Terms &

Last updated December 2nd, 2019

1. Start of contract

MONTEM A/S, CVR/VAT no. 37650609, Karen Blixens Boulevard 7, 8220 Brabrand (hereafter MONTEM) makes a number of software and hardware services (hereafter collectively the “Product”) available to customers (“the Customer”) who wish to use the product. For each product a startup fee and a subscription is required for continuous use - prices are stated when ordering the product.

These subscription terms (hereinafter the "Terms") apply between MONTEM and the Customer.

The Terms are accepted through (i) use of data generated by the Product or (ii) consent in connection with creation as a user or (iii) otherwise announcing acceptance thereof. If you cannot accept the Terms, you must immediately stop using the Product.

2. Duration

The subscription will take effect from order - or the later date agreed in writing - and will run until terminated in accordance with the Terms.

If the subscription is terminated by customer or other ways terminated, the Customer is obliged to the hardware to MONTEM in accordance with 10.2.

3. Pricing and changes

The current subscription prices for the products will appear on the order and will be available on www.montem.io and www.cityflow.live. For some products there may be a startup fee. All prices quoted are excl. VAT.

MONTEM may change prices and other subscription terms, including content, functionality, etc. with one month's notice to the start of a calendar month.

MONTEM works continuously to improve the Product and the services that are made available to the Customer. Updates or changes to the product may be made without prior notice.

Continuous use of the Product after a change in Terms indicates an accept of such changed Terms. It is the duty of the Customer to continuously stay updated regarding changed Terms, which are made available on CityFlow’s website.

By updating the Product or changing terms that significantly affect the functionality of the Product, or changing the subscription prices, the Customer may, until the start of a new Subscription Period, cancel the Subscription with a shortened notice of one month to the end of a calendar month.

4. Payment terms

Invoices and other communications with the Customer are sent to the email registered by the Customer. It is up to the Customer at all times to update the Customer's contact information and ensure that they are correct.

Payment terms are continuous 30 days. In case of late payment, a reminder is sent and interest is imposed according to the rules of the Interest Act and reminder fee of 10 EUR.

If payment is still not received within 14 days of the first reminder, Customer's access to the Product and all services will be blocked. Access to the Product will only be reopened once all arrears, including interest and costs, have been paid. MONTEM reserves the right to demand prepayment after blocking access to the Product.

5. Subscription

Under the terms set out in the Terms, MONTEM grants the Customer a non-exclusive and limited access to use the Product that is made available online as a software-as-a-service. Access to the Product is subject to the Customer's ongoing payment of the subscription. The Customer does not acquire any rights to the Product or any part thereof, and the use of the Product may only be for its own use for the customer's business or organization, unless otherwise agreed.

The customer can purchase additional subscription solutions. Some solutions / services may be associated with individual terms that must be accepted when purchasing such services. These separate terms take precedence over these Terms.

MONTEM will provide hardware to the Customer during the subscription period, as part of the subscription. As part of the subscription, the customer has an exclusive right to use the specific Hardware. The hardware belongs to MONTEM and the customer acquires a right of use for the hardware as part of the subscription.

6. Customer use of the product

The Customer is not entitled to grant access to the Product to any third party if that third party is unauthorized to the Customer's operation, unless otherwise agreed. Customer warrants and is responsible for any (mis) use of its login information.

To the extent that the Subscription contains a number of different accounts, the Customer is only entitled to create accounts for third parties working directly with the Customer's operations.

Customer is not entitled to assign its rights under the Terms to any third party, in whole or in part.

The product may only be used for the intended purpose.

7. Data

The customer owns and is free to dispose of his/her own data which is entered in the Product. MONTEM does not guarantee that the Customer can export its data at the end of the subscription.

Analyzes and raw data collected by hardware etc. delivered to the Customer is owned by MONTEM and made available to the Customer using the Product.

MONTEM is at all times entitled to use the Customer's data, in anonymized form, for the purpose of improving the Product and to use the data for statistics and analysis purposes, including the sale of anonymised statistics and data to third parties.

MONTEM is entitled to use subcontractors in connection with the operation, development or updating of the Product, including for storing the Customer's data.

8. Data security

MONTEM has taken reasonable and usual technical and organizational safeguards against accidentally or illegally destroying, forfeiting or impairing the Customer's data in the Application and against the fact that they come to unauthorized knowledge or otherwise are misused.

9. Uptime

MONTEM aims for an uptime of the Product of at least 98%, but does not guarantee this. The Product is delivered as it is and exists and MONTEM disclaims any responsibility for the Product Stability. Reservations are also made for lost or slow data connection to the hardware, as damage or defects to the hardware or connection itself may be unstable or interrupted.

Scheduled interruptions, including maintenance and updates, will preferably be placed during the period from 00:00 to 04:00 CET. In the event of interruptions outside this period, MONTEM will endeavor to give advance notice of this at least 24 hours' notice.

Notwithstanding clause 9.2 can MONTEM with very short time, eg. for security reasons, may need to interrupt access to the Product or certain features due to required updates, etc. of the Product and / or MONTEM's operating environment to avoid loss and damage. MONTEM will, as far as possible, inform this on the MONTEM and CityFlow website, including the expected duration of the maintenance.

10. Hardware

MONTEM owns all the hardware that is part of the Product.

Hardware is delivered to the Customer at the agreed address. The cost of transport to the Customer is borne by the Customer, unless in relation to service/updates. Costs for possible transport of hardware from the Customer to MONTEM eg. in connection with updating, repairing or replacing hardware is held by the Customer, regardless of the reason for the return. Unless otherwise agreed in writing, Hardware is sent to MONTEM's head office address. The return of the hardware is at the Customer's risk and the hardware must be packaged properly.

Some types of hardware such as batteries and special sensors have a limited service life. MONTEM is responsible for determining when the hardware needs servicing or updating to ensure the desired function. MONTEM sends a message to the Customer either by mail or in the Application, when the hardware the Customer has in connection with the Product needs service or update. Customer is responsible for sending hardware to MONTEM. Once MONTEM has received the hardware, MONTEM sends hardware for replacement. Shipping is in accordance with 10.2.

In the event of hardware being destroyed during normal use, the Customer must report this to MONTEM. Customer must then return hardware to MONTEM for replacement in accordance with 10.3.

In the event that hardware is destroyed by sudden damage, e.g. weather, vandalism or theft, the Customer is required to pay a new startup fee related to the hardware at the prevailing prices at that time. In repeated cases, MONTEM reserves the right to cancel the subscription without notice. In case of damage due to the Customer's circumstances, e.g. If the customer fails to comply with the guidelines, MONTEM is entitled to invoice a new start-up fee for the product related to the hardware. Then MONTEM sends new hardware to the Customer.

The customer is obliged to treat the hardware properly, only to use it for its purpose and together with the Product as well as the obligation to maintain the hardware according to the description that accompanies the hardware or may later be sent by MONTEM.

MONTEM does not provide any on-site service. The customer is responsible for setting up, removing and debugging using the descriptions that came with the hardware or MONTEM's later updates and guidelines. On-site troubleshooting is therefore carried out by the Customer, and if necessary, the Customer must take down, package and return the hardware to MONTEM.

11. Intellectual property rights

The application and the information / analysis that can be accessed through the Product and all databases of collected data are protected by copyright law and other intellectual property rights and belong to unrestricted MONTEM or its affiliates, and the Customer does not acquire any intellectual property rights to the Product or underlying information, analyzes, databases. etc., but only a limited use right in accordance with these Terms.

The Customer is obliged to inform MONTEM of any infringement of MONTEM's intellectual property rights that the Customer is aware of.

12. Transfer of rights and obligations

MONTEM may assign its rights and obligations under the Terms to third parties without prior consent.

Customer may not assign its subscription and / or rights and obligations under the Terms to third parties.

13. Disclaimer

MONTEM posses the product alone, incl. hardware and the service / analysis / data contained therein as it is and exists and does not guarantee that the data is 100% accurate or correct. It is only a tool. The Customer is responsible for the conclusions and actions it takes on the basis of such data, as the data alone can form the basis for conclusions or actions based on the Customer's own interpretation thereof.

MONTEM disclaims any responsibility in relation to the use of the Product, including any loss of operation, loss of production, consequential or other indirect loss, loss of data, or other losses arising from the Customer's use of the available analyzes / recommendations / data.

MONTEM also disclaims any liability in relation to the use of the Product in connection with claims and insurance cases, where the Product and the services / data contained herein are used as evidence.

Regardless of the nature of the loss or the basis of liability, MONTEM's total liability cannot exceed the Customer's subscription payments to MONTEM for 12 months prior to the occurrence of the liability event.

The above disclaimer and restrictions also apply to any product liability, unless mandatory legal rules preclude such disclaimers and restrictions. The restrictions do not apply to the extent that MONTEM may have acted grossly negligent or intentional.

14. Confidentiality

MONTEM is required to maintain confidentiality of any information it may have about the Customer, unless such information is publicly available, or MONTEM is required to disclose the information in accordance with law or by order of a court.

15. Subscription duration and termination

The subscription period is 1 month and if the subscription has not been canceled beforehand, cf. 15.2 the subscription is automatically renewed with a new subscription period. A longer subscription period or longer bond period may be agreed between the parties for the first period.

The Customer may, upon contacting Customer Service, cancel or change the subscription with notice to the end of a subscription period. MONTEM can cancel the subscription with 3 months notice until the end of a subscription period.

In the event of a party's material breach of the Terms, the other party may cancel all subscriptions if the defaulting party has not remedied the breach within 14 days of the demand by the other party.

16. Law choice and venue

The terms and conditions of the parties are otherwise governed by Danish law and any dispute arising from the parties' cooperation, including the Terms or the use of the Products, must be brought before the district court at MONTEM's registered office.

17. Communication

MONTEM reserves the right to send service messages regarding the Product and the selected products per. e-mail to the Customer, e.g. when updates come to the Product.

The terms and conditions are version 1.2 and are valid from 2-12-2019.