These Terms of Use (the „Terms of Use”) govern your access to and use of the Adaptive Recognition Nordic A/S’s (registered seat is at Ørestads Boulevard 73, DK-2300 København S. Denmark, company registration no. DK40343229, hereinafter referred to as „we”/„us”/„our”) Carmen Cloud EU website (the „Cloud Console”) and all Carmen Cloud EU APIs (the „Cloud APIs”, collectively the „Cloud Services”).
If you are using the Cloud Services on behalf of an entity, you represent and warrant that you are authorized to accept these Terms of Use on the entity’s behalf and that the entity agrees to be responsible to us if you violate these Terms of Use.
THE CLOUD SERVICES
The Cloud Services provides a platform for the use, integrate our recognition algorithms. Your right to access and use the Cloud Services is contingent upon your access and use of the Cloud Services in accordance with these Terms of Use.
ACCEPTANCE AND CHANGES
By using the Cloud Services, completing the registration process, you represent that (1) you have read, understood, and agreed to be bound by the Terms of Use, (2) you are of legal age to form a binding contract with us, and (3) you have the authority to enter into the Terms of Use personally or on behalf of the company or other organization you have named as the user, and to bind that entity to these Terms of Use. In the event you are agreeing to these Terms of Use on behalf of a company or an organization, „you” and „your” will refer to the entity you are representing.
We reserve the right at any time to modify these Terms of Use and to impose new or additional terms or conditions on your use of the Cloud Services. We will notify you by e-mail to the account advised by you of the modifications and/or new or additional terms or conditions and will revise the date at the top of the Terms of Use. If you disagree with any changes, you must stop using the Cloud Services within 30 days after receiving notice. Your continued use of the Cloud Services after the notice period will be deemed acceptance of the changes. You should review these Terms of Use prior to accessing the Cloud Services and at least when notified of changes to make sure that you understand the rights and restrictions that will apply to your use of the Cloud Services.
We reserve the right to change, suspend, remove, or disable access to the Cloud Services or any content or other materials comprising a part of the Cloud Services at any time without notice. In no event will we be liable for making these changes. We may also impose such limitation on the use of or access to certain features or portions of the Cloud Services, which are deemed strictly necessary or are due to adherence to legislation without notice or liability.
You furthermore acknowledge and accept that some aspects of the Cloud Services entail the ongoing involvement of us. If we change any part of or discontinues the Cloud Services, which we may do at our sole discretion, you may not be able to use the Cloud Services to the same extent as prior due to such change or discontinuation, and that we shall have no liability to you in such case.
YOUR ACCOUNT
You agree to provide accurate and complete information as required when you register for and make use of the Cloud Services (the „Registration Data”), subscribe to any prepaid packages (the „Financial Data”, including billing and credit card details), and you agree to update your Registration Data and Financial Data to keep it accurate and complete.
As a registered user of the Cloud Services, you will establish an account („Account”). You may not reveal your Account information to anyone else. You are solely responsible for maintaining the confidentiality and security of your Account, and for all activities that occur on or through your Account, and you agree to immediately notify us of any security breach of your Account. You accept all risks of unauthorized access and use relating to your use of the Cloud Services. We reserve the right to deny access, deactivate, or terminate your Account at our sole discretion in case of suspicious behaviour and/or misuse and we shall not be held responsible for any losses arising out of the unauthorized use of your Account. You may not assign or otherwise transfer your Account to any other person or entity.
In order to use the Clous APIs, you must obtain an appropriate API credential (an „API Key”) via registration on the Cloud Console. You may not reveal your API Key to anyone else and must keep your API Key secure. You are solely responsible for maintaining the confidentiality and security of your API Key, and for all activities that occur through the use of your API Key. You agree to immediately notify us of any security breach of your API Key. You accept all risks of unauthorized use of your API Key. We reserve the right to deny, deactivate, or terminate your API Key for any reason at our discretion and we shall not be responsible for any losses arising out of the unauthorized use of your API Key.
PRIVACY
Please ensure that you have read and understood the Privacy Policy on handling of data regarding users of the Cloud Services.
RESTRICTIONS ON USE OF CLOUD SERVICES
You are solely responsible for your conduct (and the conduct of anyone who uses the Cloud Services from your account or on your behalf) with respect to the use of the Cloud Services. Except as expressly permitted in writing by us, you will not do, and will not permit any third party to do, any of the following:
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violate, circumvent, reverse-engineer, decompile, disassemble, or otherwise tamper with any technology, including but not limited to security technology related to the Cloud Services for any reason;
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access or attempt to access an Account that you are not authorized to access
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copy, adapt, hack, of reproduce the Cloud Services;
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rent, lease, lend, sell, transfer or sublicense the Cloud Services;
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modify, port or translate the Cloud Services;
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remove, alter, or obscure any copyright, trademark, or other proprietary rights notice or labels on or in the Cloud Services;
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use the Cloud Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Cloud Services or that could damage, disable, overburden, or impair the functioning of the Cloud Services;
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stalk, intimidate, threaten, harass, or cause discomfort to other users of the Cloud Services;
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harvest or collect information about other users of the Cloud Services without their consent;
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impersonate or use the Cloud Services on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity;
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use the Cloud Services for any illegal or unauthorized purpose or engage in, encourage, or promote any illegal activity, or any activity that violates these Terms of Use; or
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infringe or violate any of our rights.
If you violate (or are alleged to have violated) any of the foregoing restrictions, your right to use of the Cloud Services will immediately and automatically terminate, and you may have infringed our copyright or other rights. Violations of copyrights, system or network security may result in civil or criminal liability.
PRICING STRUCTURE
The pricing structure is prepaid credit packages well known for SaaS (Software as a Service) business, which are listed in detail and updated on our payment portals, that is on the AWS Marketplace and the Dashboard subpage on the Cloud Console.
YOUR DATA
Use of the Cloud Services may depend on your transmission of certain data (in conjunction with Registration Data and Financial Data, your „Data”). The processing of the Data is described in our Privacy Policy, which you accept when entering into an agreement regarding the Cloud Services.
In case we are considered a data processor, e.g. when processing license plate data on your behalf, we refer you to our Data Processing Agreement, which forms an integral part of the Terms of Use.
Except as may be stated to the contrary in the Privacy Policy or in the Data Processing Agreement, you retain all rights and ownership of your Data, and we do not claim any ownership rights of your Data.
You represent and warrant that you have the necessary rights and licenses required to provide your Data to us in connection with your use of the Cloud Services and that by providing your Data in this manner, you will not violate any intellectual property rights of third parties, confidential relationships, contractual obligations or laws.
Without limiting the generality of the foregoing, you shall provide all notices to, and obtain any consents from, any data subject as required by any applicable law including but not limited to data privacy rules established by the European General Data Protection Regulation, rule or regulation in connection with the processing of any personally identifiable information of such data subjects via the Cloud Services by us and/or you. You shall be solely responsible for ensuring that any processing of Data by us and/or you via the Cloud Services does not violate any applicable laws.
You shall not process or submit to the Cloud Services any Data that includes any:
- „personal health information,” as defined under the Health Insurance Portability and Accountability Act;
- government issued personal identification numbers, including Social Security numbers, driver’s license numbers and other state-issued personal identification numbers;
- „special categories of personal data” (sensitive data), „personal data relating to criminal convictions and offences”, as defined under European Union Regulation 2016/679, including but not limited to racial or ethnic origin, political opinions, religious beliefs, trade union membership, physical or mental health or condition, sexual life, or the commission or alleged commission any crime or offense.
PROPRIETARY RIGHTS
Except with respect to your Data and the content derived from your paid use of the Cloud Services („User Content”) , you agree that we and/or our suppliers own all rights, title and interest in the Cloud Services. The Cloud Services and any supporting technology provided for use of the Cloud Services or which you access by use of the Cloud Services are protected by copyright, trademark, and other proprietary legislation. You shall not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Cloud Services. These terms do not grant you any right, title, or interest in any of the Cloud Services or any Content other than your Data and your User Content. These Terms of Use do not grant you any rights to use the Adaptive Recognition trademarks, logos, domain names, or other brand features or the trademarks, logos, domain names, or other brand features of our affiliates.
LIMITATION OF LIABILITY & WARRANTY EXCUSION
We provide the Cloud Services „as is” and on an „as available” basis. Your use of the Cloud Services is at your own risk. We provide the Cloud Services without express or implied warranty or condition of any kind. We also disclaim any warranties or conditions of merchantability, fitness for a particular purpose or non-infringement. We make no warranty or condition that the Cloud Services will meet your requirements or be uninterrupted, timely, secure or error-free. We make no warranty or condition that results obtained from your use of the Cloud Services will be accurate or reliable or that any errors in the Cloud Services will be corrected. We will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Cloud Services. No advice or information, whether oral or written, obtained by you in connection with your use of the Cloud Services shall create any warranty not expressly stated in these Terms. From time to time, We may offer new „BETA” features or tools with which users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty or condition of any kind and may be modified or discontinued at any time at our sole discretion. The provisions of this section apply with full force to such features and tools. Some states do not allow the types of disclaimers in this paragraph, so they may not apply to you.
In no event to the fullest extent permitted by law will we, our affiliates, officers, employees, agents, suppliers or licensors be liable for any indirect, special, incidental, punitive, exemplary or consequential (including loss of use, data, business, or profits) damages, regardless of legal theory, whether or not we have been warned of the possibility of such damages, and even if a remedy fails of its essential purpose. Our aggregate liability for all claims relating to the Cloud Services and the Cloud Console will at all times be limited to the greater of fifty euro or the amounts you paid to us in the twelve (12) months immediately preceding the incident giving rise to the claim. The limitations of damages set forth above are fundamental elements of the basis of the bargain between us and you.
INDEMNIFICATION
You agree to indemnify and hold us, our parents, subsidiaries, affiliates, officers, agents, employees, resellers or other partners and licensors harmless from any claim, demand, loss, or damages, including attorneys’ fees, arising out of or related to your input of Data, or the use of Cloud Services in relation hereto, including but not limited to allegations that any processing of your Data by us and/or you under this Agreement violates any applicable law or regulation, or infringes the privacy or intellectual property rights of a third party, your User Content, your use of the Cloud Services, your violation of these terms, or your violation of any law.
TERMINATION
Termination of any Cloud Services includes removal of access to Cloud Services and barring of further use of the Cloud Services. Termination of all Cloud Services also includes deletion of your password and all related information, files and data associated with or inside your account, including your Credits. Upon termination of any Cloud Services, your right to use such Cloud Services will automatically terminate immediately. You understand that any termination of the Cloud Services may involve a deletion of your Data associated therewith from our live databases.
We will not have any liability whatsoever to you for any suspension or termination, including for deletion of your Data. All provisions of these Terms, which by their nature should survive, shall survive termination of the Cloud Services, including without limitation ownership provisions, warranty disclaimers and limitations of liability.
We reserve the right to suspend or cease providing the Cloud Services or any portion of the Cloud Services, at any time, with or without cause, and with or without notice. We may suspend or terminate your use of the Cloud Services if you are not complying with these Terms, or if you use the Cloud Services in any way that could cause us legal liability or disrupt others’ use of the Cloud Services. If we suspend or terminate your use, we will try to let you know in advance. If you want to terminate the Cloud Services at any time, you may do so by (a) notifying us and (b) closing your account for the Cloud Services that you use. Your written notice should be sent to our address set forth in the Notice section.
GOVERNING LAW AND VENUE
The Terms and any action related thereto shall be governed by and interpreted in accordance with Danish law.
Any dispute arising out of or in connection with these Terms of Use, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration administrated by The Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced.
The place of arbitration shall be Copenhagen, Denmark. The language to be used in the arbitral proceedings shall be English.