RequestManager User License Agreement

BY ACCESSING OR USING RequestManager, OR ATTEMPTING TO DO ANY OF THESE, YOU HAVE ACCEPTED THESE TERMS. IF YOU DO NOT INTEND TO ACCEPT THEM, YOU HAVE NO RIGHT TO (AND MUST NOT) ACCESS OR USE RequestManager.

Thank you for using our Service. The following “User Licence Agreement” governs your use of the software and services provided by SafeOnline ApS (“Safe Online”) and its solution known as RequestManager (“Service”/”Services”), formerly known as ID Link, provided by SafeOnline ApS and located at Nørrebrogade 47, 1, 2200 Copenhagen N, Denmark, Company registration (VAT): DK38589962.

This is a legal agreement between you and SafeOnline and incorporates the “RequestManager Privacy Policy” at https://helpcenter.bysafeonline.com/article/40-requestmanager-privacy-policy. By clicking “I Accept”, or otherwise using RequestManager you are accepting to be bound to the terms of this User Licence Agreement.

1. Definitions

1. 1. “Internal System User” means an individual with authorized access to the Services provided by Safe Online. The term shall also include any present or former agent, representative, independent contractor, employee, agent, attorney, and any entity or person who has the authority to act on your behalf.
   2. “Data Requester/Receiver” means an individual who is using Data Requester/Receiver-facing features of the Service. The term shall also include any present or former agent, representative, independent contractor, employee, agent, attorney, and any entity or person who has the authority to act on a Data Requester/Receiver’s behalf.
   3. “Service” means the hosted, on-demand service product description found at https://bysafeonline.com/privacyhub/request-manager/, including upgrades and updates thereto made generally available by Safe Online to its customers.
   4. “Content” means any type of data uploaded, transferred, transmitted, or in any way processed by the Service. Content is also referred to as SafeData in the RequestManager Privacy Policy.
   5. “Agreement” shall cover this entire “User Licence Agreement” and incorporates it by reference to the RequestManager Privacy Policy.
   6. “Authorised Account” means an Internal System User’s account for which the Internal System User has paid in full the Payment as outlined in the Agreement. If an Internal System User payment has expired or exceeded the limits as outlined in the Payment, then the account is not considered an Authorised Account.

2. Internal System User’s Use of the Service

1. 1. The Internal System User is granted a personal, non-exclusive, non-transferable, non-assignable, limited license to access and use the Service. This license is granted for the sole purpose of giving the Internal System User access to the Service as described in this User Licence Agreement.
   2. Safe Online does not review or pre-screen Content that is transferred using the Service. Safe Online claims no intellectual property rights to the Content uploaded or transferred using the Service.
   3.  The Internal System User agrees not to reproduce, duplicate, copy, sell or resell access to the Service, use of the Service, or any other exploitation of the access to the Service, without Safe Online’s written permission.
   4. The Internal System User agrees not to modify, tamper with, change, reverse engineer or in any other way alter the Service for any reason. The Internal System User also agrees not to create websites, applications, or services so as to falsely imply that it is associated with the Service, RequestManager or SafeOnline.
   5. The Internal System User agrees to not knowingly add Content to the Service that violates any intellectual property rights or that may infringe copyrights. The Internal System User also agrees to not add any Content or use the Service in any manner which is unlawful or in violation of the terms of this Agreement.
   6. The Internal System User agrees that, with the exception of the granted non-exclusive right to the Service, all ownership, intellectual property, branding, licensing, and other rights that are associated with and in the Service belong to Safe Online.
   7. The Internal System User agrees to process all Content in compliance with the General Data Protection Regulation (“GDPR”) and agrees to notify Safe Online without delay of any breaches, irregularities or other incidents that have or could compromise the Content or any other personal data that is being processed by the Service.
   8. Safe Online reserves the right to modify, update, change, discontinue, add or restructure any feature associated with the Service with or without notice at any time, with the exception of changes that materially change or reduce the functionality of the Service, in which case Safe Online shall provide the Internal System User with a 30-day notice. Any use of the Service after any of the aforementioned scenarios constitutes an Internal System User’s acceptance of the Service in its subsequent version.
   9. Safe Online reserves the right to temporarily suspend or withdraw access to the Service for operational purposes related to, but not limited to, repairs, updates, and maintenance, and will endeavor to provide the Internal System User with no less than 48 hours notice prior to any such suspension. Notification of the suspension will be provided to the Internal System User in the method deemed appropriate by Safe Online. Further, Safe Online shall endeavor to confine operational changes that materially affect the Internal System User’s use of the Service to planned and scheduled standards, so as to limit disruption of the Internal System User’s use of the Service. However, Safe Online reserves the right to temporarily suspend or withdraw access to the Service with or without notice at any time to complete necessary repairs, updates, maintenance, or other matters of urgency. In the event of an unexpected suspension or withdrawal of access, Safe Online will without undue delay notify the Internal System User hereof in the method deemed appropriate by Safe Online.

3. Internal System Users Access to the Service

1. 1. The Internal System User is only permitted access to and use of the Service if the Internal System User has registered an Authorised Account. When creating an Authorised Account the Internal System User is required to provide Safe Online with a valid email address, full name, and other required information as deemed reasonable by Safe Online.
   2. When creating an Authorised Account, the Internal System User will be provided a unique identifier to access the Service (“Username”). Username is a personal and non-transferrable identifier granting access exclusively for the Internal System User to the Service.
   3. Any access to and use of the Service via Application Program Interface (“API”), programmatic, robotic, scripted or any other automated access not provided as part of the Service is strictly forbidden without the written permission from Safe Online.
   4. Upon cancellation of the Service, Safe Online will be responsible for the transfer of all Content that belongs to the Internal System User.

4. Data Requester/Receiver’s Use of the Service

1. 1. The Data Requester/Receiver is granted a limited free (no fee) access to the Services. The Data Requester/Receiver agrees to a non-exclusive, non-transferable, non-assignable, limited license to access and use the Service.
   2. The Data Requester/Receiver agrees not to reproduce, duplicate, copy, sell or resell access to the Service, use of the Service, or any other exploitation of access to the Service without Safe Online’s written permission.
   3. The Internal System User agrees not to modify, tamper with, change, reverse engineer or in any other way alter the Service for any reason. The Internal System User also agrees not to modify another service or website so as to falsely imply that it is associated with the Service, RequestManager, or Safe Online.
   4. The Data Requester/Receiver agrees not to knowingly add Content to the Service that violates any intellectual property rights or may infringe copyrights. The Data Requester/Receiver also agrees not to add any Content or use the Service in any manner which is unlawful or in violation of the terms of this Agreement.
   5. The Data Requester/Receiver agrees that with the exception of the granted non-exclusive right to the Service, all ownership, intellectual property, branding, licensing and other rights that are associated with and in the Service belongs to Safe Online.
   6. Safe Online reserves the right to modify, update, change, discontinue, add or restructure any feature associated with the Service with or without notice at any time, with the exception of changes that materially change or reduce the functionality of the Service, in which case Safe Online shall endeavor to provide the Data Requester/Receiver no less than 48 hours notice. Any use of the Service after any of the aforementioned scenarios constitutes a Data Requester/Receiver’s acceptance of the Service in its subsequent version.
   7. Safe Online reserves the right to temporarily suspend or withdraw access to the Service for operational purposes related to, but not limited to, repairs, updates, maintenance, and will endeavor to provide the Data Requester/Receiver with no less than 48 hours notice prior to any such suspension. Notification of the suspension will be provided to the Data Requester/Receiver in the method deemed appropriate by Safe Online. Further, Safe Online shall endeavor to confine operational changes that materially affect the Data Requester/Receiver’s use of the Service to planned and scheduled standards so as to limit disruption of the Data Requester/Receiver’s use of the Service but reserves the right to temporarily suspend or withdraw access to the Service with or without notice at any time to complete necessary repairs, updates, maintenance or other matters of urgency. In the event of an unexpected suspension or withdrawal of access, Safe Online will without undue delay notify the Data Requester/Receiver hereof in the method deemed appropriate by Safe Online.
   8. The Data Requester/Receiver may not use the Service to spam, or in any other way use the Service to perform unsolicited communication to any Internal System User.
   9. The Data Requester/Receiver may not use the Service to impersonate, imitate, or in any other way pretend to be someone other than themselves.
   10. The Data Requester/Receiver may not use the Service if Safe Online previously disabled its account for violation of the Agreement or misuse of the Service.

5. Data Requester/Receiver’s Access to the Service

1. 1. Safe Online agrees to make the Service available to the Data Requester/Receiver in accordance with the terms set forth in this Agreement. If the Data Requester/Receiver uses Safe Online to request and receive personal data, the Data Requester/Receiver agrees that Safe Online is not responsible for the Internal System User’s failure or inability to comply with the Data Requester/Receiver’s data portability or right of the access request.
   2. If the Data Requester/Receiver is granted access to the Service, the Data Requester/Receiver agrees that (i) Safe Online has no obligation to provide any particular service level or support services; and that (ii) Safe Online may cease providing the Service at any time without notice. Article 5.2 supersedes any conflicting term of this Agreement.
   3. The Data Requester/Receiver agrees that their use of the Service is neither contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written public comments made by Safe Online, including any roadmaps, with respect to future functionality or features.
   4. Our Service allows Data Requesters/Receivers to request and receive content. The Data Requester/Receiver retains ownership of any intellectual property rights that the Data Requester/Receiver holds in that content.

6. Confidentiality & Security

1. 1.  Internal System Users and Data Requesters/Receivers agree to treat all Content as confidential information, and to ensure that under no circumstances Content is used by or disclosed to any third party, except as necessary to perform their obligations under this Agreement.
   2. Safe Online is responsible for providing secure access to the Service. Safe Online will provide mechanisms that:
      1. Allow for Data Requester/Receiver password management.
      2. Transmit and store passwords in a secure and encrypted format.
      3. Protect Usernames, passwords, and other personal data in a manner that follows industry standards and complies with the GDPR.
   3. Safe Online, including any third-party party vendors or hosting partners it utilizes to give access to the Service, will all times:
      1. Use industry best practices and standards to store, manage, and transfer data and Content.
      2. Implement policies and procedures to prevent unauthorized use of Usernames and passwords, and will promptly notify the Internal System User upon suspicion that a Username and password has been lost, stolen, compromised, or misused.
      3. Implement information security best practice with respect to network techniques, including, but not limited to, firewalls, intrusion detection, data breach protection measures, patch management, and stress tests.
      4. Provide Internal System Users and Data Requester/Receivers with their Personal Data as described in the Privacy Policy.
      5. Notify Internal System Users and Data Requesters/Receivers of a data breach no later than 72-hours after learning of the security breach.

      RequestManager is hosted on Microsoft Azure in order to employ the highest security standards. You can read more about the measures Microsoft takes to strengthen and increase security on their website.

   4. The Internal System User and Data Requester/Receiver acknowledges and agrees that Safe Online may use third-party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service.
   5. The Internal System User and Data Requester/Receiver are responsible for the safekeeping of passwords, Usernames, and other authentication credentials that grant access to the Service.
   6. The Internal System User and Data Requester/Receiver agrees to notify Safe Online in the case of unauthorized access to the Service, or upon suspicion that a Username, password, or other credentials have been lost, stolen, misused, or compromised.

7. Payment, Refunds & Subscription Changes

1. 1. To gain access to the paid features of the Service accessible from an Authorised Account, an Internal System User must provide Safe Online with a valid payment card for payment of the subscription fees as outlined by Safe Online on the website. All fees are excluding national taxes, VAT, or any other fees which the Internal System User is obliged to pay. The Internal System User is responsible for paying all taxes associated with the Service.
   2.  Internal System Users will be charged yearly after the expiration of the trial period. Internal System Users will thereafter be charged for the subsequent year in advance, with renewal on the anniversary date of the initial subscription charge. Subscriptions canceled before the trial period will not be charged.
   3. All charges are final and non-refundable. Refunds will not be given for partially used, unused or remaining subscription periods.
   4. Cancellation of a subscription will not be charged and subscriptions canceled prior to the end of their current billing cycle will not be charged again in the following cycle.
   5. All prices are subject to change upon notice. Safe Online will notify the Internal System User either by email, as an announcement in the Service, or in another way deemed appropriate by Safe Online.

8. Cancellation & Termination

1. 1. The Internal System User can cancel a subscription at any time either by accessing their account and visiting the subscription page. For security reasons, the subscription cannot be canceled by any other means.
   2. Safe Online reserves the right to suspend or discontinue providing the Service to an Internal System User without notice in the case of an Internal System User whose actions constitute a material breach of this Agreement and pose a security emergency.
   3.  If an Internal System User’s use of the Service is in material breach of the Agreement and the Internal System User does not resolve the foregoing violation to Safe Online’s reasonable satisfaction within 30 days, Safe Online reserves the right to suspend the Service.

9. Safe Online’s Warranties

1. 1.  Safe Online warrants that the Service will substantially conform to the specifications stated in the RequestManager product description at http://bysafeonline.com/connectid-business/connectid-business-resources/whitepaper/. The foregoing warranty shall not apply to the extent: (i) the Service is not being used in accordance with this Agreement and/or any product description; or (ii) any non-conformity is caused by third-party products, content or service being processed and/or accessed through the Service; or (iii) the Service being used was provided for a Data Requester/Receiver on a free license (no fee) of the Service. Subject to Article 9.2, the Internal System User’s sole and exclusive remedy, and Safe Online’s entire liability for breach of the limited warranty in this Article 9.1, shall be the correction of the warranted non-conformity. If Safe Online fails to correct the warranted non-conformity after using reasonable commercial efforts, Safe Online may terminate access to the non-conforming Service and refund the subscription fees paid by an Internal System User for such Service for the remainder of the subscription term (starting on the date the Internal System User reported the non-conformity).
   2. The Internal System User shall provide Safe Online with prompt written notice of any non-conformity described in this Article 9 without undue delay, but no later than 48 hours after the Internal System User’s discovery of such non-conformity.

10. Limitation of Liability

1. 1. Except in the case of a violation by Safe Online of its obligations as outlined in Article 6 (“Confidentiality & Security”), Safe Online shall not be held liable for any damages that the Internal System User might experience. The Internal System User waives the right to claim any damages, penalties, or liability of any kind resulting in any way from the Services provided by Safe Online to the Internal System User.
   2. Safe Online may provide the ability to integrate the Service to other third-party providers and their services for the Internal System User to use at their own choice and risk. Access to and use of a third-party integration are subject to separate terms and conditions than this Agreement. By using a third-party service, the Internal System User agrees that Safe Online will not be held liable for any liability arising from the use of a third-party service.
   3. THE INTERNAL SYSTEM USER AGREES THAT THE LIABILITY OF SAFE ONLINE ARISING OUT OF ANY CLAIM IN ANY WAY CONNECTED WITH THE SERVICE WILL NOT EXCEED THE TOTAL AMOUNT THE INTERNAL SYSTEM USER HAS PAID FOR THE SERVICE, PURSUANT TO THE AGREEMENT, WITHIN THE SIX MONTH PERIOD BEFORE THE DATE THE CLAIM AROSE. THE INTERNAL SYSTEM USER FURTHER AGREES THAT SAFE ONLINE IS NOT AND WILL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING WITHOUT LIMITATION, ATTORNEY FEES) RELATING TO THIS AGREEMENT. THESE DISCLAIMERS APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, WHETHER THOSE DAMAGES ARE FORESEEABLE AND WHETHER SAFE ONLINE HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. THESE DISCLAIMERS ARE NOT APPLICABLE TO THE INDEMNIFICATION OBLIGATION SET FORTH IN ARTICLE 10.6. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF DAMAGES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THIS AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY SAFE ONLINE TO INTERNAL SYSTEM USERS AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE FROM AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT.

11. Miscellaneous

1. 1. Safe Online reserves the right to amend this Agreement in its entirety or parts thereof. Safe Online will notify the Internal System User no later than 30-days prior to any changes to the Agreement. Safe Online will notify the Internal System User either by email, directly in the Service, or by any other means deemed appropriate by Safe Online.
   2. Neither party may transfer or assign any of its rights and obligations under this agreement without the written consent of the other party. Notwithstanding the foregoing, either party may transfer or assign the rights and obligations in its entirety under this Agreement in the case of a merger, acquisition, corporate reorganization or sale of all or substantially all assets, provided the assignee has agreed to enter into the Agreement on the same terms as the previous Internal System User.
   3. It is the intent of the parties that in case any one or more of the provisions contained in this Agreement shall be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect the other provisions of this Agreement, and this Agreement shall be construed as if such invalid or unenforceable provisions had never been contained herein.
   4. If either party should waive any breach of any provision of this Agreement, it shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision hereof.
   5.  The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created hereby. There are no third-party beneficiaries to this Agreement.
   6. The Internal System User shall indemnify and hold harmless SafeOnline from and against any claims, demands, or causes of action whatsoever, including without limitation those arising on account of the Internal System User’s failure to comply with any applicable regulation, including but not limited to the General Data Protection Regulation (GDPR).

12. Governing Law and Dispute Resolution

1. 1. This Agreement shall be governed by Danish law and any disputes arising from the Agreement that can not be resolved in a timely manner shall be settled by the Danish court, in whose jurisdiction SafeOnline ApS is headquartered. The Internal System User waives any objection as to inconvenient forum.
   2. This agreement constitutes the entire agreement between Safe Online and the Internal System User and supersedes any prior engagement or agreement between the parties, including any previous versions of this Agreement. This Agreement was recently updated on 23 August 2019 to reflect the Services’ new name, RequestManager.