Terms of Use

Introduction
Combinus is a network platform that connects people and businesses into networks in a stimulating structure around common interests.

These Terms of Use govern the access to and use of Combinus’ Services. By accessing or using our Services, you accept and agree to be bound by these Terms of Use, and warrant that you are authorized to accept these Terms of Use and to enter into an agreement with Combinus (“Agreement”).

The appended Privacy Policy (it may also be referred to as a Data Processing Agreement) is an integral part of these Terms of Use. By accepting these Terms of Use you also accept and agree to be bound by the Privacy Policy.

Definitions
“Combinus”, “we”, “our”, “ours”, “us” means Combinus A/S (Danish Business Reg. No. 40389970).

“Customer”, “you”, “your”, “yours” means anybody who is accessing or using the Services, be it either an Organizer, an Admin, User or a visitor of Combinus’ website.

“Services” means Combinus’ website, mobile application, software and the features and functionalities they provide

“Organizer” means an organization, department of an organization or an individual who has a Subscription.

“Admin” means an individual whom an Organizer has authorized to administrate the Network(s) purchased by an Organizer.

“User” means an individual to whom the Organizer has designated a User Account. “User Account” means an account designated to a User by an Organizer.

“Admin Account” means an account designated to an Admin by an Organizer. “Organizer Account” means an account created by an Organizer.

“Account” means any type of account you may have with Combinus, be it either an Organizer, Admin or a User Account.

“Subscription” means registering an Organizer Account for an organization or an individual and purchasing a Network.

“Network” means a set number of User Accounts purchased by an Organizer for designated Users which allows them to participate in a virtual working space by using the Services.

“Role” means a collection of Users which an Organizer or an Admin creates within a Network to manage their accesses to Topic Groups and permissions in the Network.

“Topic Group” means a group within the network where Content about a particular topic can be posted and viewed by others with access to the Topic Group.

“Content” means texts, pictures, graphics, videos, files, messages, sketches, plans, patterns, calculations, information, as well as any other materials which a Customer posts using the Services.

Services
For Organizers
Subscription. If you are an organization, department of an organization or an individual who wants to use the Services, you need to register an Organizer Account with Combinus and purchase a Network. Once you have registered an Organizer Account and purchased a Network, you may designate User Account(s) to the User(s) you invite to the Network(s). If you use up all of the User Accounts in the Network, you may not invite more Users to your Network(s) and you need to upgrade your Network. You hereby warrant that the information you use for registering an Organizer Account is full, accurate and correct. You are solely responsible for the confidentiality of your Organizer Account, including the password and log-in information. Further, you are solely responsible for the way your Organizer Account is used. Without prejudice to the above, Combinus reserves the right to suspend or delete the Organizer Account and the Network(s) purchased through it at Combinus’ sole discretion and without any liability on Combinus’ side, if Combinus decides that such actions are necessary, for example in case of breach of these Terms of Use or applicable law.
One account per Organizer. Each Organizer may have only one Organizer Account. The Organizer is identified by the name and the email used for the Subscription.
Admin(s). As an Organizer you may authorize individuals from or outside of your organization or department to administrate your Network(s). You may do so by providing their names and emails in the relevant feature in the Services and thus designating Admin Accounts to them. You may designate only one Admin Account per person for each Network. You are solely responsible for the way the Admins administrate your Network(s). You hereby agree and acknowledge that as an Organizer, you will use the personal data of the person you want to authorize as an Admin, for said authorization, only provided that you have his/her consent or that you are otherwise authorized to use his/her personal data for the authorization.
If you have been authorized as an Admin, the Organizer will send you an email with an invitation to activate the Admin Account. You must agree to these Terms of Use and the Privacy Policy to activate the Admin Account and to access and use the Services. Upon logging onto the Services for the first time, you are initially asked to accept and agree to be bound by these Terms of Use. By continuing the Admin Account creation process, as well as by further accessing and using the Services, you warrant that you are the person for whom the Admin Account is intended. If we find out that you are not that person, we are entitled to delete the Admin Account you are using without any liability on our side.

The responsibility for the Admin Account’s confidentiality, including the password and log-in information, as well as for the way the Admin Account is used and administered, is determined by the relationship between the Organizer and the Admin and any agreements, policies and practices the Organizer and the Admin might have between themselves. Combinus is not responsible for the way the Admin Account is used and administered, nor for the confidentiality of the password and log-in information associated with the Admin Account. Without prejudice to the above, Combinus reserves the right to suspend or delete an Admin Account at Combinus’ sole discretion and without any liability on Combinus’ side, if Combinus decides that such actions are necessary, for example in case of breach of these Terms of Use or applicable law. Notwithstanding the above, by accepting and agreeing to these Terms of Use, you warrant that the Admin Account you designate or that is designated to you shall not be used and administered in a way which violates these Terms of Use or applicable law.

Designation of User Accounts. As an Organizer (or as an Admin authorized by an Organizer to administrate Organizer’s Network(s) you may invite people to join the Network(s) by designating the User Accounts in the purchased Network to them using their names and their emails and sending them an invitation email. Once a person has been designated a User Account, said person becomes a User. You may designate only one User Account per person for each Network. You may designate User Accounts only to persons aged 16 and above. If we find out that a User Account has been designated to a person below said age, we may delete the User Account. You are solely responsible for the accuracy, completeness and correctness of the information you use for designation a User Account to a User. As an Organizer you hereby agree and acknowledge that you will use the personal data of the person to whom you want to designate a User Account and who you want to invite as a User to the Network, for said designation and invitation only provided that you have his/her consent or that you are otherwise authorized to use his/her personal data for the designation and invitation. Further, you agree and acknowledge that the Admin(s) you have authorized shall do the same.
Payment. We will invoice each Organizer based on the type of Network the Organizer has purchased. The Organizer is obliged to make the due payment for the purchased Network within 30 days of purchase. For Network pricing, please contact Combinus here. VAT, if applicable, will be added to the price when the invoice is issued. Other taxes due by law might be added to the price and included in the invoice when it is issued. These other taxes, if any, will be specified in the invoice. We reserve the right to change the prices for new Networks without notice. Combinus will not refund any payments to the Organizer, unless explicitly stated in these Terms of Use. For the avoidance of doubt, payments for User Accounts that haven’t been activated or used by the Users or have been deleted for whatever reason will not be refunded.
Deactivating of a Network. In case an Organizer does not want to use a Network anymore, the Organizer may contact Combinus for prices and conditions for having the Network parked. Having a Network parked, means that the Network will no longer be active. No further User Accounts may be designated within the parked Network, no further Topic Groups may be created and no new Content may be posted therein. The parked Network will though be stored and the Organizer may access the Topic Groups created and Content posted within said Network through its Organizer Account.
Reports on the activity of a Network. Combinus may provide a report on the activity of a Network to the Organizer of said Network against additional fee. The report will contain statistic analysis of the activity of the Network. For further information on matters of any personal data contained in the report, please check the Privacy Policy. The terms set out in subsection “Payment” above shall be valid with regard to the additional fee charged for such report.
For Users
User Account. A User Account is designated to a User by an Organizer, or by an Admin authorized by said Organizer, using the User’s name and email for the purpose of participating in the Network(s) purchased by the Organizer. When a User Account has been designated to you, the Organizer or the Admin will send you an email with an invitation to activate the User Account. You must agree to these Terms of Use and the Privacy Policy to activate the User Account and to access and use the Services. Upon logging onto the Services for the first time, you are initially asked to accept and agree to be bound by these Terms of Use. By continuing the User Account creation process, as well as further accessing and using the Services, you warrant that you are the person for whom the User Account is intended. If we find out that you are not that person, we are entitled to delete the User Account you are using without any liability on our side. The responsibility for your User Account’s confidentiality, including the password and log-in information, as well as for the way your User Account is used and administered, is determined by your relationship with the Organizer and any agreements, policies and practices you and the Organizer might have between you. Combinus is not responsible for the way you use your User Account and for the confidentiality of your password and log-in information. Without prejudice to the above, Combinus reserves the right to suspend or delete the User Account at Combinus’ sole discretion and without any liability on Combinus’ side, if Combinus decides that such actions are necessary, for example in case of breach of these Terms of Use or applicable law. If you have been designated as a User, but you don’t want to access and use the Services, don’t provide your personal data to the Organizer for the purposes of designating a User Account to you and don’t activate the User Account designated to you.
One account per User. Each User may be designated only one User Account for a Network by each Organizer. The User is identified by the name and the email used by the Organizer for the designation of a User Account.
Administration of the User Account. The User Account designated to you by an Organizer is administered, including with relation to closing, by the Organizer itself or by the Admin(s) authorized by the Organizer. The way in which the User Account is administered depends on the relationship between the Organizer and the User, which is a matter of separate agreements between the User and the Organizer. This relationship is not a part of and is not related to the Services, and therefore does not concern Combinus and does not create any obligations for Combinus. Notwithstanding the above, by accepting and agreeing to these Terms of Use, the Organizer warrants that the User Accounts it designates to Users shall not be administered in a way which violates these Terms of Use or applicable law.
For closing your User Account, please see also section “Termination” below.

Minimum age
The Services are not intended for persons under the age of 16. If you are under said age, you may not access and use the Services. By creating or activating your Account and by accessing and using the Services, you warrant that you are at least 16 years old or above.

Networks, roles, topic groups, and chats
All Users who are a part of a Network are able to participate in and have access to all open Topic Groups in said Network. An Admin may create Roles within a Network and add Users to them. User and Admin accesses to Topic Groups and permissions are set via these roles. Users and user Roles can be awarded access to closed Topic Groups by an Admin. Each User may (if the admin-determined permissions allow) use the chat messaging feature in the Services to have a private chat with other User(s). Only the Users who participate in such chat have access to the messages exchanged there.

Content
Rights to the Content. By posting Content, you warrant that you are the author of the Content or that you have been authorized by its rightful owner to post and use it. By accepting these Terms of Use, you grant Combinus rights to display the Content you post in the relevant features of the Services.
The Customer is solely responsible for the Content it posts. The Customer bears all the risks related to the Content and Combinus is not liable for the Content’s accuracy, authenticity, reliability or fitness for a particular purpose, nor is Combinus liable for any claims related to a third party’s or another Customer’s rights to the Content.

With respect to the Content which an Organizer, an Admin or a User posts, Combinus is not responsible and is not liable for the relationship between the Organizer and the Admin or User. As an Admin or a User, you hereby understand that any rights the Organizer might have to the Content you post, depend on your relationship with the Organizer and are a matter of separate agreements between you and the Organizer. This relationship is not a part of and is not related to the Services, and therefore does not concern Combinus and does not create any obligations for Combinus.

Access, editing, downloading, deletion. You hereby agree and understand that the Content you post on the Network you participate in may be visible to the Organizer, the Admins and the Users who participate in said Network.
You hereby agree and understand that: (i) any Content exchanged between you and another Customer(s) using the chat messaging feature in the Services will be visible only to you and said other Customer(s); (ii) any Content exchanged between you and other Customers inside closed Topic Groups will be visible only to you and other Customers, who have been awarded access to the Topic Group by an Admin; (iii) any Content you post in open Topic Groups will be visible to all Customers who participate in the Network purchased by the Organizer.

Pursuant to the terms and conditions set out in these Terms of Use, you shall always have the opportunity to access, edit and delete the Content you post as long as your Account has not been closed. However, you understand that the Organizers, Admins and Users to whom the Content is visible might have had the Content saved or printed, for which Combinus is not responsible or liable. With regard to any files, pictures, videos or any other materials you have uploaded as Content, you may always download them back or delete them as long as your Account has not been closed. However, you understand that the Organizers, Admins and Users to whom the Content is visible might have had said files, pictures, videos or any other materials downloaded, for which Combinus is not responsible or liable.

Further, you understand that depending on your relationship with the Organizer, you might have obligations towards said Organizer that would prevent you from accessing, editing, downloading and deleting the Content you post. Such obligations are not of Combinus’ concern and are not a part of your Agreement with Combinus, and Combinus is not liable for any breach of such obligations, nor for any access to, change, download or deletion of such Content.

Acceptable Content. Before posting any Content, please familiarize yourself with section “Code of conduct” below. For clarity, Combinus has no obligation to check, screen or monitor the Content, but we reserve the right at our sole discretion to delete any Content in case that it does not comply with the section “Code of conduct” or any other section of these Terms of Use, or if in our opinion said Content may create obligations or liabilities for us.
Combinus does not tolerate objectionable, inappropriate, abusive, deceptive or illegal Content. If a Customer finds any Content objectionable, inappropriate, abusive, deceptive or illegal, the Customer may flag it as such or send an alert to the Admin of the Network. If the Content has been flagged by three or more Customers, it may automatically be hidden from other Customers. The Customer may also send an alert to Combinus’ team. Combinus is not obliged to check the Content, cf. above, but may at its sole discretion decide whether to delete the flagged Content.

Code of conduct
When accessing and using the Services, you must comply with these Terms of Use, the Privacy Policy and applicable law. Further, when accessing and using the Services you may not:
• Infringe other person’s rights, including any intellectual property rights of other Customers or third parties;
• Use the Services in a way that may be harmful to others, including but not limited to distributing harmful software, malware, or any other code, program, etc. which may harm, hinder or interfere with the functionalities of the Services or other person’s software, hardware, computers, smart phones, devices, equipment and the likes;
• Post objectionable, inappropriate, abusive, deceptive or illegal Content;
• Use any information or materials obtained through the use of the Services in a way that infringes other person’s rights;
• Try to damage, scrape, hack or get unauthorized access to the Services or to any data, including personal data, content, or other information stored by Combinus through or in relation to the Services;
• Use or exploit the Services in a commercial way, including but not limited to sublicensing, selling access to, advertising, etc., except for the permitted purposes;
• Use the Services for fraud, money-laundering or any other illegal activities.
Combinus reserves the right at Combinus’ sole discretion and without any liability on Combinus’ part to block, suspend or delete any Content, Account, Topic Group and/or Network, if Combinus decides that it or the actions associated with it are in breach of these Terms of Use or applicable law.

Personal data
In order to make the access to and use of the Services available to you, we collect and process certain personal data. The processing of said personal data is governed by the Privacy Policy, which is an integral part of these Terms of Use. You may check the Privacy Policy for details.

In addition to the processing of personal data, Combinus may anonymize usage data and use this to calculate aggregate statistics in order to better understand how the Services generally are used. This is for the purpose of improving the platform.

Combinus may from time to time publish reports containing analysis of how the Services generally are used. Such analysis will be strictly based on anonymous and aggregate statistics, and any personal data used for such statistic will before that be rendered anonymous in such a manner that the data subject may not be identified and no actual content is disclosed (i.e. it no longer qualifies as personal data).

Cookies
Combinus uses cookies for the purposes of operating the platform and does not track activity outside the platform. A cookie is a small text file sent by Combinus and stored on your device. Combinus considers the use of those cookies its legitimate interest, so that it can keep the proper functioning of the Services.

The purposes for which the platform uses cookies include:
• Authenticating users and keeping them signed in between sessions.
• Calculating anonymous statistics about the traffic.
• Encryption to keep Users’ personal data safe.
You are hereby notified that Combinus uses trusted third party cookies as a part of the Services. These cookies are governed by the respective trusted third party and are not under Combinus’ control. This third party is Amazon Web Services (one of the world’s leading providers of secure, private cloud-hosting) as described in the Privacy Policy. For more information about their cookies, please visit their website.

Please be aware that you can disable cookies in the settings of your browser. The settings might differ based on the browser that you use. For more information, please check the guidelines of the browser you use. Please be aware that if you disable cookies, the Services might not function properly and you might not be able to use some or all features of the Services.

Combinus’ rights in the Services
All intellectual property rights to the Services belong to Combinus. You are granted
only a limited, non-exclusive, non-transferable, non-assignable, terminable license to use the Services under the terms and conditions set out in these Terms of Use.

For the avoidance of doubt, Combinus shall have no right, title or interest in any Content you post. Any intellectual property rights to the Content belong to their respective legal owners. You hereby commit to indemnify and hold Combinus harmless from any claims of infringement of any intellectual property rights originating from the Content, which you have posted.

Maintenance
We are committed to maintain full functionality and operational stability of the Services as much as possible and are taking reasonable technical measures in that respect. In case of a problem with the functionalities of the Services, we will try to restore the full functionalities as soon as possible. Without prejudice to the above, we do not warrant that the Services will be accessible at all time, but we are expecting 99 percent uptime.

Irrespective of the above, Combinus is not liable for any interruptions of the access to or the use of the Services due to maintenance actions. We will try to inform you via e-mail for any planned maintenance actions that are to take place.

Further, we are not liable for any interruptions of the access to or the use of the Services or for any malfunctions, defects or limited functionality of the Services caused by conditions beyond our control, including system failure, third party’s malicious actions, hacker attacks, power failure, interruption or overload of the Internet, failure or lack of Internet connection, or similar.

Changes to the Services
We are always striving to improve the Services and, in this relation, we reserve the right to make changes to the Services’ features and/or functionalities. We will try to inform you via e-mail for any planned major changes that are to take place. Irrespective of the above, in no event shall Combinus be liable for any interruptions of the access to or the use of the Services due to implementing or implemented changes to the Services’ features and/or functionalities.

Security
General. Combinus is committed to ensure the security of the Services, the Content and any other data we process or store. To achieve this, we use methods such as backup strategies, as well as other security measures. Please check the Privacy Policy to learn more about how we process and keep secure the personal data. Combinus has taken all reasonable technical measures and safeguards for the Services to function and operate seamlessly. Irrespective of the above, Combinus is not liable for any interruptions, malfunctions, defects or limited functionality of the Services in or beyond Combinus’ control, including inaccessibility and unavailability of the Services. In such cases, Combinus will try to restore the normal functionality of the Services as soon as possible. You are not entitled to compensation for any loss or damage that might be a result of interruption, malfunction, defect or limited functionality of the Services.

Combinus warrants that it will provide all reasonable technical measures and due care to keep the Accounts and Content safe and secure. Irrespective of the above, Combinus does not warrant that third parties cannot or will not try to access, misuse, hack, disclose, delete or take any other malicious or harmful actions towards the Services, Accounts or Content. Combinus is not liable for any loss or damage that you may suffer from such third-party actions, nor for any loss or damage which may result from the destruction, loss, alteration or disclosure of your Account or Content.

Unauthorized log-ins. You shall notify us for any unauthorized log-in, password change or similar action towards your Account as soon as possible after you have become aware of said unauthorized action. The responsibility for all actions associated with your Account belongs solely to you and in case you are an Admin or a User, may depend on your relationship with the Organizer, cf. subsections “Admin(s)”, “User Account” and “Administration of the User Account”.

Notifications
You hereby agree that Combinus is entitled to send you any information that might
concern the access to or use of the Services, your Account, the Network(s) you have purchased or you participate in and the Topic Groups created within them or your Content, as well as any other information which we find appropriate such as updates, new features, warnings, etc. to the email which you use to access and use the Services. Any such information will be considered to be received by you once it has reached your email system. You may opt-out of receiving information on updates and new features by changing your notification settings within the app.

Disclaimers
No warranty. The Services are provided “as is” and “as available” without warranty of any kind, express or implied, included but not limited to warranties for merchantability, fitness for a particular purpose, availability, quality or non- infringement of third-parties’ rights. By accepting these Terms of Use you agree that you access and use the Services at your own risk.
Limitations of liability. Combinus will not be liable for any direct, indirect, consequential, punitive, incidental, special, exemplary or any other damages, whether in contract, tort, warranty or otherwise, or for lost profits, loss of reputation and goodwill, any leaked, damaged, deleted or lost data or information, including personal data, or any other loss or damage that you may incur as a result of accessing and using the Services or any Content, irrespective of the degree of negligence and regardless of whether your Account has been used by you yourself or by another natural person or legal entity for legal or illegal purposes. In no event shall Combinus’ liability to any Admin or User, whether in contract, tort, warranty or otherwise, exceed the sum of DKK 5,000.

In no event shall Combinus’ liability to any Organizer, whether in contract, tort, warranty or otherwise, exceed the licensing fee said Organizer has paid to Combinus for the 6 months prior to the action giving rise to the liability.

Indemnification
You agree to indemnify and hold Combinus harmless from any and all claims, proceedings, losses or expenses, including reasonable legal costs, arising out of or related to your access to or use of the Services, your Content or your infringement of these Terms of Use or applicable law.

Termination
If you are a User and you no longer want to use the Services, you may contact an Admin/Organizer to have your User Account closed. If you have your User Account closed, you will no longer be able to access the Network(s) you have participated in, or the Content you have posted on said Networks.

If you are an Admin and you no longer want to administrate the Network(s) of the Organizer who has authorized you or use the Services, you may contact said Organizer to have your Admin Account closed. If you have your Admin Account closed, you will no longer be able to access the Network(s) you have administered, or any Content you have posted on said Network(s).

With respect to the Content posted via a suspended or terminated Admin Account or User Account, by accepting these Terms of Use, you hereby agree that said Content would still be viewable for the other Customers participating in the Network.

If you are an Organizer and you no longer want to use the Services, you may contact Combinus to have your Organizer Account closed. If you have your Organizer Account closed, you will no longer have access to the Network(s) you have purchased and will no longer be able to access any Content posted therein.

If Combinus has not received payment for the purchased Network within 30 days after the due date, Combinus may deactivate the Network until the due payment is received. If the due payment is not paid within the said period, Combinus reserves the right to terminate the Network with a 5-days’ notice from the end of the said 30- days period. In such case, all the Content posted on said Network(s) may be deleted, to which you agree by accepting these Terms of Use.

Irrespective of the above in this section, we reserve the right to terminate your Account, be it an Organizer, an Admin or a User Account, if you breach any of your obligations under these Terms of Use. When an Account is terminated, it will be closed entirely and no longer available.

You agree that you will not claim any loss or damage, including, but not limited to with regard to Content, or any other compensation in connection with the suspension or termination of your Account for whatever reason. Further, Combinus is not liable for any claims against you arising out of the suspension or termination of your Account.

General
Law and Venue. These Terms of Use are governed by the laws of Denmark, with the exception of the United Nations Convention on Contracts for the International Sale of Goods and with the exception of any choice of law provisions pointing to foreign law.
Any disputes or claims arising from or related to these Terms of Use, will be resolved through mediation. If the disputes or claims cannot be resolved through mediation, the courts of Denmark will have exclusive jurisdiction and venue over all such disputes and claims, with the City Court of Copenhagen as venue in the first instance.

No Waiver. In case that Combinus fails to exercise or enforce a particular section of these Terms of Use, that will not mean that Combinus has waived the rights it has under said section.
Severability. If any provision of these Terms of Use is considered invalid or illegal or cannot be enforced under any applicable law or by any applicable court, it will be interpreted according to the applicable law in such way that it reflects the original intentions of the parties as nearly as possible. The other provisions of these Terms of Use, shall remain valid and enforceable.
Entire agreement. These Terms of Use together with the Privacy Policy constitute the entire agreement between Combinus and its Customers, and shall supersede and replace any prior agreements between the parties.
Assignment. You may not assign or transfer your rights and obligations under this Agreement to a third party.
In the event of Combinus’ merger with another company or Combinus’ purchase by another company, Combinus’ rights and obligations under this Agreement may be transferred or assigned to said company. In such event, Combinus shall ensure that said company will take upon itself the same obligations and responsibilities which Combinus has towards you under this Agreement.

Updates. Combinus reserves the right to change these Terms of Use. Any changes
to these Terms of Use will be posted on this page and will enter into force on the date stated in the change. If you do not agree with the changes, you must immediately cease accessing and using the Services and delete your Account if you have one.
Contact.
You may contact us at:

Combinus A/S

(Danish Business Reg. No. 40389970)

[email protected]

Last updated on: 17 November 2022