Terms and conditions

24Slides is a business providing its customers with professionally designed slides, increasing the impact and quality of presentation, by redesigning, redrawing and brushing up draft slides provided by the customers.

Terms and conditions of contract between
24Slides ApS
CVR-nr. 36505680
Skudehavnsvej 17A
2150 Nordhavn
Denmark

Phone: +14157999020

E-mail: info@24slides.com

("Company"),
a company incorporated in Denmark, and
you, or the legal entity you represent, as a customer ("Customer").

General Terms and Conditions for Services

These General Terms and Conditions for Services (the “Terms”), together with the other Contract Documents, (collectively, the “Contract”) are entered into as of the Effective Date by and between 24Slides, on the one hand, and the company or companies in the Order Form (“Customer”) to which these Terms are attached, on the other hand. These Terms (including any Contract Documents) govern the relationship between Customer and 24Slides for 24Slides’ delivery of its Services to Customer and Customer’s use of the Services as set forth under the Contract. Accordingly, 24Slides objects to any additional or different terms and conditions, whether contained in Customer’s purchase order, forms or otherwise.

1. Services

1.1 Services. 24Slides has developed a platform that offers design, material, and editing services for commercial slide presentations, where the Customer can gain access and submit its Customer Material (as defined in Section 6.1 (a)) under a Service Request (as defined in Section 2.1) for 24Slides to provide its Services (as defined in Section 14.13). Pursuant to the terms and conditions of the Contract, 24Slides will, for the Term of the Contract, provide the Customer with access to its Services, under which the Customer may submit a Service Request for 24Slides to deliver its Services to the Customer Material (collectively, "Designs"), unless the Contract is terminated or expires in accordance with the terms and conditions of these Terms.

1.2 Additional Services. The Customer may, from time to time, request additional services to be added to the Customer's existing suite of Services. The Parties acknowledge and agree that any subsequent Order Forms, executed by the Parties for such additional services, shall be considered an integral part of the Contract and these Terms will apply. Each Order Form shall adhere to the terms and conditions set forth in the Contract. In the event of a conflict between the terms of these Terms and those of any Order Form, the provisions of these Terms shall prevail, unless the Order Form expressly states that it supersedes specific sections of these Terms and is duly executed in writing by both Parties. In such event, the terms of the Order Form will prevail, but only with regard to the specific conflict identified in the Order Form.

1.3 Changes. 24Slides reserves the right, in its sole discretion, to make any changes to the Services and 24Slides Materials that it deems necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of 24Slides' services to its customers; (ii) the competitive strength of or market for 24Slides' services; or (iii) the Services' cost efficiency or performance; or (b) to comply with applicable Law.

1.4 Suppliers and Subcontractors. 24Slides may from time to time in its discretion engage third parties to perform Services (each, a "Subcontractor"), or its Affiliates.

1.5 Personnel. 24Slides shall ensure that its personnel performing the Services: (i) have the necessary skill and experience to perform the Services; and (ii) use, when appropriate, standard commercially available computer software virus detection and prevention software while performing the Services.

1.6 Customer's Obligation. In order to enable 24Slides to fulfil its obligations under the Contract related to the provision of the Services, the Customer shall: (i) implement effective project management and apply sufficient technical and managerial resources; (ii) fully cooperate with 24Slides and make available, without charge, any reasonable information which are requested by 24Slides; (iii) maintain all applicable licenses required to use the Services, and (iv) appoint a service manager to serve as the Customer's primary point of contact for day-to-day communications, consultation, and decision-making regarding the Services and the Contract.

1.7 No Performance Obligation. Customer acknowledges and agrees that 24Slides will be under no obligation to provide the Services if Customer is in breach of a term of Section 1.7 (Customer's Obligations) or fails to pay any Fees due or breach any other of its obligations under the Contract.

2. Request and Delivery

2.1 Service Request. Customer or its Affiliates may issue a request to 24Slides for 24Slides to provide its Design to the Customer Material (the "Deliverables") submitted through its site (such a blanket request to be referred to as a "Service Request"). 24Slides will use commercial efforts to respond within 24 hours of the Service Request during normal business hours 09:00 AM to 17:00 CET.

2.2 Delivery. Unless otherwise notified, 24Slides will use commercial efforts to deliver the Deliverables within 24 hours of the Services Request. Any delivery estimates are good faith estimates only and may be subject to changes. Accordingly, time will not be considered of the essence, and 24Slides will not be held liable for any damage or loss that Customer may suffer as a result of delay or non-delivery. Delivery is contingent upon the Customer providing all necessary information for 24Slides to process and complete the Service Request, and the 24 hour estimated delivery time does not apply if: (i) the Service Request is submitted on a national holiday or outside of 24Slides' regular business hours; (ii) the Customer Material is unreadable or contains errors or deficiencies; (iii) 24Slides requests additional clarification about the Service Request or asks the Customer to resolve a deficiency or error in the Service Request or Customer Material, or (iv) if the Customer has a separately agreed access to request a quicker delivery, e.g. a premium online access. Even after a Service Request is submitted, 24Slides may request the Customer to provide additional information to complete and deliver the Service Request. 24Slides reserves the right to change the delivery date if the Customer does not provide the requested information within a reasonable time. 24Slides delivers the Deliverables on the Platform to the deadline agreed with the Customer, either individually or by the generally applicable deadline applicable under the Customer's subscription. Delivery of the Deliverables is made in a .ppt or .pptx file or in any other formats specified by the Customer when placing an order, and will be available immediately after approval of the slides.

2.3 10 Hour Turnaround Times. Certain subscription tiers include access to a special feature allowing subscribers to request a faster turnaround time of 10 hours for urgent work. The 10 hour turnaround feature is available subject to availability and capacity with 24Slides's designers and 24Slides does not warrant or guarantee that a turnaround of less than 24 hours in accordance with Section 2.2 is available at any time. If making use of the option to request an urgent 10 hour turnaround, the Customer's dedicated team, if applicable, may not be available and 24Slides may allocate such requested work to another available team in the organization if required.

2.4 Revision of Deliverables. Upon delivery of the Deliverables, the Customer is entitled to the number of revisions of the Services stated in the Order Form free of charge. After the final free revision, further requests made by the Customer for work to be carried out on the Services delivered and revised will be billed at a separate rate. The 24Slides will inform the Customer of the price before commencing the work. Free revision of Services delivered does not include any incorporation of new ideas by the Customer.

2.5 Approval of Deliverables. The Customer approves the Deliverables on the Platform, either after the first delivery or after the first or second revision.

2.6 If the Customer has not responded by 24Slides's third attempt to contact the Customer to have the Deliverables approved, the 24Slides will consider the Deliverables and any revisions approved and the Customer's payment card will be charged in accordance with the below chapter on payment.

3. Use and Restrictions

3.1 Access and Use. Subject to and conditioned on Customer's compliance with the terms and conditions of these Terms, 24Slides hereby grants Customer a non-exclusive, revocable, non-transferable and non-sublicensable limited right to access and use the Services during the Term in accordance with the terms and conditions herein. Such use is limited to Customer's internal use.

3.2 Deliverables. Subject to and conditioned on Customer's compliance with the terms and conditions of these Terms, 24Slides hereby grants the Customer a non-exclusive, revocable, non-transferable, and non-sublicensable limited right to use the Designs in the Deliverables for presentation purposes only, anywhere in the world. 24Slides, as the owner of all Intellectual Property Rights in the Designs used in the Deliverables, retains the right to reproduce the Designs in other mediums, to prepare derivative works based on them, to distribute copies of the Designs, and to display the Designs publicly.

3.3 Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Services or 24Slides Materials except as expressly permitted by the Contract and, in the case of Third-Party Materials, the applicable third-party license agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as these Terms expressly permits; (A) copy, modify, or create derivative works or improvements of the Services or 24Slides Materials; (B) transfer, lease, loan, resell for profit, distribute or otherwise grant any rights in the Services or 24Slides Materials to any Person; (C) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Materials, in whole or in part; (D) input, upload, transmit, or otherwise provide to or through the Services or systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code; (E) or that violates any applicable Law; (F) or otherwise access or use the Services or 24Slides Materials beyond the scope of the authorization granted under this Section 3.3.

3.4 Service Usage. The Order Form sets forth Fees for designated levels of use of the Services and delivery of Deliverables (a "Service Allocation"), beginning with the Fees payable by Customer for the levels of use of the Services and delivery of Deliverables in effect as of the Effective Date. If Customer exceeds its Service Allocation for any relevant period, Customer shall also pay to 24Slides the applicable excess usage Fees for the levels of use of the Services and delivery of Deliverables as set forth in the Order Form.

3.5 No Grant. Nothing in the Contract grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, the Designs, 24Slides Materials, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the Designs, 24Slides Materials, and the Third-Party Materials are and will remain with 24Slides and the respective rights holders in the Third-Party Materials. Customer acknowledges and accepts that Customer does not acquire under the Contract any right or license to use the Services or Designs or 24Slides Materials in excess of the scope and/or duration of the Services stated under the Contract. Except as otherwise set forth under these Terms, upon termination or expiration of the Contract, Customer's and its Users' right to access and use the Services will terminate and all licenses will be revoked.

4. Payment

4.1 Fees. Customer shall pay 24Slides the fees set forth in the Order Form ("Fees") in accordance with this Section 4. The Fee is based on the Service Allocation for the Services and the Deliverables. It includes the cost of standard infrastructure utilization. Customer shall pay all Fees on or prior to the due date specified in the Order Form.

4.2 Taxes. All Fees and other amounts payable by Customer under the Contract are exclusive of taxes and similar assessments. Without limiting the foregoing, Customer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer hereunder, other than any taxes imposed on 24Slides' income

4.3 Late Payment. If Customer fails to make any payment when due then, in addition to all other remedies that may be available: (a) 24Slides may charge interest on the past due amount at the highest rate permitted under applicable Law; (b) Customer shall reimburse 24Slides for all costs incurred by 24Slides in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; (c) and if such failure continues for fifteen (15) days following written notice thereof, 24Slides may suspend performance of the Services and any deliver any Deliverables until all past due amounts and interest thereon have been paid, or terminate the Contract, without incurring any obligation or liability to Customer or any other Person by reason of such suspension.

4.4 Fee Adjustment. 24Slides may once per year, at 24Slides' sole discretion and with sixty (60) days' notice, adjust the Fees for the Services to the greater of the Consumer Price Index (CPI) or five (5) %. if, after the price increase notice period, the Customer uses the Services, the new costs and charges shall be deemed agreed.

5. Warranty

5.1 Disclaimer. 24Slides does not warrant that the Services will be uninterrupted or error free or the Deliverables or the Designs will be error free, nor does 24Slides make any warranty as to the results that may be obtained from use of the Services or the Deliverables or Designs. The Services and any Deliverables or Designs are provided "AS IS", "WITH ALL FAULTS" and "AS AVAILABLE," and 24Slides disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose and noninfringement. For purposes of clarity and without limiting the generality of the foregoing, 24Slides does not warrant that the Services and any Deliverables or Designs will be uninterrupted or error free or content loss will not occur, nor does 24Slides make any warranty as to the results that may be obtained from use of the Services or Deliverables or Designs, and Customer acknowledges that computer and telecommunications systems are not fault-free and occasional periods of downtime may occur. Customer further acknowledges that it has not relied upon any representation or warranty made by 24slides, or any other person on 24slides's behalf.

6. Proprietary Rights

6.1 Definitions. In addition to the terms defined elsewhere in these Terms, as used herein, the following terms shall have the meanings set forth below:

(a) "Customer Material" means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly, from Customer or an Affiliate by or through the Services. For the avoidance of doubt, Customer Material does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer or any Affiliate.

(b) "Intellectual Property Right" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

(c) "24Slides Material" means the Services, specifications, documentation, and systems and any and all other information, data, documents, materials, Design, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by 24Slides or any subcontractor in connection with the Services or Deliverables otherwise comprise or relate to the Services. For the avoidance of doubt, 24Slides Materials include Resultant Data and any information, data, or other content derived from 24Slides's monitoring of Customer's access to or use of the Services, but do not include Customer Material.

(d) "Resultant Data" means data and information related to Customer's use of the Services that is used by 24Slides in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services.

6.2 24Slides Material. All right, title, and interest in and to the 24Slides Material, including all Intellectual Property Rights therein, are and will remain with 24Slides and, with respect to Third-Party Materials, the applicable third-party provider own all right, title, and interest, including all Intellectual Property Rights, in and to the Third-Party Materials. Customer has no right, license, or authorization with respect to any of the 24Slides Materials except as expressly set forth in Section 3.1 and Section 3.2 or the applicable third-party license, in each case subject to Section 3.3 and the terms of these Terms. All other rights in and to the 24Slides Materials are expressly reserved by 24Slides. In furtherance of the foregoing, Customer hereby unconditionally and irrevocably grants to 24Slides an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto.

6.3 Customer Material. As between Customer and 24Slides, Customer is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Material, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 6.4.

6.4 Consent to Use Customer Material. Customer hereby irrevocably grants all such rights and permissions in or relating to Customer Data as are necessary or useful to 24Slides, its subcontractors, and the 24Slides Personnel to enforce the Contract and exercise 24Slides', its subcontractors', and the 24Slides Personnel's rights and perform 24Slides', its subcontractors', and the 24Slides Personnel's obligations hereunder.

7. Intellectual Property Right Risk Mitigation

7.1 Mitigation. If any of the Services or Designs or Deliverables or 24Slides Materials are, or in 24Slides' opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Right, or if Customer's or use of the Services or Designs or Deliverables enjoined or threatened to be enjoined, 24Slides may, at its option and sole cost and expense: (a) obtain the right for Customer to continue to use the Services and Designs materially as contemplated by the Contract; (b) modify or replace the Services and Designs, in whole or in part, to seek to make the Services and Designs (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Services and Designs, as applicable, under the Contract; or (c) by written notice to Customer, terminate the Contract with respect to all or part of the Services and Designs, and require Customer to immediately cease any use of the Services and Designs or any specified part or feature thereof, provided that if such termination occurs prior to 1 year after the Effective Date, subject to Customer's compliance with its post-termination obligations set forth under the Contract, Customer will be entitled to a prorated refund based on the unused portion of the service. The foregoing shall be the sole and exclusive remedy available to Customer.

8. Online Orders

8.1 This Section 8 applies specifically to orders placed online by the Customer and thus received automatically through the Platform as defined below without any initial customer representative contact and applies in addition to the other terms of these Terms governing in general.

8.2 Price and payment. 24Slides provides to the Customer relevant information regarding price and delivery procedure before the Customer completes payment for the order. The Customer may start using the Services provided under a subscription upon the processing of the Customer's payment.

8.3 Subscription fees billed by payment card. Subscription fees billed by payment card fall due immediately when placing an order for a subscription and subsequently immediately upon the automatic renewal of each subscription period.

8.4 Credit packages. Credit packages fall due immediately when placing an order for a package, and the credits are added to the Customers account and are available immediately upon 24Slides's receipt of payment.

8.5 Payment for individual orders. When Services are purchased on a case–by–case basis, the Customer pays per delivery. Payment for the Services falls due immediately upon the Customer's approval of the slides on the Platform, or upon the 24Slides's third attempt to contact the Customer to have the Services and/or revisions approved, as the case may be.

9. Confidentiality

9.1 Confidentiality Obligation. A Party shall keep all Confidential Information strictly confidential and shall not without the other Party's prior written consent disclose it to any Third-Party or use it for any purpose other than the performance of this Agreement.

9.2 The duties set out in Section 7.1 shall not apply to Confidential Information of the other Party that: (i) is publicly available, (ii) is obtained from a Third-Party in good faith or (ii) is disclosed in order to comply with applicable law.

10. Limitation of Liability

10.1 Exclusion of Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY UNDER THE CONTRACT OR THESE TERMS, IN NO EVENT WILL 24SLIDES OR ANY OF ITS PARENT COMPANIES, LICENSORS, SUBCONTRACTORS, OR AFFILIATES OR ANY OF THEIR REPRESENTATIVES (THE "24SLIDES GROUP") BE LIABLE UNDER THE CONTRACT OR THESE TERMS UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY LOSS OF ANTICIPATED REVENUE OR PROFITS, CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL OR INCIDENTAL DAMAGES, LOST DATA, FAILURE TO TRANSMIT OR RECEIVE ANY DATA OR INFORMATION, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2 Maximum Liability. IN NO EVENT WILL 24SLIDES GROUP'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS AND THE CONTRACT, OR IN ANY WAY RELATING TO, ARISING OUT OF, OR RESULTING FROM ANY SERVICE(S), DESIGNS, OR DELIVERABLES, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, PERSONAL INJURY, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO 24SLIDES BY THE CUSTOMER FOR THE SERVICES UNDER THE CONTRACT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH THE FIRST EVENT GIVING RISE TO THE ACTION, OMISSION, EVENT, CLAIM, OR CHARGE CAUSING LIABILITY OCCURRED. The foregoing limitations of liability are independent of any exclusive remedies for breach of warranty set forth in these Terms.

10.3 Essential Basis. CUSTOMER ACKNOWLEDGE AND AGREE THAT THE FEES SET FORTH UNDER THE CONTRACT AND THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 9 FORM AN ESSENTIAL BASIS OF THE PARTIES' BARGAIN AND REFLECTS THE ALLOCATION OF RISK IN THE CONTRACT, AND THAT, ABSENT ANY OF SUCH DISCLAIMERS, EXCLUSIONS OR LIMITATIONS OF LIABILITY, THE TERMS OF THE CONTRACT, INCLUDING, WITHOUT LIMITATION, THE ECONOMIC TERMS, WOULD BE SUBSTANTIALLY DIFFERENT.

10.4 Mitigation. Each Party shall take all reasonable steps to mitigate any loss and damage it incurs in relation to any claim or action, whether for tortious act or omission including negligence, breach of contract, misrepresentation, under any indemnity or otherwise, which it brings against the other.

11. Formation of Contract, Term and Termination.

11.1 Formation of Contract. A contract between the Parties is formed when i) upon the Customer's submission of an Order Form to 24Slides, which constitutes an offer, 24Slides accepts the offer; ii) the Customer places an order for a subscription online on 24Slides's Platform; iii) the Customer purchases a credit package on the Platform or offline, or iv) the Customer uploads to the Platform draft slides upon which 24Slides quotes a price (the offer) for the task requested and the Customer accepts the price quoted (acceptance).

11.2 Term. The term of this Contract shall commence on the Effective Date and continue in effect for the period stated in the Order Form (the "Initial Term" ), unless terminated earlier pursuant to any of the Contract's express provisions. At the expiry of the Initial Term, the Contract shall automatically renew for a period of the same length as the Initial Term unless earlier terminated in accordance with this Contract's express provisions or unless either Party gives the other Party written notice of non-renewal at least ninety (90) days prior to the expiration of the then-current term, or if the Initial Term is for a shorter period, then at least on the day of the renewal of the term. The Contract for slides purchased from time to time when the Customer does not have a subscription shall commence in accordance with Section 11.1 and terminate by performance when each Party has performed all their obligations under the Contract, including all express and implied terms.

11.3 Termination for Cause. Either Party has the right to terminate the Contract upon written notice of termination given to the other Party if the other Party: (i) commits a material breach or default under the Contract (including a failure to pay any Fees or other fees due to 24Slides), which breach or default is not remedied within thirty (30) days after receipt of written notice thereof by the Party in breach or default or is not capable of being remedied within such thirty (30) day period or (ii) (a) makes an assignment for the benefit of creditors; (b) permits the appointment of a trustee or receiver of all or a substantial part of its assets; (c) is generally unable to meet its obligations when due, or (d) institutes voluntary proceedings in bankruptcy or insolvency, permits involuntary institution of such proceedings against it, or commits any other act of bankruptcy.

11.4 Effect. Termination or expiration of the Contract shall not, by itself, entitle the Customer to any refund for any fees paid in advance or a prorated refund of any ongoing service charges for a binding period (commitment) for the Services.

11.5 Credits. Any unused credits will terminate and be forfeited upon the expiration or termination of this Contract. Unused credits will not be paid out to the Customer or otherwise have any value upon Contract termination or expiration. Credits expire on the same date 12 months after the date of purchase. For Customers with a subscription, credits are added monthly on the day of the month on which the subscription term started running and credits expire on a rolling 12 months basis.

12. Security, Privacy and Data Protection

12.1 Information Security. The Customer shall not provide or disclose any personal information to 24Slides unless a Data Processing Agreement (DPA) has been executed between the Parties, setting out the terms of processing such personal information. In the event a DPA is in place, the Provider agrees to implement appropriate security measures and, where applicable, process personal information in accordance with the terms of the DPA and applicable data protection laws. The Customer agrees to indemnify, defend, and hold harmless 24Slides Group from and against any and all Claims, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or in connection with Customer's disclosure or provision of any personal information to 24Slides without 24Slides's prior written consent, including without limitation, any failure to execute and sign a data processing agreement (DPA) as required under this Contract. This indemnification applies to any Claims brought against 24Slides for violations of applicable privacy laws as a result of such unauthorized disclosure or provision of personal information by Customer.

12.2 Hosting and Subcontractors. Customer is hereby notified that 24Slides subcontracts its hosting services to Digital Ocean and is using Affiliates and subcontractors to perform part of the Services. 24Slides assume no liability whatsoever that the cloud service provider complies with and guarantees the valid provisions of any Data Protection Laws.

13. Miscellaneous

13.1 Entire Agreement. These Terms and each Contract constitute the entire agreement between the Parties with respect to their subject matter, and supersedes all prior oral or written representations or agreements by the Parties with respect to the subject matter thereof. No subsequent terms, conditions, understandings, or agreements purporting to modify these Terms or the Contract will be binding unless in writing and signed by both Parties.

13.2 Force Majeure. Neither Party shall be liable to the other for any delay or failure in performing its obligations under the Contract to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that Party, without such Party's fault or negligence, and which by its nature could not have been foreseen by such Party or, if it could have been foreseen, was unavoidable. Such causes shall include, without limitations: (a) acts of God; (b) storms, pandemic restrictions, flood, fire, earthquake or explosion; (c) war, invasion, hostilities, terrorist threats or acts, riot of other civil unrest; (d) strikes, labor stoppages, supply chain issues, or slowdowns or other industrial disturbances; and (e) national or regional emergency and restrictions (each a "Force Majeure Event").

13.3 Survival. Any provision of these Terms which by its express terms or by its nature is intended to survive the expiration or termination of the Contract will survive any such expiration or termination. Without limiting the foregoing, Section 1 (Services), Section 3 (Use and Restrictions), Section 4 (Payment), Section 5 (Warranty), Section 6 (Proprietary Rights), Section 9 (Confidentiality), Section 10 (Limitation of Liability), Section 13 (Miscellaneous), and 14 (Definitions) shall survive termination or expiration of the Contract.

13.4 Assignment. Customer shall not assign, transfer or delegate any of its rights or obligations under the Contract without the prior written consent of 24Slides. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve Customer of any of its obligations hereunder. 24Slides may at any time assign, transfer or subcontract any or all of its rights or obligations under the Contract without Customer's prior written consent.

13.5 Notice. All notices pertaining to the Contract must be in writing and delivered to the contact information provided by each Party under the Contract. The notice may either by; (a) by registered or certified mail; (b) by email addressed to the authorized representative.

13.6 Governing Law. This Contract and all matters arising out of or relating to this Contract shall be governed by and construed in accordance with the internal laws of the Kingdom of Denmark, without giving effect to any choice or conflict of law provision or rule (whether of the Kingdom of Denmark or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the Kingdom of Denmark.

13.7 Arbitration. Any dispute, claim or controversy arising out of or relating to these Terms or the Contract or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of the Contract or these Terms to arbitrate, shall be determined by final arbitration by the Danish Institute of Arbitration in accordance with the Rules of Arbitration adopted by the Board of the Danish Institute of Arbitration. The existence, content and result of the arbitration shall be held in confidence by the Parties, their representatives, any other participants, and the arbitrator. The arbitration will be conducted by a single arbitrator who is familiar with the laws of the Kingdom of Denmark and able to read and understand Danish, selected by agreement of the Parties or, failing such agreement, appointed in accordance with the Danish Institute of Arbitration rules in accordance with the requirements set forth in this Section. The arbitration will be conducted in the English language in Copenhagen at the Danish Institute of Arbitration. Each Party will bear its own expenses in the arbitration and will share equally the costs of the arbitration; provided, however, that the arbitrator may, in their discretion, award reasonable costs and fees to the prevailing Party. The arbitrator will have full power and authority to determine issues of arbitrability and to interpret or construe the applicable provisions of these Terms and the Contract and to fashion appropriate remedies for breaches hereof (including interim or permanent injunctive relief); provided that the arbitrator will not have any right or authority: (i) in excess of the authority of a court having jurisdiction over the Parties and the dispute would have absent this arbitration agreement; or (ii) to modify the terms of these Terms or the Contract. The Parties further consent to the jurisdiction of any state or federal court with subject matter jurisdiction located within a district that encompasses assets of a Party against whom a judgment (or award) has been rendered for the enforcement of the judgment (or award) against the assets of such Party.

13.8 Entire Agreement. These Terms and Contract Documents, and all related exhibits, appendices, and schedules constitutes the sole and entire agreement between the Parties with respect to the subject matter of the Contract and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, understandings and agreements between the Parties, whether oral or written, with respect to the subject matter of the Contract.

13.9 Amendment. No modification, deletion, addition or waiver of the terms of the Contract shall be binding on either Party unless made in writing and signed by a duly authorized representative of each Party.

14. Definitions.

In addition to the terms defined elsewhere in these Terms, as used herein, the following terms shall have the meanings set forth below:

14.1 "24Slides" means the entity identified in the Order Form.

14.2 "Affiliates" means with respect to an entity, any other entity or person controlling, controlled by, or under common control with, such entity. For purposes of the Contract, "control" means possessing, directly or indirectly, the power to direct or cause the direction of the management, policies or operations of an entity, whether through ownership of voting securities, by contract or otherwise.

14.3 "Claim(s)" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory, or other, whether at law, in equity, or otherwise.

14.4 "Confidential Information" means information that a Party provides to the other Party in connection with this Agreement and that concerns the disclosing Party's business, including, without limitation, information on finances, development, production, marketing, sale, products, services, customers, suppliers, knowhow, trades secrets and the terms of this Agreement.

14.5 "Contract Document" means these Terms, the Order Form and other documents attached to the Order Form, including, inter alia, 24Slides's data privacy policy, a data processing agreement, and may include a non-disclosure agreement.

14.6 "Effective Date" means the date which pursuant to Section 11.1 and the Order Form this Contract is formed and entered into.

14.7 "Law(s)" means any statute, regulation, ordinance, rule, order, decree or governmental requirement enacted, promulgated or imposed by any governmental authority at any level (e.g., municipal, county, province, state or national).

14.8 "Person(s)" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

14.9 "Platform" means the web-application on 24Slides's online site (website).

14.10 "24Slides Personnel" means all individuals involved in the performance of Services as employees, agents, or independent contractors of 24Slides or any subcontractor or Affiliates.

14.11 "Order Form" means a document based on 24Slides's order form template (online form or digital document, e.g. pdf), including its schedules, that sets forth the services, Service Allocation, and Fees to be paid by the customer, as agreed upon by both Parties, and which has been duly executed by authorized representatives of both Parties.

14.12 "Party" means each of 24Slides and the Customer, collectively the "Parties".

14.13 "Service(s)" means, individually or jointly, Fix-up, Redesign, Redraw, Add-Ons, and other services, as defined in the Order Form, as amended from time to time.

14.14 "Third-Party Materials" means materials and information, in any form or medium, including any open-source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services or Design or Deliverables that are not proprietary to 24Slides.