This agreement (hereafter “Agreement”) governs the license granted to you (hereafter “Licensee” or “You”) by GLOBAL SCANNING DENMARK A/S (hereafter “Global Scanning”) to use the rainforest365 services (hereafter “Services”) and sets out the terms for Your use of the Services.
1. DEFINITIONS AND INTERPRETATION
- In the Agreement, the following words and expressions have the meanings stated below, unless the context requires otherwise.
|Device Data||has the meaning set out in clause 8 of the Agreement|
|Document Data||has the meaning set out in clause 8 of the Agreement|
|Feedback||has the meaning set out in clause 9 of the Agreement|
|Global Scanning||Global Scanning Denmark A/S|
CVR no. 12759282
|Global Scanning Product||has the meaning set out in clause 9 of the Agreement|
|Global Scanning Scanner||scanner manufactured by Global Scanning Denmark A/S or Global Scanning UK Ltd.|
|Licensee or You||the person or entity entering into this Agreement which is not Global Scanning|
|Services||the rainforest365 services in beta version as described in clause 2 of the Agreement|
2. Words in the singular include the plural and vice versa.
2. rainforest365 SERVICES
- GLOBAL SCANNING DENMARK A/S (“Global Scanning”) has developed rainforest365 services consisting of a proprietary cloud based software services platform (rainforest365 Cloud) and associated application (rainforest365 app), Windows PC client tool (rainforest365 client) and Windows Printer Driver (rainforest365 printer driver) for the possibility of storing; collaborating and sharing images through an internet cloud platform.
- rainforest365 cloud enables storing; collaborating and sharing images created with the rainforest365 app, uploaded through the rainforest365 client or printed using the rainforest365 printer driver.
- rainforest365 app enables connecting a handheld device via the Internet to the Global Scanning’ proprietary cloud based software services for controlling a wide format scanner; capturing images with the device camera and processing and sending images to the rainforest365 cloud repository.
- rainforest365 client enables connecting a personal computer via the Internet to the rainforest365 cloud for uploading of images to the rainforest365 cloud repository.
- rainforest365 printer driver enables printing via the Internet to the rainforest365 cloud for uploading of images to the rainforest365 cloud repository.
- Licensee is the owner or operator of a Global Scanning Scanner and wishes to use the Services and Global Scanning agrees to grant Licensee access to use the Services under the Agreement.
3. BINDING AGREEMENT
- Licensee is accepting the Agreement either by personally or through an authorized representative (i) signing the Agreement, (ii) clicking the accept box during review of an electronic version of the Agreement (iii) confirming by email or otherwise that the Agreement applies or (iv) enabling and using the Services from the Global Scanning Scanner, rainforest365 Cloud, rainforest365 app, rainforest365 client or rainforest365 printer driver. If you are accepting the Agreement on behalf of Licensee, you represent and warrant that you are duly authorized to bind Licensee.
- READ THE TERMS AND CONDITIONS OF THE AGREEMENT CAREFULLY BEFORE USING ANY OF THE SERVICES. THE SERVICES AND RELATED DOCUMENTATION IS COPYRIGHTED AND IT IS LICENSED TO YOU UNDER THE AGREEMENT TO THE EXTENT EXPLICITLY STATED IN THE AGREEMENT. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THE AGREEMENT. IF YOU ARE NOT WILLING TO BE BOUND BY THE TERMS OF THE AGREEMENT, INCLUDING ANY SUBSEQUENT AMENDMENT, DO NOT USE THE SERVICES. THE AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH GLOBAL SCANNING RELATING TO THE SERVICES.
- Global Scanning may change the Agreement from time to time upon written notice to You by email or otherwise and shall be deemed applicable 30 days after the sending of such notice. If you cannot accept the changes, please stop using the Services.
4. USE OF SERVICE AND GRANT OF LICENSE
- Subject to the terms and conditions of the Agreement, Global Scanning hereby grants to You a non-exclusive, non-transferable, revocable license (without the right to sublicense) (i) to use the Services in accordance with the documentation solely for Your internal business use for the purposes of testing and evaluation the Services for normal business purposes. You are responsible and liable for any person’s use of the Services in connection with your Global Scanning Scanner and You shall ensure that only persons authorized to use the Global Scanning Scanner on your behalf (“Users”) use the Services.
- The Services are provided by Global Scanning from a public cloud hosted by a third party hosting provider, currently Google Inc. and its affiliates. Licensee accepts to be subject to the relevant user terms from Global Scanning’s third party hosting provider as currently defined in:
- Google Cloud Platform’s Acceptable Use Policy, which can be found here: Use Policy
- Should Global Scanning change hosting provider, Global Scanning will notify Licensee with due notice of such change and allow Licensee to opt-out of the Agreement insofar Licensee cannot accept the user terms of Global Scanning’s new hosting provider.
5. RESTRICTIONS ON GRANT
- Except as otherwise specifically permitted in the Agreement, You may not: (a) modify or create any derivative works of any service or documentation, including translation or localization; (b) copy the Services except as provided in the Agreement or elsewhere by Global Scanning; (c) separate the Services, which is licensed as a single service, into its component parts. (d) sublicense; (e) reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any software product of the Services (except to the extent applicable laws specifically prohibit such restriction); (f) redistribute, encumber, sell, rent, lease, sublicense or otherwise transfer rights to the Services. You may NOT transfer Services under any circumstances; (g) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the product(s); (h) publish any results of benchmark tests run on any service to a third party without Global Scanning’s prior written consent. Any use of the Services outside the license specifically granted by Global Scanning constitutes an infringement of Global Scanning’s intellectual property rights and is a material breach of the Agreement.
- You agree that, unless otherwise specifically provided herein or agreed by Global Scanning in writing, the Services and related documentation, including the specific design and structure of individual programs, provided to You by Global Scanning constitute confidential proprietary information of Global Scanning. You agree not to transfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of Global Scanning. You agree to implement reasonable security measures to protect such confidential information, but without limitation to the foregoing, You shall use best efforts to maintain the security of the Services provided to you by Global Scanning. You will use your best efforts to cooperate with and assist Global Scanning in identifying and preventing any unauthorized use, copying, or disclosure of the Services and related documentation, or any portion thereof.
7. DATA PROCESSING AND SECURITY
- As a part of Global Scanning’s provision of the Services, Global Scanning will detect and register non-personal technical information about the Global Scanning Scanner and the handheld device used to access the Services (“Device Data”). Global Scanning only processes Device Data relevant and necessary for providing the Services, including maintenance and support. By entering into the Agreement, You agree that Device Data collected during the term of the Agreement may be processed by Global Scanning and its partners both during and after the term of the Agreement. Global Scanning will process document data generated during the scanning process (“Document Data”) only for the purposes of providing the functionalities of the Services, including maintenance and support. Global Scanning will only store Document Data for the time necessary for the purpose of generating and sending the scanned image to the destination indicated by the user, and You agree that You are solely responsible for taking adequate measure to prevent loss of data related to the scanned documents. You acknowledge and agree that the Services are provided by Global Scanning from a public cloud hosted by a third party hosting provider, currently, Google Inc. and its affiliates. More information regarding the current security processes may be found here: Google Security Model. Global Scanning may change its third party hosting provider at any time upon written notice to You. To the extent You scan documents containing personal data using the Services, Global Scanning is a data processor and You are the data controller in respect of the personal data under the applicable legislation concerning processing of personal data in connection with the provision of the Services. Consequently, it is agreed that in relation to data processing Global Scanning shall act solely on Your instructions. Global Scanning shall take the necessary technical and organizational security measures in order to prevent accidental or unlawful destruction, loss or deterioration of data and to prevent unauthorized disclosure, misuse or other processing of such data, provided, however, that Global Scanning shall not be obliged to take measures which would require changes to the technical or contractual set-up with the third party hosting provider. Document Data will NOT be stored after the scanned image has been deleted and You are responsible for taking appropriate security measures to prevent loss of data. You acknowledge and agree that your data may be processed in any part of the world where the third party hosting provider contracted by Global Scanning has servers, and that data is transmitted unencrypted over public Internet infrastructure. Prior to uploading documents containing personal data using the Services, You will ensure that such intended use of the Services comply with all relevant laws and regulations, including those related to processing of personal data. Global Scanning shall not be obliged to change the Services to meet Your specific requirements. You acknowledge and agree that You are responsible for ensuring the security of the handheld device and data connection used to access the Services.
- It is expressly understood, acknowledged and agreed that You may, upon request, provide to Global Scanning reasonable suggestions, comments and feedback regarding the Services, including but not limited to usability, bug reports and test results, with respect to Services testing (collectively, “Feedback”). When You provide Feedback to Global Scanning, You grant Global Scanning the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights: (i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any Global Scanning product, technology, service, specification or other documentation (individually and collectively, “Global Scanning Products”); (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any Global Scanning Product; (iii) solely with respect to Licensee’s copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and (iv) to sublicense to third parties any claims of any patents owned or licensable by Licensee that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the Feedback or portion thereof incorporated into a Global Scanning Product, technology or service. Further, you warrant that your Feedback is not subject to any license terms that would purport to require Global Scanning to comply with any additional obligations with respect to any Global Scanning Products that incorporate any Feedback.
- Global Scanning is under no obligation to provide technical support under the terms of the Agreement but may offer to do so at its own discretion. Global Scanning provides no assurance that any specific errors or discrepancies in the Services will be corrected.
10. OWNERSHIP OF rainforest365
- Title to the Services remains with Global Scanning and/or its suppliers. Licensee agrees to prevent any unauthorized copying of the Services. Except as expressly provided herein, Global Scanning does not grant any express or implied right to you under Global Scanning patents, copyrights, trademarks, or trade secret information.
11. TERM OF AGREEMENT
- Your rights with respect to the Services will terminate upon the earlier of (a) the initial commercial release by Global Scanning of a generally available version of the Services, or (b) either party terminating the Agreement at any time for any reason or no reason by providing the other party advance written notice thereof. Upon any expiration or termination of the Agreement, the rights and licenses granted to You under the Agreement shall immediately terminate, and You shall immediately cease using the Services. Provisions in the Agreement relating to obligations which have accrued or explicitly or by implication have application beyond the term of the Agreement and any provision required to interpret and enforce the parties’ rights and obligations under the Agreement to the extent required for the full observation and performance of the Agreement shall survive any termination or expiration of the Agreement
- THE SERVICE AND DOCUMENTATION ARE LICENSED “AS IS”, AND GLOBAL SCANNING DISCLAIMS ANY AND ALL WARRANTIES AND LIABILITY FOR ANY DAMAGES RESULTING FROM THE USE OF THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, GLOBAL SCANNING EXPRESSLY DOES NOT WARRANTS THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SERVICE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE SERVICE. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SERVICE.
- For the avoidance of doubt, it is stated expressly that Global Scanning will not be liable for any lost data. Global Scanning highly encourages You to keep updated backup copies of all Your data.
- Provision of any service under the Agreement is experimental and shall not create any obligation for Global Scanning to continue to develop, productize, support, repair, offer for sale or in any other way continue to provide or develop the rainforest365 services either to Licensee or to any other party.
- Nothing in the Agreement shall be construed to limit Global Scanning’s liability under the mandatory provisions of applicable product liability laws, including the Danish Products Liability Act (produktansvarsloven). Any product liability is, however, disclaimed to the furthest extent possible according to applicable law
- You will indemnify Global Scanning for any third party claims against Global Scanning arising out of or connected to the provision of Services to You to the extent such claims are based on circumstances for which Global Scanning is not responsible under the Agreement.
14. FORCE MAJEURE AND OTHER EVENTS OUTSIDE GLOBAL SCANNING’S CONTROL
- Global Scanning will not be liable for any failure to perform its obligations due to reasons beyond Global Scanning’ immediate, internal control, including e.g. – depending on the circumstances – defects or breakdowns of telecommunications networks or lines, server or computer breakdowns (e.g. due to virus or hacker attacks), disruptions of electricity supply, public authority prohibition or enforcement notices, strikes and lockouts, acts of terrorism, wars, civil wars, riots, natural disasters, unusually severe weather, nuclear accidents, epidemics, pandemic diseases, fires, floods, storms, sabotage, criminal damage, failure to grant a license or necessary permission, delay of a subcontractor or supplier in furnishing materials, products or services, and similar events, whether these conditions make Global Scanning’s performance impossible or unreasonably difficult.
15. ENTIRE AGREEMENT
- The Agreement constitutes the complete and exclusive agreement between You and Global Scanning with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein.
16. GOVERNING LAW AND DISPUTES
- The Agreement is governed by and will be interpreted in accordance with Danish law, excluding its conflict of laws rules. The United Nations’ Convention on the International Sale of Goods shall not apply. Any dispute arising out of the Agreement, including any dispute concerning the existence or validity of the Agreement, will be brought before the Danish courts at Global Scanning’s home court. Notwithstanding the foregoing, Global Scanning may, however, bring proceedings against Licensee at Licensee’s home court.