1.1MatWiser™ is a business-to-business service offered to customers of the MatManager™ system to present, analyse and report paving job data. MatWiser™ is hosted at www.MatWiser.com and operated by TF-Technologies A/S, Kratbjerg 214, 3480 Fredensborg, Denmark.
2 Using MatWiser™
2.1 MatWiser™ is a cloud-based application (“the Application) offering various paving related services to customers of the MatManager™ system. The Customer can choose between the subscription types (Free or paid) offered via www.MatWiser.com. Additionally, the Customer can purchase various add-on service modules against further fees, as they become available. Regardless of the subscription type, whether free or paid or selection of add-on modules, these Terms of Service shall apply.
2.2 The Customer can access the Application services for a particular MatManager™ after registering an Administrator for the particular MatManager™ system acquired. By registering as Administrator, the Administrator confirms that he/she is authorized to enter this agreement on Customer’s behalf for the use of MatWiser™ on the Terms stated herein.
2.3 When registering an Administrator for a MatManager™ system and subscribing to one of the subscription types, the Customer acquires a non-exclusive access to use the Application for the particular MatManager™ system. The Customer does not acquire the Application or a copy or part hereof.
2.4 The Administrator can provide access to the MatWiser™ services for a particular MatManager™ system for an unlimited number of Users.
2.5 The access to use the Application for the particular MatManager™ is limited strictly to the Customer, and the Application cannot be used by or for any other than the Customer, or viewers added by the Customer itself.
3 Obligations and responsibilities of the Customer
3.1 The Customer is responsible for uploading data from the MatManager™ system required to use the Application services. This may be undertaken manually via USB or with GSM transfer of data, where available.
3.2 When registering as an Administrator or User, the Administrator or User uses his/her email address as username and creates his/her own password. The username and password is strictly personal, and accessing the Application with another person’s username and password is strictly forbidden. The User or Administrator is obligated to maintain a strict password confidence, and understands that compromising password security will open for unwanted access to the Customer’s data. Any suspicions of a compromised password should immediately result in changing the password afflicted.
3.3 By using the Application, the Customer allows the use all registered data in MatWiser™ for the purpose of providing the Application Services to the Customer.
3.4 Some services offered via MatWiserTM may require downloading an app to a smartphone by the Customer or the Customer’s suppliers, in which case the Customer is responsible for ensuring the app is installed in order to access the relevant data.
3.5 The Customer is responsible for ensuring that the Application is not used in a way that may hurt the brand, reputation or goodwill of TF-Technologies or any of the trademarks of TF-Technologies A/S, or may be in violation of any relevant laws or regulations.
4 Third party services
4.1 The Application may be expanded with an open API, enabling others to develop and offer apps to communicate with the Application, including exchanging information across platforms, so that the Customer may choose to access and use such functionalities in other applications in addition to the functionalities available in MatWiser™.
5 Subscription and payment
5.1 To access the MatWiser™ Services for a particular MatManager™ System, the Customer must subscribe in www.MatWiser.com to one of the available subscription types (free or paid) for the particular MatManager™ System. The subscription requires the registration of the MatManager™ System based on the MatManager™ serial number, registration of certain customer data and choosing an Administrator for the system. The subscription and any potential related subscription fee apply solely for the particular MatManager™ System. The Administrator can provide access for an unlimited number of Users to access the MatWiser™ Services for the MatManager™ System.
5.2 Subscription fee depends on the choice of subscription type and any potential add-on modules the Customer may have chosen. Current pricing is provided by TF-Technologies on request and does not include value added tax (VAT) or any other fees or charges. All payments shall be made in EUR.
5.3 Certain subscription types and add-on modules may require the purchase of additional hardware, just as certain add-on modules may require an upgrade to another subscription type.
5.4 All subscription fees are annual and prepaid per MatManager™ System. Subscription is automatically renewed each year, if not terminated before the start of the new term. Subscription can be terminated for the following term at any time before the start of a new term.
5.5 Invoice is automatically sent to the registered Administrator for the MatManager™ System.
6 Customer Data
6.1 The MatWiser™ Services are offered to Customers to present, analyse and report paving job data collected by their MatManager™ system. All data collected by the MatManager™ system and transferred to MatWiser™ will be made available for the Customer according to the terms of the subscription chosen. When Customer uses MatWiser™ Services as a free-of-charge service, absolutely no warranty of current and future access to data is provided, as the MatWiser™ Services are accepted by Customer as-is.
6.2 Regardless of the above, by using the MatWiser™ Services the Customer grants TF-Technologies A/S the irrevocable right to continue to store and use any and all data collected from Customer in MatWiser™ for an unlimited time in order to fulfil contractual or legal obligations, follow up on subscriptions and for use in marketing purposes, and to use the data in an anonymized form for development, analysis and statistical purposes, including the offering of additional services on the basis thereof.
7 Personal Data
7.1 The MatWiser™ Service is offered to Customers to present, analyse and report paving job data collected by their MatManager™ system. The MatManager™ system is not designed for the collection of any personal data, and the Customer is responsible for ensuring that no personal data is registered in any of the input fields of the MatManager™ system, when using the MatWiser™ Service, where data is transferred from the MatManager™ system to MatWiser™.
7.2 The use of the MatWiser™ Service involves the registration of personal data when registering users. We store names and email addresses of the users for the purpose of identifying and ensuring that only authorized users have access and for logging purposes. The Customer is responsible for ensuring that user data is correct, passwords are changed on a regular basis and keeping user information current.
7.3 User information is stored as long as the Customer continues to use the MatWiser™ Service. After terminating the use of the the MatWiser™ Service and notifying TF-Technologies hereof, personal data may be stored for another 12 months (Retention period) for logging and documentation purposes. After the Retention period al personal data will be permanently deleted.
8.1 TF-Technologies A/S attempts to maintain MatWiser™ available and in service 24/7. However, MatWiser™ may be unavailable from time to time due to updates, power failures, problems with mobile networks, internet connections or hardware, hacker or virus attacks or other interruptions of operations. In case of interruptions of operations, TF-Technologies A/S will attempt to restore operations as soon as possible.
8.2 TF-Technologies A/S is under no circumstances liable for any nuisances or losses that may result from the interruption of operations or other unintended disturbances and access to MatWiser™.
8.3 In case of any update, remedy or planned repair of MatWiser™, or other programs, systems, software or hardware that may have an impact on running MatWiser™, TF-Technologies A/S will attempt to give notice of such planned interruptions of service. However, such prior notice cannot be guaranteed, and TF-Technologies A/S is not responsible for any nuisances or losses that may result from the interruption of operations or other unintended disturbances and access to MatWiser™.
9 Limitation of Liability
9.1 The Application, including all server and network services, are provided to the Customer on an “as is” and “as available” basis, without any warranties of any kind to the fullest extent permitted by law, disregarding whether or not the Application has been accessed for free or with a paid subscription. TF-Technologies A/S expressly disclaim any and all warranties, express or implied, including but not limited to, implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. The Customer acknowledges that TF-Technologies A/S does not warrant that the MatWiser™ services will be uninterrupted, timely, secure, error-free or free from viruses or other malicious software.
9.2 Technologies A/S shall not be liable to the Customer for any indirect, special, punitive or incidental damages, including but not limited to loss of profit, loss of revenue, production or operating losses, loss of sales or contracts, loss of opportunity, loss of goodwill, loss of information or losses relating to marketing activities arising out of or relating to this Agreement
9.3 Notwithstanding any other provision of these Terms, TF-Technologies A/S’ liability in relation to the provision of MatWiser™ Services to Customer and access to the Application for any third party arising out of this shall in no event exceed the subscription charges paid by you during the twelve months prior to the first event or occurrence giving rise to such liability, and in any event maximum 25,000 EUR.
9.4 The Customer acknowledges that the essential purpose of this section is to limit potential liability given the subscription charges, which would have been substantially higher if TF-Technologies A/S were to assume any further liability than as set forth herein.
9.5 The Customer shall indemnify, defend and hold TF-Technologies A/S harmless against any liability arising from product liability, third party loss or responsibility for third parties related to Customer’s use of the Application.
10 Changes to the Application
10.1 TF-Technologies A/S reserves the right to continually undertake changes, updates and improvements of the Application. The subscription types and build-up of the Application and any potential add-ons and services offered in each category may be subject to change. Such updates, changes and improvements may take place with or without warning, and may affect services and information uploaded or downloaded from the Application.
11 Immaterial Rights
11.1 The Application and any information released from MatWiser™, except for the Customer’s own information, is protected by copyright and other immaterial rights, and belongs to or are licenced to TF-Technologies A/S.
11.2 The subscription MatWiser™ Services whether free or paid, involves no acquisition of the immaterial rights of TF-Technologies or any third party, as the subscription solely involves a right of use, cf. 2.3.
11.3 The Customer is obligated to inform TF-Technologies A/S of any known or potential infringement of the immaterial rights of TF-Technologies A/S pertaining to MatWiser™ that the Customer becomes aware of.
11.4 The Customer warrants that all information uploaded or entered into the Application does not infringe on any third party rights, and does not contain information that appears offensive or violates any laws and regulations.
13 Governing Law