Terms and conditions

These terms are valid from March 5th 2019 and replace all previous versions.

Please read the following terms of service (the "Terms") carefully. You acknowledge that you have read, understood and agree to be bound by these Terms, and the terms and conditions of the Privacy Policy (as defined below), when using any service or services (collectively, the "Service") offered by Bang & Jensen ApS (collectively, "Noesis" or "we"). The term "you" (and "your") for purposes of these Terms, means both you in your individual capacity, and if applicable, the company or other legal entity whom you represent and on whose behalf you use the Service.

  1. Noesis Service. In order to use the Service, you must register with us to open a Noesis user account ("Account"). By opening an Account, you represent and warrant that: (a) all information you submit in connection with your opening and use of your Account is true, accurate, current, and complete; (b) you will promptly notify us if your information changes so that we can update our records and (c) your use of the Service does not violate any applicable law, rule or regulation. You are responsible for maintaining this information current. (d) The Noesis Account will accommodate the use of 6 people in the team.
    • New features may be periodically included into Noesis. We do not assure that such new features will apply to your existing Account.
    • The new features may only be applicable to another product category or to a newly launched product.
    • You may get temporary beta-access to new features which your Account does not have access to once the feature is no longer in beta.
    • You are privileged to switch or change subscription in order to enjoy or access newly included features in the product. Note: Should you choose to downgrade subscription during an active subscription period, you are not eligible for a refund of the unused period of the previous subscription.
  2. Copyright
    1. We reserve the exclusive right to the data and content on our website. Except as permitted by the copyright law applicable to you, you may not reproduce, or communicate any of the content on this website, including files downloadable from this website, without written permission from us.
    2. You are allowed to use Noesis in the capacity of a professional team and for educational purposes or teaching a classroom.
    3. You are prohibited from commercialising Noesis either directly or indirectly by selling any content obtained from Noesis.
    4. We may change these terms of use from time to time. Check before re-using any content from this website.
  3. Subscription and cancellation
    1. Once payment is made for a definite subscription period, e.g. one-year subscription, the subscription will be automatically billed after the end of the subscription term, until the subscription is terminated.
    2. By accepting these terms, you grant us the authority to charge your current payment method for the next term of your current subscription. The automatic charge will be in effect unless you cancel your subscription before your next billing period or date.
    3. You may cancel this agreement at any time. Once canceled, you will continue to have access to your Account until your paid subscription period expires. We do not reimburse you for any remaining period of your subscription.
    4. In the event that your Account no longer has an active subscription, we reserve the right to delete the data that you uploaded to the service. This means that if you at a later point in time choose to start a new subscription, the data you previously uploaded will not necessarily be available.
  4. Free trial
    1. You may be eligible to start with a free Noesis 14 day trial period. The Account may have certain restrictions during the trial period. These restrictions can be lifted by upgrading to a paid subscription.
    2. The free trial is issued on a per-team basis. This implies that you and your team are not eligible for another free trial period after the first one expires. You covenant not to abuse the free trial offer by creating a new or multiple Noesis accounts once your free trial expires, in order to circumvent the system.
    3. We reserve the right to determine your eligibility of a free trial, at our sole discretion and we may limit eligibility or duration to prevent free trial abuse. We reserve the right to revoke the free trial and put your Account on hold in the event that we determine that you are not eligible.
  5. Fair use and abuse
    1. You agree that you will use Noesis in a way that does not disrupt the service for other users. This includes, but is not limited to, excessive upload and deletion of demos, both manually and by using or creating software that makes use of our APIs.
    2. In cases where we determine that you are approaching the limits of fair use, but not knowingly abusing the service, we may alert you by email before taking any further action.
    3. We reserve the right, at our sole discretion, to terminate accounts that do not follow our fair-use policy.
  6. Passwords and account access
    1. The user who created the Noesis Account, and whose payment method is charged, has access and control over the Noesis Account and is responsible for any activity that occurs through that Account.
    2. You are solely responsible for maintaining the security and confidentiality of the information you hold for your Account with your team, including, without limitation, your user name and password, and for any and all activity that occurs through your Account as a result of your failure to keep this information secure and confidential.
    3. You hereby agree to notify Noesis immediately if you become aware of any unauthorized use of your Account, user name or password, or any other breach of security in connection therewith. You are strictly prohibited from using anyone else's Account, user name or password at any time and for any reason. Noesis is not liable to you or any third party for your failure to comply with your obligations under this paragraph.
    4. We may terminate your Account or place your Account on hold in order to protect you or ourselves from abuse.
  7. Exclusion of Warranties.
    1. Your use of the site and service is entirely at your own discretion and risk. The site and service are furnished to you "as is" and without warranties or conditions, statutory or otherwise, of any kind. Noesis, on behalf of itself, and on behalf of its parents, affiliates, subsidiaries, licensors and third party service providers, and Noesis's and their directors, officers, employees, contractors, agents, successors, and assigns, (collectively, the "good parties"):
      (a) Expressly disclaims all warranties and conditions, whether express, implied or statutory, including, without limitation, the implied warranties of non-infringement, title, merchantability, and fitness for a particular purpose; (b) does not warrant that the service, or data provided through the service, will meet your requirements, or that its operation will be timely, uninterrupted, secure, or error-free or that any defects will be corrected; and (c) does not warrant or make any representations or conditions regarding the use or the results of the use of the service in terms of its accuracy, reliability, timeliness, completeness, or otherwise. You assume total responsibility for your use of the service.
    2. This limitation of remedies is a part of the bargain between you and Noesis. No oral or written information or advice given by Noesis or any person on behalf of Noesis shall create a warranty or condition, or in any way change this exclusion of warranty.
    3. Nothing in these terms shall exclude or limit Noesis's warranty or liability for losses which may not be lawfully excluded or limited by applicable law.
  8. Indemnification.
    1. You hereby agree to indemnify, defend and hold harmless Noesis and Noesis Parties (each an "Indemnified Party"), from and against any and all liability and costs (including, without limitation, attorneys' fees and costs) incurred by the Indemnified Party(s) in connection with any actual or alleged claim arising out of: (a) your use of the Service; (b) any breach or alleged breach by you of these Terms; (c) any Feedback or Content provided by you; (d) any breach or alleged breach by you of a third party's rights, including, without limitation, any intellectual property, privacy or publicity rights; (e) any damage caused by or alleged to have been caused by you to the Site or Service; or (f) any actual or alleged violation or non-compliance by you with any applicable law, rule or regulation.
    2. Counsel you select for defense or settlement of a claim must be consented to by Noesis and/or the Indemnified Party(s) prior to counsel being engaged to represent you and Noesis and/or the Indemnified Party(s). You and your counsel will cooperate as fully as reasonably required, and provide such information as reasonably requested, by the Indemnified Party(s) in the defense or settlement of any claim. Noesis and/or the Indemnified Party(s) reserves the right, at its own expense, to assume the exclusive defense or settlement, and control of any matter otherwise subject to indemnification by you. You shall not in any event consent to any judgment, settlement, attachment, or lien, or any other act adverse to the interest of Noesis or any Indemnified Party(s) without the prior written consent of Noesis and/or the Indemnified Party(s).
  9. Feedback
    1. If you send or transmit any communications or materials to Noesis by mail, electronic mail, telephone, or otherwise ("Feedback"), suggesting or recommending changes to our Site or Service, including without limitation, new features or functionality relating thereto, any comments, questions, suggestions, or the like, all such Feedback are, and will be treated as, non-confidential and non-proprietary. This means that you give up any claim that the use of such Feedback by Noesis or its agents, violates any of your rights including moral rights, privacy rights, proprietary or other property rights, rights of publicity, rights to credit for material or ideas, or any other right, including the right to approve the way Noesis uses such Feedback.
    2. You hereby assign all right, title, and interest in, and Noesis is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You agree and understand that Noesis is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
  10. Termination. Noesis reserves the right in its sole discretion to cease or suspend providing all or any part of the Service immediately without any notice to you, if: (a) you breach, or threaten or intend to breach, these Terms; (b) Noesis is required to do so under any applicable law, rule or regulation, (c) the Service relies on data, services or another business relationship between Noesis and a third party service provider, and such relationship terminates or changes in such a way that affects Noesis's ability to continue providing the Service; (d) continuing to provide the Service could create a substantial economic burden on Noesis as determined by Noesis in its sole discretion; or (e) continuing to provide the Service could create a security risk or material technical burden as determined by Noesis in its sole discretion. In the event of termination, you will not be eligible for a refund of unused or remaining period of subscription.
  11. Miscellaneous Legal Terms
    1. These Terms and the Privacy Policy, together constitute the entire agreement between you and Noesis with respect to the Service (excluding any services which Noesis may provide to you under a separate written agreement), and completely supersedes, cancels and replaces any and all other written or oral agreements or understandings previously existing between you and Noesis with respect to the Service.
    2. The failure of Noesis to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
    3. If any part of these Terms is held invalid, illegal or unenforceable, that provision shall be enforced to the maximum extent permissible so as to maintain the intent of these Terms, and the other parts will remain in full force and effect.
    4. Any notice or other communications by Noesis relating to the Service may be made by letter, e-mail or posting on the Site, and you hereby consent to receive notices and other communications in electronic form to the extent permitted by applicable law.
    5. These Terms shall not be interpreted or construed to confer any rights or remedies on any third parties, except that each Indemnified Party shall be a third party beneficiary hereunder and accordingly, shall be entitled to directly enforce and rely upon any provision of these Terms that confers a right or remedy in favor of it.
    6. Noesis may assign or transfer its rights, or delegate any performance, under these Terms to a third party in its sole discretion. You may not assign or otherwise transfer your rights, or delegate your performance, under these Terms to any third party without in each and every case, Noesis's express prior written consent.
    7. Noesis will not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of the common enemy, earthquake, fire, flood, the elements, epidemics, labor conditions, power failures, and Internet disturbances.
    8. Noesis may take any legal action against you to enforce these Terms or to prevent the breach of these Terms, including, without limitation, seeking equitable remedies or using technical means at its disposal. In addition to any other legal, equitable or technical rights and remedies that it may have, Noesis may without limitation, immediately terminate or suspend your use of the Service and access to your Content, if Noesis believes in its sole discretion that you are violating these Terms, or that you intend to do so.
    9. Noesis may add to, change or remove any part, term or condition of these Terms or Privacy Policy at any time without prior notice to you. It is your responsibility to check these Terms and Privacy Policy periodically for changes. By continuing to use the Service, you are indicating your acceptance of such changes. However, we will provide written notice to you of any significant changes to these Terms or Privacy Policy (including notices posted on the Site or sent to your registered e-mail address).