These Terms and Conditions (“Terms”) governs your access to and use of the software development kits, application programming interfaces, software, and services (“Services”) which EPOS Group A/S (“EPOS”, “Us”, or “We”) makes available to you (“You” or “Developer”) via the EPOS Developer Portal (“Developer Portal”). For clarity, the term EPOS means EPOS Group A/S, company registration no. 39 82 02 42, a limited liability company incorporated under the laws of the Kingdom of Denmark, with its registered office address at Industriparken 27, 2750 Ballerup, Denmark.

Your agreement with EPOS will also include the additional terms (“Additional Terms”) of any separate license agreements, that You may be asked to accept in order to gain access to a Service on the Developer Portal.

1. DEVELOPER PORTAL

1.1 Application and acceptance

1.1.1 You must submit a complete and accurate application through the EPOS Developer Portal website to join the Developer Portal. The Developer Portal is located at https://developer.eposaudio.com/. Acceptance of Your application to join the Developer Portal is determined by EPOS in its sole discretion. When You provide electronic consent to these Terms, You agree to be bound by these Terms in case Your application to join the Developer Portal is approved. By providing an application to join the Developer Portal, You represent to Us that You have the legal authority to bind the Developer to these Terms. Each employee, agent, contractor, or other person who represents You or acts on Your behalf, including, without limitation, by accessing the Developer Portal, shall be considered a “User.” Users are required to accept these Terms to access the Developer Portal on Your behalf.

1.2 Amendments

1.2.1 EPOS may update or modify these Terms, or any Additional Terms related to the Developer Portal, from time to time in its sole discretion (each a “Policy” and together “Policies”). Policies are effective when they are made available to You through the Developer Portal or otherwise communicated to You in writing. Policies, or updates or modifications to Policies, will be effective when so indicated within such communications. EPOS will use its commercially reasonable efforts to provide advance notice of any Policy modifications, or termination.

1.3 Precedence

1.3.1 The Terms, together with any Additional Terms that You may accept, constitute a legally binding agreement between You and EPOS. If there is any contradiction between what the Terms say and what the Additional Terms say, then the Additional Terms shall take precedence.

2. PROVISION OF SERVICES BY EPOS

2.1 You acknowledge and agree, (i) that the form and nature of the Services which EPOS provides via the Developer Portal may change from time to time without prior notice to You, and (ii) that EPOS may stop (temporarily or permanently) providing the Services (in part or in total) to You or to users generally at EPOS’ sole discretion without prior notice to You.

3. USE OF THE SERVICES BY YOU

3.1 You warrant that You will only use the Services in accordance with the terms of the applicable Policies and any applicable laws, regulations or generally accepted practices or guidelines in Your jurisdiction.

3.2 You warrant, (i) only to access the Services via the interface that is provided by EPOS (i.e., via the Developer Portal), and (ii) not to access (or attempt to access) the Services via any automated means.

3.3 You warrant not to participate in any activity which will unreasonably interfere with or disrupt the Services or is likely to do so.

4. PASSWORD AND ACCOUNT SECURITY

4.1 You acknowledge and agree that You are responsible for maintaining the confidentiality of passwords associated with any account You use to access the Services. Accordingly, any activity in Your account shall be Your sole responsibility. For the avoidance of doubt, Users are not allowed to share passwords, user account details or other user credentials with third parties or other Users. If You discover any unauthorised use of Your password or Your account, You agree to notify EPOS hereof immediately by sending an email to devportal@eposaudio.com.

5. PERSONAL INFORMATION AND PRIVACY NOTICE

5.1 PERSONAL INFORMATION

5.1.1 The term “Personal Information” means any information or data that alone or together with any other information relates to an identified or identifiable natural person, or data considered to be personal data as defined under applicable laws, including but not limited to names and contact information on employees.

5.2 PRIVACY NOTICE

5.2.1 Personal Information made available by You or any of Your Users in connection with the Developer Portal, will be treated in accordance with the EPOS Privacy Notice available at www.eposaudio.com/en/dk/legal/privacy-notice.

6. INTELLECTUAL PROPERTY RIGHTS, TRADEMARKS ETC.

6.1 You acknowledge and agree, that EPOS (or EPOS’ licensors) owns all legal right, title, and interest in and to the Services, including any intellectual property rights which may subsist in the Services, whether such rights have been registered or not. Furthermore, You acknowledge and understand that the Services may contain confidential information which You may not disclose without EPOS’ prior written consent.

6.2 You may under no circumstances use EPOS’ name, trade name, logo, domain names, trademarks, designs, slogans or other distinctive brand features without the prior written consent of EPOS.

7. COMPLIANCE

7.1 GENERAL

7.1.1 Each of EPOS and You shall be responsible for its own compliance with laws, regulations, and other legal requirements applicable to the conduct of its business and these Terms.

7.2 COMPLIANCE BY USERS

7.2.1 You shall ensure that each User is aware of and is required to comply with these Terms and You agree that You are solely responsible for the acts and omissions of Your Users.

8. WARRANTY DISCLAIMER

8.1 EPOS makes no warranties and specifically disclaims all warranties and representations with respect to the Developer Portal and the Services provided thereunder, either express or implied. All Services and information in the Developer Portal is provided “as is”.

9. INDEMNIFICATION

9.1 To the extent permitted by law, You shall indemnify, defend, and hold harmless EPOS, and its successors and assigns from any claim, loss, fine, penalty, demand, cause of action, debt, damages, or liability (including reasonable attorney or legal fees, expenses, and court costs) arising from any violation by You or any User of these Terms or any Additional Terms, or any applicable laws or regulations.

10. LIMITATION OF LIABILITY

10.1 EPOS shall have no liability for any consequential, special, punitive, incidental, or indirect loss or damages arising from, out of, or relating to the Developer Portal or any of the Services offered thereunder, including any loss of business, income, or profits, or for lost or corrupted data or software. These limitations of liability shall apply to all claims for damages, whether based in contract, tort, breach of statutory duty, or otherwise, and whether EPOS knew or should have known the possibility of such damages. Nothing in these Terms is intended to exclude any liability resulting from gross negligence or willful misconduct or any liability which cannot be excluded or limited under applicable laws.

11. TERMINATION

11.1 You may terminate these Terms and withdraw from the Developer Portal at any time by providing written notice to EPOS at devportal@eposaudio.com.

11.2 EPOS may terminate these Terms and Your access to and use of the Developer Portal, in whole or in part, upon written notice to You, if (i) You breach these Terms or any Additional Terms, or (ii) EPOS is required to do so by law. In addition, EPOS, in its sole discretion, may terminate these Terms and your access to and use of the Developer Portal in whole or in part, for all developers, or for You alone, without cause, upon thirty (30) days’ notice (notices may be made available by EPOS through the Developer Portal or be otherwise communicated to you in writing).

11.3 Upon termination of these Terms, all of the legal rights, obligations and liabilities set out herein shall cease to exist, unless they are specifically or by their nature determined to continue indefinitely, in which case they shall be unaffected by the termination. Sections 3.1, 6.1, 6.2 and 12.11.1 of these Terms will survive the termination of these Terms. For the avoidance of doubt, the termination of these Terms will not affect any of the Additional Terms, noting that any such Additional Terms can only be terminated as specifically set out therein.

12. MISCELLANEOUS

12.1 INDEPENDENT CONTRACTORS

12.1.1 You and EPOS are independent contractors and shall have no authority to bind the other. Neither these Terms nor Your access to or use of the Services offered under the Developer Portal, shall be deemed to create a partnership, agency, joint venture, franchise, or other similar arrangement, and the employees, agents, or representatives of one party shall not be deemed to be employees, agents, or representatives of the other party.

12.2 ASSIGNMENT

12.2.1 You may not assign these Terms or any of Your rights under the Developer Portal or these Terms, nor delegate any of Your obligations, to any third party, voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law or any other manner without EPOS’s prior written consent. Any attempted assignment, sub-license, or transfer in violation of the foregoing shall be null and void. Any successor to Your company in a corporate transaction may apply as a new partner under these Terms.

12.3 MODIFICATIONS

12.3.1 We retain the right to modify the Developer Portal and the Services provided thereunder, including the Policies, at any time. We will provide notice of changes through the Developer Portal. You are responsible for regularly checking the Developer Portal, and Your continuing participation in, and performance under, the Developer Portal shall be deemed to be Your acceptance of such changes as of the effective date of the modifications.

12.4 SEVERABILITY

12.4.1 If any provision herein is void or unenforceable, You and EPOS agree to delete such provision and agree that the remainder of the Terms will continue to be in effect.

12.5 WAIVER

12.5.1 EPOS’s failure to enforce Your strict performance of any term herein will not constitute a waiver of EPOS’s right to subsequently enforce such term or any other term of these Terms.

12.6 SURVIVAL

12.6.1 All obligations herein, which by their terms or nature survive termination or expiration of these Terms, will continue thereafter until fully performed.

12.7 FORCE MAJEURE

12.7.1 Neither party will be liable for any failure or delay in the performance of its obligations, in whole or in part, directly or indirectly, during any period if performance is delayed or rendered impracticable or impossible due to reasonably unforeseeable circumstances beyond that party’s reasonable control.

12.8 REFERENCES

12.8.1 You shall not directly or indirectly issue or release any written publicity, marketing collateral, press release, or other public announcement, relating in any way to these Terms or Your participation in the Developer Portal, or Your relationship with EPOS except to the extent expressly permitted by EPOS in writing through the Developer Portal or otherwise provided by EPOS.

12.9 ENTIRE AGREEMENT

12.9.1 All Policies, along with revisions to such Policies as may be posted from time to time to the Developer Portal by EPOS, constitute the entire agreement between the Developer and EPOS regarding the Developer Portal and the Services offered thereunder. The Developer expressly disclaims any reliance on statements or representations made by EPOS that are not embodied in the Policies or on EPOS’s prior course of conduct.

12.10 NOTICE

12.10.1 EPOS may provide notice to the Developer under these Terms through the Developer Portal, or by e-mail using the information included in Developer’s profile as must be kept up to date by Developer from time to time and shall be considered effective or received when transmitted to Developer. Developer will provide all notices by mail to devportal@eposaudio.com and such notice will be effective when received. A corporate name change of either party shall not require approval by the other party, unless part of a transaction requiring consent under these Terms.

12.11 GOVERNING LAW

12.11.1 The parties agree that all issues, questions, and disputes concerning the validity, interpretation, enforcement, performance or termination of these Terms, and all matters of extra-contractual and/or tort liability, if any, arising out of or in relation with these Terms shall be determined in accordance with the laws of the Kingdom of Denmark, without regard to its conflicts of laws principles. Any dispute arising between the parties arising out of or in connection with these Terms and/or any contractual or non-contractual (including pre-contractual) matters in connection with its conclusion, validity, interpretation, enforcement, performance and termination will be submitted to the exclusive jurisdiction of the Danish courts.

12.11.2 The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

12.12 ELECTRONIC ACCEPTANCE

12.12.1 By electronically clicking “I accept” or other similar language, You acknowledge and agree on behalf of the Developer entity that (i) You have read these Terms, (ii) You are authorized to agree to the terms of these Terms on behalf of the Developer, and (iii) each of the terms and conditions of these Terms will be binding and enforceable on and against the Developer.