Terms of Service "TOS" 2023

We have updated our Terms of Service. If you are a new customer, then these Terms of Service will be effective from December 1st, 2023. Are you an existing customer and decide to an upgrade/new subscription after this date, you automatically accept.

1. DEFINITIONS
   1. “Affiliate” means any entity that directly or indirectly controls is controlled by, or is under common control with a Party.
   2. “Active users” means all active users uploaded to Woba`s platform
   3. “Confidential Information” means, in relation to either Party, all information (whether the information is in oral or written form or is recorded in any other medium): (a) about or pertaining to the business affairs (including products, developments, trade secrets, know-how, personnel or suppliers) of that Party or its customers (including the Personal Data); or (b) which is by its nature confidential; or (c) which is designated by the disclosing party as confidential, which is disclosed to the other Party, the other Party’s contractors, subcontractors, agents or any of the other Party’s employees, whether directly or indirectly pursuant to and in the course of the provision and/or receipt of the Services, and the performance of the Parties’ respective obligations.
   4. “Content” means data and information available through the Services or contained within the structure of the Platform and documents, articles, presentations, pictures, images, audiovisual works, other information material, and any comments.
   5. “Customer” means the legal entity placing an order for or accessing Services. E.g., as defined in an Order Form.
   6. “Customer Account” means the account (also known as an ‘organization’, ‘environment’ or ‘tenant’) the Customer has been assigned on the Services which is logically separated from other customers’ accounts on the Platform. A Customer Account is managed and used by the Customer’s Permitted Users.
   7. “Customer Data” means any data or information provided by the Customer to Woba in connection with the use of the Services, and any other data or information which is uploaded by Permitted User to the Services, as well as any Content which has been provided by a Customer End-User to Customer.
   8. “Woba” means the entity defined as Woba in the Order Form or online signup form (or the confirmation email sent following use of such signup form).
   9. “Woba Materials” means the visual interfaces, graphics, design, systems, methods, information, computer code, software, services, “look and feel”, organization, a compilation of the content, code, data, and all other elements of the Services.
   10. “Documentation” means any technical description, service restrictions, as well as user instructions and guidelines, for the Services which may be made available and updated from time to time on the Services.
   11. “Start Date” means the date which is, a) the Customer’s initial access to any Services through any online provisioning, registration, or order process, or b) the acceptance date (signature date) in, an Order Form. c)the initial term of this Agreement as specified in the Order Form and each successive period this Agreement renews as specified in the Order Form or these TOS.
   12. “Fees” means any and all fees (such as subscription fees and one-time fees) payable by the Customer to Woba for the Services.
   13. “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation).
   14. “Intellectual Property Rights” means (a) copyright, rights related to or affording protection similar to copyright, database rights, semi-conductor topography and topography rights, patents and rights in inventions, trademarks, designs and registered design rights, rights in Internet domain names and website addresses and other rights in trade names, rights in unpatented know-how, trade secrets and other rights in Confidential Information, rights of confidence, broadcast rights, and any other intellectual or industrial property rights of any nature; (b) applications for registration (and the right to apply for registration) and renewals or extensions for any of the rights listed under (a) in this clause, which are capable of being registered in any country or jurisdiction; and (c) all other rights having equivalent or similar effect in any country or jurisdiction.
   15. “Order Form” means an ordering document/ contract, online registration, order description, or order confirmation referencing these TOS.
   16. “Party/Parties” means a contracting party of this Agreement which includes any successor in title or a permitted assignee. Customer and Woba will jointly be referred as the “Parties”.
   17. “Permitted Affiliate” means the entity specified in the Order Form which is permitted to use the Services the Customer subscribes to under this Agreement.
   18. “Permitted User” means an employee and/or independent contractor engaged by the Customer or any Customer Permitted Affiliate (if applicable) who is authorised to use the Services.
   19. “Platform” means the Woba platform software solution which means the Services are made available by Woba to its Customers on a Software-as-a-Service basis.
   20. “Services” means the Content, Consultancy Services,  Woba Materials, Documentation, Platform, Woba websites and all other content, services and/or products made available by Woba to the Customer.
   21. “Special Terms” means any special terms set out in an Order Form.
   22. “Subscription” means the subscription(s) the Customer purchases as specified in the Order Form, and as adjusted/selected on the Platform, by which the Customer is entitled to access and use the Services and the Documentation in accordance with this Agreement.
   23. “Trial” means temporary access to the Service for the purposes of trying the Services in accordance with any selected Subscription without paying full Fees.
   24. “User Account” means an account on the Platform that is associated with a Customer Account, which allows for Permitted Users to access a Customer Account on the Services.
2. SERVICES – ACCESS, USE AND RESTRICTIONS
   1. Woba shall provide the Services to the Customer, as agreed in an Order Form, during the Subscription Term and on the terms of this Agreement.  
   2. As part of the registration process, the Customer will need to create a Customer Account and admin User Account, either through the website or an alternative process provided by Woba. It is the Customer’s responsibility to ensure that the information provided is accurate and not misleading. 
   3. Woba may provide some Consultancy Services if specified in a statement of work or Order Form describing the work to be performed, incl. fees, milestones, technical specifications or related information. The Customer shall pay Woba the rate(s) set forth in the Order Form (or, if not specified, Woba’s standard rates). Unless otherwise agreed, the Customer shall reimburse Woba for reasonable travel and accommodation expenses.
   4. In the event of any delays in the Customer’s provision of assistance required for the timely delivery of Services by Woba, Woba may, in its reasonable discretion a) adjust any agreed timetable or delivery schedule as reasonably necessary, and b) change the “Start Date” to a  reasonable date (which is to be communicated beforehand) for rescheduling the agreed Services. There will be no refund in the yearly subscription amount due to the extension.
   5. The Customer may use anything delivered as part of the Services for its internal business purposes, subject to the terms of this Agreement and the applicable statement of work, but Woba will retain all ownership rights and Intellectual Property Rights to such work product, code or deliverables and any derivative, enhancement or modification thereof created by Woba as part of the Services.
   6. The Customer shall access and use the Services in accordance with this Agreement, the Documentation and all other operating rules and policies including, but not limited to, our Privacy Policy and procedures that may be published from time to time made available on or through the Services, and any restrictions of use specified in the TOS and the applicable Order Form.
   7. The Customer cannot create an account or username using the names and information of another person or using words that are the trademarks or the property of another party or vulgar, obscene or in any other way inappropriate.
   8. Other users or third parties, including content falsely made to appear from or be endorsed by Woba or third parties; (f) attempt to gain access to the Services, servers or other equipment in order to disrupt, impair, overload or otherwise hinder or compromise the safety, security or privacy of any of the Services or other services provided by or relied upon by users and Woba.
   9. The Customer shall use all reasonable efforts to prevent unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access, notify Woba immediately.
   10. Trials, campaigns, beta features, features outside of your Subscription or offer periods are offered at Woba’s sole discretion and are subject to withdrawal at any time and without notice or compensation. This Agreement applies to all trials, campaigns or similar offers, including any other access to the Services which are not governed by an Order Form.
   11. The Customer shall comply with all applicable laws and regulations with respect to its activities under this Agreement and carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner. 
   12. Woba may, in its sole discretion, suspend or terminate access to, or use of the Services to any Customer Account who violates this Agreement. In addition, the Customer acknowledges that Woba and/or third-party services may choose at any time to prohibit Content from being accessed under this Agreement.
   13. Customer must ensure it, and/or its Permitted Users, (a) uses the latest released up-to-date internet browser to access the Services, and (b) ensures to update any mobile or desktop application to the latest version without undue delay after such update is released.

1. SERVICE LEVELS
   1. Woba shall make all commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, and use commercially reasonable best efforts to provide 99,6% uptime, without interruptions, except for scheduled maintenance and the following “Uptime Exclusions”: (i) occasional planned downtime at non-peak hours (for which Woba will provide advance notice); or (ii) any unavailability caused by circumstances beyond our reasonable control, including failure or delay of Internet connection, misconfiguration by the Customer or any third party acting on its behalf, issues on the Customer’s network, major country or regional wide outages in network, connectivity infrastructure provided by major service and telecom providers.
   2. During the Subscription Term, Woba will provide reasonable support to the Customer. Full technical support may not be provided to customers on a Trial. Details on the support available to a subscription will be further described in the Customer’s Order Form.
   3. All support inquiries on the Subscription can be initiated as described in  Woba`s Service level agreement.

”https://helpcenter.woba.io/knowledge/service-level-agreement

1. FEES, PAYMENT AND ORDERING
   1. Unless otherwise agreed in an Order Form, the Customer shall pay the Fees to Woba in full and in advance of the “Start Date”.
   2. Payment is per user per year and is always based on Active users uploaded to Woba`s platform
   3. The rates in the Order Form are valid for the initial Start Date and thereafter a 4% index fee is added annually to all Services to support the continuous development of the Services.
   4. Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, but not limited to, value-added, sales, use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). The Customer is responsible for paying all Taxes associated with purchases hereunder, and Woba shall add the amount of Taxes to its invoice to the Customer, at the appropriate rate. If Woba has the legal obligation to pay or collect Taxes for which the Customer is responsible for under this Section, Woba will invoice the Customer and the Customer will pay that amount unless it provides Woba with a valid tax exemption certificate authorised by the appropriate taxing authority. For clarity, Woba is solely responsible for taxes assessable against it based on its income, property, and employees.
   5. If payment of any Fees is not received by Woba by the due date, then, without limiting Woba’s other rights or remedies, (a) the Fees may accrue late interest at the rate of 8% of the outstanding balance per year (pro anno), or the maximum rate permitted by law, whichever is lower, and/or (b) Woba may condition future renewals of the Subscription and Agreement on full pre-payment of all Fees for the renewal within 14 days from the receipt of the invoice by the Customer.
   6. Woba reserves the right, at its sole discretion, to change or modify at any time the pricing of the Services by posting such changes on Woba’s website and by notifying the Customer. The Customer will only be subject to the new pricing upon renewal of the Order Form after the end of its current Subscription Term. 
   7. Subject to the other terms and limitations as specified in this Agreement, the Customer may change the Subscription at any time, by (a) upgrading the plan, (b) adjusting the number of employees/users, as long as employees/users do not fall below 10% the number of employees/users, as specified in the original Order Form. Certain changes to the Subscription can be effectuated by a Permitted User who is an administrator through technical means in the Services. Any other changes requested by the Customer to the Subscription will require a written agreement between the Parties. 
   8. Woba usually reviews the number of employees/users once a year coinciding with the billing period. However, it may be revised at any point during the period if necessary at Woba’s discretion. 
   9. No refunds will be offered for downgrades that have been requested before the next billing period charge is due on the Subscription. The new, lower billing period charge will be automatically applied on the usual date of the billing period charge. Except as otherwise provided in this Agreement, all amounts and Fees are non-cancellable and non-refundable.
   10. Where the Subscription is upgraded, the new, higher billing period charge will be automatically applied upon the request date and prorated until the next usual date of the billing period charge, and will continue until the Agreement is terminated.
   11. Notwithstanding anything to the contrary in clause 4.9, the Subscription cannot be downgraded beyond the minimum thresholds as specified in clause 4.7.
   12. When upgrading from a Trial, the Customer will immediately be charged for the full Subscription. The Fees will be due from that date each billing period onwards and advance payment will be taken in full on each anniversary.
2. TERM AND TERMINATION
   1. Unless otherwise stated in the Customer’s Order Form, the initial Subscription Term shall be 24 months. The Subscription and Agreement will continuously renew for an additional 12-month period unless the subscription has been terminated i.e. clause 5. 
   2. The Customer may terminate this Agreement by sending Woba a written notice of termination to subscription@woba.io no less than 90 days prior to the expiration of the Subscription Term.
   3. Either Party may terminate this Agreement with immediate effect by giving written notice to the other Party, if the other Party (a) fails to cure any material breach of this Agreement (e.g. a failure to pay fees or if payment is declined by the card issuer or bank) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy (if permitted by applicable law), receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding; or (d) if any such proceeding under (c) is instituted against that Party and not dismissed within sixty (60) days thereafter.
   4. Upon termination of this Agreement, the Customer shall immediately cease all use of the Services and/or the Documentation. Each Party shall return and make no further use of any equipment, property, Documentation, Woba Materials, and other items belonging to the other Party. 
   5. Any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of this Agreement which existed on or before the date of termination, shall not be affected or prejudiced.
3. INTELLECTUAL PROPERTY RIGHTS
   1. Upon the Customer’s purchase of Services and subject to the terms of the Agreement, Woba grants the Customer a worldwide, non-exclusive, non-transferable, time-limited and non-sublicensable right to use the Services during the Subscription Term.
   2. The Customer acknowledges and agrees that Woba and/or its licensors own all intellectual property rights in the Woba Materials, Services, the Documentation and the Platform. Except as expressly stated herein, this Agreement does not grant the Customer any rights to, under or in, any patents, copyright, database right, design right, trade secrets, trade names, trademarks or any other intellectual property rights or licenses in, to or in respect of the Woba Materials, the Services, the Documentation or the Platform.
   3. Woba confirms that it has all the rights in relation to the Woba Materials, the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.
4. CUSTOMER DATA, DATA PROTECTION & CONFIDENTIALITY
   1. Customer Data. The Customer shall retain all ownership rights to the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. The Customer warrants that Customer Data does not belong to a third party whose rights have been violated by the Customer Data being processed by the Services.
   2. Data Protection. In relation to Customer Data, the Customer agrees to be the data controller and to be fully authorized to manage the Customer Data in the Services. As an integrated part of this Agreement, Woba’s standard data processing agreement found here shall apply, unless a separate data processing agreement has been entered into, in which case such shall take precedence.
   3. Confidentiality. The Parties shall keep all Confidential Information, as well as the contents of this Agreement and all negotiations in relation to the Agreement, confidential, and not disclose or permit the disclosure of the same to any third party other than its or their respective personnel, partners, or subcontractors on a need-to-know basis without the prior written consent of the other Party. Confidential Information shall be used only for the proper performance of this Agreement.
      1. The Customer shall procure that Permitted Affiliates and Permitted Users uphold the same confidentiality as stated above.
      2. The confidentiality obligation in this clause shall not apply to any Confidential Information that: (i) the receiving Party can demonstrate was known to the receiving Party or in its possession before that information was acquired from the disclosing Party; (ii) is commonly known by the public without fault of the receiving Party or any person on its behalf; (iii) the receiving Party receives from a third party that did not obtain such information as a result of a breach of a confidentiality obligation; or (iv) is required to be disclosed by any applicable law or by order of any court of competent jurisdiction or any government body, agency or regulatory body, to the extent of the required disclosure, provided that the receiving Party shall inform the other Party of the disclosure (if possible) and discuss the timing and scope of such disclosure.
      3. The receiving Party shall notify the disclosing Party promptly if it becomes aware that any of the Confidential Information falls within the above provisions.
      4. Upon expiry or termination of this Agreement the receiving Party shall promptly return, or destroy, all Confidential Information of the disclosing Party.

1. WARRANTIES AND DISCLAIMER
   1. All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or law are, to the fullest extent permitted by applicable law, excluded from this Agreement, and the Services are provided to the Customer on an “as is” and “as available” basis without warranties of any kind.
   2. This Agreement shall not prevent Woba from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this Agreement.
   3. Woba has no responsibility or liability for any third-party platforms or any Customer Data imported to Woba. Woba does not guarantee that the Services will maintain integrations with any third-party platform. For clarity, this Agreement governs the Customer’s use of and access to the Services, even if accessed through an integration with a third-party platform.
   4. In the event of any loss or damage to Customer Data, the Customer’s sole and exclusive remedy shall be for Woba to use reasonable commercial efforts to restore the lost or damaged Customer Data from the latest backup maintained by Woba. Woba shall not be responsible for any loss, destruction, alteration, or disclosure of Customer Data caused by any third party.
   5. Except as expressly and specifically provided in this Agreement, the Customer assumes sole responsibility for results obtained from the Customer’s use of the Services. Woba shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts in connection with the Services, or any actions taken by Woba at the Customer’s direction.
2. LIMITATION OF LIABILITY, REMEDY AND DAMAGES
   1. Woba and its Affiliates shall not be liable in tort, contract, misrepresentation, restitution or otherwise for any indirect loss, including but not limited to loss of profits, loss of business or goodwill or loss or corruption of data or information, pure economic loss, or for any special, indirect, incidental or consequential loss, costs, damages, charges or expenses however arising under or in connection with this Agreement, including the inability of Customer to use the Services to contact, or act as, emergency services.
   2. Unless permissible under the applicable law, neither party limits its liability in respect of death or personal injury caused by its negligence, or that of its employees, agents or contractors; fraud by it or its employees; or breach of any obligation as to title implied by law. 

1. MARKETING AND ANNOUNCEMENTS
   1. The Customer agrees to participate in reasonable promotional and marketing activities including Woba’s use of the Customer’s name and logo, and the disclosure of the Customer as being a customer of Woba.
2. GENERAL PROVISIONS
   1. Force Majeure. Neither Woba nor any of its Affiliates shall have any liability to the Customer under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Woba or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Woba’s sub-contractors or any of its Affiliates’ sub-contractors, provided that the Customer is notified of such an event and its expected duration. The Parties agree that eruption of an epidemic or pandemic and possible governmental restrictions imposed due to the eruption may constitute a force majeure event under this clause. 
   2. Severability. If any provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, that provision will be limited to the extent necessary so that this Agreement will give effect to the commercial intention of the Parties. The other provisions of this Agreement shall remain in force.
   3. Entire agreement. This Agreement constitutes the complete and exclusive agreement between the Parties and supersedes all previous written and oral communication and agreement between them relating to its subject matter. In case of any inconsistency within the clauses of the Agreement, the following order of precedence shall apply, unless otherwise stipulated in the given documents: 1) an Order Form, 2) these TOS, and 3) the Documentation.
   4. Modification of Services. The Customer acknowledges that the Services are primarily digital subscription-based products, and that in order to provide such, Woba may change the Services and/or update the Documentation from time to time as Woba sees fit.
   5. Assignment. The Customer shall not assign, sub-contract or in any other similar way transfer this Agreement to a third party without the prior written consent of Woba, which shall not be unreasonably withheld. Woba may at any time assign, transfer, charge or deal in any similar way with all or part of its rights or obligations under this Agreement.
      1. Subcontractors. Woba may use the services of sub-contractors and permit them to exercise the rights granted to Woba under this Agreement, provided that Woba remains responsible for (i) compliance of any such sub-contractor with this Agreement and (ii) for the overall performance of the Services as required under this Agreement.
   6. Independent contractors. The Parties are independent contractors. Nothing in this Agreement is intended to or shall operate to create a partnership between the Parties, or authorise a Party to act as agent, on behalf of or otherwise bind the other Party.
   7. Notices. Except as otherwise provided in this Agreement, any notice or communication required to be given under this Agreement shall be in writing and shall be delivered by email, Woba web/platform support.

1. Any notices to Woba regarding disputes and claims must be sent to, the following address unless otherwise notified by Woba:
   Woba ApS
   Landgreven 3 1 floor
   DK-1301 Copenhagen
   
   

1. Governing law & jurisdiction. In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement, whether in contract, tort or otherwise, the Parties shall use their best efforts to resolve such dispute. The complaining Party shall provide written notice to the other Party describing in detail the dispute. If the Parties are unable to resolve the dispute within thirty (30) days of the detailed description of the dispute, each Party is entitled to submit the matter to be resolved by the courts (as referenced below).
   1. If the Order Form to which these TOS are referenced is between Customer and Woba ApS, or if the Customer accesses the Services without a duly accepted Order Form, meaning that the Party to the Agreement is Woba ApS as further governed by the preamble to the Agreement, this Agreement and any disputes arising out of or related hereto will be governed exclusively by the laws of Denmark exclusive of its choice of law provisions. Any suit hereunder will be brought in the district court of Copenhagen, and the Parties submit to the personal jurisdiction thereof. The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.