Terms and Conditions
Last modified: 27.06.2025
These terms and conditions apply between Cookie Information A/S, Danish business registration no. DK38758292 with a registered address on Købmagergade 19, 4th floor, 1150 Copenhagen K, Denmark (“Cookie Information“) and you, the customer, who has agreed to receive the Services from Cookie Information (“Customer“), (“You“) and (“Your“).
Some of the services covered by the Agreement may be provided by Cookie Information’s Affiliates hence for the purposes of these Terms, Cookie Information should be understood to include all of its Affiliates.
These Terms and Conditions apply to a unified service platform operated by Cookie Information, which provides a bundled suite of compliance and analytics services. This includes, but is not limited to, consent management (CMP) and web analytics services.
The Terms are organised as follows:
● Section I (General Commercial Terms): Applicable to the entire contract and all services.
● Section II (Analytics – Specific Terms): Applicable only to Analytics services.
SECTION I – GENERAL COMMERCIAL TERMS
1. DEFINITIONS
1.1 “Acceptable Use Policy” has the meaning set out in section 4.
1.2 “Action”, “Actions”, “Event”, “Events” shall mean a request sent to the Instance or Platform, including but not limited to: (i) the recording of a tracked activity (such as a page view, download, out-link, or other custom event or goal); (ii) the recording or change of an end-user consent via the Consent Management Platform (CMP); or (iii) loading a tag manager container; or (iv) loading a consent manager window; or (v) uploading a line item; or (vi) sending an API request.
1.3 “Add-On” means an optional paid service, feature or module (e.g., Expert Scanning, Managed Compliance, Mobile SDKs) available as listed in the Pricing Schedule.
1.4 “Affiliate” means any entity controlled by a Party, controlling a Party, or under common control with a Party, and for the purposes of this definition: “control” shall exist through direct ownership of more than fifty per cent (50%) of the share capital. For the avoidance of doubt, whenever the term “Affiliate” is used with reference to Cookie Information A/S, it includes, among others, the following entities: Piwik PRO S.A. (Poland), Piwik PRO GmbH (Germany) and Piwik PRO LLC (USA), together with any other entity that satisfies the control test set out in Section 1.3.
1.5 “Agreement” means these Terms, the Enterprise Agreement and the Service Specifications, which Customer has signed up to.
1.6 “Analytics” means web analytics service provided as part of the Services subject to the usage limits and conditions described in the Service Specifications and this Agreement.
1.7 “Analytics Suite” shall mean the version of software provided to the Customer as a part of Analytics services.
1.8 “Platform” means the unified self-service web interface available on app.cookieinformation.com (and any successor URLs) through which the Customer may create and manage an account, configure, test, purchase or modify subscription plans, and access all subscribed modules, including the Consent Management Platform (CMP), the Analytics Suite and any future add-ons or professional services.
1.9 “Cookie Information Domains” means all domains owned by Cookie Information, including but not limited to:
• cookieinformation.com
• support.cookieinformation. com
• app.cookieinformation.com
• templates.cookieinformation. com
• policy.cookieinformation.com
• phinder.dk
• app.phinder.eu
• wb.cookieinformation.com
1.10 “Consent Management Platform” or “CMP” or “CMP Services” means the solution for managing end-user consents on the Customer’s websites or applications, as further described in the Service Specifications.
1.11 “Customer Data” means the data provided by the Customer to Cookie Information to enable the provision of the Services. Categories of Customer Data may vary depending on the Services provided and as described in the relevant Service Specifications. The Customer exclusively owns the rights and title to the Customer’s intellectual property rights.
1.12 “Confidential Information” has the meaning as set out in clause 8.1.
1.13 “Domain” means a unique internet hostname (e.g., example.com) or subdomain (e.g., blog.example.com) registered and actively monitored under the Customer’s account. Each domain configured and tracked using the Services shall count toward the domain limit applicable to the Customer’s selected subscription plan.
1.14 “End Users” means any person or entity other than Customer with whom Customer interacts while using the Service.
1.15 “Enterprise Agreement” means the framework agreement incorporating these Terms and the Service Specifications for the Services, which the Customer has from time to time signed up to from Cookie Information.
1.16 “Instance” shall mean an installation of the Analytics Suite for use in connection with a single database supported by Cookie Information.
1.17 “Party” means either Cookie Information or the Customer, and “Parties” for both.
1.18 “Service Data” means the data collected and generated by Cookie Information through the Customer’s use of the Services. Categories of Service Data may vary depending on the Services provided and as described in the relevant Service Specifications.
1.19 “Services” means the services described in clause 2.1. and as described in the applicable Service Specifications.
1.20 “Service Specifications” means the description of the Services available on Cookie Information’s website, which the Customer signs up to and thereby is included under the Agreement.
1.21 “Subscriber Data” shall mean (i) any information concerning users’ actions, entries, or activities on your web page(s) or within your digital product or mobile application; or (ii) any information sent to you by users’ web browsers concerning users’ web activities immediately prior to visiting your web page(s) (e.g., URL information and HTTP header information); or (iii) any data or other information you provide to Cookie Information as a part of Analytics.
1.22 “Subscription Fee” means fees payable by the Customer to Cookie Information under the Agreement, as specified in the sign-up procedure or as otherwise agreed upon with Cookie Information.
1.23 “Subscription Period” means, for each Analytics Suite service mutually agreed term commencing on the date set on an invoice for a subscription to that Service and continuing until terminated or renewed per this Agreement.
1.24 “Term” means the term for the Services set out in clause 13.1, and as renewed automatically.
1.25 “Operator” shall mean You and any individual or entity that directly or indirectly through another party has access to Your Instance.
1.26 “User” means an individual who is authorised by the Customer to use or access the Services. A User shall only include (i) the employees of Customer or Customer’s Affiliates, as well as third-party consultants and agents of the Customer or its Affiliates, that are rendering services to the Customer and that need access to the Services concerning the rendering of such services.
2. THE SERVICES
2.1 The Services. Cookie Information provides the Customer with access to various Services, including compliance solutions and tools such as Consent Management Platform (CMP) and Analytics service (Analytics Suite), which are further described in the Service Specifications. These Services, including any updates, enhancements, new features, and/or the addition of any new web properties, are subject to these terms.
2.2 Provision of Services. Subject to the sign-up and configuration procedure on our website and payment of the Subscription Fee (where applicable), Cookie Information will deliver the Services to you.
2.3 Use of Subcontractors. Cookie Information may use subcontractors, consultants, or other third-party service providers in the performance of any of its obligations under this Agreement, including without limitation the hosting, maintenance, support, or provision of any part of the Services. Cookie Information shall remain fully responsible for the acts and omissions of its subcontractors in the performance of the Services as if they were the acts or omissions of Cookie Information itself. The Customer hereby grants Cookie Information general authorization to engage subcontractors without limitation in scope or geography.
3. CUSTOMER RESPONSIBILITIES.
3.1 The Customer shall provide Cookie Information with all information, access and cooperation reasonably necessary to enable Cookie Information to provide the Services.
3.2 It is the Customer’s responsibility to ensure correct implementation and provide correct information and relevant input to the Services.
3.3 The Customer is responsible for identifying and authenticating all Users and for insuring Users’ compliance with this Agreement.
3.4 The Customer must provide and maintain accurate, current and complete payment information (e.g., credit-card or bank-transfer details) and settle all applicable Subscription Fees when due.
3.5 The Agreement is also for the benefit of the Customer’s Affiliates. The Customer must ensure that each of its Affiliates using the Services will comply with the Agreement.
3.6 Only the Customer can amend and enforce the Agreement with Cookie Information, and any changes do not require the consent of the Customer’s Affiliates.
3.7 Any changes or enforcement by Cookie Information towards the Customer’s Affiliates are made only directly with Customer.
4. ACCEPTABLE USE
4.1 When using the Services, both free and payable, you agree to use the Services only for the purposes permitted by (a) this Agreement and (b) applicable laws. The Customer must furthermore comply with the following restrictions:
4.1.1 To the extent expressly permitted by applicable law, the Customer shall not: (i) permit any third party who is not a User to access the Services, including, without limitation, in any form by a rental, service bureau, hosting, time-sharing arrangement or demonstration of the Services to any third party; (ii) copy, frame or mirror any part or content of the Services, other than for its own internal business purposes; (iii) reverse engineer the Services; or (iv) access the Services to build a competitive product or service, (v) sell, resell or sublicense the Services.
5. FEES AND PAYMENT
5.1 Pricing Schedule. The price list for all available Services is set out in the Pricing Schedule published on Cookie Information’s website at cookieinformation.com/pricing (and any successor URLs). The Pricing Schedule specifies, for each subscription plan, the applicable Subscription Fees together with the corresponding usage allowances (e.g., number of Domains and Actions, Events, available features, add-on options) and the rates for any overages. The Pricing Schedule forms part of this Agreement and may be updated in accordance with clause 5.4.
5.2 Fees. The Customer shall pay all Fees specified in the Pricing Schedule or otherwise agreed in writing (including add-ons and overage charges). Except as expressly stated, all Fees are quoted and payable in euros, are non-cancellable, and once paid are non-refundable.
5.3 Overage for Domains and Usage. If the Customer’s usage exceeds the quantitative limits stated in the Pricing Schedule for Domains or for tracked requests (e.g., Actions, Events), Cookie Information will charge overage fees in accordance with that Pricing Schedule. Overage is calculated and invoiced at the end of each billing cycle. Persistent or material overages may result in an automatic upgrade to a higher subscription plan, as further described in the Pricing Schedule. Continued use of the Services after an overage has been incurred constitutes acceptance of the applicable overage fees or upgraded plan.
5.4 No set-off. All amounts due under this Agreement from Customer to Cookie Information shall be paid in full without any set-off, counterclaim, deduction or withholding.
5.5 Fee changes. The Subscription Fees are automatically adjusted by 4% of the previous Subscription Fee on each anniversary of the Term without prior notice. In addition to this automatic adjustment, Cookie Information may change the Subscription Fees at any time by providing 30 days’ notice.
5.6 Payment. Subscription for Services is billed monthly or yearly in advance, subject to the type of Service and is payable by credit card. Subscriptions paid by bank transfer are billed yearly. You must provide us with valid and updated credit card information or invoicing information when signing up for the Services. You authorise us to recurrently charge such credit card or bank account for all Services You have accepted. You are responsible for keeping Your payment details up to date. You can renew Your payment authorisation via the Platform or by contacting us.
5.7 Due Payment. The Subscription Fee, including any applicable VAT, will be charged after the subscription has been enabled in Your account. If You pay by bank transfer, standard payment terms are 30 days for the invoice.
5.8 Added Services. Any additional domains or apps added to Your account on the Platform during the current payment term will be invoiced pro rata from the date they are added until the next renewal date of Your existing subscription. After that, they will be included in Your regular subscription invoice.
5.9 Invoices. Invoices for the Subscription Fee will be sent to the email address registered on your account on the Platform. If you pay by credit card, your invoices will also be available for viewing and download directly in the “My Account” section of the Platform or sent to you by email upon payment.
5.10 Disputed invoices. If the Customer disputes an invoice, it shall provide Cookie Information written notice of such dispute within ten (10) working days of receipt of such invoice stating the reasons for disputing the invoice and Fees payable.
5.11 Payment method. You may change the payment terms on your user account on the Platform at any time or by contacting us. If you pay by credit card, we will defray all transaction fees. If you pay by bank transfer to our accounts in Denmark, you are required to defray all transaction costs.
5.12 Late payment. If any amounts invoiced are not received by Cookie Information by the due date, Cookie Information may charge default interest in accordance with the Danish Act on Interest (“Renteloven”), from the date such payment was due until the date paid.
5.13 Taxes. Fees are exclusive of all applicable taxes, levies or duties imposed by taxing authorities, including, without limitation, value-added and withholding taxes. The Customer shall be responsible for payment of all such taxes, levies or duties.
5.14 VAT. The local VAT will be charged from Customers situated in the EU except for companies that have registered a valid VAT number with us (“reverse charge”). The exception does not apply to Danish companies. Customers outside the EU will not be charged VAT. If you are a company situated in the EU and qualify for VAT exemption, and your VAT number is not valid according to the European Commission’s VIES VAT number validation system on the date of invoice (order and/or recurring order), we will charge VAT which will not be refunded. Any assessment on VAT applicability is a Customer´s responsibility and You are liable for such correct assessment.
6. SUSPENSION
6.1 Acceptable Use Policy. If the Customer does not comply with the Acceptable Use Policy or uses the Services illegally, Cookie Information reserves the right to suspend the Services with 24-hour notice before the suspension.
6.2 Suspension for late payment. If any Fees are thirty (30) days or more overdue, Cookie Information may, without limiting its other rights and remedies, suspend its provision of the Services until such amounts are paid in full.
6.3 Cookie Information shall notify the Customer in advance of its intention to suspend the Cookie Information Service for non-payment of undisputed Fees seven (7) days prior to any such suspension.
6.4 Any such suspension of services shall not entitle the Customer to any refunds of prepayments, or if no prepayments are made, not be an excuse for payment of full Fees.
6.5 Cookie Information will reinstate the services upon the Customer’s payment of the outstanding Fees.
6.6 Notwithstanding the foregoing, Cookie Information shall not suspend the Services if the unpaid charges are subject to a reasonable and good faith dispute notified to Cookie Information in accordance with clause 5.8 and the Customer is cooperating diligently to resolve the dispute.
7. INTELLECTUAL PROPRIETARY RIGHTS.
7.1 Cookie Information Domains and Services. All content and materials available on Cookie Information Domains, including but not limited to text, graphics, website name, code, images, and logos, are the intellectual property of Cookie Information and are protected by applicable copyright and trademark law. Any inappropriate use, including but not limited to the reproduction, distribution, display or transmission of any content on this site, is strictly prohibited unless specifically authorised by Cookie Information.
7.2 These terms of the Agreement do not grant You any ownership interest in or to such content or the Services but only a limited right of use that is revocable in accordance with this Agreement. Cookie Information does not grant any license or other rights to use any of our trademarks, service marks, copyrightable material or other intellectual property except as expressly provided in these Terms or agreed to in writing.
7.3 Reservation of Rights. Except for the limited rights expressly granted to the Customer hereunder, Cookie Information reserves all intellectual property rights, title and interest in and to the Services.
7.4 Ownership of Customer Data. As between Cookie Information and the Customer, the Customer exclusively owns all rights, title and interest in and to all Customer Data.
7.5 Telemetry. Cookie Information may analyse Customer Data for security and operations management and for statistical analysis to improve the solutions offered by Cookie Information.
7.6 Ownership of Service Data. As between Cookie Information and the Customer, Cookie Information exclusively owns all rights, title and interest in and to all Service Data.
7.7 Licenses. The Customer grants Cookie Information and its Affiliates a nonexclusive, transferable, worldwide licence to access and use the Customer Data in accordance with this Agreement to provide the Services to the Customer and its Users. In turn, Cookie Information grants the Customer and its affiliates a nonexclusive, transferable, worldwide licence to access and use the Service Data in accordance with this Agreement to facilitate compliance with relevant cookie and data protection legislation and for other own internal purposes.
8. CONFIDENTIALITY
8.1 “Confidential Information” means all information disclosed by a Party (“Disclosing Party“) to the other Party (“Receiving Party“), whether orally or in writing, that is made confidential by law or designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement, the pricing of any Services. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation owed to the Disclosing Party; (iv) was independently developed by the Receiving Party.
8.2 Protection of Confidential Information. The Receiving Party shall protect the confidentiality of Confidential Information, not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement.
8.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law or the regulator, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted).
9. PRIVACY
9.1 The provision of certain Services may entail that Cookie Information as a data processor, will process personal information on the Customer’s behalf. If so, the Parties agree to be bound by a separately agreed data processor agreement.
10. WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
10.1 Cookie Information warranties. Cookie Information warrants that:
10.1.1 it has validly entered into this Agreement and has the legal power to do so;
10.1.2 the Services do not infringe any third-party intellectual property right within the venue set out in this Agreement.
10.1.3 it shall perform the Services materially in accordance with the specifications, as provided in the sign-up process and the Service Specification (the “Service Warranty“);
10.2 Exclusion from Cookie Information warranties. The service warranty shall not apply if the alleged breach has been caused by:
10.2.1 any unauthorised amendment to or use of the Services;
10.2.2 any non-compliance by the Customer under this Agreement.
10.3 Disclaimer. Cookie Information does not warrant that the Services will operate in conjunction with any other hardware, software systems, software applications, services or data not provided by Cookie Information. Cookie Information disclaims any merchantability or fitness for a particular purpose, that the Services are uninterrupted or of satisfactory quality, timely or free from error, in each case to the maximum extent permitted by applicable law.
10.3.1 Furthermore, any content downloaded or otherwise obtained through the use of our Services is downloaded or obtained at Your own discretion and risk, and You are solely responsible for any damage to your network or devices for any loss of data that may result from the download of such content; and that
10.3.2 No information or advice, whether expressed, implied, oral or written, obtained by you from Cookie Information or through any Services we provide will create any warranty, guarantee or conditions of any kind, except for those expressly outlined in these terms of the Agreement. For legally binding advice, the Client should seek legal counsel.
10.4 General Disclaimer: Unless otherwise expressed, Cookie Information expressly disclaims all warranties, guarantees, and conditions of any kind, whether express or implied, including but not limited to any implied warranties, guarantee and non-infringement.
10.5 Exclusive remedies for Cookie Information’s warranties: The Customer’s exclusive remedy and Cookie Information’s entire liability for a breach of the service warranty shall be re-performance or repair of the applicable services. If the breach is not remedied within a reasonable time, the Customer shall be entitled to a price reduction that is proportionate to the breach.
10.6 Customer Warranties. The Customer warrants that:
10.6.1 it has validly entered into this Agreement and has the legal power to do so; and
10.6.2 it will comply with the Acceptable Use Policy, and all data protection and marketing regulatory compliance applicable to the Customer in collecting, compiling, storing, accessing and using the Customer Data in connection with the Services and in its use of the Services.
10.7 No Other Warranties. Except as expressly provided herein, each Party excludes all warranties, representations, terms, conditions or other commitments of any kind, whether express or implied, statutory or otherwise.
11. INDEMNIFICATION
11.1 Indemnification by Cookie Information.
11.1.1 Provided that the Customer remains in compliance with this Agreement, Cookie Information shall defend the Customer and its Affiliates against any claims made by a third party that the use of the Services, as permitted under this Agreement, infringe the intellectual property rights of a third party in the venue of the Agreement and shall indemnify the Customer for any damages awarded by a final court decision or to be paid pursuant to a final binding out-of-court settlement to which the Customer is a party, excluding any attorney’s fees and expenses incurred by the Customer in connection with any such claim.
11.1.2 In the event of a claim, or if Cookie Information reasonably believes the use of the Services may infringe or misappropriate the rights of any third party, Cookie Information may in its discretion and at no cost to the Customer: (i) modify the Services so that they no longer infringe or misappropriate; (ii) obtain the rights for the Customer’s continued use of the Services in accordance with this Agreement; or if neither (i) or (ii) are commercially reasonable, terminate the Customer’s rights to use such Services upon written notice and refund the Customer any prepaid fees covering the remainder of the applicable Term after the effective date of termination.
11.2 Cookie Information shall have no liability in respect of any claim which arises from: (i) the necessary implementation of an industry standard or protocol; (ii) any modification or additions to the Cookie Information Software not authorised by Cookie Information in writing and/or supported by Cookie Information; (iii) any use outside the scope of use set out in the Agreement; (iv) any third party materials used by the Customer as part of or in conjunction with the Services; (iv) the Customer’s failure to accept patches, updates and bug fixes provided by Cookie Information; (v) and the Customer’s continued use of the Services or part thereof after being notified to stop due to a third party claim.
11.3 Indemnification by the Customer. The Customer shall defend Cookie Information and its Affiliates, against any claims made by a third party that:
11.3.1 any Customer Data or third-party materials used by Cookie Information on behalf of the Customer, infringes the intellectual property rights of a third party;
11.3.2 relates to any usage of the Services which is not in compliance with the Agreement or results from the Customer’s failure to accept patches, updates and bug fixes provided by Cookie Information;
11.3.3 otherwise relate to the use, hosting and/or processing by Cookie Information of the Customer Data, any third-party materials or any modifications or additions to the Services made by or on behalf of the Customer which is not authorised and/or supported by Cookie Information; and
11.3.4 arise from a violation of any applicable laws and regulations, a violation of the legal rights of others or the unauthorised access to or disruption of any service, data, account or network in connection with the use of the Services; and
11.3.5 shall indemnify Cookie Information for any damages awarded by a final court decision or to be paid pursuant to a final binding out-of-court settlement to which Cookie Information is a party, and for reasonable attorney’s fees and expenses (including expert fees and expenses) reasonably incurred by Cookie Information in connection with any such claim.
11.3.6 Customer shall indemnify Cookie Information for all third-party claims in relation to Customer’s use of the free version of the Services.
11.4 Exclusive Remedy. The indemnities set forth herein represent the indemnifying Party’s sole liability to, and the indemnified Party’s exclusive remedy against, the other Party for any type of Claim described in the relevant indemnity clauses.
11.5 Indemnification procedure. A Party that intends to claim indemnification shall promptly notify the other Party in writing of any claim, complaint, suit, proceeding or cause of action with respect to which the Party intends to claim indemnification. No settlement of any such claim shall be made without the prior consent of the Indemnifying Party, which consent shall not be unreasonably withheld.
12. LIMITATION OF LIABILITY
12.1 The Parties are only liable for direct damages under this Agreement.
12.2 Neither Party shall be liable for any indirect, special, incidental or consequential damages, including (but not limited to) loss of data, goodwill, profit, revenue or business interruption. In addition, Cookie Information shall have no liability for any losses caused by viruses or other harmful code that originate from, or are introduced through, third-party materials not supplied by Cookie Information.
12.3 The aggregate liability of Cookie Information, whether in contract or tort, shall not exceed (i) the total Subscription Fees actually paid by the Customer during the twelve (12) months immediately preceding the event giving rise to the claim, or (ii) if the Customer has subscribed to the Services for a shorter period, an amount equal to twelve (12) times the average monthly Subscription Fee paid during such shorter period.
12.4 In no event shall Cookie Information or its subcontractors be liable for:
(i) permanent or temporary inability to provide the Services or failure to perform or improper performance of the Services due to Force Majeure or any other circumstance for which Cookie Information or its subcontractors is not responsible in accordance with generally applicable law;
(ii) consequences of improper use of Services by the Customer;
(iii) consequences of the Customer’s breach of the Agreement;
(iv) consequences of the use of information authorising access to the Services by third parties, if these persons came into possession of this information as a result of its disclosure by the Customer or as a result of insufficient protection of information by the Customer against access by such persons.
12.5 The Parties’ liability is not limited in relation to:
12.5.1 death or personal injury caused by the other Party’s negligence;
12.5.2 fraudulent misrepresentation, wilful misconduct or gross negligence;
12.5.3 any claim arising from the infringement or misappropriation of the intellectual property rights of Cookie Information or its subcontractors
12.6 Any kind of limitation of liability shall not apply to any claim by Cookie Information related to the Fees provided for under this Agreement.
12.7 To the extent permitted by law, Cookie Information excludes all liability for damages in relation to the Customer installing, using or downloading third-party materials in connection with the Services. Cookie Information makes no representations and provides no warranties in relation to third-party materials. In particular, to the full extent permitted by law, Cookie Information excludes all liability for any damage (including, without limitation, loss of data, interruption to business and loss of profits) resulting from viruses or any other consequence of using or downloading any Third-Party Materials.
13. TERM AND TERMINATION
13.1 Term of Agreement. The Agreement and Your subscription to the Services will be effective from the moment You sign up for our Services and until the subscription and the Agreement are terminated by You or Cookie Information, or as otherwise agreed upon with Cookie Information.
13.2 Termination for convenience: You may cancel Your subscription(s) together or separately with one month’s notice by contacting us at support@cookieinformation.com.
13.2.1 Any termination for convenience is conditional upon the Customer removing the Cookie Information scripts when the termination takes effect, as the Services will still be in effect until such scripts are removed.
13.2.2 In case of termination for convenience, any advance payments will not be refunded.
13.3 Termination for cause. A Party may terminate this Agreement for cause by notice in writing: (i) if the other Party is in material breach of this Agreement, including – without limitation – by failing to comply with applicable law and fails to cure such breach within thirty (30) days of receipt of written notice of the such material breach from the non-breaching Party; or (ii) if the other Party becomes the subject of an insolvency event.
13.4 Auto-Renewal. The subscription will automatically renew for successive terms equal to the initial subscription period unless the Customer provides written notice of termination no later than thirty (30) days before the end of the current subscription term. Upon renewal, the Subscription Fees will be adjusted in accordance with Section 5.5.
14. FORCE MAJEURE
14.1 Neither Party shall be responsible nor liable for any failure or delay of performance under this Agreement if caused by a force majeure event, such as an act of war, cyberattack, government restrictions or regulations including sanctions and trade embargos or any other event outside the reasonable control of the obligated Party (“Force Majeure Event”). If such event continues for more than thirty (30) days, either Party may terminate the Agreement upon written notice to the other Party. A Force Majeure Event shall not excuse a Party from meeting its payment obligations under this Agreement.
15. ASSIGNMENT
15.1 A Party may not assign or transfer this Agreement without the prior written consent of the other Party, which it cannot unreasonably withhold. Notwithstanding the foregoing, upon prior reasonable notice, a Party may assign or transfer this Agreement to any of its Affiliates.
15.2 For the avoidance of doubt, each Party may transfer its rights and obligations under this Agreement in connection with a business transfer, including – without limitation – a merger, demerger or sale of all or substantial parts of its activities to a third party, without obtaining the prior consent of the other Party.
16. GOVERNING LAW, JURISDICTION AND DISPUTE RESOLUTION
16.1 Governing Law. This Agreement and its performance under it shall be governed by, and construed in accordance with, the laws of Denmark without regard to any portion of its choice of law principles and excluding any application of the United Nations Convention on Contracts for the International Sale of Goods.
16.2 Venue: In the event of any dispute or disagreement arising under or in connection with this Agreement (including a dispute or disagreement as to the validity of the Terms or the Agreement), such dispute or disagreement will be referred to and resolved under the exclusive jurisdiction of the Danish courts.
17. GENERAL PROVISIONS
17.1 Each Party confirms that this represents the entire understanding and constitutes the whole agreement between the Parties.
17.2 Cookie Information reserves the right to change these terms of the Agreement from time to time. If such changes are considered material, Cookie Information will inform You about the changes by email, and the changes will take effect one month after a such email has been sent. Your continued use of Services after such changes will constitute acknowledgement and acceptance of the modified terms of Agreement.
17.3 If any term, provision or part of this Agreement is to any extent held invalid, void or unenforceable by a court of competent jurisdiction, the remainder of the Agreement, as applicable, will not be impaired or affected thereby, and each term, provision and part will continue in full force and effect, and will be valid and enforceable to the fullest extent permitted by law.
17.4 The Parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship between the Parties.
17.5 Cookie Information may use Customer’s name and logo in marketing material and on Cookie Information’s domains.
SECTION II – ANALYTICS – SPECIFIC TERMS
18. ANALYTICS SUITE SERVICES
18.1 Analytics Suite provides several modules that are internally connected and able to process information between each other. The service is used to analyze the use of websites by the Customer’s visitors, manage other marketing tools, personalize content viewed by the visitor, onboard any other data of the Customer and create audiences.
18.2 The Analytics service will only be activated and begin collecting data after the Customer implements the required plugin or tracking script in the Customer’s website or application. The Customer may at any time object to or opt out of the Analytics service by notifying Cookie Information. In such case, Cookie Information will not activate or (if already active) will disable the Analytics service for that Customer and will delete any associated Analytics account or data.
18.3 By using Analytics Suite, You hereby acknowledge that: (i) you or your Operators may send, receive, upload, retrieve, and/or otherwise transmit or recover Subscriber Data to or from the Services; (ii) you bear the entire and sole responsibility for the accuracy, reliability, usefulness, completeness, and contents, of any and all such Subscriber Data, including but not limited to any loss, liabilities or damages that arise or result from the Subscriber Data (without limiting the foregoing, you are solely responsible properly handling and processing notices sent to you, your Operators or any of your Affiliates by any person claiming that Subscriber Data violates such person’s rights, including notices pursuant to any applicable law) (iii) you have obtained a sufficient consent for processing the Subscriber Data or have performed an assessment to establish a legitimate interest to process such data.
18.4As between You and Cookie Information, You or Your licensors own all right, title, and interest in and to Subscriber Data. Except as otherwise provided in this Agreement, Cookie Information obtains no rights under this Agreement from You or Your licensors to Subscriber Data. You consent to our use of Subscriber Data to provide the Services to any Operators.
18.5 By providing or otherwise making available any Subscriber Data in connection with the Analytics Services, You hereby represent and warrant that You own or have the necessary rights to, send, upload, transmit, provide or otherwise provide the Subscriber Data to the Services and to Cookie Information, and the provision of the Subscriber Data to, and use of the Subscriber Data by, with, or through the Services under this Agreement will not violate or infringe any third party intellectual property rights, or other rights, including but not limited to privacy, copyright, patent, trademark or trade secret rights.
18.6 By providing or otherwise making available any Subscriber Data in connection with the Analytics Services, You hereby represent and warrant that the Subscriber Data: (i) does not and will not contain any viruses, worms, malware, “Trojan horses” or any generally harmful, malicious, or destructive code; and (ii) is not spam, is not generated by any bots or harmful software designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (for example and without limitation, “phishing”) or mislead recipients as to the source of the material (for example and without limitation, “spoofing”).
18.7 By submitting any Subscriber Data to Cookie Information, You hereby grant Cookie Information a worldwide, royalty-free, and non-exclusive right to reproduce, process and publish the Subscriber Data solely for the purpose of enabling Cookie Information to provide you with Analytics Services.
18.8 You hereby understand and agree that at all times Cookie Information reserves the right (but does not assume the obligation), to be exercised in its sole discretion in the event it deems you to be in violation this Agreement especially as in clause 18.14, in Cookie Information’s sole discretion, either to (i) delete or remove any Subscriber Data; or (ii) terminate or deny access to and use of the Services to You or any other party.
18.9 You are responsible for Operators’ use of any Subscriber Data and the Analytics Services. You will ensure that all Operators comply with Your obligations under this Agreement and that the terms of your agreement with each Operator are consistent with this Agreement. If You become aware of any violation of Your obligations under this Agreement by any Operator, you will immediately terminate such Operator’s access to Subscriber Data and the Analytics Services.
18.10 To use the Analytics Services the Customer must have a device with Internet access and web browser.
18.11 Cookie Information will use commercially reasonable efforts to make the application available with the monthly uptime percentage (as set forth below) of not less than 99.0%. In case of Analytics Services provided free of charge: in the event hosting does not meet the above mentioned level the Customer is not entitled to any compensation.
18.12 Service Level Agreement for Paid Analytics Services. This SLA applies to Analytics Services for which the Customer pays a recurring Subscription Fee. Where the Customer receives Analytics Services without charge (for example, during a trial period or any other temporary non-paid arrangement), the uptime target in clause 18.11 remains applicable, but no Service Credits or other monetary remedies are available in respect of such non-paid use.
18.12.1 Cookie Information will use commercially reasonable efforts to make hosting available with the applicable Monthly Uptime Percentage (as set forth below) during any applicable billing cycle (the “Service Commitment”). In the event hosting does not meet the Service Commitment, You will be eligible to receive a Service Credit as described below.
18.12.2 Service Credit is calculated as a percentage of the total charges paid by You for the Analytics Suite subscription (excluding professional services) for the billing cycle in which the error occurred in accordance with the schedule below.
Monthly Uptime Percentage is less than uptime guarantee from Your bill – Service Credit: 25%
18.12.3 Cookie Information will apply any Service Credit (as such term is defined above) only against future hosting payments otherwise due from You. At Cookie Information’s discretion, it may issue the Service Credit for the billing cycle in which the error occurred. Service Credit will not entitle You to any refund or other payment from Cookie Information. A Service Credit will be applicable and issued only if the credit amount for the applicable monthly billing cycle is greater than five dollars ($5) or five euro (5€). Service Credit may not be transferred or applied to any other account.
18.12.4 The Service Commitment does not apply to any unavailability, suspension or termination of hosting, or any other hosting performance issues: (i) that result from a termination of Your account as described in the Services Agreement; (ii) caused by factors outside of Cookie Information’s reasonable control, including any force majeure event or Internet access or related problems; (iii) that result from any actions or inactions of You or any third party; (iv) that result from Your equipment, software or other technology and/or any third party equipment, software or other technology (other than third party equipment within Cookie Information’s direct control); or (v) arising from our suspension and termination of Your right to use hosting in accordance with the Agreement. If availability is impacted by factors other than those used in our calculation of the Average Error Rate (as such term is defined below), then Cookie Information may issue a Service Credit considering such factors at its discretion.
18.12.5 “Average Error Rate” means an average of: (i) total number of internal server responses divided by (ii) the total number of valid requests for the applicable request type during each five minute periods in the month. The calculation of the number of internal server errors will not include errors that arise directly or indirectly as a result of any of the Exclusions (as set forth above). A “Service Credit” is a fraction of the monthly service fee, calculated as set forth above, that we may credit back to an eligible hosting account.
18.13 Monitoring of Your activity.
18.13.1 Due to the fact that Cookie Information wants to continue to improve the Analytics Services and provide in-app communication with Operators for the benefit of You or any of Your Operators, Cookie Information may (but do not have an obligation to) monitor your activity on the Services. Any such data shall not be used for any other purpose than analysis and services improvement. The data collected shall be limited to Opetators’ behavior in the Analytics Suite user interface and related server logs. For the avoidance of doubt, as part of monitoring activity, Cookie Information shall not monitor or otherwise process the Subscriber Data.
18.13.2 By using the Analytics Services, You specifically agree to monitoring You in this manner.
18.13.3 You understand, however, Cookie Information cannot and does not make any warranties or guarantees that: (i) the Analytics Services, or any component thereof, will be made free from error or inaccuracy as a result of such monitoring or free from unauthorized and/or unacceptable use as a result of such monitoring; (ii) any statements or factual items presented by the Analytics Services will be free from error or authenticated; or (iii) Cookie Information will take any action in the event of any non-compliance with this Agreement.
18.14 Compliance with Law. Any use of the Analytics Services including but not limited to posting, distributing, or otherwise making available any Subscriber Data must be lawful and You expressly agree to avoid any Use that is potentially or actually unlawful, harassing, libelous, abusive, threatening, harmful, bigoted, racially offensive, obscene or otherwise objectionable, or that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or international law, regulation or judicial ruling. You shall not falsely claim to be or represent any third parties including but not limited to Cookie Information personnel or another user or member.
18.15 Termination. You agree not to use or attempt to use the Analytics Services, for any fraudulent, unlawful, harassing or abusive purpose, or so as to damage or cause risk to our business, reputation, employees, subscribers, facilities, or to any person. Improper use constitutes the material breach of the Agreement and may result in suspension of the Analytics Services or termination of the Agreement, at sole discretion of Cookie Information. Improper uses include, but are not limited to:
a. The violation of any applicable law or regulation;
b. The posting or transmission materials and/or content that infringes a third party’s rights, including copyright or trademark laws;
c. Posting or transmitting Subscriber Data that is in Cookie Information’s sole discretion and judgment is considered unlawful, defamatory, infringing, libelous, slanderous, indecent, improper, offensive, in bad taste, inconsistent, violent, threatening, harassing, hateful or disparaging to Cookie Information’s or its subcontractors, its trade name, and public image;
d. Attempting to intercept, collect or store data about third parties without their knowledge or consent, in an unlawful fashion with the intention to cause harm to any such third-party;
e. Deleting, tampering with or revising any material posted by any other person or entity;
f. Accessing, tampering with or using non-public areas of the Analytics Services or any Cookie Information’s or its subcontractors website or Cookie Information’s or its subcontractors computer systems and network;
g. Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures;
h. Attempting to access or search the Analytics Services with any engine, software, tool, agent, device or mechanism other than the software and/or search agents provided by us or other generally available third party web browsers;
i. Sending or attempting to use the Analytics Services to send unsolicited messages, including without limitation, “pyramid schemes”, “spam”, “chain mail”, “junk mail”, or any similar form of solicitation;
j. Attempting to decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Analytics Services or any other services provided by Cookie Information;
k. Interfering or attempting to interfere with the access of any user, host or network, including without limitation, sending a “virus” to the Services, any other services provided by Cookie Information or any other user, overloading, “flooding,” “spamming,” “crashing,” or “mail bombing” the Services;
l. Impersonating or misrepresenting Your affiliation with any person or entity;
m. Providing faulty or invalid credit card payment information such that Cookie Information cannot process payment for any reason.
18.16 Subscriber Data Retention. Unless specified otherwise, Cookie Information shall make the Subscriber Data available for 14 months from the date the data has been captured. Extended retention periods may be available as an Add-On or in higher subscription tiers, as set out in the Pricing Schedule.
18.17 Warranty Disclaimer.
18.17.1 Unless otherwise mutually agreed upon, the Analytics Services are provided “as is” and “as available”. Cookie Information, its subcontractors, suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither Cookie Information nor its subcontractors, suppliers, licensors, directors, employees, content providers, agents and Affiliates, makes any warranty that the Analytics Services will be error free or that access thereto will be continuous or uninterrupted, unless otherwise provided for by applicable law. You understand that You use the Analytics Services at Your own discretion and risk.
18.17.2 The Customer may submit reservations related to the Services, their functioning and quality by way of a complaint (“Complaint”). The Customer’s Complaint should be sent to Cookie Information in writing or by email to support@cookieinformation.com and should contain: (i) Customer’s data enabling contact with him, including data identifying the person submitting the Complaint; (ii) the Instance web url address the Complaint relates to; (iii) the subject of the Complaint, the period to which the Complaint relates and presentation of the circumstances justifying the Complaint; (iv) the date of making the Complaint and the date of the occurrence of the circumstances justifying the Complaint.
18.17.3 Cookie Information will consider the Complaint within 14 days of receipt of a complete Complaint notification, provided that this time may be extended to 30 days in justified cases.
18.7.4 At all times during the term of the Agreement, Cookie Information shall hold all licenses, permits, consents, and agreements necessary for the provision of Analytics Services.
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