Parties: This License Agreement ("Agreement") is an agreement between MediaCatch ApS (“MediaCatch”) and the person or legal entity (the "Customer"), which has entered into this Agreement concerning MediaCatch and its software and support services (the “Services”). The Customer may have acquired the license (the “License”) to the Services through an independent representative (the "Representative") of MediaCatch. The Representative is not a party to this Agreement.
Scope of the Agreement: This Agreement governs the Customer's access to and use of the Services. MediaCatch shall be permitted to update and amend the Services continually and without notice. Any changes to the Services, including releases of new features, tools or resources, shall be subject to this Agreement.
Acceptance of the Agreement: By accessing and using the Services, the Customer agrees to be bound by this Agreement.
License Grant: The Customer is granted a non-exclusive, non-transferable and limited access to use the Services as described in this Agreement.
License Period: The License is granted for a period of agreed length ("License Period"), and the License is automatically renewed for an additional License Period on payment of the License Fee (as defined below in clause 3.1) pertaining to that License Period, unless the License has been duly terminated. Failure to pay the License Fee does not constitute proper termination by the Customer, and MediaCatch, or the Representative, if applicable, may claim payment of the License Fee in such an event.
Use of the Services: The Services may only be used by the Customer, and only by the number of users paid for by the Customer by payment of the License Fee.
Restrictions: The Customer is not, without MediaCatch's prior written consent, permitted to:
a) copy, distribute (including by framing the Services on any website), modify, enhance, translate, reproduce, sell, resell, sublicense, rent, lease, or similarly attempt to exploit the Services;
b) decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code (except to the extent that this restriction is expressly prohibited by law);
c) integrate, aggregate, copy, scrape, or otherwise attempt to exploit the Services’ data;
d) make derivative works of the Services; or
e) copy data from the Services to 3rd party Social Media solutions.
License fee and invoicing
License Fee: Before a License Period begins, the Customer shall pay the License Fee covering the License Period ("License Fee").
Free trial period: The Customer may be granted a one-time free 7-day trial period to access the Services. The Customer shall pay the License Fee to continue the use of the Services after the 7-day trial period. The Customer shall provide MediaCatch valid and sufficient payment information to process the License Fee covering the first License Period at the end of the 7-day free trial period.
Invoicing: MediaCatch will invoice the License Fee directly to the Customer with expected payment within 8 days from receipt.
Tax: All prices in this Agreement are exclusive VAT.
Access to the Services: The Customer will only be granted access to the Services, when MediaCatch has received the License Fee. The Customer gains access to the Services at MediaCatch’s website: mediacatch.io (https://mediacatch.io/).
Restrictions on content/data: MediaCatch does not pre-screen content/data and shall not be responsible for content accessed or made available to the Customers or others through the Services.
Responsibilities: The Customer is responsible for and assumes all risks for the Customer's use of the Services, as well as any user given access by the Customer.
Access to the Services: Access to the Services may not be shared by sharing passwords or by any other means, but solely by adding oﬃcial users to the account in accordance with the terms agreed in clause 2.3 in this Agreement.
Support: MediaCatch or a Representative will provide support to the Customer, if the Customer has acquired support as part of the Services. MediaCatch will provide support if the Customer has acquired the License directly from MediaCatch. Support provided by MediaCatch is available at [email protected]
Intended use: The Service can only be used for its intended purpose, and no automated extraction of data can be made, nor other online access given to the Service and the data it contains. The Customer cannot disclose or publish large amounts of data from the Service to a third party, unless for the sole purpose of internal use for the Customer’s own business operations.
Misuse: The Customer shall not misuse the Services and the MediaCatch platform, including, without limitation, using the Services in any manner that:
a) interferes with or interrupts the platform or any hardware, software, system or network connected with the Services;
b) utilises the Services for unlawful purposes;
c) stalks, harasses, threatens or harms any person/business or is otherwise invasive of any person’s privacy rights;
d) disseminates viruses or other computer code, files or programs that interrupt, destroy or limit the functionality of the Services or any other computer software or hardware.
The Customer’s misuse is considered a material breach of this Agreement.
Availability and no warranties
Uptime: MediaCatch guarantees that the Services will be available to the Customer on an average of at least 99% of a calendar year, not including any downtime due to planned or critical updates to the Services or technical issues in any external data source, service or API.
No warranty: MediaCatch only provides the Services and the related analyses/data on an as-is basis, and provides no warranty for the accuracy or completeness of the data. MediaCatch cannot be held liable for the operational stability of the Services. Neither can MediaCatch be held liable for lost or slow data connection to the Services.
Notice of planned disruptions: MediaCatch will endeavour to give reasonable prior notice of any planned disruptions, including maintenance and updates, which will affect the performance of the Services.
Amendment of the Services: MediaCatch reserves the right to amend or modify the Services, due to legal requirements, third party proprietary claims or general business purposes.
Subcontractors: MediaCatch is entitled to use subcontractors for running, developing and updating the Services.
Claims and liability – limitations
Indirect loss: In no event shall MediaCatch be liable to the Customer or any third party for any indirect, incidental, special or consequential loss, damages on personal property, or loss of production, profit, business opportunities, revenue or use, incurred by the Customer or any third party caused by MediaCatch being in delay or non-performance or damages related to the Services and data, including whether in an action, omission or non-performance of contract and contractual obligations or tort.
Maximum Liability: To the extent permitted by applicable law, MediaCatch's total, aggregate liability under this Agreement shall be limited to an amount equivalent to the License Fee paid for the License Period in which the circumstances forming the basis of the claim occurred.
Claims against Representative: Under no circumstances can the Customer direct any claim based on the provision of Services against a Representative. Any claims relating to the Representative’s performance shall be directed against the Representative.
No warranties of third-party infringement: Nothing in this Agreement shall be construed as a warranty or representation from MediaCatch that the Services cannot infringe any third-party proprietary rights and MediaCatch cannot be held liable for any claims from third parties in this respect.
Intellectual property rights
Ownership: MediaCatch retains any and all intellectual property rights to the Services and any embedded software in the Services. The Services and the information and data that can be accessed via the Services, along with all databases consisting of data collected, are protected by copyright law and other intellectual property rights, and belong unconditionally to MediaCatch. The Customer acquires no intellectual property rights to the Services or underlying information, data, databases etc., but solely the user rights according to this Agreement for a limited period.
Obligation to provide information: The Customer shall inform MediaCatch of any infringement of MediaCatch’s intellectual property rights that the Customer becomes aware of.
Assignment: MediaCatch can transfer its rights and obligations under this Agreement to a third party without prior consent from the Customer. The Customer cannot transfer its rights and obligations under this Agreement to a third party.
Processing personal data: MediaCatch may process personal data on behalf of the Customer when offering the Services. If required, MediaCatch and the Customer must enter into a data processing agreement governing such processing as well as any other applicable data privacy regulation. MediaCatch shall be entitled to anonymize personal data in order to use such anonymized data for optimization purposes.
Termination: MediaCatch or the Customer may terminate this Agreement and the License with 30 days prior written notice before the end of a License Period. The Customer is not entitled to reimbursement of the paid License Fees in case of the Customer's termination.
Termination for breach: MediaCatch or the Customer may terminate the Agreement immediately and without notice if the other party materially breaches any clauses of this Agreement. In any case of lawful termination by MediaCatch or the Customer, pursuant to this clause 10, the Customer shall not be entitled to any reimbursement of License Fees.
Eﬀect of termination: When a termination pursuant to this clause 10 takes eﬀect, the Customer will no longer have access to the Services and the Customer's account and any content related to the Customer’s account.
Entire Agreement: The Agreement constitutes the entire agreement between the Customer and MediaCatch and governs the Customer's use of the Services, superseding any prior agreements between the Customer and MediaCatch (including, but not limited to, any prior versions of the Agreement).
Governing law: The terms and conditions of this Agreement and the use of MediaCatch are governed by the laws of Denmark, not including its principles of conﬂicts of laws.
Disputes: Any dispute arising out of or in connection with this Agreement or the use of the Services, including any disputes regarding the existence, validity or termination thereof, shall be subject to the exclusive jurisdiction of the Municipal Court in Copenhagen, Denmark as first instance.