for payment. For more information on data privacy please see our Privacy policy as well as our Data Processing Addendum, which are incorporated into this agreement by reference.

13. Limitation of liability

13.1 Customer represents that it accepts sole and complete responsibility for 1) the selection of the Services to achieve Customer’s intended business purposes, 2) use of the Services and 3) the Customer’s Data. DecideAct shall thus not be responsible for any data or content uploaded, posted, communicated or otherwise made available via the Services by Customer, Customer’s employees (the Users) or any other 3^rd party using the Software on behalf of Customer.

13.2 To the maximum extent permitted by applicable law, DecideAct shall in no event be liable for any special, incidental, indirect, consequential, punitive, exemplary or damages whatsoever, including – but not limited to – damages for loss of business profits, business interruption, loss of business information or any other pecuniary loss, arising out of the use or inability to use the Services. This limitation also applies to any claim arising out of product liability.

13.3 In any event, under no circumstances shall DecideAct be liable for any loss, costs, expenses or damages to Customer in an amount exceeding the Subscription Fee actually paid to DecideAct by Customer for the previous Subscription Period.

13.4 DecideAct does not warrant that the Customer’s use of the Services will be uninterrupted or error free.

13.5 Except where expressly stated otherwise in these Terms and Conditions, the Services are provided “as is”, and DecideAct disclaims any and all other warranties, express or implied, elsewhere to the maximum extent permitted by applicable laws.

14. Warranties and indemnifications

14.1 Customer warrants that the Terms and Conditions are validly entered into and that Customer has the legal power and authority to do so.

14.2 Customer shall defend DecideAct against any claim, demand, suit of proceeding made or brought against DecideAct by a 3^rd party alleging that the Customer’s Data, the Analysed Data or Customer’s use of the Services in breach of these Terms and Conditions, infringes or misappropriates the intellectual property rights of a 3^rd party or violates applicable law. In such case, Customer shall indemnify DecideAct for any damages, attorney fees and costs awarded against DecideAct or for any amounts paid by DecideAct under a court-approved settlement.

15. Miscellaneous

15.1 Customer shall use the Services in accordance with any and all applicable laws.

15.2 With respect to the Services, the Terms and Conditions supersedes any and all prior or contemporaneous understandings or agreements whether written or oral. No amendment or modification of the Terms and Conditions will be binding unless agreed to in writing signed by duly representatives of the Customer and DecideAct and such writing makes specific reference to these Terms and Conditions and its intention as an amendment hereto.

15.3 Notwithstanding clause 15.2, DecideAct may amend the Terms and Conditions by providing 30 days’ prior written notice to Customer. Customer will be bound by such amendments unless they are materially and adversely impacting Customer and Customer within 14 days notifies DecideAct specifying the amendments which the Customer determines to be materially and negatively affecting Customer. The parties shall then try to mutually agree on an alternative wording acceptable to the parties. If such agreement cannot be reached within a reasonable timeframe, DecideAct may either waive the amendments or terminate the Terms and Conditions as well as any other agreement and or Order Form with Customer. If Customer does not provide the aforementioned notice and by continuing payment or use of Services after the amendment has taken effect, Customer is deemed to have accepted the amendment.

15.4 The following clauses shall survive any termination of the agreement between Customer and DecideAct: Clause 5 Intellectual Property Rights, Clause 9 Confidentiality, Clause 13 Limitation of Liability, Clause 14 Warranties and indemnifications and Clause 15.4.

(LBO-01-10-2024)