Please read this EULA carefully, as it sets out the basis upon which Emplate licenses the Software for use.

By downloading and logging in to the Software, you expressly acknowledge and accept the provisions of this EULA.

1.	Definitions
1.1.	Except to the extent expressly provided otherwise, in this EULA:

"Acceptable use policy"	means the acceptable use policy enclosed as Schedule 1 governing the rules for the use of the Software, Hosted Services and Platform and the transmission, distribution, storage and processing of content by the User, or by any person on behalf of the User, using the Services;
"App Store"	means the online sales and distribution platform operated by a third party by means of which the User obtained the Software (such as Apple App Store or Google Play;
"Applicable Law"	means all applicable laws restricting and/or regulating: the inter-jurisdictional import, export, supply, disclosure, transfer, transmission or marketing of goods, services, software, technology, technical know-how, data and/or information; and/or the import, export, supply, disclosure, transfer, transmission or marketing of goods, services, software, technology, technical know-how, data and/or information to designated entities or persons, or to designated classes of entities or persons;
"App Store Terms and Conditions"	means the terms and conditions of the App Store that set out any rights and/or obligations of the User in relation to the Software and/or any of the Services;
"Charges"	means – if applicable - those amounts that the parties have agreed in writing shall be payable by the User to the Licensor in respect of this EULA;
"Customer"	means the Licensor’s contracting party in the Governing License Agreement in the form of a shopping mall (or a contracting party on behalf of the shopping mall);
"Effective Date"	means the date upon which the User expressly consent to this EULA prior to the first active use of the downloaded Software;
"EULA"	means this end user license agreement, including any amendments to this end user license agreement from time to time;
"Force Majeure Event"	means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
"Governing License Agreement"	means the governing license agreement concluded between the Licensor and the Customer regulating the terms under which the Licensor shall provide the Platform, Software and Hosted Services.
"Governing Law"	means the substantive laws of Denmark without reference to its conflict of law principles;
"Hosted Services"	means the hosted services that are made available by the Licensor to the User as a service via the internet and may be accessed and used by means of the Software;
"Intellectual Property Rights"	means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Licensor"	means Emplate ApS Helsingforsgade 27 C 8200 Aarhus N Denmark Business reg. no.: 36031034
"Maintenance Services"	means the supply by the Licensor to the User of Updates;
"Platform"	means the platform managed and provided by the Licensor enabling the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;
"Place of venue"	means the Maritime and Commercial High Court in Copenhagen, Denmark;
"Services"	means any services that the Licensor provides to the User under this EULA;
"Software"	means the Emplate Shop App and Emplate Shop Desktop
"Source Code"	means the Software code in human-readable form or any part of the Software code in human-readable form, including code compiled to create the Software or decompiled from the Software, but excluding interpreted code comprised in the Software;
"Term"	means the term of this EULA, commencing in accordance with Clause 2.1 and ending in accordance with Clause 2.2 and 2.3;
"Update"	Means a hotfix, patch or version update to the Software;
"User"	means user to whom the Licensor grants a right to use the Software for commercial and professional use (typically as a shop owner or tenant within the shopping mall of the Customer) under the terms and limitations in this EULA;
"User Data"	means all data, works and materials: uploaded to or stored on the Platform by the User; transmitted by the Platform at the instigation of the User; supplied by the User to the Licensor for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the User (but excluding analytics data relating to the use of the Platform and server log files).

2.	Term
2.1.	This EULA shall come into force upon the Effective Date.
2.2.	This EULA shall continue in force as long as the Software is provided by the Licensor to the User pursuant to the term of the Governing License Agreement, subject to termination in accordance with Clause 2.3 and Clause 17 or any other provision of this EULA.
2.3.	The Licensor will provide the Software, Platform and Hosted Services free of charge to the User only for such period as the Governing License Agreement remains in force between the Licensor and the Customer. The User acknowledges that following the termination of the Governing License Agreement (for whatever reason) the Licensor will cease to provide the Software, Platform, and Hosted Services to the User. With the exception as expressly provided to the contrary in this EULA, no binding agreement is concluded between the User and the Licensor. The User is not a party to the Governing License Agreement. The Governing License Agreement shall not be enforceable by the User against the Licensor. Save to the extent expressly provided otherwise in this EULA, Licensor undertake no liability or any obligations towards the User.

3.	App Stores
3.1.	The User acknowledges that, in addition to this EULA, the App Store Terms and Conditions shall apply to the use of the Software and the other matters contemplated in this EULA.
3.2.	In the event of any conflict between this EULA and the App Store Terms and Conditions, the provisions of the EULA shall take precedence.

4.	License
4.1.	The Licensor hereby grants to the User from the date of supply of the Software to the User a time-limited and conditional (cf. Clause 2), non-exclusive license to use the Software on any device that can access the App Store or the Emplate Shop Desktop, subject to the limitations in this EULA and the prohibitions as set out and referred to in this Clause 4 below.
4.2.	The User may not sub-license and must not purport to sub-license any rights granted under Clause 4.1, save to the extent expressly provided otherwise in this EULA.
4.3.	Save to the extent expressly permitted by this EULA or required by applicable law on a non-excludable basis, any license granted under this Clause 4 and any use of the Software, Hosted Service and Platform shall be subject to the following prohibitions: the User must not sell, resell, rent, lease, loan, supply, publish, distribute or redistribute the Software; the User must not alter, edit or adapt the Software; the User must not decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, the Software; and all Users and all Content must comply with the "Acceptable Use Policy" enclosed as Schedule 1 to the EULA.

5.	Source Code
5.1.	Nothing in this EULA shall give to the User or any other person any right to access or use the Source Code or constitute any license of the Source Code.

6.	Hosted Services
6.1.	The Licensor hereby grants to the User a time-limited and conditional (cf. Clause 2), non-exclusive license to use the Hosted Services by means of the Software for business purposes of the User during the Term.
6.2.	Except to the extent expressly permitted in this EULA or required by law on a non-excludable basis, the license granted by the Licensor to the User under Clause 6.1 is subject to the same prohibitions as those relating to the license of the Software and set out in Clause 4.3, including the Acceptable Use Policy enclosed as Schedule 1.
6.3.	The Licensor does not guarantee any minimum availability.
6.4.	The User must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
6.5.	The User must not use the Hosted Services: in any way that is unlawful, illegal, fraudulent or harmful; or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
6.6.	All the limitations and exclusions of liability and warranties, and the special acknowledgements by the User, that are set out in this EULA and expressed to relate to the Software shall also apply in respect of the Hosted Services in addition to the Software.

7.	User Data
7.1.	The User hereby grants to the Licensor a non-exclusive license to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the User Data to the extent reasonably required for the performance of the Licensor's obligations and the exercise of the Licensor's rights under this EULA. The User also grants to the Licensor the right to sub-license these rights to its hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in this EULA.
7.2.	The User warrants to the Licensor that the User Data will not infringe the Intellectual Property Rights or other legal rights of any person, and will not breach the provisions of this EULA (including the Acceptable Use Policy enclosed as Schedule 1), any law, statute or regulation, in any jurisdiction and under any applicable law.

8.	Maintenance Services
8.1.	The Licensor may from time to time during the Term provide the Maintenance Services to the User, but shall have no obligation to do so.
8.2.	The User must apply to the Software each Update made available by the Licensor through the Maintenance Services.
8.3.	If the User does not apply an Update to the Software, then the User shall cease to have any right to use the Software until such time as it does so. The User acknowledges that the Licensor may use technical measures to enforce this Clause 8.3.
8.4.	The User acknowledges that the supply and licensing of Updates may, at the discretion of the Licensor, be subject to additional terms and conditions.

9.	Support Services
9.1.	From time to time during the Term the Licensor may provide support services to the User, but the Licensor shall have no obligation to do so under this EULA.
9.2.	If any support services are provided, The User acknowledges and agrees that the Licensor gives no warranties or guarantees in relation to the outcome of the support services and, in particular, issues identified through the support services may only be resolved with an Update or, at the discretion of the Licensor, not at all.

10.	Privacy policy
10.1.	Any personal data that the User supplies to the Licensor under or in connection with this EULA shall be processed in accordance with the then-current data processing agreement and the privacy policy of the Licensor.

11.	No assignment of Intellectual Property Rights
11.1.	Nothing in this EULA shall operate to assign or transfer any Intellectual Property Rights from the Licensor to the User, or from the User to the Licensor.

12.	Suspension of Services
12.1.	The Licensor may with immediate effect suspend the provision of any or all of the Services if the User is in breach of any of the provisions under this EULA (including the Acceptable Use Policy enclosed as Schedule 1).

13.

User indemnity

13.1.

The User shall indemnify and shall keep indemnified the Licensor against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by the Licensor and arising directly or indirectly as a result of any breach by the User of this EULA (including the Acceptable Use Policy enclosed as Schedule 1).

14.	Warranties
14.1.	The Licensor warrants to the User that it has the legal right and authority to enter into this EULA and to perform its obligations under this EULA.
14.2.	The User warrants to the Licensor that it has the legal right and authority to enter into this EULA and to perform its obligations under this EULA. Each User is obligated to create a personal profile and personal login credential. The personal login credentials must not be shared or used by multiple users. If a User accesses the Service on behalf of an employer or third-party, the User represent and warrant that the User has the legal right and authority (power of attorney) to agree to this EULA on behalf of the Employer or third-party (person, shop or company) and undertake that all employees or third-parties accessing the Services through the User login undertake to comply with the terms and conditions of this EULA (including the Acceptable Use Policy enclosed as Schedule 1).
14.3.	All of the parties' warranties and representations in respect of the subject matter of this EULA are expressly set out in this EULA. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this EULA will be implied into this EULA or any related contract.

15.	Acknowledgements and warranty limitations
15.1.	The User acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Software will be wholly free from defects, errors and bugs. The User acknowledges that the Software is provided "as is" without warranty of any kind, either express or implied.
15.2.	The User acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this EULA, the Licensor gives no warranty or representation that the Software will be entirely secure.
15.3.	The User acknowledges that the Licensor will not provide any legal, financial, accountancy or taxation advice under this EULA or in relation to the Software; and, except to the extent expressly provided otherwise in this EULA, the Licensor does not warrant or represent that the Software or the use of the Software by the User will not give rise to any legal liability on the part of the User or any other person.

16.	Limitations and exclusions of liability
16.1.	The limitations and exclusions of liability set out in this Clause 16 and elsewhere in this EULA govern all liabilities arising under this EULA or relating to the subject matter of this EULA, including liabilities arising in contract, outside contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this EULA.
16.2.	The Licensor will not be liable to the User in respect of any losses arising out of a Force Majeure Event; any loss of profits or anticipated savings; loss of revenue or income; loss of business, contracts or opportunities; loss or corruption of any data, database or software; or any special, indirect or consequential loss or damage;
16.3.	The liability of the Licensor to the User under this EULA in respect of any event or series of related events shall not exceed the total amount paid and payable by the User to the Licensor under this EULA in the 12 months period preceding the commencement of the event or events.
16.4.	The aggregate liability of the Licensor to the User under this EULA shall not exceed the greater of the total amount paid and payable by the User to the Licensor under this EULA.

17.	Termination
17.1.	The EULA shall terminate automatically on the date of the termination of the Governing License Agreement.
17.2.	The Licensor may terminate this EULA immediately by giving written notice of termination to the User if the User commits any breach of this EULA.
17.3.	The Licensor may terminate this EULA immediately by giving written notice of termination to the User if: the User: is dissolved; ceases to conduct all (or substantially all) of its business; is or becomes unable to pay its debts as they fall due; is or becomes insolvent or is declared insolvent; or convenes a meeting or makes or proposes to make any arrangement or composition with its creditors; an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party; an order is made for the winding up of the other party, or the other party passes a resolution for its winding up[ (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this EULA)]; or if User is an individual (and not organized as a company): that User dies; as a result of illness or incapacity, the User becomes incapable of managing his or her own affairs; or the User is the subject of a bankruptcy petition or order.

18.	Effects of termination
18.1.	Upon the termination of this EULA, all of the provisions of this EULA shall cease to have effect, save that the following provisions of this EULA shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 3, 4.1, 4.2, 6.6, 8.4, 13, 14.2, 15, 16, 18, 19, 20.
18.2.	Except to the extent that this EULA expressly provides otherwise, the termination of this EULA shall not affect the accrued rights of either party.

19.	General
19.1.	No breach of any provision of this EULA shall be waived except with the express written consent of the party not in breach.
19.2.	If any provision of this EULA is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this EULA will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
19.3.	This EULA may not be varied except by a written document signed by or on behalf of each of the parties.
19.4.	The User hereby agrees that the Licensor may assign the Licensor's contractual rights and obligations under this EULA to any third party. Save to the extent expressly permitted by applicable law, the User must not without the prior written consent of the Licensor assign, transfer or otherwise deal with any of the User's contractual rights or obligations under this EULA.
19.5.	This EULA is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this EULA are not subject to the consent of any third party.
19.6.	The EULA shall constitute the entire agreement between the parties in relation to the subject matter of this EULA, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
19.7.	This EULA (including schedules) shall be governed, construed and enforced according to the Governing Law as set out in the definitions of the EULA, without reference to its conflict of law principles, and in no way to favor or against either Party.
19.8.	The courts at the Place of Venue shall as set out in the definitions of this EULA shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this EULA.

20.	Applicable Law
20.1.	The User acknowledges that materials and/or information supplied to the User under this EULA may be subject to the Applicable Law.
20.2.	The User must comply with the Applicable Law insofar as they affect materials and information supplied to the User under this EULA.
20.3.	Without prejudice to the generality of Clause 20.2, the User: must not import, export, market, publish, supply, disclose, transfer or transmit any materials or information supplied to the User under this EULA if such import, export, supply, disclosure, transfer or transmission would contravene any embargo or exclusion list applying under the Applicable Law; and must, where applicable, obtain all licenses and consents required under the Applicable Law for any import, marketing, publishing, export, supply, disclosure, transfer or transmission by or on behalf of the User of materials or information supplied to the User under this EULA.

SCHEDULE 1 (ACCEPTABLE USE POLICY)

1.	Introduction
1.1	This acceptable use policy (the "Policy") sets out the rules governing: the use of the Software, the Hosted Services and the Platform (including all integrated services) (the "Services"); and the transmission, storage and processing of content by you, or by any person on your behalf, using the Services ("Content").
1.2	References in this Policy to "you" are to any customer for the Services and any individual user of the Services (and "your" should be construed accordingly); and references in this Policy to "us" are to the Provider (and "we" and "our" should be construed accordingly).
1.3	By using the Services, you agree to the rules set out in this Policy.
1.4	We will ask for your express consent and agreement to the terms of this Policy before you upload or submit any Content or otherwise use the Services.
1.5	You must be at least 15 years of age to use the Services; and by using the Services, you warrant and represent to us that you are at least 15 years of age.

2.	General usage rules
2.1	You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.
2.2	You must not use the Services: in any way that is unlawful, illegal, fraudulent, deceptive or harmful; or in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity.
2.3	You must ensure that all Content complies with the provisions of this Policy.

3.	Unlawful Content
3.1	Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
3.2	Content, and the use of Content by us in any manner licensed or otherwise authorized by you, must not: be libellous or maliciously false; be obscene or indecent; infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right; infringe any right of confidence, right of privacy or right under data protection legislation; constitute negligent advice or contain any negligent statement; constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity; be in contempt of any court, or in breach of any court order; constitute a breach of racial or religious hatred or discrimination legislation; be blasphemous; constitute a breach of official secrets legislation; or constitute a breach of any contractual obligation owed to any person.
3.3	You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.

4.	Graphic material
4.1	Content must be appropriate for all persons who have access to or are likely to access the Content in question, and in particular for children over 15 years of age.
4.2	Content must not depict violence in an explicit, graphic or gratuitous manner.
4.3	Content must not be pornographic or sexually explicit.

5.	Factual accuracy
5.1	Content must not be untrue, false, inaccurate or misleading.
5.2	Statements of fact contained in Content and relating to persons (legal or natural) must be true; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.

6.	Negligent advice
6.1	Content must not consist of or contain any legal, financial, investment, taxation, accountancy, medical or other professional advice, and you must not use the Services to provide any legal, financial, investment, taxation, accountancy, medical or other professional advisory services.
6.2	Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.

7.	Etiquette
7.1	Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behavior on the internet.
7.2	Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.
7.3	Content must not be liable to cause annoyance, inconvenience or needless anxiety.
7.4	You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.
7.5	You must not use the Services for the purpose of deliberately upsetting or offending others.
7.6	You must where relevant ensure that Content is appropriately categorized.
7.7	You should use appropriate and informative titles for all Content.
7.8	You must at all times be courteous and polite to other users of the Services.

8.	Marketing and spam
8.1	You must not without our written permission use the Services for any purpose relating to the marketing, advertising, promotion, sale or supply of any product, service or commercial offering outside the agreed scope of the services on the Platform.
8.2	Content must not constitute or contain spam, and you must not use the Services to store or transmit spam - which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.
8.3	You must not send any spam or other marketing communications to any person using any email address or other contact details made available through the Services or that you find using the Services.
8.4	You must not use the Services to promote, host or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, multi-level marketing schemes, "get rich quick" schemes or similar letters, schemes or programs.
8.5	You must not use the Services in any way which is liable to result in the blacklisting of any of our IP addresses.
8.6	All use of the Services must comply with the rules on advertisements set out in the Danish Marketing Practices Act (in Danish “markedsføringsloven”) and specific requirements and regulations based on this act.

9.	Regulated businesses
9.1	You must comply with all relevant laws and regulations concerning regulated businesses, including without limitation for any purpose relating to gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity.
9.2	You must comply with all relevant laws and regulations concerning regulated businesses, including without limitation for any purpose relating to the offering for sale, sale or distribution of drugs or pharmaceuticals.
9.3	You must comply with all relevant laws and regulations concerning regulated business, including without limitation for any purpose relating to the offering for sale, sale or distribution of knives, guns or other weapons.

10.	Monitoring
10.1	You acknowledge that we may actively monitor the Content and the use of the Services, however we do not undertake any liability to do so.

11.	Data mining
11.1	You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services for purposes outside the scope of the provide Services.

12.	Hyperlinks
12.1	You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.

13.	Harmful software
13.1	The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.
13.2	The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.