ETHNOTE TERMS OF SERVICE

(updated December 03rd 2024)

Welcome to EthNote’s (hereinafter also “us”, “we” or “Company”) Terms of Service. EthNote is a digital tool and platform for the collection, sharing, processing, and analysis of qualitative data (hereinainafter “Service”). SODAS, University of Copenhagen (business ID: 29979812) is a university formed under Danish law, which has its principal location at Oester Farimagsgade 5, 1353 Copenhagen, Denmark.

A person using our Service (hereinafter “Customer” or “you”), typically a researcher, student, or data analyst in public and private organizations, may use our technology to process data, including personal data. The Service may not be used for any other purpose than collecting, processing, and analyzing ethnographic as well as other unstructured qualitative and quantitative social data. Only users granted access via EthNote’s request form are allowed to use the service.

You accept these terms of service (hereinafter “Terms of Service”), including the price list (hereinafter “Price List”) the service description (hereinafter “Service Description”), the Data Processing Agreement (hereinafter “DPA or Data Processing Agreement”), and the Sub-Processors (hereinafter “Sub-Processors”) as binding either by concluding a service agreement with the Company (hereinafter “Service Agreement”) or when creating an account through the Service (hereinafter together “Agreement”).

DEFINITIONS

"Company", “we” or “us” means SODAS, University of Copenhagen (business ID: 29979812, Oester Farimagsgade 5, 1353 Copenhagen, Denmark).

"Party" or "Parties" means the Company or the Customer, or them both.

"Service Agreement" means the Service Agreement or POC-Service Agreement concluded between the Parties in written form.

"Terms of Service" means these Terms of Service.

“Price List” means a list that contains all available Services and the Fees of those Services.

"DPA" means the data processing agreement between the Company and the Customer.

“Fee” or “Fees” means payments of the Services.

“Initial Subscription Term” means the first term in which the Customer uses the Service. The Initial Subscription Term begins on the signature day of the Service Agreement and for the period defined in 9.1. After the Initial Subscription Term, the Agreement shall remain in force for an indefinite period without a separate notice. The Agreement may be terminated in accordance with Section 9 of these Terms of Service.

"Service" means the Company’s use of the EthNote platform technology with which the Customer may process data, including personal data.

1. SERVICE AND SUPPORT

1.1. The Company grants the Customer a limited, non-exclusive, worldwide, non-transferable right to access and use, through the agreed access methods, the Service for its purposes, in accordance with the terms of the Agreement.

1.2. The use of the Service is contingent on the payment of Fees.

1.3. The Company will use commercially reasonable efforts to provide the Customer the Service in accordance with the Agreement.

1.4. Subject to the terms hereof, the Company will provide the Customer with reasonable technical support services in accordance with the terms set forth in the Agreement.

2. PAYMENT OF FEES

2.1. Please see Price List for the Fees and payment of Fees related to the Agreement.

3. RESTRICTIONS AND RESPONSIBILITIES OF THE CUSTOMER

3.1. The Customer agrees not to use the Service for:

• contacting people, it does not have a right to contact,
• direct marketing purposes, telemarketing or political advertising, unless the Customer has a right to do so,
• the distribution of messages that are political, libelous, invasive of privacy, discriminatory or in any other way illegal,
• the distribution of messages that contain false or other such representations of a third party,
• the distribution of messages that cause or may cause direct or indirect damage to the Company or a third party,
• any purpose that the Service was not meant to be used, or
• any purpose that the Service was not meant to be used for or a new purpose that has not explicitly in writing been agreed between Company and the Customer.

3.2. The Customer shall take special consideration in complying with relevant data protection legislation when using the Service. Such legislation consists of e.g. the Danish Data Protection Act (Databeskyttelsesloven) and all similar national legislation as well as the General Data Protection Regulation of the EU (679/2016) (hereinafter “GDPR”). The Customer shall, in particular, ensure that personal data it processes using the Service is:

• processed lawfully, fairly and in a transparent manner,
• collected for specified, explicit and legitimate purposes and not further processed in a manner that is incompatible with those purposes,
• adequate, relevant and limited to what is necessary in relation to the purposes for which they are processed,
• accurate and, where necessary, kept up to date,
• anonymized or deleted when identification of data subjects is no longer required,
• processed in a manner that ensures appropriate security of the personal data processed on devices for which the Customer is responsible, for example when processing in offline mode or downloading datasets from the Service.

3.3. The Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, know-how or algorithms relevant to the Service or any software, documentation or data related to the Service (hereinafter “Software”); modify, translate, or create derivative works based on the Service or any Software (except to the extent expressly permitted by the Company or authorized within the Service); or remove any proprietary notices or labels.

3.4. The Customer agrees not to, and shall not permit any third-party to: (i) sublicense, redistribute, sell, lease, lend or rent the Service; (ii) copy (except for back-up purposes), modify, adapt, alter, improve or create derivative works of the Software or any part thereof; (iii) circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Service or Software; (iv) use any communications systems provided by the Service to send unauthorized and/or unsolicited commercial communications; (v) use the Company’s name, logo or trademarks in any other context except for using the Service without the Company’s prior written consent; (vi) use the Service to violate any applicable laws, rules or regulations, or for any unlawful, harmful, irresponsible or inappropriate purpose, or in any manner that breaches the Agreement; and/or engage in any activity that interferes with or disrupts the Service.

3.5. The Customer represents, covenants, and warrants that the Customer will use the Service only in compliance with the Agreement then in effect and all applicable laws and regulations. Although the Company has no obligation to monitor the Customer’s use of the Service, the Company may do so and may prohibit any use of the Service it believes may be (or alleged to be) in violation of the foregoing.

3.6. The Customer shall be responsible for obtaining and maintaining, at its cost, any equipment and ancillary services needed to connect to, access or otherwise use the Service, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (hereinafter collectively, “Equipment”). The Customer shall also be responsible for maintaining the security of the Equipment, the Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Customer account or the Equipment with or without the Customer’s knowledge or consent.

4. CONFIDENTIALITY; PROPRIETARY RIGHTS

4.1. Each Party (hereinafter “Receiving Party”) understands that the other Party (hereinafter “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of the Company includes non-public information regarding features, functionality, performance and other such aspects of the Service. Proprietary Information of the Customer includes non-public data and personal data the Customer is in charge of as the controller, which is provided by the Customer’s customers (hereinafter “Customer’s Data Subjects”) while using the Service (hereinafter “Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use it for other purposes than in performance of the Receiving Party’s obligations hereunder or as otherwise permitted herein (except by the Company to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other Company offerings) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after three (3) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

4.2. The Customer shall own all rights, title and interest in and to the Customer Data. The Company shall own and retain all right, title and interest in and to (a) the Service and Software, as well as any data that is based on or derived from the Customer Data and provided to the Customer as part of the Service, all improvements, enhancements or modifications thereto, except any personal data that the Company cannot own under valid data protection legislation, (b) any software, applications, inventions or other technology developed in connection with the Service, and (c) all intellectual property rights related to any of the foregoing.

4.3. It is essential for us to gather metadata from the Customer Data to (i) maintain the high standards of our Service, (ii) react to detected issues including cybersecurity incidents, development points and similar matters as well as (iii) better our Service. Therefore, for us to be able to lawfully process said metadata of the Customer Data, we anonymize Customer Data (hereinafter “Anonymized Data”). As the data is anonymized, it is no longer personal data nor can it be used to identify even the Customer, and therefore, the Customer shall not have a right to the Anonymized Data.

4.4. Notwithstanding anything to the contrary, the Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Service and related systems and technologies (excluding Customer Data, which use is regulated in Section 5), and the Company will be free (during and for a reasonable time after the term hereof) to (i) use such information and data to improve and enhance the Service and for other development, diagnostic and corrective purposes in connection with the Service and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

4.5. Unless otherwise agreed in writing, the Company shall not be responsible for making back-up copies of the Customer Data that is in the Service.

5. DATA PROCESSING AGREEMENT, DPA

When the Company provides its Service to the Customer, it processes Customer Data. If the Customer Data contains personal data, the Company is a data processor when it processes personal data the Customer administers as a data controller (hereinafter “Personal Data”). Hereinafter the Company may also be referred to as “Processor” and the Customer as “Controller”.

As such, according to Art. 28 of the GDPR, the Processor and the Controller must conclude a DPA. The binding DPA, Data Processing Agreement, between the Processor and the Controller, agreed to be a part of these terms, is accessible at any time at ethnote.org.

6. WARRANTY AND DISCLAIMER OF THE COMPANY

6.1. The Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Service in a manner which minimizes errors and interruptions in the Service. The Company shall act fairly and reasonably to meet the Customer’s interests.

6.2. The Service may be temporarily unavailable for scheduled maintenance in accordance with the Company’s standard practice or for unscheduled emergency maintenance, either by the Company or by third-party providers, or because of other causes beyond the Company’s reasonable control, and the Company shall, where applicable, provide an advance notice in writing or by e-mail of any scheduled service disruption. Where such a notice cannot be provided in advance, the Company shall without undue delay of becoming aware of the disruption provide the Customer a notice of the disruption and, if applicable, an estimation of its duration.

6.3. Furthermore:

(i) The Service is provided on an “as is” and “as available” basis without warranties of any kind including, without limitation, representations, warranties and conditions of merchantability, fitness for a particular purpose, title, non-infringement, and those arising by statute or from a course of dealing or usage of trade. (ii) The Company does not warrant that the Service will operate error-free, that the Service is free of viruses or other harmful code. (iii) The Customer agrees that the Company will not be held responsible for any consequences to the Customer or any third-party that may result from technical problems including without limitation in connection with the internet (such as slow connections, traffic congestion or overload of our or other servers) or any telecommunications or internet providers. (iv) In case applicable law does not allow the exclusion of certain warranties, such exclusions shall not apply.

7. LIMITATION OF LIABILITY

7.1. Each Party is entitled to compensation for direct damages that the other Party, or someone for which the other party is liable, has caused through error or negligence in the performance of the Service.

7.2. Notwithstanding anything to the contrary, except for damages caused by gross negligence or willful misconduct or bodily injury of a person, neither the Customer or the Company and its suppliers, or employees shall be responsible or liable with respect to

(a) For error or interruption of use or for loss or inaccuracy or corruption of data or cost of procurement of substitute goods, services or technology or loss of business (b) For any indirect, exemplary, incidental, special or consequential damages (c) For any matter beyond the Customer or the Company’s reasonable control, in each case, whether or not the Company has been advised of the possibility of such damages.

7.3. The maximum liability for damages for both Parties based on the Agreement shall not exceed in aggregate the Fees paid by the Customer to the Company for the service under the Agreement during a 6 months period prior to the act that gave rise to the liability (not including value added tax) or 7000 euros, whichever is lower.

7.4. All claims based on the Agreement shall be presented to the other Party in writing no later than two (2) months after the Party becomes aware of the grounds for its claim.

8. INDEMNITY

8.1. The Parties agree to defend, indemnify and hold harmless each other and each other’s affiliates, and each other’s respective officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney’s fees) arising from: (i) a Party’s use of, or inability to use, the Service, including but not limited to Customer Data, (ii) a Party’s violation of the Agreement and (iii) a Party’s violation of any third-party right, including without limitation any Proprietary Right or privacy right.

9. TERM AND TERMINATION

9.1. The Initial Subscription Term begins on the signature day of the Service Agreement and lasts for six (6) months.

9.2. After the Initial Subscription Term, the term of the Agreement shall be automatically renewed for an indefinite period of time (hereinafter “Actual Subscription Term”), unless either Party requests termination by email or through the Service at least one (1) month prior to the end of the Initial Subscription Term.

9.3. The Customer may terminate the Agreement during the Actual Subscription Term by email or through the Service. The notice period of the said termination is three (3) months, and the notice period shall begin on the first day of the month following the notification.

9.4. If we change the Agreement in accordance with Section 10.2 of these Terms of Service, and the changes are material, you have a right to terminate the Agreement by email or through the Service with immediate effect within 30 days after you have received our notification of the changes.

9.5. Notwithstanding the aforementioned, the Customer shall have a right to terminate the Agreement by email or through the Service with immediate effect where: (a) the Service is unjustifiably unavailable to the Customer for more than seven (7) consecutive business days (b) the Service is unjustifiably unavailable for more than 14 business days during the last 30 day-period (c) the Company is in material breach of this Agreement and the Company does not remedy the said breach within 30 days from the receival of the written notification sent by the Customer to the Company

9.6. The Company may terminate (permanently or temporarily) the Agreement or provision of the Service (or any part of it), either to the Customer or Customers generally, entirely at the Company’s own discretion and without prior notice.

9.7. If the Customer objects to any term or condition of the Agreement or any subsequent modifications thereto, or becomes dissatisfied with the Service in any way, the Customer’s only recourse is to immediately discontinue the use of the Service and terminate the Agreement in accordance with this Agreement.

9.8. Upon termination of the Agreement, the Customer shall cease all use of the Service. Sections 2 (Payment of Fees), 4 (Confidentiality, Proprietary Rights), 5 (Data Processing Agreement, DPA), 6 (Warranty and Disclaimers), 7 (Limitation of Liability), 8 (Indemnity), 9 (Term and Termination), 10 (Miscellaneous) and 11 (Governing Law and Disputes) shall survive termination of the Agreement.

10. MISCELLANEOUS

10.1. As the Service may need to be changed due to legal or our operational, organizational or other similar changes, we reserve the right to unilaterally change the Agreement. We shall notify you of the changes via email or through the Service, and the changes shall take effect 30 days after the notification. If the changes are material, you have a right to terminate the Agreement according to Section 9.4 of these Terms of Service.

10.2. If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable.

10.3. In case any conflicts or inconsistencies between these Terms of Service, the Data Processing Agreement and Price List appear, the Data Processing Agreement shall have the precedence, then the Price List and lastly these Terms of Service.

10.4. The Agreement is not assignable, transferable or sublicensable by the Customer except with the Company’s prior written consent. The Company may transfer and assign any of its rights and obligations under the Agreement without the consent of the Customer.

10.5. No agency, partnership, joint venture, or employment is created as a result of the Agreement and the Customer does not have any authority of any kind to bind the Company in any respect whatsoever.

10.6. All notices under the Agreement shall be in writing and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

10.7. The Customer agrees that if the Company does not exercise or enforce any legal right or remedy which is contained in the Agreement (or which the Company has the benefit of under any applicable law), this will not be taken to be a formal waiver of the Company’s rights and that those rights or remedies will still be available to the Company.

11. GOVERNING LAW AND DISPUTES

11.1. The Agreement, including this arbitration clause, and any dispute, claim or controversy arising out of or relating to the Agreement, or the breach, termination or validity thereof, are governed by the laws of Denmark without regard to its principles and rules on conflict of laws.

11.2. Any dispute, controversy or claim arising out of or relating to the Agreement, or the breach, termination or validity thereof shall be finally settled by arbitration in accordance with The Danish Institute of Arbitration (Voldgiftsinstituttet). The number of arbitrators shall be one (1). The seat of arbitration shall be Copenhagen, Denmark. The language of the arbitration shall be Danish. However, evidence may be submitted, and witnesses may be heard in English, to the extent the arbitral tribunal deems it appropriate.

PRICE LIST

Until further notice, the current software is a beta version and free to use.

SERVICE DESCRIPTION

Until further notice, EthNote offers a free beta version of a digital platform for collecting, sharing, processing, and analyzing qualitative data, including ethnographic and other unstructured social data.

SERVICE AGREEMENT

EthNote offers ongoing technical support and regular maintenance to ensure the platform operates smoothly and efficiently, minimizing errors and interruptions. To report bugs or other issues, use the support button in the down right corner or write to app@ethnote.org. EthNote strives to deliver high availability and performance with commitment to minimizing errors and interruptions. Users can expect responses to support requests within 1-3 business days.