1.1 Welcome to Martin Pointing Devices.
1.2 Thank you for considering using ErgonomicScrollApplication created by Martin Pointing Devices. Martin Pointing Devices is incorporated as Martin Pointing Devices v/Jens Jensen, business registration no. (in Danish; “CVR”). 25 57 21 81, Askevænget 35, 3. th. 2830 Virum. You can reach Martin Pointing Devices at: email@example.com.
1.3 ErgonomicScrollApplication is a Windows system tray application designed to help reduce finger strain when a user scrolls documents with a scroll wheel or a touchpad (the “Application”). You can read more about the usage of the Application and the functionality limitations in the user manual. The Application can be accessed through Microsoft Store. To access the Application, you must create a user account with Microsoft Store (“User Account”) and purchase a licence (“Licence”), see further section 3.
1.4 The Application is subject to your agreement and compliance with the terms and conditions of this agreement (the “Agreement”). When you purchase your Licence, this will constitute your acceptance of the Agreement, by which you are creating a binding contract between you and Martin Pointing Devices. Prior to doing so, you must read, agree with and accept all the terms and conditions contained in this Agreement and in the incorporated documents to the Agreement.
1.5 As long as you are in compliance with the terms and conditions of this Agreement and all incorporated documents, Martin Pointing Devices hereby grants you a limited, revocable, non-assignable, non-transferrable, non-sublicensable and non-exclusive access to use the Application. No rights not explicitly listed are granted to you.
1.6 All layout in the Application, including but not limited to graphics, logos, names, designs, page headers, button icons, scripts, and service names and sound, are protected by intellectual property rights or ownership rights and belongs to either Martin Pointing Devices or a third party, whom Martin Pointing Devices has entered into an agreement with. You may not use the abovementioned for any purpose whatsoever other than as permitted by this Agreement. We also assume that you have read the user manual before purchase.
1.7 Martin Pointing Devices may revise or update this Agreement by disclosing an amended version through Microsoft Store. If a modification is significant, Martin Pointing Devices will make you aware of the modification, either through Microsoft Store and/or through contact information provided by you. Your continuous use following such update is considered as an acceptance of the updated Agreement. If you do not accept the update, you must stop using the Application. You will not be entitled to any compensation.
1.8 Martin Pointing Devices reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Application or any part thereof, with or without notice.
1.9 Any unutilised enforcement of this Agreement does not constitute a waiver of rights of Martin Pointing Devices.
2. Terms of service
2.1 Usage requires a User Account. When you set up a User Account, you shall be bound by Microsoft’s Terms of Sale.
2.2 You agree that no joint venture, partnership, employment, or agency relationship exists between you and Martin Pointing Devices as a result of this Agreement or your use of the Application. You can therefore not commit Martin Pointing Devices.
2.3 Some parts or all of the Application may not be available to the general public, and Martin Pointing Devices may impose rules of eligibility from time to time. Martin Pointing Devices reserves the right to amend or eliminate these eligibility requirements at any time.
3. PRICE AND Payment terms
3.1 You shall pay Martin Pointing Devices a Licence fee for the use of the Application according to price listed on Microsoft Store.
3.2 Microsoft’s Terms of sale and Standard Application License Terms (“SALT”) shall govern pricing policy, refunds, term, license extensions, and resale in relation to the Application: https://www.microsoft.com/en-US/store/standard-application-license-terms
3.4 Neither party can perform any off-setting subject to a counterclaim.
4. TERM AND TERMINATION
4.1 This Agreement remains valid for a period 1 year from the effective date and is automatically extended for periods of 1 year on a continuous basis unless terminated by either Party giving written notice of termination no later than 1 year prior to the end of the current term.
4.2 Termination for cause
4.2.1 The Agreement may be terminated immediately for cause by the non-breaching Party, if the other Party is in material breach of the Agreement. The following situations will always be considered material breach:
126.96.36.199 If you fail to a make payment as specified in section 3 (Price and Payment Terms);
188.8.131.52 If a Party undergoes bankruptcy proceedings or reconstruction proceedings.
184.108.40.206 If you infringe upon the intellectual property rights of Martin Pointing Devices, as detailed in section 1.6, in any way;
220.127.116.11 If you commit a material breach of Microsoft’s Terms of Sale and/or SALT;
18.104.22.168 If, through your use of the Application you create any: risk, harm 0r possible legal exposure for Martin Pointing Devices, our users or Microsoft.
5. Diclaimer and Indemnification
5.1 Martin Pointing Devices guarantees to be entitled to facilitate the Application. Notwithstanding the foregoing, Martin Pointing Devices disclaims any liability for matters in relation to the Application. This entails, but is not limited to, any warranty of fitness for a particular purpose. Further, Martin Pointing Devices does not represent or warrant that access to the Application will be error-free or uninterrupted, or without defect. Martin Pointing Devices does not guarantee that you will be able to access or use the Application or its features.
5.2 You agree to defend, indemnify and hold Martin Pointing Devices and its suppliers harmless from all allegations, judgements, awards, losses, liabilities, costs and expenses. You also agree to indemnify Martin Pointing Devices for any claims and demands arising out of your activities and/or use of the Application. Value is not liable for any losses suffered by you.
5.3 To the maximum extent permitted by applicable law, Martin Pointing Devices also disclaims all claims and liabilities with respect to third party claims including product liability claims. Martin Pointing Devices shall not be liable to you or any other person or entity for indirect, special, incidental, consequential, punitive or exemplary damages including but not limited to loss of profits, loss or damage of data and restoring hereof, loss of goodwill, other business related losses or losses inflicted on a third party, arising out of the Agreement or in connection with the transaction or any acts or omissions associated therewith or relating to the Application, whether such claim is based on the rules of breach of contract, tort or other applicable law, including the rules of product liability, and regardless of the causes of such loss or damages or whether any other remedy provided herein fails.
5.4 Except where caused by the gross negligence or wilful misconduct of Martin Pointing Devices, the total liability of Martin Pointing Devices under the Agreement, including but not limited to any claim arising out of contract or tort, shall be limited to a maximum of aggregated fees for Application invoiced to and paid by you to Martin Pointing Devices in the period of the twelve (12) months before the occurrence giving rise to the claim.
5.5 Martin Pointing Devices is not liable for any typographical errors or inaccuracies and reserves the right to correct any of such errors.
5.6 When referring to Martin Pointing Devices in this section, its parents, subsidiaries, affiliates, directors, shareholders, members, managers, employees and suppliers, are also held under the same indemnifications.
6.1 Neither Party may without the written approval of the other Party convey or disclose to a third party confidential information, including but not limited to source code and user data, as well as information regarding internal affairs, technical, commercial or other confidential information of the other Party, except that Martin Pointing Devices may convey such information to a controlled entity, solely to the extent necessary to fulfil its obligations under this Agreement. Martin Pointing Devices and you must ensure the observation of confidentiality by imposing a duty of confidentiality on their personnel and affiliates.
6.2 The undertakings in this section shall apply unchanged during the term of this Agreement and in perpetuity hereafter.
7.1 To the extent that Martin Pointing Devices should process any personal data on behalf of you, Martin Pointing Devices will take all necessary technical and organizational measures to ensure appropriate protection of personal data and to avoid loss of data or likewise.
8. Force majeure
8.1 Martin Pointing Devices cannot be held liable, directly or indirectly, in any way in the event of force majeure. Amongst recognised force majeure events are; war, nature disasters, strikes, fires and other conditions of which Martin Pointing Devices is not in charge of. In case of a force majeure event, delivery according to this Agreement is suspended until the force majeure condition is passed. If the delay remains for more than a month, both Parties can terminate the Agreement notice and without payment of compensation or damage to the other party.
9.1 You must not assign the Agreement without the written consent of Martin Pointing Devices. Martin Pointing Devices is entitled to assign the Agreement without prior approval from you.
9.2 This Agreement with its appendices constitutes the entire agreement between you and Martin Pointing Devices.
9.3 Any amendments or supplements to this Agreement shall be made in writing.
9.4 If any provision of this Agreement is found for any reason to be unlawful, void or unenforceable, then that provision will be given its maximum enforceable effect and will not affect the validity and enforceability of any remaining Agreement.
10. CHOICE OF LAW AND VENUE
10.1 This Agreement shall be governed exclusively by the laws of Denmark and each Party agrees to submit exclusively to the courts of Copenhagen.