1.1. This License Agreement sets out the general terms and conditions that apply to the Customer’s use of the LeadFamly Platform (as defined herein below). Access to the Platform will be granted by username and password initially distributed by LeadFamly to an administrator designated by Customer. The Customer will be able to create individual User accounts up until the agreed number of Users.
1.2. These terms and conditions shall apply if no other similar provisions has been agreed upon between the Parties.
1.3. By implementing, using or otherwise making use of the Platform, the Customer agrees to be bound by the License Agreement and its annexes, including these Terms and Conditions. If the Customer does not accept this, the Customer may not access, implement, use or otherwise make use of the Platform.
1.4. All License Fees are based on the Customer itself producing and running campaigns in the Platform, unless it is otherwise agreed. A thorough introduction to the Platform by LeadFamly (in a manner determined by LeadFamly from time to time) is provided and support, as further specified herein, is made available and is included in the License Fee.
2.1. Unless otherwise specified in the License Agreement, the following words or phrases shall, when written capitalized in the License Agreement or these Terms and Conditions, have the following meanings:
a) “Account” means the named account that the User(s) has access to in order to access the LeadFamly Platform.b) “Channels” means the Customer’s marketing channels such as website, social media, mobile applications and other digital marketing channels.c) “Customer” or “Licensee” means the Party identified as such in the License Agreement.d) “Data” means any information entered in the Platform, or created as a result of use of the Platform, by the Customer.e) “Downtime” means that a campaign is not live due to interruptions in the Software service provided by LeadFamly in accordance with the Uptime commitments.f) “Effective Date” means the date when both Parties have signed the License Agreement.g) “Force Majeure” means events that are outside of LeadFamly’s reasonable control and which prevent or have a substantial negative effect on LeadFamly’s ability to perform its obligations under the License Agreement, and shall include, but not be limited to: war, civil war, revolutions, public unrest, riots, labor conflicts, strikes, government invention, power failure, internet failure, utility failure, flooding, fire, earthquakes, severe weather, pandemics.h) “LeadFamly” or “Licensor” means LeadFamly ApS, a private limited company incorporated in Denmark (in Danish: “anpartsselskab”), Danish company number (CVR-number) 36986476.i) “License” means a non-exclusive, non-transferable, limited and revocable right to access and use the Platform on terms and conditions further set forth herein or as otherwise agreed to between the Parties,j) “License Agreement” means a contract entered into between LeadFamly and Customer regarding the Customer’s use of the Platform, payment of License Fees, and the terms and conditions therefor.k) “License Fee” means the consideration by Customer to LeadFamly in return for Licenses.l) “Participant” means an individual end-user who participates in a marketing campaign created by the Customer via the Platform.m) “Managed services” means non-license-based services delivered by LeadFamly such as setup of campaign, specific testing of campaign.n) “Party” or “Parties” means either, or both, of LeadFamly and Customer.o) “Platform” means the software platform developed and provided by LeadFamly pursuant to a License Agreement.p) “SaaS” means “software-as-a-service”, a non-downloadable, remote connection accessible software application.q) “Service Level” shall have the meaning defined in the Service Level Agreement, Annex B to the License Agreement.r) “Support” means remote troubleshooting capabilities and basic usability assistance as described in the Service Level Agreement section 5.s) “Term” means a period of time specified in the License Agreement during which a License to the Platform is granted.t) “Terms and Conditions” mean these LeadFamly Service Agreement and License Terms and Conditions.u) “Territory” means a geographical area, an industry, and/or a particular group of potential customers or recipients, as specified in License Agreement.v) “Training Academy” means a digital learning forum included in the Platform as described in the Service Level Agreement section 4.w) “Update” means any amendment, addition, or removal of specific functionalities, content and/or features on the Platform.x) “Uptime” means that the Platform is accessible (subject to normal remote access from the Customer to the internet) and functions normally without substantial errors or malfunction.y) “User” means an individual employee or agent of Customer who is granted access to the Platform through an individual, unique User name and password generated by the Customer.z) “Registration” means non-unique registrations made to the campaigns by campaign participants.
3.1. Under this License Agreement, the Customer may access LeadFamly for the purpose of building and operating gamification campaigns from the LeadFamly platform.
3.2. LeadFamly’s services are offered on a SaaS model, i.e. that the Customer always has access to the software. The Platform is continuously developed and updated in order to improve performance; however, this development may in some situations mean that previously developed campaigns may not function after an update of the Platform. LeadFamly makes no representations or warranties about duration of specific functions, functionalities, features, or other qualities of the Platform, other than that “live” campaigns will not be affected by updates or new releases.
3.3. Hosting, upgrading and maintenance of the Platform shall be provided by LeadFamly and is included in the License Fees.
3.4. LeadFamly provides operating support, via an online chat function within the Platform or via email, between 8:00 – 21:00 (CET) during weekdays and between 10:00 – 21:00 (CET) on weekends. All support inquiries shall be sent to firstname.lastname@example.org or through the chat in the platform.
4.1. Managed services on the Customers request will entail an invoice. The invoicing amount will be according to time spent and the rate is 150 EUR pr. hour excl. VAT, a minimum of one (1) hour will be invoiced. The Customer will receive an estimation of the time frame and cost before the service is performed.
4.2. Setup of campaign:4.2.1. If this managed service hours are spent on setup of campaign, the Customer delivers all material (text + media assets) minimum two weeks before launch of the campaign. LeadFamly implements all the assets and text for the campaign. The implementation will be in two steps and will not start before LeadFamly receives all materials.
Step 1 – Design (including one round of correction)Step 2 – Game technical settings (including one round of correction)
4.2.2. The number of managed service hours needed will be estimated, if the number of hours is exceeded this will affect an additional cost. The Customer will be notified before the number of hours is exceeded.4.2.3. It is the responsibility of the Customer to review and approve the final campaign and settings to ensure that the campaign is as intended.
4.3. It is the responsibility of the Customer to make the usage of the managed services bought in the license period and potential unused services will not be transferred to other campaigns/services or paid back to the Customer.
4.4. Managed service usual delivery times might vary during peak seasons.
5.1. The License Fee is agreement-specific and is regulated in the above Agreement specification.
5.2. The License Fee shall be paid on time, as agreed between the Parties. Unless otherwise stated in the above, there is a 14 day net payment period for invoices from LeadFamly.
5.3. LeadFamly shall be entitled to issue invoices for the License Fee for the full Term immediately upon the Parties’ signing of the License Agreement, and up to one month prior to any extension of the Term, for the License Fee for the full Term or extension thereof, unless otherwise agreed. Payment shall be due as set forth in clause 5.2.
5.4. In case of late payment, interest is calculated from the invoice date in accordance with the Danish Interest Act (“Renteloven”, as amended and in force at the time when any payment becomes due).
6.1. LeadFamly hereby grants to Customer a limited, non-transferable, non-exclusive right to use the Platform for the purpose of accessing and using the Platform and set of functions as specified in the License Agreement during the Term for the purposes described in the License Agreement.
6.2. Any Data regarding Customer’s Participants, customers and the content used in connection with the Customer’s built-up campaigns always belong to the Customer, and LeadFamly shall only use the Participants’ or customers’ information and content solely for the provision of performing or enabling services on the Platform.
6.3. LeadFamly has the right to use non-personal Data on an aggregated and entirely anonymous level, solely for LeadFamly’s platform improvement and statistical purposes. Data used for statistical purposes or platform improvement will not contain personal Data. LeadFamly shall undertake reasonable efforts to comply with all laws as applicable to Personal Data as defined and described under the EU General Data Protection Regulation (“GDPR”).
6.4. LeadFamly is the sole owner of all copyrights and all other intellectual property rights related to the Platform.
6.5. The Customer may not damage, delete, or modify any files and codes within, or that give access to use of, the Platform. The Customer is also not permitted to change or remove any statement and / or comments on copyright, trademark or other rights existing in the Platform.
7.1. The Parties are individually responsible for complying with their respective obligations regarding any processing of personal Data by LeadFamly on behalf of the Customer in connection with the use of the Platform. LeadFamly acts as a data processor only on instructions from the Customer who is responsible for the Data.
7.2. As data processor, LeadFamly takes the necessary technical and organizational security precautions to prevent information being accidentally or illegally destroyed, lost or impaired, and also to prevent them from becoming known to unauthorized persons, being misused or otherwise processed in violation of the GDPR.LeadFamly shall comply with the Data Processing Agreement between the Parties. At the Customer’s request, LeadFamly shall reasonably provide sufficient information to ensure that the aforementioned technical and organizational security measures have been taken.
7.3. The Platform is hosted through Amazon cloud services at Amazon Web Services in Ireland, or at another similar hosting facility chosen by LeadFamly from time to time in its discretion within EU/EEA.
7.4. LeadFamly shall make reasonable efforts to provide an uptime during the Term of 99%, exclusive of Downtime for implementation of Updates, maintenance. LeadFamly will normally provide 14 days’ notice to Customer of planned Downtime. LeadFamly shall not be obligated to provide any kind of compensation to Customer for Downtime, regardless of the reason therefor.
7.5. Data protection terms and conditions are set forth in the Data Processing Agreement between LeadFamly and the Customer. A data processing agreement shall be in force between the Parties as a condition for the Customer to be able to execute a live campaign that collects Data.
8.1. The Customer warrants and shall ensure that the Customer’s use of the Platform in all respects is lawful in every jurisdiction within the Territory. In particular, the Customer must ensure that the necessary consent for processing personal data is obtained and that all relevant rules regarding the processing of personal Data, on marketing, on consumer protection, on spam and on use, etc. is complied with.
9.1. LeadFamly treats all Data confidentially.
9.2. The Parties shall keep confidential all information (written or oral) concerning the business and affairs of the other party and any specifications, drawings, customer information, personal data, content, diagrams, patterns or other materials that it shall have obtained or received or created as a result of the discussions leading up to, during, or the entering into or the performance of the License Agreement, shall only use such information in the performance of the License Agreement and shall not without the other Party’s written consent disclose such information in whole or in part to any other person save those staff, subcontractors and agents involved in the implementation of the License Agreement and who have a need to know the same and shall ensure that all such persons comply with the obligations in this Clause 9.2.
9.3. The Parties’ obligations in Clause 9.2 shall not apply to information that is already in the public domain other than as a result of a breach of Clause 9.2.
9.4. The Customer accepts that LeadFamly may use examples from campaigns, name and logo in mentions for marketing purposes. All such use shall be made in good faith and to a fair extent. Consent to such use can be withdrawn at any time by written notice to email@example.com such withdrawal to be effective no later than 5 workdays after such notice is given. Withdrawal of consent through other channels will only be valid if followed by a confirmation email from firstname.lastname@example.org.
10.1. LEADFAMLY AND ITS SHAREHOLDERS, AFFILIATES, SUBSIDIARIES, DISTRIBUTORS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND PERSONNEL SHALL NOT BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS LICENSE AGREEMENT UNDER ANY LEGAL THEORY, INCLUDING BUT NOT LIMITED TO, LOST PROFITS, AND/OR BUSINESS INTERRUPTION, INFRINGEMENT, OR THE COST OF SUBSTITUTE SOFTWARE, EVEN IF LEADFAMLY HAS BEEN ADVISED OF, KNOWS OF, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES.
10.2. LeadFamly’s total liability toward Customer under this License Agreement irrespective of the basis therefor is limited to the higher of: (i) the License Fees that the Customer actually paid for the previous year of the Term; or (ii) EUR 10,000.00. In determining the limitation of LeadFamly’s total liability pursuant to this clause 10.2, there shall be deducted any amount and / or the value of any compensation that LeadFamly previously paid and / or granted to the Customer to cover or serve as a discount for the Customer’s loss, for which LeadFamly is responsible.
10.3. LeadFamly is not responsible for the Platform’s applicability in relation to the specific use that the Customer wishes or may have anticipated, including for integration or interaction between the Platform and the Customer’s other hardware and software, unless specifically pre-approved in writing by LeadFamly.
10.4. User-logins are personal and shall not be shared. The Customer is responsible for the security of its User- logins. That is, the Customer must manage the unique passwords and Usernames assigned by LeadFamly in a manner that prevents unauthorized access to the Platform. If the Customer notices any misuse, LeadFamly must be informed immediately in writing. The Customer shall ensure that all Users comply with the License Agreement and these Terms and Conditions and other terms and conditions applicable to the use of the Platform agreed-to between the Customer and LeadFamly. The Customer shall be liable for any breach or violation hereof by a User.
10.5. It is possible to let the Platform automatically extract “winners” of a specific marketing campaign by extracting winners, and matching the number of prizes that are for distribution in the given campaign. LeadFamly disclaims all liability for the use of automatic winner extraction, handling of prizes and information to winners. LeadFamly recommends that in campaigns with prize pools of significant value, prizes, winnings and information to winners shall be handled manually.
10.6. If LeadFamly builds or edits (a) campaign(s) for the Customer, it is the responsibility of the Customer to review and approve the final campaign and settings to ensure that the campaign is as intended.
10.7. LeadFamly is not responsible, and shall have no liability, for any events attributable to Force Majeure or similar conditions, such as interruption of power supply, breakdowns in public available networks, flooding and similar conditions, which prevent or restrict the delivery of the LeadFamly platform. If the occurrence of a Force Majeure event prevents LeadFamly from performing its obligations for more than thirty (30) consecutive days, the Customer may elect to terminate this License Agreement upon written notice, with no further obligation or liability. In the event of said termination, LeadFamly shall refund to Customer all pre-paid License Fees for the remainder of the Term.
10.8. To the extent allowed under the applicable law, LeadFamly shall have no product liability toward Customer.
10.9. If it is found that Participants access or use a marketing campaign in a manner that the Customer did not intend, LeadFamly may at Customer’s request perform a cleanup/deletion of Participant accounts/data from the database used for the campaign, at the Customer’s expense. The Customer may request a quote, prior to the performance of the task. This task is performed exclusively at The Customer’s request.
10.10. Except as otherwise stated in this clause 10, the limitations in this clause 10 shall not apply if the loss can be shown to be attributable to gross negligence or intentional acts or omissions.
11.1. The Customer may not sell, assign, distribute, license, rent out, lease, lend, mortgage, pawn or otherwise transfer, assign or convey its rights and/or obligations under the License Agreement hereunder obtain marketing permissions on behalf of third parties, the Platform or the License to third parties without prior written permission from LeadFamly.
11.2. LeadFamly is entitled at any time without the Customer’s consent to transfer its rights and obligations under this License Agreement as part of a sale of the business operated by LeadFamly or to companies that are group-associated with LeadFamly as defined in Section 5, no. 18, cf. Section 7, of the Danish Companies Act (“selskabsloven” as amended and in effect at the time of any such transfer).
12.1 This License Agreement shall enter into force on the Effective Date and shall remain in force until it is terminated pursuant to this clause 12.
12.2 This License Agreement can be terminated by either Party with effect from the end of the Term by giving written notice to the other Party no later than 1 month prior to the end of the Term.
12.3 This License Agreement will automatically renew for additional 1-year successive terms, which shall then each become the Term, for the annual License Fee, unless terminated by one of the Parties no later than 1 month prior to the end of a Term.
12.4 In the event of a material breach, the non-breaching Party may terminate the License Agreement with the defaulting Party if the material breach has not been rectified by the defaulting Party within 14 business days after receiving written notice thereof, specifying the alleged breach. Material breach shall include, but shall not be limited to: delay in payment of License Fees; unauthorized use of the Platform.
12.5 In the event of termination of this License Agreement, regardless of the reason therefor, the Customer shall discontinue all use of the Platform, other than as specifically authorized in the License Agreement or otherwise by LeadFamly. Upon termination, except as otherwise described in the License Agreement, LeadFamly is not required to pay or repay any portion of the License Fees or other consideration to the Customer. In the event of termination as a result of material breach by LeadFamly, LeadFamly’s liability toward the Customer is limited as set forth in clause 10 herein above.
12.6 At the expiration or termination of the License Agreement, the Customer’s License and access to the Platform shall immediately be terminated, and the Customer’s account in the Platform will be deleted no earlier than 12 months after the expiration or termination. LeadFamly undertakes to notify the Customer of the expected time of any such deletion no less than 14 calendar days in advance thereof. The account can be deleted prior to the 12 months after the expiration or termination of this License Agreement by contacting support through the chat support or at email@example.com.
12.7 Deletion of personal data is delt with separately in the Data Protection Agreement between the Parties.
13.1. This License Agreement shall be governed by the laws of the Kingdom of Denmark, with the exception of Danish conflicts of laws rules.
13.2. Any dispute between the parties arising out of or in connection with this License Agreement, including all Annexes thereto, shall be subject to the exclusive jurisdiction of the courts of the Kingdom of Denmark, with the Municipal Court in Aarhus as the court of first instance.
13.3. Severability: If any term or clause of the License Agreement or its Annexes including these Terms and Conditions is declared void or unenforceable in a particular situation, by a court of proper authority, this declaration shall not affect the validity or enforceability of the remaining terms and provisions thereof or the validity or enforceability of the void or unenforceable term or clause in any other situation.