MatWiser™ - Terms of Use

1 General
1.1 MatWiserTM is a business-to-business service offered to customers of the MatManagerTM system to present, analyse and report paving job data. MatWiserTM is hosted at www.MatWiser.com and operated by TF-Technologies A/S, Kratbjerg 214, 3480 Fredensborg, Denmark.
1.2 These Terms of Use (“Terms”) govern the use of MatwiserTM and provide information about the MatWiserTM Services. When creating a MatWiserTM account, uploading data from a MatManagerTM to MatWiserTM or otherwise using MatWiserTM, the customer (“Customer”) agrees to these Terms.
1.3 These Terms of Use therefore constitute an agreement between Customer and TF-Technologies A/S. This includes our Privacy Policy that form an integral part of these Terms.
1.4 Any road authorities, viewers or consultants accessing MatwiserTM on behalf of a Customer are subject to the same Terms of Use where they apply.

2 Using MatWiserTM
2.1 MatWiserTM is a cloud-based application (“the Application) offering various paving related services to customers of the MatManagerTM 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 MatManagerTM after registering an Administrator for the particular MatManagerTM 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 MatWiserTM on the Terms stated herein. 
2.3 When registering an Administrator for a MatManagerTM system and subscribing to one of the subscription types, the Customer acquires a non-exclusive access to use the Application for the particular MatManagerTM system. The Customer does not acquire the Application or a copy or part hereof.
2.4 The Administrator can provide access to the MatWiserTM services for a particular MatManagerTM system for an unlimited number of Users.
2.5 The access to use the Application for the particular MatManagerTM 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 MatManagerTM 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 MatWiserTM 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 MatWiserTM.
4.2 The use of third party services are subject to the terms of use of the particular party, and TF-Technologies A/S remains without any liability or responsibility whatsoever for the Customer’s use of such third party services

5 Subscription and payment
5.1 To access the MatWiserTM Services for a particular MatManagerTM System, the Customer must subscribe in www.MatWiser.com to one of the available subscription types (free or paid) for the particular MatManagerTM System. The subscription requires the registration of the MatManagerTM System based on the MatManagerTM 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 MatManagerTM System. The Administrator can provide access for an unlimited number of Users to access the MatWiserTM Services for the MatManagerTM 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 MatManagerTM 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 MatManagerTM System.  

6 Limitation of Liability
6.1 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 MatWiserTM services will be uninterrupted, timely, secure, error-free or free from viruses or other malicious software.
6.2 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
6.3 Notwithstanding any other provision of these Terms, TF-Technologies A/S’ liability in relation to the provision of MatWiserTM 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.
6.4 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.
6.5 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.

7 Changes to the Application
7.1 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.

8 Immaterial Rights
8.1 The Application and any information released from MatWiserTM, 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.
8.2 The subscription MatWiserTM 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.
8.3 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 MatWiserTM that the Customer becomes aware of.
8.4 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.  

9 Changes to these Terms of Use
9.1 TF-Technologies A/S reserves the right, at our sole discretion, to update, change or replace any part of these Terms. The most current version of the Terms of Use will be accessible at any time at www.MatWiser.com. The Customer is obligated to periodically check these Terms for changes and use of the Application after a change in these Terms constitutes acceptance of those changes. Should the Customer not agree to the changes, subscription and access to MatWiserTM can be immediately terminated. This will not entail any compensation to the Customer. 

10 Governing Law
10.1 These Terms of Use shall be governed by and construed in accordance with the laws of Denmark. Any dispute or claim arising out of or in connection with the provision of Services related to MatWiserTM, is to be brought before the Copenhagen City Court.