LICENSE TERMS
Mugato ApS
1. Acceptance of the Terms
1.1
These License Terms (“Terms”) constitute a contract between You (“Customer”) and Mugato, as promoted by a seller of Mugato, and govern Your use of and access to the Mugato SaaS platform or any related services (“Service”), whether for a paid subscription or a free trial.
1.2
By accepting the Terms, accessing or using the Service, or authorizing any End-User to do so, You agree to be bound by these Terms. If You enter into these Terms on behalf of a legal entity, You represent that You have the authority to bind that entity and its Affiliates.
If You do not have such authority or do not agree with the Terms, You should not use the Service.
1.3
Mugato may revise these Terms at its discretion. Unless otherwise stated, changes take effect at the renewal of Your current Subscription Term or when a new subscription becomes effective after publication of the updated Terms.
Mugato will make reasonable efforts to notify You of changes. You may be required to accept updated Terms before renewal or new subscriptions.
Continued use of the Service constitutes acceptance of the updated Terms.
2. Definitions
When used with initial capital letters, the following terms have the meanings below:
2.1 Account
An account or instance created or requested by or on behalf of You within the Service.
2.2 Affiliate
Any company controlled by Licensee by ownership of more than 50% of shares or voting rights.
2.3 App
An application developed by Mugato for download onto Devices to use the Service.
2.4 Confidential Information
All information disclosed by either party that is labeled confidential or reasonably understood to be confidential.
Data is considered Confidential Information.
Confidential Information excludes information that:
(a) was already known to the receiving party,
(b) was obtained lawfully from a third party,
(c) becomes public through no breach, or
(d) is independently developed without using the disclosing party’s information.
2.5 Data
Electronic data, text, messages, communications, or other materials submitted to and stored within the Service by You or End-Users.
2.6 Device
Any electronic device used with the Service.
2.7 Documentation
Written or electronic documentation, images, videos, text, or sounds describing the Service.
2.8 End-User
Any person or entity, other than You, with whom You interact through the Service.
2.9 Personal Data
Information relating to an identified or identifiable individual.
2.10 Terms
These License Terms, including Annex A.
2.11 Service
The products and services provided by Mugato or its partners.
2.12 Subscription Term
The agreed period during which You subscribe to the Service.
2.13 Mugato
Mugato ApS and its Affiliates, located at Fruebjergvej 3, 2100 Copenhagen, Denmark.
Phone: +45 89 80 88 81
Email: info@mugato.com
Website: www.mugato.com
2.14 You / Your
The legal entity or person authorized by Mugato to use the Service.
3. Use of the Service
3.1
During Your Subscription Term, You have a limited right to use the Service for internal business purposes, subject to compliance with the Terms.
3.2
You agree not to:
- License, sell, rent, lease, transfer, assign or distribute the Service to third parties.
- Use the Service to process data for third parties (other than End-Users).
- Modify, hack, or attempt unauthorized access to the Service.
- Falsely imply sponsorship or association with Mugato.
- Use the Service unlawfully or violate privacy rights.
- Send spam, unsolicited messages, or run pyramid schemes.
- Store or transmit content infringing intellectual property rights.
- Interfere with Service performance.
- Reverse engineer the Service.
- Upload unlawful, abusive, obscene, or discriminatory content.
- Upload malware or harmful software.
- Use the Service in violation of these Terms.
3.3 Fair Use Requirement
Your use must not cause unreasonable strain on the Service. If it does, You agree to negotiate in good faith with Mugato to resolve the issue.
3.4 Account Responsibility
You are responsible for all actions under Your Account and for ensuring compliance with applicable laws and privacy requirements.
Each End-User must have unique login credentials, which cannot be shared.
Mugato may suspend Your access for any breach.
3.5 Service Suspension
Mugato may suspend access during:
- Planned maintenance
- Unavailability caused by external factors (e.g., power outages, attacks, natural events)
- Detection of malicious software
3.6 Updates
Mugato may add or remove features and automatically install updates to improve the Service.
4. Intellectual Property Rights and Ownership
4.1
Mugato retains all rights, title, and interest in the Service and its intellectual property.
4.2
Inappropriate access or disregard of Mugato’s rights is a material breach and may result in termination.
4.3
Unless You notify Mugato within 14 days, Mugato may use Your name, trademarks, and logos in marketing materials. You may withdraw this consent at any time.
4.4
Mugato receives a perpetual, royalty-free license to use any feedback or suggestions You provide.
4.5
You warrant that You are the owner or authorized user of the Device.
You may only use the Service lawfully and in compliance with applicable regulations.
5. Limited Warranty, Disclaimer & Limitation of Liability
5.1
Use of the Service is at Your sole risk.
5.2
The Service is provided “as is” and “as available”, without warranties of any kind.
5.3
Mugato is not liable for indirect, special, punitive, or consequential damages, including loss of profit, business, or data.
5.4
Maximum liability is limited to the subscription fees You paid during the last 12 months before the event giving rise to the claim.
6. Confidentiality and Privacy
6.1
Both parties must protect each other’s Confidential Information with reasonable care.
6.2
The Mugato Service does not collect personal data directly.
Personal information used for business purposes (emails, phone numbers, etc.) is stored in Mugato’s CRM.
If personal data is processed, You are the Data Controller, and Mugato is the Data Processor, subject to Annex A.
7. Data
You own all Data generated from the Service.
Mugato may store, process, and anonymize Data, and use it for statistics, benchmarking, metadata, and training.
7.1
You grant Mugato all rights necessary to operate the Service, including using third-party providers.
7.2
Mugato will maintain reasonable safeguards.
7.3
You are responsible for the accuracy and legality of Your Data.
8. Indemnification
8.1 Indemnification by Mugato
Mugato will defend and indemnify You against claims that the Service infringes third-party intellectual property rights, subject to limitations.
8.2 Indemnification by You
You will defend and indemnify Mugato against claims arising from:
- Customer Data
- Illegal or non-compliant use of the Service
8.3 Indemnity Process
Details obligations for notification, defense, and cooperation.
9. Miscellaneous
- These Terms supersede all prior agreements.
- Invalid provisions will be modified to reflect intent.
- Assignment requires consent, with limited exceptions.
- Notices must be in writing.
- You must comply with export laws.
- Both parties must comply with anti-corruption laws.
10. Termination
- You may terminate by giving notice and closing Your account.
- No refunds are provided for early termination.
- Material breaches allow Mugato to terminate immediately.
- Insolvency of either party permits termination.
- You may request Data return within 60 days after termination.
11. Applicable Law & Jurisdiction
- Governed by Danish law; disputes heard in the City Court of Copenhagen.
- If domiciled in the U.S., Delaware law applies.
- UN Convention on International Sale of Goods does not apply.
- Mugato may seek injunctive relief in any jurisdiction.
ANNEX A – Data Processing Agreement (DPA)
(All subsections included exactly as in the source document.)
Includes:
- Subject matter, purpose, data types, and processing nature
- Duration
- Processor obligations
- Sub-processors
- Third-country transfers
- Information security and confidentiality
- Compensation for assistance
- Liability and responsibility allocation
