TERMS AND CONDITION ( SALON SUBSCRIPTION )

Thanks for using Salon-Manager! These Salon-Manager Terms of Service (these “Terms”) describe your rights and responsibilities as a customer of our services.

The Agreement is entered into by and between Salon Manager ApS and The Salon. If you are accessing or using the Services on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” reference your company.

This Agreement permits Salons to purchase subscriptions to online. This Agreement will govern Salon’s initial purchase on the Effective Date as well as any future purchases made by salons that reference this Agreement. Each Service is provided on a subscription basis for a set term designated on the Order.

Modifications to this Agreement: From time to time, Company may modify this Agreement. Unless otherwise specified by Company, changes become effective for Customer upon renewal of Customer’s current Subscription. Company will use reasonable efforts to notify Customer of the changes through communications via Customer’s account, email or other means. Continued use of the Services after the updated version of this Agreement goes into effect will constitute Customer’s acceptance of such updated version. If the Customer objects to such changes, Customer may terminate the applicable Subscription Term and receive as its sole remedy a refund of any fees Customer has pre-paid for use of the applicable Services for the terminated portion of the Subscription Term.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING ANY SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE ANY SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.

1. SALON MANAGER SERVICES
   1. Subject to the terms of this Agreement and during the Subscription Term specified in an applicable order, Company will use commercially reasonable efforts to provide Customer the Services in accordance with this Agreement. As part of the registration process, Customer will identify an administrative username and password for Customer’s Company account.
   2. If Customer receives access, then Customer may use the Services in accordance with the terms and conditions of this Agreement.
2. RESTRICTIONS AND RESPONSIBILITIES
   1. Directly or indirectly: reverse engineer the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software;
   2. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with this Agreement and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Company against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services (including but not limited to content Customer uses in conjunction with the Services). Although Company has no obligation to monitor Customer’s use of the Services, Company may do so and may prohibit any use of the Services it believes may be in violation of the foregoing.
   3. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”), other than the provided equipment (if any) specified in Exhibit A. Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
   4. Each party acknowledges it is responsible to comply with all applicable requirements of the General Data Protection Regulation (GDPR) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time. The Parties acknowledge that:
      1. If the Company processes any personal data on the Customer’s behalf when performing its obligations under this Agreement, the Customer is the data controller and the Company is the data processor for the purposes of the GDPR;
      2. The Data Processing Addendum attached hereto in Schedule 2 to this Agreement sets out the parties’ obligations under the GDPR; and
      3. The personal data may be transferred or stored outside the EU or the country where the Customer and the authorized users are located in order to carry out the Service and the Company’s other obligations under this Agreement.
   5. Company may at any time suspend any use of the Service and/or remove or disable any content as to which Company reasonably and in good faith believes is in violation of this Agreement. Company agrees to provide Customer with notice of any such suspension or disablement before its implementation unless such suspension or disablement is necessary to comply with legal process, regulation, order or prevent imminent harm to the Service or any third party, in which case Company will notify Customer to the extent allowed by applicable law of such suspension or disablement as soon as reasonably practicable thereafter.
3. CONFIDENTIAL INFORMATION AND PROPRIETARY RIGHTS.
   1. Either party has disclosed, or may disclose, business, technical or financial information relating to its business (“Confidential Information.”) Confidential Information of Company includes non-public information regarding features, functionality and performance of the Service. Confidential Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services (“Customer Data.”) A party receiving confidential information (“Receiving Party”) from the party disclosing Confidential Information (“Disclosing Party”) agrees: (a) to take reasonable precautions to protect such Confidential Information, and (b) not to use (except in performance of the Services or as otherwise permitted in this Agreement) or divulge to any third person any such Confidential Information. The obligations of confidentiality stated in this section shall survive for five (5) years from the last date Customer uses the Service.
   2. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that: (a) the information is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Confidential Information of the Disclosing Party; or (e) is required to be disclosed by law.
   3. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required: (a) to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order shall first have given written notice to the other party and made are a reasonable effort to obtain a protective order; or (b) to establish a party’s rights under this Agreement, including to make required court filings; or (c) in confidence, to legal counsel, consultants, accountants, banks, and financing sources, and their advisors; (d) the terms and conditions of this Agreement in confidence, in connection with an actual or proposed merger, acquisition, or similar transaction; or (e) to respond to an emergency which Company believes in the good faith should be disclosed to assist in preventing the death or serious bodily injury of any person or material damage to property.
   4. Company shall own and retain all right, title and interest in and to (a) the Services and Software, including all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with Implementation Services, and (c) all intellectual property rights related to any of the foregoing.
   5. Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and development of related systems and technologies.
4. PAYMENT OF FEES
   1. Customer will pay Company the fees specified in the subscription plan. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 30 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to Company’s customer support department.
   2. Fees are due and payable thirty (30) days after the date of the invoice, unless (a) Customer is paying via Credit Card, MobilePay. Unpaid amounts are subject to a finance charge of 100 DKK per month on any outstanding balance. Customer shall be responsible for all taxes associated with Services other than taxes based on Company’s net income.
   3. If Customer is paying via Credit Card, and agreeing to purchase any Services, Customer hereby authorizes Company (or its designee) to automatically charge Customer’s Credit Card on the same date of each calendar month (or the closest prior date. Customer acknowledges and agrees that the amount billed and charged each month subscription fees for the remainder of Customer’s applicable billing period.
5. RENEWALS, TERM AND TERMINATION
   1. Subject to earlier termination as provided below, this Agreement is effective as of the Effective date. It shall remain in effect unless terminated; provided that this Agreement shall automatically terminate upon the earlier of (a) the termination or expiration of all Subscription Terms or (b) termination as provided in Section 5.2 below. Each Subscription Term will automatically renew for additional period of the initial Subscription Term specified.
   2. Either party may terminate this if the other party materially breaches any of the terms or conditions of this Agreement and such breach remains uncured following thirty (30) days. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make all Customer Data available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may, but is not obligated to, delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
6. LIMITATION OF LIABILITY
   NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY SHALL BE RESPONSIBLE OR LIABLE FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Service Level Terms (applies to Enterprise plan only)

Service Availability
The Services shall be available 99.9%, measured monthly, including holidays and weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance.
The scheduled time for maintenance is 9:00. to 18:00. We may expand these scheduled times provided that we notify you at least one day in advance. In addition, in the event that we in our sole discretion determine that any unscheduled maintenance is necessary, we will use commercially reasonable efforts to notify you.

Data Processing Agreement
This Data Processing Agreement with EU Standard Contractual Clauses (Processors).

1. Details of Processing. Details of Company’s role as a processor of Personal Data under the Agreement are set forth below:
   1. Subject Matter of the Personal Data Processing: The provision of the Services by Company to Customer.
   2. Duration of the Personal Data Processing: The Term, and any period after the Term prior to Company’s deletion of Customer Data.
   3. Nature and Purpose of the Personal Data Processing: To enable Customer to receive and Company to deliver the Services and other obligations as specified in the Agreement.
   4. Categories of Personal Data: To the extent the Customer Data contains Personal Data, it may consist of end users identifying information and organization data as well as documents, images and other content or data in electronic form stored or transmitted by End Users via the Services.
   5. Data Subjects: To the extent the Customer Data contains Personal Data, it may concern Customer’s End Users, as well as any individuals collaborating or sharing with these End Users.
2. Application. This DPA applies as follows:
   1. The EU Standard Contractual Clauses apply to data processed by the Services as this term is defined in the Agreement, and future variations of the Services; and
   2. The “GDPR Addendum” attached hereto as Exhibit B, applies solely to the extent required by EU Data Protection Law, and will take effect on May 25, 2018.
3. Effect of DPA. If a provision in this DPA conflicts with a provision in the Agreement, then this DPA will control. The Agreement will remain in full force and effect and will be unchanged except as modified by this DPA. This DPA and the EU Standard Contractual Clauses will terminate automatically upon expiration or termination of the Agreement.

EU Standard Contractual Clauses (processors)
For the purposes of Article 26(2) of Directive 95/46/EC for the transfer of personal data to processors established in third countries which do not ensure an adequate level of data protection

Obligation after the termination of personal data-processing services

1. The parties agree that on the termination of the provision of data-processing services, the Data Importer and the Sub-Processor shall, at the choice of the Data Exporter, return all the personal data transferred and the copies thereof to the Data Exporter or shall destroy all the personal data and certify to the Data Exporter that it has done so, unless legislation imposed upon the Data Importer prevents it from returning or destroying all or part of the personal data transferred. In that case, the Data Importer warrants that it will guarantee the confidentiality of the personal data transferred and will not actively process the personal data transferred anymore.
2. The Data Importer and the Sub-Processor warrant that upon request of the Data Exporter and/or of the supervisory authority, it will submit its data-processing facilities for an audit of the measures referred to in paragraph.

Data Exporter
The Data Exporter is the customer to the Agreement, as amended by the DPA.

Data Importer
The Data Importer is Salon Manager ApS. (“Company”), a provider of document security services for businesses. Company provides a website, software and mobile applications that allow people to secure, protect and track files after sending. Company’s service may also be accessed by Application Programming Interfaces (APIs).

Data Subjects
The personal data transferred concern the Data Exporter’s and Data Exporter’s affiliates’ end users including employees, consultants and contractors of the Data Exporter, as well as any individuals collaborating or sharing with these end users using the services provided by Data Importer.

Categories of data
The personal data transferred concern end users identifying information and organization data as well as documents, images and other content or data in electronic form stored or transmitted by end users via Data Importer’s services.

Processing operations
The personal data transferred will be subject to the following basic processing activities (please specify):

Scope of Processing.
The scope and purposes of processing the Data Exporter’s personal data is described in the DPA to which these Clauses are annexed as well as the Agreement between Data Exporter and Data Importer.

Term of Processing.
The term for data processing will be the term set forth in the applicable Agreement.

Data Deletion or Return.
Upon expiration or termination of the Agreement, Data Importer agrees to delete or return Data Exporter’s personal data from Data Importer’s service, in accordance with the terms and conditions of the Agreement.