Terms of Use

These Terms of Use (in the following referred to as the “Terms”) constitute a binding agreement between you, whether ("user”, "you" or "your") and spektr ApS, a company registered in Denmark at Bredgade 75, 4., 1260 København K, with company registration number 44012677 (“spektr”, "we" or "us"). The Terms may refer to you and us individually as a "Party" and collectively as the "Parties".

We operate the website https://www.spektr.com (the "Site") and the spektr platform (the “Platform”), which is a financial risk and compliance SaaS-solution that aids in continuously and dynamically assessing customer risks during ongoing due diligence while solving for risk events and alerts in a low-code platform.

These Terms govern any use or access to the Site, along with all other related products and Services that refer to or link to these Terms (collectively referred to as the "Services"), including the demo version of the Platform (the "Demo”). The full version of the Platform (the “Paid Version”) will be subject to separate terms and conditions unless otherwise stated below or in the terms and conditions governing the Paid Version.

You agree that by accessing the Services, you have read, understood, and agreed to be bound by these Terms. IF YOU DO NOT AGREE WITH THESE TERMS, THEN YOU ARE EXPRESSLY PROHIBITED FROM USING THE SERVICES AND YOU MUST DISCONTINUE USE IMMEDIATELY.

If you are accepting the Terms on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to the Terms. In such a case, the terms “user”, "you" and "your" will refer to such entity in addition to any individual accessing and/or using the demo, including yourself.

We reserve the right to modify and/or replace these Terms at any time, as deemed necessary. We aim to provide you with prior notice of any scheduled changes to the Terms and Services you are using. By continuing to use the Services after any changes to the Terms, you agree to be bound by such modified terms. If you do not agree to the amended terms, your only remedy will be to discontinue your use of the Services.

You can contact us at support@spektr.com.

Unless otherwise stated, the following terms and expressions shall have the meaning stated in these Terms and shall apply to all associated documents.

Services and Requirements

The Services, particularly the Demo, are provided to give you a preliminary experience of the spektr platform’s capabilities, features, and user interface. The scope and functionality of the Demo may differ significantly from the Paid Version and should not be considered a substitute for it.

Limited (free of charge) support may be offered at our discretion with the aim of assisting you with basic operational queries within commercial reasonability.

The Demo is populated exclusively with synthetic mock data. This data is provided for demonstration purposes only to showcase the functionalities of the spektr platform. The synthetic data provided in the Demo is not guaranteed to be accurate, complete, or relevant to any business scenario. You should not rely on this data for decision-making or infer any real-world applicability from the outcomes provided in the Demo.

The information provided when using the Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to any law or regulation or which would subject us to further compliance requirements, such as registration within that jurisdiction or country. Accordingly, by choosing to access and use the Services, they do so on their own initiative and are solely responsible for compliance with local laws.

Intellectual Property Rights

Our rights and provision of the Services

We are the owner or the licensee of all intellectual property rights in our Services, including all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics in the Services (collectively, the "Content"), as well as the trademarks, service marks, and logos contained therein (the "Marks").

Our Content and Marks are protected by copyright and trademark laws (and various other intellectual property rights and unfair competition laws) and treaties in the United States and throughout the world.

The Content and Marks are provided in or through the Services "AS IS" for your internal business purpose only.

We may review, screen, and delete any content created using the Services that violates these Terms or applicable laws. You are responsible for ensuring that content posted, uploaded, transmitted, and/or stored on or through the Services complies with these Terms and applicable laws. We reserve the right to deactivate your access to the Services if you use them in any way that violates these Terms or applicable laws.

The Services may include information and advertisements from our partners and other third parties. We are not responsible for any third-party information or advertisements on the Services.

Your rights and use of the Services

Subject to your compliance with these Terms and applicable laws, we grant you a non-exclusive, non-transferable, revocable license to access and use the Services.

Except as set out in this section or elsewhere in our Terms, no part of the Services and no Content or Marks may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission.

If you wish to make any use of the Services, Content, or Marks other than as set out in this section or elsewhere in our Terms, please address your request to support@spektr.com. To the extent that you are granted permission to post, reproduce, or publicly display any part of our Services or Content, you must identify us as the owners or licensors of the Services, Content, or Marks and ensure that any copyright or proprietary notice appears or is visible on posting, reproducing, or displaying our Content.

We reserve all rights not expressly granted to you in and to the Services, Content, and Marks.

You must ensure that you have the necessary rights to any content that you upload or use in connection with accessing and using the Services.

Any breach of the above above constitutes a material breach of these Terms. In such an event or if you utilize the Services contrary to these Terms or applicable law, the rights granted to you under these Terms, including your access to the Services, will cease immediately, and the license granted to you will be automatically revoked.

Your submissions and contributions

Please review this section and the "PROHIBITED ACTIVITIES" section carefully prior to using our Services to understand the (a) rights you give us and (b) obligations you have when you submit any content through the Services.

Submissions: By directly sending us any information about the Services, including feedback ("Submissions"), you agree to assign to us all intellectual property rights in such Submission. You agree that we shall own this Submission and be entitled to its unrestricted use and dissemination for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you.

Contributions: The Services may invite you to chat, contribute to, or participate in blogs, message boards, online forums, and other functionality during which you may create, submit, post, display, transmit, publish, distribute, or broadcast content and materials to us or through the Services, including but not limited to text, writings, video, audio, photographs, music, graphics, comments, reviews, rating suggestions, personal information, or other material ("Contributions"). Any Submission that is publicly posted shall also be treated as a Contribution.

When you post Contributions, you grant us a license (including use of your name, trademarks, and logos): By posting any Contributions, you grant us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to: use, copy, reproduce, distribute, sell, resell, publish, broadcast, retitle, store, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and exploit your Contributions (including, without limitation, your image, name, and voice) for any purpose, commercial, advertising, or otherwise, to prepare derivative works of, or incorporate into other works, your Contributions, and to sublicense the licenses granted in this section. Our use and distribution may occur in any media format and through any media channels. This license includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide.

You are responsible for what you post or upload: By sending us Submissions and/or posting Contributions through any part of the Services or making Contributions accessible through the Services by linking your account through the Services to any of your social networking accounts, you:

• confirm that you have read and agree with our "PROHIBITED ACTIVITIES" and will not post, send, publish, upload, or transmit through the Services any Submission nor post any Contribution that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceitful, or misleading;
• to the extent permissible by applicable law, waive any and all moral rights to any such Submission and/or Contribution;
• warrant that any such Submission and/or Contributions are original to you or that you have the necessary rights and licenses to submit such Submissions and/or Contributions and that you have full authority to grant us the above-mentioned rights in relation to your Submissions and/or Contributions; and
• warrant and represent that your Submissions and/or Contributions do not constitute confidential information.

You are solely responsible for your Submissions and/or Contributions, and we do not issue any guarantee regarding such compliance. You expressly agree to reimburse and indemnify us for any and all losses that we may suffer because of your breach of (a) this section, (b) any third party’s intellectual property rights, or (c) applicable law.

Feedback

By using the Demo, you expressly consent to be contacted by us for the purpose of gathering feedback on the Services. This consent applies regardless of your intention or decision to transition from the Demo to the Paid Version. By providing feedback, you grant us the right to use it without any obligation to compensate you.

Your decision to provide feedback does not imply any commitment or obligation to subscribe to the Paid Version. The purpose of such feedback is solely to improve and enhance the Services.

We reserve the right to contact you via email, telephone, or other communication methods provided to us. You affirm that the information provided is accurate and current.

Copyright infringement

We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately refer to the "COPYRIGHT INFRINGEMENTS" section below.

User Representations

By using the Services, you represent and warrant that (1) all registration information you submit will be true, accurate, current, and complete; (2) you will maintain the accuracy of such information and promptly update such registration information as necessary; (3) you have the legal capacity, and you agree to comply with these Terms; (4) you are not a minor in the jurisdiction in which you reside; (5) you will not access the Services through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Services for any illegal or unauthorized purpose; and (7) your use of the Services will not violate any applicable law or regulation.

If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your access to the Services and refuse any and all current or future use of the Services (or any portion thereof).

User Registration

You may be required to register to use certain parts of the Services. You agree to keep your password confidential and will be responsible for all use of your account and password. We reserve the right to remove, reclaim, or change a username you select if we determine, in our sole discretion, that such username is inappropriate, obscene, or otherwise objectionable.

To access the Demo, you must first create an account (the “Demo Account”). All information provided by you during and after the creation of your Demo Account must be true and accurate, and we retain the right to review the information through third-party service providers before granting access to the Demo.

You are responsible for all activities on and through your Demo Account. If you believe an unauthorized third party has gained access to your Demo Account, please contact us immediately at support@spektr.com.

If we have previously deactivated your Demo Account and/or denied you access to use the Demo, you may only use the Demo or create a new Demo Account with our prior written consent.

Purchases and Payment

The Demo is provided free of charge to users who register with us. At the end of the demo, the subscription will be suspended until upgraded to the Paid Version.

The Demo may provide direct access to certain third-party Services for demonstration purposes. This is not indicative of or a guarantee for similar access in the Paid Version. In a potential transition from the Demo to the Paid Version, you acknowledge that you may be required to enter into separate agreements directly with these third-party service providers separate from the agreement that you may enter with us for the Paid Version and that you may incur separate charges for such third-party Services. We bear no responsibility for the content, functionality, legality, or any aspect of third-party Services on the Demo.

Prohibited Activities

You are permitted to access and use the Services solely for the purpose of testing the Platform. Any other commercial use of the Services is strictly limited to endeavors that have received our explicit endorsement or approval in advance.

As a user of the Services, you agree not to:

• Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
• Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
• Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
• Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
• Use any information obtained from the Services in order to harass, abuse, or harm another person.
• Make improper use of our support Services or submit false reports of abuse or misconduct.
• Use the Services in a manner inconsistent with any applicable laws or regulations.
• Engage in unauthorized framing of or linking to the Services.
• Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Services.
• Engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
• Delete the copyright or other proprietary rights notice from any Content.
• Attempt to impersonate another user or person or use the username of another user.
• Interfere with, disrupt, or create an undue burden on the Services or the networks or Services connected to the Services.
• Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
• Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
• Copy or adapt the Services' code.
• Except as permitted by applicable law, decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services. Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or use or launch any unauthorized script or other software.
• Make any unauthorized use of the Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited emails, or creating user accounts by automated means or under false pretenses.
• Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavor or commercial enterprise.

User-generated Contributions

The Services may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast Contributions.

When you create or make available any Contributions, you thereby represent and warrant that (a) you are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Services, and other users of the Services to use your Contributions in any manner contemplated by the Services and these Terms, and (b) you have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Services and these Terms.

Additionally, you represent and warrant that your Contributions are not:

• false, inaccurate, or misleading.
• unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
• obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
• used to harass or threaten (in the legal sense of those terms) any other person and to promote violence against a specific person or class of people.

and does not:

• ridicule, mock, disparage, intimidate, or abuse anyone;
• violate any applicable law, regulation, or rule, the privacy or publicity rights of any third party;
• contain offensive material connected to race, national origin, gender, sexual preference, or physical handicap;
• otherwise violate, or link to material that violates, any provision of these Terms or any applicable law or regulation.

The Demo is designed to operate solely with the provided mock or synthetic data. This limitation is in place to simplify the demo experience, avoid data privacy concerns, and prevent potential misuse of the Demo. Users are, therefore, not permitted to upload, input, or ingest their own data into the Demo.

Any use of the Services in violation of the foregoing PROHIBITED ACTIVITIES violates these Terms and may result in, among other things, suspension or termination of your access to the Services. In the event of a breach of the above in connection with the access and use of the Demo, we reserve the right to remove content or information and deactivate your Demo Account with immediate effect.

Contribution License

By posting your Contributions to any part of the Services, you automatically grant, and you represent and warrant that you have the right to grant, to us an unrestricted, unlimited, irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide right, and license to host, use, copy, reproduce, disclose, sell, resell, publish, broadcast, retitle, archive, store, cache, publicly perform, publicly display, reformat, translate, transmit, excerpt (in whole or in part), and distribute such Contributions (including, without limitation, your image and voice) for any purpose, commercial, advertising, or otherwise, and to prepare derivative works of, or incorporate into other works, such Contributions, and grant and authorize sublicenses of the foregoing. The use and distribution may occur in any media format and through any media channels.

This license will apply to any form, media, or technology now known or hereafter developed and includes our use of your name, company name, and franchise name, as applicable, and any of the trademarks, service marks, trade names, logos, and personal and commercial images you provide. You waive all moral rights in your Contributions, and you warrant that moral rights have not otherwise been asserted in your Contributions.

We do not assert any ownership over your Contributions. You retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions. We are not liable for any statements or representations in your Contributions provided by you in any area of the Services. You are solely responsible for your Contributions to the Services, and you expressly agree to exonerate us from all responsibility and refrain from taking any legal action against us regarding your Contributions.

We have the right, in our sole and absolute discretion, to (1) edit, redact, or otherwise change any Contributions, (2) re-categorize any Contributions to place them in more appropriate locations on the Services, and (3) pre-screen or delete any Contributions at any time and for any reason, without notice. We have no obligation to monitor your Contributions.

Third-party Websites, content, and Advertisers

The Services may contain (or you may be sent via the Site) links to other websites ("Third-Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties ("Third-Party Content").

Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Services and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Services or relating to any applications you use or install from the Services.

We may allow advertisers to display advertisements and other information in certain areas of the Services, such as sidebar advertisements, banner advertisements or advertisements within the Demo user interface. Our relationship with third-party service providers may extend beyond providing the space to place such advertisements. This includes the possibility of affiliate partnerships and other collaborative relationships, all subject to specific agreements and terms.

Services Management

We reserve the right, but not the obligation, to (1) monitor the Services for violations of these Terms, (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities, (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions or any portion thereof, (4) in our sole discretion and without limitation, notice, or liability, to remove from the Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems, and (5) otherwise manage the Services in a manner designed to protect our rights and property and to facilitate proper functioning.

Data Protection and Privacy

We care about data privacy and security. Please see our Privacy Policy for further information on how we process personal data: Privacy Policy.

By using the Services, you agree to our Privacy Policy, which is incorporated into these Terms.

To provide the Demo and register your Demo Account, we will process your personal data as a data controller in accordance with the abovementioned Privacy Policy and any consent(s) you may have provided during sign-up for a Demo Account.

Please be advised the Demo is hosted in Sweden. If you access the Demo from any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in Sweden, then through your continued use of the Services, you are transferring your data to Sweden, and you expressly consent to have your data transferred to and processed in Sweden.

In addition to personal data, we may collect certain non-personal data that you transmit to the Services, including data relating to your use of the Services, for the purpose of managing the performance of and improving the Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

Copyright infringements

We respect the intellectual property rights of others. If you believe that any material available on or through the Services infringes upon any copyright you own or control, please immediately notify us using the contact information provided below (a "Notification"). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification.

Please be advised that pursuant to applicable law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Services infringes your copyright, you should consider first contacting an attorney.

Term and Termination

These Terms shall remain in full force and effect while you use the Services. Without limiting any other provision of these Terms, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the Services (including blocking certain IP addresses) to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these Terms or of any applicable law or regulation.

We may terminate your use or participation in the Services or delete your Demo Account and any content or information that you posted at any time, without warning, in our sole discretion.

If we terminate or suspend your Demo Account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your Demo Account, we reserve the right to take appropriate legal action, including, without limitation, pursuing civil, criminal, and injunctive redress.

Access to the Demo is provided on a temporary basis of 14 Calendar Days starting from the date of your Demo Account being created (the “Demo Period”). Upon expiry of the Demo Period, your access will automatically cease, and you will be required to obtain the Paid Version to access the Platform.

If you are unsatisfied with our Services, please email us at support@spektr.com.

Modifications and Interruptions

We reserve the right to change, modify, or remove the contents of the Services at any time or for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Services. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Services.

We cannot guarantee the Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Services at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Services during any downtime or discontinuance of the Services. Nothing in these Terms will be construed to obligate us to maintain and support the Services or to supply any corrections, updates, or releases in connection therewith.

Corrections

There may be information on the Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Services at any time without prior notice.

Disclaimer

The Services are provided on an AS-IS and as-available basis. You agree that your use of the Services will be at your sole risk. To the fullest extent permitted by law, we disclaim all warranties, express or implied, in connection with the Services and your use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. We make no warranties or representations about the accuracy or completeness of the Services' content or the content of any websites or mobile applications linked to the Services, and we will assume no liability or responsibility for any (1) errors, mistakes, or inaccuracies of content and materials, (2) personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the Services, (3) any unauthorized access to or use of our secure servers and/or any and all personal information and/or financial information stored therein, (4) any interruption or cessation of transmission to or from the Services, (5) any bugs, viruses, trojan horses, or the like which may be transmitted to or through the Services by any third party, and/or (6) any errors or omissions in any content and materials or for any loss or damage of any kind incurred as a result of the use of any content posted, transmitted, or otherwise made available via the Services. We do not warrant, endorse, guarantee, or assume responsibility for any product or service advertised or offered by a third party through the Services, any hyperlinked website, or any website or mobile application featured in any banner or other advertising, and we will not be a party to or in any way be responsible for monitoring any transaction between you and any third-party providers of products or Services. As with the purchase of a product or service through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.

The information we provide on the Site and Demo is for general information and exploratory purposes only. All information on the Site and Demo is provided in good faith. We make no representation or warranty of any kind, express or implied, regarding the accuracy, adequacy, validity, reliability, availability, or completeness of any information on the Site or Demo.

UNDER NO CIRCUMSTANCE SHALL WE HAVE ANY LIABILITY TO YOU FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF THE SITE OR DEMO OR RELIANCE ON ANY INFORMATION PROVIDED ON THE SAME. YOUR USE OF THE SITE OR DEMO AND YOUR RELIANCE ON ANY INFORMATION PROVIDED HERE ARE SOLELY AT YOUR OWN RISK.

The above disclaimer applies to any damages, liability, or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.

Exclusion and Limitations of Liability

In no event will we or our directors, employees, or agents be liable to you or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other damages arising from your use of the Services, even if we have been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, our liability to you for any cause whatsoever and regardless of the form of the action, will at all times be limited to the lesser of (1) the amount paid by you to us during the six (6) month period prior to any cause of action arising or (2) EUR 10,000 (ten thousand). Certain US state laws and international laws do not allow limitations on implied warranties or the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above disclaimers or limitations may not apply to you, and you may have additional rights.

Indemnification

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of (1) your Contributions, (2) use of the Services, (3) breach of these Terms, (4) any breach of your representations and warranties set forth in these Terms, (5) your violation of the rights of a third party, including but not limited to intellectual property rights, or (6) any overt harmful act toward any other user of the Services with whom you connected via the Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding that is subject to this indemnification upon becoming aware of it.

Electronic Communications, Transactions and Signatures

Visiting the Services, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email, and on the Services satisfy any legal requirement that such communication be in writing. YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICES. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction that require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

Miscellaneous

These Terms and any policies or operating rules posted by us on the Services or in respect to the Services constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. These Terms operate to the fullest extent permissible by law. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. If any provision or part of a provision of these Terms is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Services. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the parties hereto to execute these Terms.

Violation of these Terms

We may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or to identify, contact or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) spektr’s rights or property, or the rights or property of visitors to or users of the Site, including spektr’s customers. We reserve the right at all times to disclose any information that we deem necessary to comply with any applicable law, regulation, legal process, or governmental request. We also may disclose your information if we determine that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes.

You acknowledge and agree that spektr may preserve any transmittal or communication by you with spektr through the Site or any service offered on or through the Site, including the Demo, and may also disclose such data if required to do so by law or spektr determines that such preservation or disclosure is reasonably necessary to (1) comply with legal process, (2) enforce these Terms, (3) respond to claims that any such data violates the rights of others, or (4) protect the rights, property or personal safety of spektr, its employees, users of or visitors to the Site, and the public.

You agree that spektr may, in its sole discretion and without prior notice, terminate your access to the Site and/or block your future access to the Site if we determine that you have violated these Terms or other agreements or guidelines which may be associated with your use of the Site. You also agree that any violation by you of these Terms will constitute an unlawful and unfair business practice, and will cause irreparable harm to spektr, for which monetary damages would be inadequate, and you consent to spektr obtaining any injunctive or equitable relief that spektr deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies spektr may have at law or in equity, including these Terms.

You agree that spektr may, in its sole discretion and without prior notice, terminate your access to the Site, for cause, which includes (but is not limited to) (1) requests by law enforcement or other government agencies, (2) a request by you (self-initiated account deletions), (3) discontinuance or material modification of the Site or any service offered on or through the Site, or (4) unexpected technical issues or problems.

If spektr does take any legal action against you as a result of your violation of these Terms, spektr will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to spektr. You agree that spektr will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Terms.

Dispute resolution

Informal Negotiations

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each a "Dispute" and collectively, the "Disputes") brought by either you or us (individually, a "Party" and collectively, the "Parties"), the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

Binding Arbitration

Any dispute arising from the relationships between the Parties to these Terms shall be determined by one arbitrator who will be chosen in accordance with the Arbitration and Internal Rules of the European Court of Arbitration being part of the European Centre of Arbitration having its seat in Strasbourg, and which are in force at the time the application for arbitration is filed, and of which adoption of this clause constitutes acceptance. The seat of arbitration shall be Copenhagen, Denmark. The language of the proceedings shall be English. Applicable rules of substantive law shall be the law of Denmark.

Restrictions

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Informal Negotiations and Binding Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning informal negotiations binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Governing law

These Terms are governed by and interpreted following the laws of Denmark, and the use of the United Nations Convention of Contracts for the International Sales of Goods is expressly excluded.

Changes

We aim to keep the Services and Demo reflective of our latest product offerings but are under no obligation to update the Demo and/or associated material, and we reserve the right to withdraw and implement changes as we see fit without notice and reason, including adding or removing features.

We may amend our Terms at any time, including our Privacy Policy. Any continued use of the Demo will be subject to the changes. If the amendments are unacceptable to you, your only remedy will be to delete your Demo Account.

These Terms were last updated on 16 Februrary 2023.