InterFormNG2 Manual

1.

LICENSEE

Licensee is stated and specified in the License Agreement.

2.

GRANT OF LICENSE

The Software is licensed as subscription.

The Licensee acquires a time limited, non-transferable, non-exclusive right to use the Software on the terms set in these Terms until the License Agreement is terminated according to Clause 15.

The version of the Software agreed upon is stated in the License Agreement.

Licensee agrees not to cause or permit reverse engineering, disassembly or de-compilation of the Software, unless otherwise provided by mandatory law.

Licensor will provide Licensee with one (1) object code, machine readable version of the Software together with access to a set of relevant user documentation in electronic form. The Software may only be copied and used within Licensee and only to the extent necessary for Licensee to use the Software within the rights granted in these Terms. The Software will be provided as a download option.

The License is granted on the condition of Licensee’s payment of the agreed License Fees according to Clause 9 below on due date.

3.

SCOPE OF LICENSE

The License is granted for specific volume, hardware serial number, server size or number of servers as stated in the License Agreement.

The License is furthermore granted for a basic version of the Software product, and some of the Software products comes with possible extra Software Modules as stated in the License Agreement.

The Software can only be used for Licensee’s own business operations and only for processing Licensee’s own data, and the Software may not be used by any third parties and may not be used by Licensee to process data belonging to third party.

Licensee may not transfer, assign, distribute, sub-license, rent, lease, lend, pledge the Software, the license, or rights of use to third party.

4.

MAINTENANCE

4.1

General

Licensors maintenance consist of regular updates (patches and releases) and support via the online support portal and is included in the License Subscription Fee.

The Licensee is sole responsible for the correct installing, implementing and setting up the Software on Licensees hardware. Licensor will provide technical standard guidelines for installation of the software in a standard it-environment. Maintenance does not include any on-site technical assistance with such installation, implementation or setup, and should Licensee require such assistance a separate agreement between the parties has to be entered into, and such service will be delivered by Licensor on a time-and-material basis on Licensor standard terms & conditions for products and service.

Maintenance services are provided forward for the acquired version of the Software and new versions, and new versions are included as long as the License Subscription is in place and paid for.  

The License Subscription services are provided for License Subscription Periods of minimum 12 months counting from the Effective Date according to the License Agreement. The License Subscription Period will automatically be renewed for another License Subscription Period unless terminated by either party with a written notice of at least 2 months to the expiry of current License Subscription Period.

Maintenance is provided for the product versions specified in the spotlight program, which is part of the product documentation found online.

4.2

Updates

All software updates for the Software will be accessible for Licensee through a link for download on Licensors website or online support portal. Updates can consist of error-correction and new functionality, and can require Licensee to also update third party software, drivers, operating systems, hardware etc. for an update to work properly.

Licensor does not warrant or guarantee that updates are compatible or will work properly with any developments, enhancement or modification to the Software or API’s made by others than Licensor. Licensor does not warrant or guarantee that new versions of the Software will have exact same functionality as older versions of the Software.

Updates are provided for the product versions specified in the spotlight program, which is part of the product documentation found online.

4.3

Support

Reporting a support incident starts by creating a ticket via the online support portal. The ticket is a prerequisite for support can be provided.

Support will be available within 9.00 – 16.00 (CET) on Business Days. Business Days are all weekdays, but not Saturday, Sunday, Danish Bank Holidays and the 24. and 31. December.

Licensor does not guarantee a fixed response time, but the normal response time will be within one Business Day.

The Support covers error reporting, troubleshooting of installation/implementation problems that are encountered by Licensee in direct relation to the Software, and only support to the extent that such support can be provided online. Support does not in any way cover on-site support even if that may be required for assisting properly. Support does not cover user training, operating systems, third party software or hardware.

Whilst Licensor will endeavour to support previous releases (all supported releases will be published under the spotlight program), Licensor may require Licensee to upgrade to current version to resolve a support issue.

4.4

Additional assistance

The obligations on the Licensor under this section 4, especially section 4.3, includes only guidance and specific advice on how to use the Software. Especially the following factors are not covered:        

- Responding to inquiries which necessitate that the Licensors consultants are physically present with the Licensee

- Defects and issues caused by equipment, telephone/internet connection, or third-party software which cannot be ascribed to the Software

- Inquiries regarding third-party equipment

- Deviation from Licensors best practice recommendations

In addition to the above, the documentation and guidance provided by the Licensor is provided as is and based on the Licensor best practice. If licensee chooses a different path than the best practice recommended by licensor e.g. but not limited to; certificate management, hardware/system, user and rights administration, network and firewall management such assistance and troubleshooting is not covered by support.

To the extend the Licensee requires individual or further assistance in access to what appears from the documentation and generally provided guidance, such assistance are not covered by the obligations under this section 4.

The Licensor reserves the right to invoice for the time which the Licensor has spent responding to inquiries that turn out to be outside the scope of the above. Invoicing for such services is done on the terms and at the prices applicable to the Licensors consultancy services from time to time.

4.5

Back-up License

On the condition that Licensee has a License Subscription in place, the Licensee can as part of the License Subscription chose to add a Back-up License. The Back-up License entitles Licensee – as long as the License Subscription is valid – to install a Back-up License on other premises and hardware than the normal production license is granted for, but only as a security and failover in emergencies should the normal production setup crash or not be accessible for users etc. Licensee cannot use both the production version and the Back-up License at the same time.  There is a special Back-up License Fee as stated in the License Agreement.

5.

TEMPLATES

Licensees with a valid License Subscription can purchase single templates or template-packages for use in the Software as an add-on service. Templates are made by Licensor based on guidelines from relevant trading partners etc. Using templates require the use of data in Licensors InterForm XML format by Licensee.

Templates may only be used together with a valid Software License, and does Licensee have more licenses (for each server) Licensee must acquire template copies/packages for each license/server. A template copy may not be used together with different Software Licenses and may not be copied, distributed, sub-licensed, lend or leased.

Licensor will create templates to the best of Licensors abilities accommodating trading partners guidelines. Licensor does however not in any way warrant that such templates are approved or accepted by the trading partner, and Licensee is solely responsible for getting approval or certification from the trading partner in question for the specific templates. Should a template not be compliant with a trading partner’s guideline Licensee should notify Licensor, and Licensor will use its best endeavours to remedy such lack of conformity within reasonable time and without additional cost for Licensee.

Templates will regularly be updated according to new future guidelines. Licensor is not necessarily informed about new guidelines etc. from trading partners but updated templates or template packages will be released by Licensor within 2 months from a guideline is brought to Licensors attention. Information about updates, new versions, new templates etc. will be sent to template subscribers and new/updated templates will be available for download, but Licensee is solely responsible for being updated on templates and the requirements from Licensees customers etc. The update service only covers updating of existing already purchased templates and does not include new templates or new documentation. Should Licensee wish to use any new templates such new templates must be purchased separately.

Licensor disclaims all liability for templates modified by Licensee, and modified templates are not covered by support, and are not updated.

Licensor is entitled to change the Software, including the InterForm XML structure and format, package structure, validator rules and adding/deleting package content which can have negative impact on templates and the use of the templates. Licensor will use reasonable endeavours to make the said changes with as little negative impact as possible but makes no warranties in that respect. Does a change as described above make the templates unusable Licensee may immediately terminate the agreement regarding the affected templates with effect going forward.

6.

DUTIES OF THE LICENSEE

6.1

The Licensee shall contribute to facilitating the Licensors performance of its duties under the License Agreement.

6.2

The Licensee must accommodate any reasonable and reasoned requests that the Licensor may make regarding the use of the Software, and they must follow general procedures applicable to the use of the Software.

6.3

The Licensee shall comply with all applicable local, state, national and foreign laws in connection with its use of the Software, including those laws related to data privacy, international communications, and the transmission of technical or personal data.

6.4

The Licensee acknowledges that the Licensor exercises no control over the content of the information transmitted by Licensee through the Software. Licensee shall not upload, post, reproduce or distribute any information, software or other material protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights.

Licensee shall: (a) notify Licensor immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (b) report to Licensor immediately and use reasonable efforts to stop any unauthorized use of the Software that is known or suspected by Licensee, and (c) not provide false identity information to gain access to or use the Software.

7.

INTELLECTUAL PROPERTY RIGHTS

All rights, title and interest – including all intellectual property rights (copyright, design right, patent etc.) – in or in connection with the Software (including source code, documentation, developer guides and other materials provided under the License Agreement) whether registered or not, shall remain the sole property of Licensor.

Licensee does not acquire or obtain any rights of ownership or intellectual property rights to or right to sub-license, lend or lease the Software.

Rights to Third Party Components furnished by Licensor together or in connection with the Software are regulated in Clause 8 below.

8.

THIRD PARTY COMPONENTS

The Software may contain or be accompanied by certain Third Party Components, which may be provided subject to licenses, which disclaim all warranties, express or implied. Licensor and its respective third party licensors MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED WITH RESPECT TO THIRD PARTY COMPONENTS, INCLUDING, BUT NOT LIMITED TO, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTY OR SUITABILITY, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. Third Party Components may be accompanied by certain notices or license documentation relating to such Third        Party Components. Licensee shall comply with the terms of all Third Party Components governing Licensee’s use of such Third Party Components.

The following Third Party Component can at the moment be embedded in some of the Software: Swiftview, JAVA and VeryPDF. Should Licensor wish to know what exact third party component is embedded in the Software acquired by Licensee, Licensee can contact Licensor for more information.

As separate software products from third party Licensor can also distribute and sub-license the following third party software: BlueSeries Fax and Next. For more information about these products and license terms please contact Licensor.

9.

LICENSE SUBSCRIPTION FEES AND TERMS OF PAYMENT

License Subscription Fees (including any Maintenance Fees and Templates Fees) and the agreed payment plan are stated in the License Agreement. All fees are paid in advance.

Licensee will have to pay a yearly License Subscription Fee according to the License Agreement. Such License Subscription Fee also include support and maintenance.

Templates: Template fees will follow the payment plan for License Subscription.

New licenses or extension of current licenses: Should the parties agree upon new Licenses or extension of current licenses the License Subscription Fee will appear from the new License Agreement or addendum to the current License Agreement, and the License Subscription Fee must be paid proportional for the rest of the current Subscription period. Should Licensee choose to limit the use of the Software, terminate the License Agreement in whole or in part, Licensee will not be entitled to any reimbursement or compensation in regard to already paid License Subscription Fees.

Fees stated in quotations, the License Agreement etc. does not include any taxes. To the extend Licensor is required to pay any taxes, such as but not limited to, import tax, VAT, Withholding tax, regarding the License Subscription and/or any services delivered by Licensor to Licensee according to the License Agreement and/or these Terms then such taxes shall be invoiced to and paid by Licensee.

Unless otherwise stated in the License Agreement all invoices from Licensor are due 30 days after the invoicing date. Invoices unpaid after due date will be subject to an interest rate of 2% per month from due date until the invoice including any imposed interests is fully paid.

Should Licensee not pay the License Subscription Fee including any agreed template fees and should Licensee fail to pay fees for any consultancy services rendered in connection to the License Subscription, Licensor is without further warning or notice entitled to suspend all further services and withhold any deliveries and services until full payment has been received.

All prices can by Licensor be adjusted with a written notice at minimum the same length that applies for termination according to Clause 15. License Subscription Fees will however automatically increase by minimum two (2) percent 1. of January every year.

10.

LIMITED WARRANTY

EXCEPT AS EXPRESSLY SET FORTH HEREIN, LICENSOR MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE SOFTWARE IS A STANDARD PRODUCT AND IS PROVIDED “AS IS” AND LICENSEE DISCLAIMS ANY AND ALL OTHER WARRANTIES. LICENSOR WILL NOT WARRANT THAT THE SOFTWARE WILL MEET THE REQUIREMENTS OF LICENSEE, OR OPERATE IN THE ENVIRONMENT AND ON THE HARDWARE CHOSEN BY LICENSEE.

THE FOLLOWING CAUSES FOR ERRORS ARE EXPLICIT DISCLAIMED (NOT AN EXHAUSTIVE LIST):

- Should Licensee not follow Licensor support instructions and guidelines, including installing any patches.

- Malfunction due to upgrade of or error in OS or any other third party product.

- Malfunction due to Printer or other hardware settings

- Malfunction due to import of fonts, images, or other data made with PCL5e drivers

- Malfunctions due to Licensees own settings.

- Should Licensee in any way try to modify the source code or try to circumvent any technical protection or limitation mechanisms in the Software.

Licensor represents and warrants that Software, excluding any Third Party Components, shall substantially conform in all material respects to the technical specifications and documentation accompanying the Software, as it exists on the date of delivery, for a period of 12 month from the Effective Date (The first Support Period), and within any following License Subscription Period paid for by Licensee. Licensor’s sole obligation under this warranty shall be limited to using its reasonable commercial efforts to correct defects in the Software and to supply Licensee with an update, as soon as practicable after Licensee has notified Licensor of such defects. Should Licensor fail to correct material defects, pledged by Licensee within the first License Subscription Period, within reasonable time, Licensee’s sole remedy shall be to terminate the License Agreement for the Software product in question and to receive a refund of the License Subscription Fee paid according to the License Agreement and the Software product in question. Should Licensor fail to correct material defects, pledged by Licensee after the expiry of the first License Subscription Period but under a following Support Period paid for by Licensee, within reasonable time Licensee’s sole remedy shall be to receive a refund of any License Subscription Fees paid according to the License Agreement and the Software product in question for the period within which the defect is pledged by Licensee.

11.

LIMITATION OF LIABILITY AND INDEMNIFICATION

IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR ANY DAMAGES RELATED TO THE LICENSE AGREEMENT AND/OR THE USE OF THE SOFTWARE OR MALFUNCTIONS OF OR ERRORS IN THE SOFTWARE OR SERVICES, INCLUDING ANY INDIRECT,        INCIDENTIAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, BUSINESS OPPERTUNITIES, REVENUE, DATA OR USE, INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION, OMISSION OR  NON-PERFORMANCE OF CONTRACT AND CONTRACTUAL OBLIGATIONS OR TORT.

IN NO EVENT SHALL LICENSOR’S TOTAL ACCUMULATED LIABILITY FOR DAMAGES FOR ANY REASON AND UPON ANY CAUSE OF ACTION WHATSOEVER EXCEED THE TOTAL LICENSE FEES ACTUALLY PAID BY LICENSEE ACCORDING TO THE LICENSE AGREEMENT, HOWEVER NEVER MORE THAN AN AMOUNT OF DKK 50.000.

THE LIMITATION ABOVE SHALL ALSO APPLY TO THE GREATEST EXTENT POSSIBLE FOR ANY PRODUCT LIABILITY.

However, the liability cap above is not applicable in case of Licensor acting in case of bad faith, intentional or with wilful misconduct.

Subject to the liability cap above Licensor shall indemnify, defend and hold Licensee harmless, from and against any and all claims, suits, demands, damages, liabilities, expenses (including, but not limited to, reasonable fees and disbursements of counsel and court costs) arising from or relating to the Software is infringing or violating any Intellectual Property Rights of a third party, provided that Licensee provides Licensor a written notice of such claim, suit or proceeding for infringement and giving Licensor – to the extent possible – the possibility to safeguard and defend Licensor’s interests.

If the Software or any part thereof become the subject of an Intellectual Property Rights infringement or violation, then Licensor will, at its own expense, promptly take the following actions: (i) secure the right necessary for the Licensee to continue using the Software as stated in the License Agreement and these Terms; or (ii) replace or modify the Software to make them non-infringing, such that the replacement or modification will not degrade the performance or quality of the Software in any material way; or (iii) if (i) or (ii) is not possible within reasonable commercial efforts and considering the remedy costs compared to the Fees paid by Licensee, to reimburse Licensee any Fees paid according to the License Agreement.

The forgoing states the entire liability of Licensor to the Licensee in respect of the infringement of the intellectual property rights of any third party.

The provisions of these Terms allocate the risks between the parties. The pricing of Licensor reflects this allocation of risk and the limitation of warranty and liability specified in this Clause and Clause 9.

12.

CONFIDENTIALITY

12.1

Before, during and after termination of License Agreement, the Parties are obligated to unconditional confidentiality regarding each other’s matters, including information on clients and other matters which may come to the Parties’ knowledge during the cooperation and which ipso facto should not be passed on to a third party. Confidential information shall mean any and all information (whether disclosed or obtained in writing, orally, in electronic form, by demonstration or otherwise or in other forms) received or obtained about either Party, which (i) by its nature should be treated confidentially or (ii) which have been marked or otherwise designated by Licensee as confidential prior to or after disclosure or receipt, or (iii) which constitutes personal data pursuant to the applicable data protection legislation at the time in question.

12.2

Confidential Information shall not include such information which (i) is or has become publicly known other than through a breach of a confidentiality obligation, (ii) has been received from an independent third party without any restrictions or obligation of confidentiality, or (iii) which the Licensor can demonstrate has been independently developed by him prior to disclosure.

12.3

Confidential Information shall only be used for the purpose of the License Agreement and/or these Terms. Confidential Information shall not without the prior written consent of a Party be used for any purpose other than in connection with the purpose for which such Confidential Information was disclosed or received.

12.4

The confidentiality undertakings set out in this Agreement shall apply to any directors, employees, advisors and representatives and possible subcontractors associated with a Party.

12.5

A Party shall promptly notify the other Party in any case of unauthorized access, use, copying or disclosure of confidential information of which the Party becomes aware and shall use its best endeavours to terminate such access, use, etc. and shall provide all reasonable assistance requested by a Party in this connection.

12.6

The obligations undertaken by a Party under this License Agreement to maintain confidentiality shall not apply to the extent a Party is or becomes under an obligation to disclose confidential information (i) by order of a court of competent jurisdiction, or (ii) under statutory law.

13.

HANDLING OF PERSONAL DATA

13.1

It is the Licensee who own the data submitted to the System.

13.2

The Parties do not expect for either Party to process data.

13.3

All data will be shared on an anonymized basis only. Both Parties are under an obligation to secure that no data is shared with or made accessible to the opposite Party before being subject to duly anonymization.

13.4

Notwithstanding this, some situations of support or consultancy services may imply a temporary access by the Licensor to the Licensee system containing personal data. In case Licensor in connection with, or in continuation of, the License Agreement becomes aware of personal data, the Licensor is obliged to ensure that the personal data is not accidentally or unlawfully destroyed, lost or impaired or brought to the knowledge of unauthorised third parties, abused or otherwise processed in a manner which is contrary to applicable data protection legislation at the time in question.

13.5

Any handling of personal data by either Party shall always be in compliance with their respective obligations under the Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and any other or additional data protection, privacy or similar laws that apply regarding personal data processed in connection with this Agreement.

13.6

Licensor must always comply with security instructions etc. from Licensee when getting access to Licensee’s systems and property, and Licensor is aware that his actions and traffic in Licensee’s systems may be monitored.

13.7

Licensor, including directors, employees, advisors and representatives, is obliged to notify Licensee immediately where the Licensor in connection with, or in the continuation of, the Business Purpose becomes aware of an interruption in operation, a suspicion that data protection rules have been breached or other irregularities in connection with the processing of the personal data occur, whether disclosed or obtained in writing, orally, in electronic form, by demonstration or otherwise.

13.8

Licensor is obliged to assist Licensee to a reasonable extent, where relevant, when handling personal data breaches and request from data subjects pursuant to the applicable data protection legislation at the time in question.

13.9

Licensee shall compensate the Licensor for the time used on assisting with personal data breaches and requests from data subjects.

14.

MISCELLANEOUS

14.1

Force Majeure

Neither party will be liable to the other for failure or delay in the performance of a required obligation if such failure or delay is caused by strike, lockout, act of war or terror, riot, fire, flood, natural disaster, breakdown of supply of any third party or public communication lines or infrastructure, or other similar causes beyond such party’s control (“Force Majeure”), provided that such party gives prompt notice of such condition and resumes its performance as soon as possible, and provided further that the other party may terminate the License Agreement is such condition continues for a period of 60 days. Force Majeure may however not extend payment obligations more than 30 days.

14.2

Assignment

Licensor may assign or transfer its rights and obligation under License Agreement and these Terms to at third party at any time without prior notice to or consent from Licensee.

14.3

Audit

Licensor may, at its expense, audit Licensee’s use of the Software. Any such audit shall be conducted during regular business hours and shall not unreasonably interfere with Licensee’s business activities.  Audits shall be conducted no more than once annually.

Licensor or its agent may perform the audit. If an audit is to be conducted by an agent for Licensor, Licensor shall inform Licensee of such fact and provide Licensee with the name of the agent at least twenty (20) business days prior to the start of the audit. Licensor’s agent must be an accredited and nationally known accounting firm (“Auditor”), who executes a non-disclosure agreement reasonably acceptable to. The audit shall be conducted upon thirty (30) calendar day’s prior written notice.

All Licensor’s personnel (or Auditor’s personnel) performing an audit shall be subject to the “Confidentiality” provisions of these Terms. The parties agree that all materials gathered by Licensor’s audit team are confidential to Licensee and shall be treated as such and shall be controlled by Licensor under the “Confidentiality” provisions of these Terms. Licensor and Auditor’s employees conducting an audit shall be subject to the same security and safety policies, procedures and regulations when entering onto Licensee’s property, as Licensee’s employees.

14.4

The Licensee warrants that all use of the Software takes place for legal purposes and in compliance with legislation applicable from time to time. If the Licensor finds that the Licensee has caused a security compromise, or if the Software is used, or there is an attempt to use it, for illegal/wrongful purposes, the Licensor reserves the right to prevent the Licensee from partly or fully using the Software, and any illegal/wrongful material will be removed, particularly in cases where the Licensor may risk to become liable by remaining passive in connection with breaches that have been found, cf. e.g. the Act on E-Commerce. Prior to removing material from the Software, the Licensor will, to the extent possible, notify the Licensee in writing giving the Licensee the opportunity to correct the matter within a certain deadline.  

The Licensee must indemnify the Licensor of any claim made to the Licensee as a result of the Licensee’s abuse of the Software or generally wrongful conduct.

14.5

Interpretation

In case of discrepancies between these Terms and the License Agreement, the License Agreement takes precedence.

15.

TERM & TERMINATION

The License is granted from, and these Terms will take effect from the Effective Date stated in the License Agreement and will continue unless terminated because of breach or Force Majeure or terminated by either party without cause but with the following written notice; by Licensee with a notice of 2 months to the end of a year, or by Licensor with a notice of 6 months to the end of a year. The parties can have agreed upon a period of irrevocability stated in the License Agreement, if so, the Licence can only be terminated by the end of the year following such period of irrevocability.

Template agreements: Can by both parties be terminated with the same notice that applies for the License Subscription.

Termination due to breach: Licensor can terminate the License Agreement and the License granted without further notice, if Licensee is in breach of a material obligation under these Terms, which includes e.g. violation of Scope of License, infringement of intellectual property rights belonging to Licensor and failure to pay the agreed License Fees on time, and fails to pay within 30 days after written notice specifying the breach. Licensor can also terminate the License Agreement and the License granted on said terms, if the Licensee fails to pay fees for any consultancy services rendered from the Licensor. A termination shall not relieve Licensee for its obligation to pay all Fees accrued prior to termination and until Licensee under normal condition could have terminated the agreement.

Effects of termination – Upon termination, regardless of any cause, Licensee shall promptly cease using the Software and upon written request from Licensor by written notice certify that Licensee has uninstalled all copies of the Software and destroyed or returned all copies of the Software. This applies to all versions and copies of the Software licensed to Licensee, partial or complete, on any kind of media including backups.

16.

GOVERNING LAW AND VENUE

Any dispute arising out of or in relation to the License Agreement, these Terms and/or the use of the Software or any other service furnished by Licensor, shall be governed by and construed exclusively in accordance with the laws of Denmark. The parties agree to the exclusive jurisdiction and venue of the city court of the home jurisdiction of Licensor.