In this Agreement, unless the context otherwise requires, the following terms shall have the meanings set forth below:
"Agreement" means this Software License and Services Agreement, together with all Order Forms, Statements of Work, and any other documents expressly incorporated by reference.
"Confidential Information" means any non-public information disclosed by either party that is marked as confidential or would reasonably be considered confidential given the nature of the information and circumstances of disclosure.
"Customer Data" means any data, content, or materials provided by Customer or its Users to the Platform, including employee compensation data, demographic information, and any other information uploaded or entered into the Platform.
"Customer Materials" means any materials, data, documentation, or information provided by Customer to Fairfox in connection with the Services.
"Documentation" means Fairfox's standard user documentation for the Platform, as updated from time to time.
"Fees" means the subscription fees and any professional services fees set forth in the Order Form or applicable Statement of Work, exclusive of applicable taxes.
"Order Form" means the order form or other ordering document executed by the parties that references this Agreement and specifies the Fees and other commercial terms.
"Platform" means Fairfox's proprietary pay equity analytics software platform, including all software, applications, interfaces, and related technologies.
"Professional Services" means implementation, deployment, customization, training, and other professional services provided by Fairfox at Customer's request, as further described in Section 4.
"Services" means the Platform subscription services provided under this Agreement, as specified in the Order Form and described in Section 3.
"Statement of Work" or "SOW" means a written document executed by both parties describing specific Professional Services to be performed, including scope, deliverables, timeline, and fees.
"Subscription Term" means the initial subscription period and any renewal periods as set forth in the Order Form.
"User" means an individual authorized by Customer to access and use the Platform under Customer's account.
Subject to the terms and conditions of this Agreement and payment of applicable Fees, Fairfox grants to Customer a non-exclusive, non-transferable, non-sublicensable license during the Subscription Term to: (a) access and use the Platform in accordance with the Documentation; and (b) permit Users to access and use the Platform for Customer's internal business purposes in connection with pay equity analysis and related human resources functions.
Customer shall not, and shall not permit any User or third party to:
Customer may have an unlimited number of Users. Customer is responsible for all activities conducted through its User accounts and must ensure that all Users comply with this Agreement.
Fairfox shall provide Customer with access to the Platform in accordance with this Agreement and the Order Form. The Platform is an analytics and reporting tool designed to analyze Customer Data for pay equity insights and compliance with applicable pay transparency regulations. The Platform is not intended to be a system of record or transactional system.
The subscription includes:
Fairfox shall host and operate the Platform on infrastructure managed by Fairfox. As of the Effective Date, Fairfox uses Amazon Web Services (AWS) as its infrastructure provider. Fairfox may change its infrastructure provider upon at least thirty (30) days' prior written notice to Customer, provided that any such change does not materially reduce the security, availability, or data protection commitments made under this Agreement or the Data Processing Agreement. Fairfox is responsible for infrastructure availability, security, backups, and disaster recovery. Customer accesses the Platform via standard web browsers.
Fairfox shall use commercially reasonable efforts to make the Platform available on a 24×7 basis, targeting 99.5% monthly uptime excluding scheduled maintenance, emergency maintenance, and events of force majeure. Fairfox shall provide reasonable advance notice of scheduled maintenance. Support response times and any service credits are as set forth in the Order Form.
Customer Data is stored and processed within the European Union. Fairfox shall not transfer Customer Data outside the EU/EEA without Customer's prior written consent, except as permitted by the Data Processing Agreement.
Fairfox may provide Professional Services to Customer upon request. Professional Services include, but are not limited to: onboarding and implementation support, training, bespoke analytics and reporting, and technical troubleshooting. Professional Services are billed at the hourly rate specified in the Order Form (currently €140 per hour) unless otherwise agreed in a Statement of Work.
Fairfox shall track time spent on Professional Services and invoice Customer monthly in arrears for work performed during the prior thirty (30) days. Time is billed in minimum increments of one (1) hour. Invoices are due and payable within thirty (30) days of the invoice date.
Customer shall pay Fairfox the subscription fees specified in the Order Form, exclusive of any applicable taxes. Subscription fees are payable annually in advance. Fairfox shall invoice Customer for the subscription fee upon execution of the Order Form and annually thereafter on the anniversary of the Subscription Start Date.
Professional Services fees are billed monthly in arrears as described in Section 4.2, unless otherwise specified in a Statement of Work.
All invoices are payable within thirty (30) days of the invoice date. Payment shall be made in Danish Kroner (DKK) or Euros (EUR) as specified in the Order Form, by bank transfer to the account specified on the invoice. Late payments shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower).
Except as expressly provided in this Agreement, all fees are non-refundable. If Customer terminates this Agreement for convenience prior to the end of the Subscription Term, Customer remains obligated to pay all fees for the remainder of the Subscription Term. If Customer terminates this Agreement for cause under Section 6.2 due to Fairfox's uncured material breach, Fairfox shall refund to Customer any prepaid fees for the unused portion of the Subscription Term, calculated pro rata from the effective date of termination.
Subscription fees for the Initial Term are fixed. For each Renewal Term, Fairfox may adjust subscription fees by providing Customer with written notice at least ninety (90) days prior to the end of the then-current Subscription Term. If Customer does not wish to continue at the adjusted fees, Customer may decline renewal by providing written notice in accordance with Section 6.1.
If Customer fails to pay any undisputed amount when due, Fairfox may, in addition to any other rights or remedies, suspend Customer's access to the Platform upon thirty (30) days' prior written notice. Fairfox shall not suspend access on the basis of amounts that Customer has disputed in good faith in writing prior to the due date. Fairfox shall restore access upon receipt of all past-due amounts.
This Agreement commences on the Subscription Start Date specified in the Order Form and continues for the initial term specified in the Order Form (the "Initial Term"). Following the Initial Term, this Agreement shall automatically renew for successive renewal periods of the same duration as the Initial Term (each, a "Renewal Term"), unless either party provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current term.
Either party may terminate this Agreement for cause upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice thereof; or (b) becomes insolvent, makes an assignment for the benefit of creditors, files or has filed against it a petition in bankruptcy or similar proceeding, or ceases to do business.
Upon termination or expiration of this Agreement: (a) all licenses granted hereunder shall immediately terminate; (b) Customer shall immediately cease all use of the Platform; and (c) Fairfox shall provide Customer with a final invoice for any unpaid fees.
Upon Customer's written request made within thirty (30) days after termination, Fairfox shall provide Customer with a copy of Customer Data in a commonly used electronic format. After such thirty (30) day period, or immediately upon termination if no request is made, Fairfox shall delete all Customer Data in its possession or control, except as required by law or as necessary to enforce Fairfox's rights under this Agreement.
Sections 2.2 (License Restrictions), 5 (Fees and Payment), 6.4 (Return or Deletion of Customer Data), 8 (Intellectual Property), 9 (Confidentiality), 10 (Warranties and Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), and 13 (General Provisions) shall survive termination or expiration of this Agreement.
In the event Fairfox becomes insolvent, enters liquidation, or otherwise ceases business operations, Fairfox shall use reasonable efforts to: (a) provide Customer with at least thirty (30) days' notice during which Customer may export Customer Data in a commonly used electronic format; and (b) maintain Platform availability during such period to the extent commercially feasible. Customer acknowledges that Fairfox's ability to perform these obligations may be limited by applicable insolvency law and the actions of any bankruptcy administrator or receiver.
As between the parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Fairfox a non-exclusive license to use, process, and analyze Customer Data solely to the extent necessary to provide the Services and perform Fairfox's obligations under this Agreement.
Fairfox's processing of personal data is governed by its Privacy Policy, available at fairfox.ai/pages/privacy-policy, and by the Data Processing Agreement available through Fairfox's trust center at trust.fairfox.ai. Customer acknowledges that it has reviewed the Data Processing Agreement as of the Effective Date. To the extent Customer Data includes personal data subject to data protection laws (including the EU General Data Protection Regulation), the Data Processing Agreement is incorporated into this Agreement by reference and shall govern the processing of such personal data. If Fairfox materially updates the Data Processing Agreement in a manner that reduces Customer's rights or Fairfox's obligations with respect to personal data protection, Customer may terminate this Agreement without penalty upon written notice to Fairfox within thirty (30) days of receiving notice of the update, and shall receive a pro rata refund of prepaid fees for the unused portion of the Subscription Term.
Customer represents and warrants that: (a) it has obtained all necessary rights, consents, and authorizations to provide Customer Data to Fairfox and to permit Fairfox to use Customer Data as contemplated by this Agreement; and (b) Customer Data does not violate any applicable laws or third-party rights.
Fairfox may aggregate and anonymize Customer Data such that it does not identify Customer or any individual, and may use such aggregated and anonymized data solely for the purposes of improving the Platform and its underlying analytics models. Fairfox shall not use Customer Data — whether aggregated, anonymized, or otherwise — to provide benchmarking or comparative analytics to other customers without Customer's prior written consent.
Fairfox retains all right, title, and interest in and to the Platform, Documentation, and any other technology, software, or materials developed or provided by Fairfox, including all intellectual property rights therein and any custom features, modifications, or developments created by Fairfox for Customer as Professional Services (unless otherwise agreed in a Statement of Work). Customer acknowledges that no ownership rights are transferred to Customer under this Agreement.
If Customer or its Users provides Fairfox with any suggestions, enhancement requests, recommendations, or other feedback regarding the Platform ("Feedback"), Fairfox may use such Feedback to improve the Platform and its services without restriction or obligation to Customer. Feedback shall not be considered Confidential Information of Customer unless expressly marked as such.
Each party (the "Receiving Party") agrees to maintain in confidence all Confidential Information of the other party (the "Disclosing Party") and to not use such Confidential Information except as necessary to exercise its rights or perform its obligations under this Agreement. The Receiving Party shall protect Confidential Information using the same degree of care it uses to protect its own confidential information of similar nature, but in no event less than reasonable care.
Confidential Information does not include information that:
The parties acknowledge that Customer Data constitutes Confidential Information of Customer, and that the Platform, Documentation, and Fairfox's technical and business information constitute Confidential Information of Fairfox.
Fairfox warrants that: (a) the Platform will perform materially in accordance with the Documentation during the Subscription Term; (b) Fairfox will perform Professional Services in a professional and workmanlike manner; and (c) Fairfox maintains ISO/IEC 27001:2022 certification for its information security management system. Customer's sole remedy for breach of these warranties is for Fairfox to re-perform the non-conforming Services or, if Fairfox cannot substantially correct the non-conformance within thirty (30) days, Customer may terminate this Agreement and receive a refund of fees paid for the period during which the non-conformance existed, plus any prepaid fees for periods after the effective date of termination.
Except as expressly provided in Section 10.1, the Platform and all Services are provided "as is" and "as available" without warranties of any kind, whether express, implied, statutory, or otherwise. Fairfox disclaims all implied warranties, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement, to the maximum extent permitted by applicable law.
Fairfox does not warrant that the Platform will be uninterrupted, error-free, or completely secure.
To the maximum extent permitted by applicable law, in no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunities, arising out of or related to this Agreement, regardless of the form of action and whether or not such party has been advised of the possibility of such damages.
To the maximum extent permitted by applicable law, Fairfox's total aggregate liability arising out of or related to this Agreement, whether in contract, tort, or otherwise, shall not exceed the total amount of fees paid or payable by Customer to Fairfox in the twelve (12) months preceding the event giving rise to liability.
The limitations in this Section 11 shall not apply to: (a) either party's indemnification obligations under Section 12; (b) Customer's payment obligations; (c) breaches of Section 2.2 (License Restrictions) or Section 9 (Confidentiality); or (d) Fairfox's breach of its obligations under the Data Processing Agreement or applicable data protection laws, provided that Fairfox's aggregate liability under this subsection (d) shall not exceed three (3) times the total annual subscription fees paid or payable by Customer in the twelve (12) months preceding the event giving rise to liability.
Fairfox shall defend, indemnify, and hold harmless Customer from and against any third-party claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable legal costs) arising from or related to any claim that Customer's use of the Platform or any Professional Services deliverables in accordance with this Agreement infringes or misappropriates any third-party intellectual property right. If the Platform becomes, or in Fairfox's reasonable opinion is likely to become, the subject of such a claim, Fairfox shall, at its option and expense, use reasonable efforts to: (i) procure for Customer the right to continue using the Platform on commercially reasonable terms; or (ii) modify the Platform so that it is no longer infringing while maintaining substantially equivalent functionality. If neither (i) nor (ii) is commercially reasonable, Fairfox may terminate this Agreement and refund to Customer any prepaid fees for the unused portion of the Subscription Term, calculated pro rata from the effective date of termination. Fairfox's obligations under this Section 12.1 shall not apply to the extent a claim arises from: (a) use of the Platform in combination with products, services, or data not provided by Fairfox; or (b) Customer Data or Customer Materials.
Customer shall defend, indemnify, and hold harmless Fairfox from and against any third-party claims, demands, losses, damages, liabilities, costs, and expenses (including reasonable legal costs) arising from or related to: (a) Customer Data or Customer Materials that breach Customer's representations under this Agreement or violate applicable law; (b) Customer's use of the Platform in violation of this Agreement or applicable law; (c) Customer's breach of its representations, warranties, or obligations under this Agreement; or (d) any claim that Customer Data or Customer Materials infringe or misappropriate any third-party intellectual property right.
The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim; (b) give the indemnifying party sole control of the defense and settlement of the claim; and (c) provide reasonable cooperation in the defense of the claim. The indemnified party may participate in the defense of the claim at its own expense with counsel of its own choosing. The indemnifying party shall not settle any claim in a manner that admits liability on behalf of the indemnified party or imposes obligations on the indemnified party without the indemnified party's prior written consent.
This Agreement, together with all Order Forms, Statements of Work, and the Data Processing Agreement, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior or contemporaneous agreements, communications, and understandings, whether written or oral. In the event of any conflict, the following order of precedence applies: (a) the Data Processing Agreement controls on matters of personal data processing; (b) the applicable Order Form controls on commercial terms specific to that Order Form; and (c) this Agreement controls on all other matters.
This Agreement may only be amended by a written document signed by authorized representatives of both parties. Notwithstanding the foregoing, Fairfox may update the Documentation, Privacy Policy, and Data Processing Agreement from time to time to reflect operational, legal, or regulatory changes, provided that any such update does not materially reduce the Services or Customer's rights under this Agreement. Fairfox shall provide Customer with at least thirty (30) days' prior written notice of material updates to the Privacy Policy or Data Processing Agreement, except where a shorter period is required by applicable law or regulatory authority.
Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any attempted assignment in violation of this Section shall be void. This Agreement shall be binding upon and inure to the benefit of the parties' permitted successors and assigns.
Neither party shall be liable for any delay or failure to perform its obligations under this Agreement (other than payment obligations) due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, or failures of third-party services or infrastructure. The affected party shall promptly notify the other party of the force majeure event and use reasonable efforts to minimize the impact.
All notices required or permitted under this Agreement shall be in writing and delivered by email, registered mail, or courier to the addresses specified in the Order Form (or such other address as may be specified in writing). Notices shall be deemed given: (a) when received if delivered by hand or courier; (b) three (3) business days after mailing if sent by registered mail; or (c) upon confirmation of receipt if sent by email during business hours, or on the next business day if sent outside business hours.
This Agreement shall be governed by and construed in accordance with the laws of Denmark, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
The parties agree to the exclusive jurisdiction of the courts of Denmark for any disputes arising out of or related to this Agreement. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
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Questions about our Software License Agreement? Reach out at info@fairfox.ai