Terms of Service

Introduction

1.1 These terms and conditions (the “Terms”) apply to services for an online platform where individuals can participate in case competitions (the “Platform”) provided by Innoflow ApS, Kanslergade 2, floor, left, DK-2100 Copenhagen, CVR no. 39 23 47 85 (“Innoflow”) and for your (the “User”) access and use of the Platform.

1.2 Any deviations from these Terms or undertaking of other terms not stipulated herein shall be in writing and approved in writing by Innoflow in order to be applicable, e.g. electronically through the Website.

1.3 The Terms are entered into between the Users and Innoflow and constitute a legally binding agreement between the Users and Innoflow in relation to the Users use of the Platform.

1.4 The User is considered to have accepted the Terms once the User is registered on Innoflow’s online platform.

1.5 If a User does not accept all of the provisions in the Terms, such User may not use the Platform.

1.6 Innoflow operates exclusively as the provider of the Platform and shall at no time be regarded as an employer or otherwise be in an employment relationship with the User.

Licence, Registration and Acceptable use

2.1 Subject to the User’s compliance with these Terms, we grant the User a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to access and use the Innoflow Services only for the User’s personal use, and only in a manner that complies with all legal requirements that apply to the User or the User’s use of the Services, including the Innoflow Privacy Policy, the Innoflow Cookie Policy and these Terms.

2.2 To access Innoflow’s Services, a User must register for an Innoflow account by creating a username and password. The User agrees to provide us with accurate, complete, and current registration information about themselves. It is the User’s responsibility to ensure that the password remains confidential and secure.

2.3 By registering on the platform, the User agrees that they are fully responsible for all activities that occur under their username and password. We may assume that any communications we or our Clients receive under the User’s account have been made by the User.

2.4 The User may not:

probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure.

access or search the Platform and Websites by any other way than Innoflow’s interfaces (for example, “scraping”).
Disrupt or attempt to disrupt or overwhelm our infrastructure by intentionally imposing unreasonable requests or burdens on our resources (for example, the use of bots)

2.5 The User may not upload any User Content or information to the User’s profile on the Innoflow platform that:

violates applicable law, any intellectual property rights, or anyone’s right of privacy.
is deceptive, fraudulent, obscene, illegal, defamatory, libelous or threatening, constitutes hate speech, harassment, or stalking.

contains any sensitive personal information, such as financial information, payment card numbers, social security numbers, information about any persons health, information about any persons trade union membership, information about any persons ethnic origin, information about any persons sexual preferences, information about any persons religious, philosophical or political beliefs/views, any persons biometric or genetic data deeming them identifiable.

contains viruses, bots, worms, or similar harmful materials; or • contains any information that the User does not have a right to make available under law or any contractual or fiduciary duty.

2.6 The User may not utilize the services to carry out, promote, or support: • any unlawful or fraudulent activities.

the impersonation of another entity or person.
activities that are libelous or threatening, defamatory, constitute hate speech, harassment, or stalking.
the publishing or posting of other people’s private or personal information without their express authorization and permission.
the sending of unsolicited communications, promotions advertisements, or spam.
the publishing of and/or linking to malicious content intended to damage or disrupt another user’s browser or computer

Content on the Platform

3.1 Any and all content uploaded, stored, transmitted, submitted, exchanged or made public to or via the Platform by the User is generated, and controlled solely by the User.

3.2 Notwithstanding clause 2.1, any Content, solutions or business ideas created and/or uploaded on a case to the Platform, will be public source and not owned by any User. To retain ownership of content, solutions or business ideas created on a case, a User can pay to make the case private.

3.3 Innoflow does not claim any ownership rights to Content (see previous paragraphs) and the User hereby expressly acknowledge and agree that the User’s Content remains the User’s sole responsibility.

3.4 Innoflow may from time to time invite or provide Users with means to provide feedback regarding the Platform, and in such circumstances, any feedback provided by Users will be deemed non-confidential and Innoflow shall have the right, but not the obligation, to use such feedback on an unrestricted basis.

3.5 Innoflow is entitled, but not obliged, to ban and/or delete any content that Innoflow deems inappropriate. If a User uploads content that repeatedly is deleted, Innoflow is entitled to ban the User from entering the Platform.

3.6 Innoflow expressly reserves the right to limit or exclude any User’s use of the Platform or access to the Platform.

Data Protection, Privacy and Cookies

4.1 All personal data that Users provide to Innoflow in connection with use of the Platform is collected, stored, used and disclosed by Innoflow in accordance with the Privacy Policy.

4.2 Innoflow uses cookies to help understand how Users are using the Platform so that Innoflow can continue to improve the Platform. Innoflow’s use of cookies, and how to disable cookies, is explained in the Privacy and Cookie Policy, see clause 3.1 above.

4.3 By accepting these Terms and using the Platform, the User also accepts the terms of the Privacy Policy.

4.4 Innoflow shall at all times comply with all applicable data protection and privacy legislation regarding the processing of all personal data of the Users obtained or held by Innoflow. For the purposes of these Terms, the term “personal data” shall have the meaning given in the EU General Data Protection Regulation (“GDPR”).

4.5 Innoflow reserves the right to transfer, share and/or make available the User’s personal data to relevant third parties, as further specified in the Privacy Policy.

4.6 Innoflow may store and process personal or other data regarding or submitted by a User, e.g. name, contact details and biographical information, for the purposes of administering each User’s use of the Platform. Users acknowledge that in certain circumstances Innoflow may transfer and/or disclose personal data to other third parties, e.g. in order to comply with applicable law or legal process requirements or to protect and defend the rights or property of Innoflow or other Users if the third party receiving the data is subject to confidentiality.

Assignment

5.1 Innoflow is entitled to assign all of its rights and obligations pursuant to the agreement, including these Terms to a third party.

5.2 The User cannot assign its rights and obligations pursuant to the agreement to a third party without the prior written consent of Innoflow. Such content must not be unreasonably withheld.

Unauthorized use

6.1 The User is responsible for notifying us at [email protected] if The User becomes aware of any unauthorized use of or access to The User’s account.

6.2 The User understands and agrees that we may require the User to provide information that may be used to confirm the User’s identity and help ensure the security of the User’s account. Innoflow will not be liable for any loss, damages, liability, expense or attorneys’ fees that the User may incur as a result of someone else using the User’s password or account, either with or without the User’s knowledge and/or authorization and regardless of whether the User has or have not advised us of such unauthorized use. The User will be liable for losses, damages, liability, expenses, and attorneys’ fees incurred by Innoflow or a third party due to someone else using the User’s account.

Third Party Websites and Services

7.1 The Platform may provide Users with access to third party websites, databases, servers, information, software, programs, systems, directories, applications, products or services, including without limitation, linked services. Innoflow does not have or maintain any control over such, and is not and cannot be responsible for their content, operation or use. Innoflow does not give any representation, warranty or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of content, information or services provided by such third parties.

Changes to the Platform and Accounts

8.1 Innoflow reserves the right at any time and for any reason to suspend, discontinue, terminate or cease providing access to the Platform or any part thereof, temporarily or permanently, and whether in its entirety or with respect to individual territories only. In the case of any temporary or permanent suspension, discontinuation, termination or cessation of access, Innoflow shall use its reasonable endeavors to notify registered Users of such decision in advance.

8.2 Users hereby agree that Innoflow shall not be liable to the Users or to any third party for any changes or modifications to the Platform that Innoflow may wish to make from time to time, or for any decision to suspend, discontinue or terminate the Platform or any part or parts thereof, or the User’s possibility to use or access the same from or within any territory or territories.

8.3 Innoflow may change the features of any type of account, may withdraw or, or introduce new features, products or types of account at any time and for any reason.

Service and Support

9.1 Innoflow aim to provide the Platform and the Services on a 24/7 basis, however due to the continuous improvement of the Platform and the Services, and due to maintenance and updating, security or capacity issues, access to the Platform and/or the Services may be temporarily suspended or affected, with or without prior notice. Innoflow aims to provide Users with advance notice of any scheduled maintenance and downtime.

Intellectual Property Rights

10.1 Innoflow retains all intellectual property rights, including without limitation copyrights, patent rights, trademark rights, know-how etc., in and to the Platform.

10.2 All solutions that are produced on the Platform are public source and not owned by any User. If an idea is not brought further in the selection phase, it falls back to the community on the Platform. See clause 2. We intend all content to be open source for the community unless explicitly changed to private by the user (pending possible payment for such a service).

Confidentiality

11.1 “Confidential Information” includes all confidential and/or proprietary information (oral and/or written (including, written disclosures in electronic form or format or transmitted electronically)) and documentation available or appearing on the Platform which (i) is identified as such by Innoflow and/or its Clients at the time of disclosure or within a reasonable period of time thereafter, (ii) is marked as “confidential” or marked with a similar designation, (iii) any content or information provided by other Users available through the Services or (iiii) the User should reasonably know or understand to be, or should have reasonably known or understood to be, confidential information.

11.2 The User agrees that Confidential Information shall be kept confidential and used, accessed, and disclosed solely for and in connection with the use of the Platform. The User may not, without the prior express written consent of Innoflow disclose or transfer Confidential Information to any third party.

Complaints

12.1 If the User is dissatisfied with a service provided by Innoflow, the User shall within 10 days from the receipt of the service send a written complaint to Innoflow. The complaint shall contain a detailed explanation of the discontent. If the User has not forwarded a complaint to Innoflow within the time limit laid down, the service is deemed to be approved by the User and the User loses any remedy in relation to misconduct.

12.2 If Innoflow considers a complaint to be justified, Company will as far as possible meet the complaint and change the service provided.

12.3 Submission of a complaint shall under no circumstances exempt the User from his/her payment obligation.

Limitation of Liability

13.1 The liability of either party is subject to the ordinary rules of Danish law, save for the exceptions and limitations as expressly set out in these Terms.

13.2 Innoflow will only be liable for the Platform and excludes liability for any other products, services, tasks or services. In no event will Innoflow be liable for the services, tasks or obligations to be performed by the User and/or any third party.

13.3 Innoflow will not be liable for any direct, indirect, punitive or other damages or losses including, without limitation, damages for loss of profits, business interruption, loss of data or the restoration thereof (except as expressly set out in clause 11.4 below), product liability or personal injury arising out of the use of or inability to use the Platform or data, including, but not limited to, business interruption, lost business or lost profits or savings. The aforesaid exclusions and limitations apply irrespective of whether such damages or losses are caused by acts or omissions by Innoflow attributable to Innoflow as negligent (including both gross and simple negligence) or incidental.

13.4 As regards loss of data, the sole liability of Innoflow is – to the extent commercially reasonably – to attempt to restore any lost data based on the most recent back-up copy available. Any and all liability for data irreversibly lost, irrespective of Innoflow’s commercially reasonable efforts to restore such data, is limited in accordance with clause 11.5.

13.5 In addition to the exclusions and limitations of liability set forth this clause 11.3, the entire liability of Innoflow (whether in contract, tort, gross or ordinary negligence, strict liability, breach or termination of contract, claim of repayment or proportionate repayment, by statute or otherwise) to pay any damages, compensation or any other amounts during the term of these Terms is limited and capped to an aggregate amount equal to the total aggregate fee actually paid by the User to Innoflow for the use of the Platform during the preceding twelve months prior to the act or omission that the liability arises from. Furthermore, Innoflow’s liability towards the User cannot in any circumstances, separately or all together, exceed DKK 15,000.

13.6 A party will not be liable for non-performance of its obligations (other than failure to pay any amounts due) in the event that a situation arises beyond its reasonable control including failure or breakdown of telecommunications networks and lines, regulations by government authorities, lock-outs, strikes, infrastructure breakdowns, natural disasters, epidemics, pandemics, acts of terrorism, fires, floods, storms, fire storms, sabotage, vandalism, damages caused by computer virus, hacking, war, civil wars, riots, nuclear disaster etc. which such party did not take into account prior to the execution of these Terms

Third Party Rights and Indemnification

14.1 In the event that Innoflow’s delivery violates third party’s right, Innoflow is entitled to (i) seek to acquire the User the right to use the delivery as provided, (ii) to terminate the violation by changing or replacing the delivery of choice, or (iii) terminate the agreement against repaying the consideration received.

14.2 If the User is notified and/or brought an action for infringement of third party rights, the User is obliged to notify Innoflow in writing thereof.

14.3 The User shall indemnify Innoflow for any claim for damages made by third parties targeted at Innoflow.

Severability

15.1 If any provisions in the Terms and Conditions are deemed invalid, void or for any reason unenforceable or in conflict with applicable law, such provision will be deemed severable and will not affect the validity and enforceability of the remaining provisions in the Terms and Conditions.

Termination

16.1 At Innoflow we offer two types of solutions to access our Platform. A User can choose to enter for a specific case, or enter into a monthly subscription.

16.2 For Users choosing to enter a specific Case, the payment will be fixed and non refundable. The access to the Platform will terminate automatically when the case is over.

16.3 For Users choosing a monthly subscription: Payment will be charged monthly and both parties can terminate their contractual relationship with a written notice of one month.

16.4 If a party is in material breach of the obligations in the Terms, the non-defaulting party may terminate the agreement once a 10 days’ notice in writing has been given to the party in default and the breach, notwithstanding, has not been terminated.

Amendments

17.1 Innoflow reserves the right to make changes to these Terms at any time. Any agreement between the User and Innoflow will be subject to the Terms at the time of the conclusion of the agreement.

17.2 The latest version of the Terms is always available on the Platform.

Governing law and venue

18.1 The User’s agreement, including these Terms, is governed by Danish law.

18.2 Any dispute between Innoflow and the User arising out of the Terms will be subject to the jurisdiction of the ordinary courts of Denmark, at Innoflow’s then-current venue.