Refactr ApS is the owning company of silentdown.com and its services, and will be used as such below.
These Refactr ApS Terms of Service (this “Agreement”) apply to the Refactr ApS services, which includes
the monitoring of websites and transmission of events from Refactr ApS, to any individual, organization, business entity,
and/or user (“You” or “Your”), through the website www.silentdown.com or any other websites or mobile
applications (collectively, the “Site”) that reference or link to this Agreement.
To use the Services, You must: (i) if a natural person, be at least 18 years old; (ii) be legally able to
enter into contracts on Your behalf; (iii) agree to and comply with terms of this Agreement; and (iv)
complete an order by either: (A) completing an automated order process found on the Site; or (B)
executing a manual order provided by Refactr ApS (each, an “Order”). The effective date of this
Agreement will be the earlier of the date You complete an Order, or access or use the Services (the
PLEASE CAREFULLY READ THIS AGREEMENT. BY SUBMITTING AN ORDER, OR ACCESSING OR USING THE SERVICES, YOU
AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT AND MEET ALL OF THE ELIGIBILITY
REQUIREMENTS IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET ALL OF THE
ELIGIBILITY REQUIREMENTS IN THIS AGREEMENT, Refactr ApS DOES NOT GRANT YOU PERMISSION TO, AND YOU MUST
NOT, ACCESS OR USE THE SITE OR THE SERVICES.
The terms used in this Agreement will have the definitions provided in this
Agreement. If not defined herein, the terms will have their plain English meaning as commonly
- Acceptance of Agreement and Policies.
All access to and use of the Services, including any
available and updated from time to time at https://silentdown.com/cookie-and-privacy-policy (the “Privacy
Policy”); (iii) the Order. The terms of this Agreement and the Policies are
accepted by either: (i) executing an Order; (ii) clicking to accept this Agreement when completing
an automated order process found on the Site; or (iii) gaining access to or using the Services. The
Policies and any Orders are incorporated into and deemed a part of this Agreement.
An Order is required for any free use of the Services (such as a free subscription or a
trial subscription, each a “Free Subscription”) and for any paid use of the Services (a “Paid
Subscription”). In connection with any Order, You must provide Refactr ApS with true, accurate,
complete, up-to-date contact information, and remit payment as specified in the applicable Order.
All Orders completed by You will be governed by the terms of this Agreement. If the terms of this
Agreement or any of the Policies conflict with Your Order, the specific terms of Your Order will
govern but only with respect to the use of the Services specified in the applicable Order.
After You have completed an Order, Refactr ApS may grant you a unique account (an
“Account”). In connection with the Account, You may be provided with one or more unique user
identifiers and passwords (each, an “Account ID”). Each Account ID is personal in nature and may
only be used by You, or if You are an organization only by Your designated employees or contractors
who are contractually required to comply with the terms of this Agreement (such individual, as
applicable, the “User” of the Account). You are solely responsible for all use of the Services by
each User (and anyone who accesses the Services through Your Account, other than Refactr ApS
employees and contractors) and for compliance by each such User or other person with the terms of
this Agreement. You will ensure the security and confidentiality of each Account ID and will notify
Refactr ApS immediately if any Account ID is lost, stolen or otherwise compromised. You
acknowledge that You are fully responsible for all costs, fees (including, without limitation,
attorneys and professional fees), liabilities and damages incurred through use of each Account ID.
You also acknowledge that any Services ordered or transactions completed through any Account or
under any Account ID will be deemed to have been authorized and lawfully completed by You. In no
event will Refactr ApS be liable for the foregoing obligations or the failure by You to fulfill
such obligations. You, at Your own expense, will be solely responsible for procuring, installing and
maintaining any hardware, software, or other equipment as may be necessary for You and each User to
connect to, access, and use the Services or the Site.
This Agreement is effective beginning on the Effective Date and will continue for the
period specified in the Order (the “Initial Term”). In the case of a Free Subscription, this
Agreement and all of Your rights to use the Services will expire at the end of the Term unless: (i)
You complete another Order; or (ii) Refactr ApS previously terminated Your Account, which it may
do at any time. In the case of a Paid Subscription, the Term, including all associated payment
obligations, will automatically renew for successive periods equal in length to the Initial Term
(each, a “Renewal Term”, and together with the Initial Term, the “Term”), unless either party sends
the other written notice of its intent not to renew the Term not later than thirty (30) days prior
to the end of the current Term. In the case of a Paid Subscription with an Initial Term of more than
one (1) year, each Renewal Term length will be one (1) year.
- Modifications to this Agreement.
Refactr ApS may modify this Agreement and any of the
Policies at any time by: (a) posting the revised version on the Site; (b) asking You to re-verify
Your login credentials; (c) electronically sending You a link to the modified Agreement or Policies;
or (d) through other reasonable means. Your continued use of the Services after Refactr ApS has
notified you in one of the above manners will be deemed to constitute Your acceptance of any such
modification, provided that: (A) with respect to Free Subscriptions, such modifications will apply
retroactively to the inception of Your access to or use of the Site or Services unless expressly
prohibited by applicable law; and (B) with respect to Paid Subscriptions, such modifications will
(i) not modify any financial terms in the then current Order for the initial Term thereof and will
apply only to future Terms or Orders; (ii) apply only prospectively and will not affect any prior
rights You may have; and (iii) not be construed to modify any other terms or conditions in any
material manner during the then current Order for the initial Term thereof (any such material
modifications will apply only to subsequent Terms or new Orders). In addition to the above, all
modifications to this Agreement or any of the Policies will be effective immediately upon posting
for all Orders subsequent thereto, unless otherwise provided.
- Downtime and Maintenance.
You acknowledge that Refactr ApS is entitled, without any
liability, to suspend access to any or all of the Services at any time: (i) to perform scheduled or
unscheduled maintenance, modifications or upgrades; (ii) due to hardware failures, power outages,
failures of third-party providers, or because of interruptions of any other kind; (iii) to mitigate
the effects of or prevent any attack or threat to the Site, Services, or any other network or
systems on which the Services rely; or (iv) as necessary in Refactr ApS’s sole discretion because
the Services or Your Use thereof are or may violate a law or regulation, or as might be required for
other legal or regulatory reasons (collectively, “Approved Service Suspensions”). Refactr ApS has
no obligation to provide You notice of the cause of any particular Approved Service Suspension.
However Refactr ApS will attempt to notify You in advance of any scheduled Approved Service
Suspension, but other than as may be expressly stated in the applicable Order, Refactr ApS will
have no liability for any damages, losses (including loss of data or profits), or any other
consequences incurred as a result of an Approved Service Suspension or the failure to provide notice
- Fees and Payment Terms.
You agree to pay Refactr ApS all fees in accordance with the
applicable Order (“Fees”). If the Order does not specify any invoicing terms, such Fees will be
invoiced annually in advance. Unless some other date is specified on the Order, You agree to pay
Refactr ApS the amount set forth on any invoice, submitted in accordance with the Order, within
thirty (30) days after receipt thereof. If You have specified payment by credit card or direct
withdrawal from a bank account, then You authorize Refactr ApS or its applicable processing agent
to charge the credit card, or debit the bank account, on file for all Fees due. Refactr ApS may
change its rates prospectively for any Renewal Term by posting the new rates on the Site, or by
providing you advance notice through other reasonable means. Refactr ApS may charge You interest
on any overdue Fees at a rate of 1.5% per month or, if such rate of interest is unlawful, the
maximum rate of interest permitted by law. You will reimburse Refactr ApS for all reasonable costs
and expenses (including reasonable attorneys’ fees) incurred in collecting any overdue amounts, as
permitted by law. All Fees are non-cancelable and non-refundable, including upon any termination or
suspension of this Agreement. If you decide to cancel your subscription during a subscription
period, Refactr ApS does not refund you the remaining amount you may have, but you are free to use
the credits for any future purchases in the Refactr platform.
You will be responsible for all applicable taxes, however designated, incurred in
connection with this Agreement, including but not limited to federal, state, or local sales or use
taxes, value-added taxes (VAT), excises, and other taxes or duties which may now or hereafter be
levied on the Services provided hereunder or on payments made under this Agreement (the “Taxes”). If
at any time Refactr ApS or a taxing authority determines that Refactr ApS is required to pay any
Taxes not previously collected from You, You will promptly submit such Taxes (including applicable
penalties and interest, if any) to Refactr ApS (or if applicable to the taxing authority) within
thirty (30) days of receipt of notice. You hereby indemnify and agree to defend and hold Refactr
ApS harmless from any claim by a taxing authority for any Taxes, penalties or interest.
You acknowledge and agree that except for the limited use rights expressly provided
in this Agreement, as between You and Refactr ApS, Refactr ApS owns and retain all rights,
title, and interest, including, without limitation, all Intellectual Property Rights (as defined
below) in and to the Service, the Site, and all software and other technology utilized to provide
such services and all derivatives thereof (whether or not derived from suggestions, input or
comments from You). No such rights are conveyed to You through this Agreement. You agree not to
challenge the validity of or Refactr ApS’s ownership of Intellectual Property Rights in and to the
Service or any part thereof or any of Refactr ApS’s associated rights. You agree to provide
Refactr ApS with reasonable assistance with enforcing its rights at its own expense. Any
enforcement of Refactr ApS’s rights, however, will remain within Refactr ApS’s sole discretion,
including, whether and how to proceed with any enforcement activity. Any failure to proceed with any
enforcement activity will not be deemed a waiver of Refactr ApS’s rights to do so
later.“Intellectual Property” means and includes all algorithms, application programming interfaces,
apparatuses, software, circuit designs and assemblies, databases and data collections, diagrams,
formulae, inventions (whether or not patentable), know-how, logos, marks (including brand names,
product names, logos, and slogans), methods, network configurations and architectures, net lists,
photomasks, processes, proprietary information, protocols, schematics, specifications, software code
(in any form including source code and executable or object code), subroutines, test results, test
vectors, user interfaces, techniques, URLs, web sites, works of authorship, and other forms of
technology (whether or not embodied in any tangible form and including all tangible embodiments of
the foregoing such as instruction manuals, laboratory notebooks, prototypes, samples, studies, and
summaries).“Intellectual Property Rights” means all rights of the following types, which may exist
or be created under the laws of any jurisdiction in the world: (i) rights associated with works of
authorship, including exclusive exploitation rights, copyrights, moral rights, and mask works; (ii)
trademark and trade name rights and similar rights; (iii) trade secret rights; (iv) patents and
industrial property rights; (v) other proprietary rights in Intellectual Property of every kind and
nature; and (vi) all registrations, renewals, extensions, continuations, divisions, or reissues of,
and applications for, any of the rights referred to in clauses (i) through (v) above.
- Refactr ApS Content.
Unless otherwise noted within the Services, all software, documentation,
scripts, images, videos, data, templates, information, and other content found on the Site or within
the Services (“Refactr ApS Content”) is owned by Refactr ApS. Any and all Intellectual Property
Rights contained within Refactr ApS Content, or that are derivatives thereof, are retained by
- Your Content.
In connection with Your use of the Services, You may enter, store or otherwise
use data, text, information, contact lists, email addresses, Personally Identifiable Information
Your Users in connection with the Services (“Your Content”). You grant Refactr ApS all necessary
rights and licenses in and to Your Content as necessary for Refactr ApS to provide the Services
under this Agreement, which includes, without limitation, the processing and delivery of any and all
digital messages. You represent and warrant that none of Your Content violates this
Agreement, applicable law or the Policies and that You have all necessary right, title, interest,
and consent necessary to allow Refactr ApS to use Your Content to provide the Services. As between
You and Refactr ApS, You retain all rights and all responsibilities in and to Your Content and do
not convey any interest or responsibility to Refactr ApS other than as provided in this Agreement
will not be responsible or liable for any deletion, correction, destruction, damage, loss, or
failure to store or backup any of Your Content. Refactr ApS may take remedial action (such as
deleting Your Content) if any of Your Content violates this Agreement or the Policies. However,
Refactr ApS is under no obligation to review any of Your Content for accuracy, completeness, or
You may: (i) provide Refactr ApS with periodic information about Your use of the
Services and with respect to any problems, including, the nature and frequency of problems,
encountered with use of the Services and any resolutions arrived at for those problems; and (ii)
communicate to Refactr ApS any suggested modifications, changes, or enhancements of the Services
(collectively, “Feedback”). You represent that nothing in that Feedback constitutes Your proprietary
or Confidential Information (as defined below) and You disclaim all rights in the Feedback and agree
that Refactr ApS may freely use, without any obligation to You, any of the Feedback.
During the Term and for three (3) years after any expiration or termination
hereof (but in the case of information that is a trade secret, until such information is no longer a
trade secret under applicable law), each party (each party considered a “Receiving Party” as well as
a “Disclosing Party”) will retain in confidence, and will not use for its own benefit, any
non-public information disclosed by or relating to the other party that is designated as
confidential or that, given the nature of the information or the circumstances surrounding its
disclosure, reasonably should be considered as confidential (“Confidential Information”).
Confidential Information includes, without limitation, all non-public information relating to each
party’s trade secrets, software, computer programs, technology, know-how, documentation, customers,
business plans marketing activities, employees, finances and other business affairs, but excludes
information that: (i) was rightfully in the Receiving Party’s possession, without any obligation to
hold it in confidence, before receipt from the Disclosing Party; (ii) is or becomes a matter of
public knowledge through no fault of the Receiving Party; (iii) is received by the Receiving Party
from a third party who has the lawful right, without any duty of confidentiality, to disclose the
information; (iv) is independently developed by the Receiving Party without use of or reference to
the Confidential Information of the Disclosing Party; or (v) is disclosed by the Receiving Party
with the Disclosing Party’s prior written approval. For the avoidance of doubt: (i) this Agreement,
all Orders, any pricing information, the Services, the Site, Refactr ApS Content, and any
Confidential Information of Refactr ApS’s affiliates, partners, and subcontractors is Refactr
ApS Confidential Information; and (ii) Your Content is Your Confidential Information. Each party
will protect all Confidential Information from disclosure to any third party (except to such party’s
employees, contractors and agents who have a need to know) by using the same degree of care that it
uses to prevent the unauthorized disclosure of its own confidential information of a like nature,
but in no case less than a reasonable degree of care. Notwithstanding the foregoing, either party
may disclose Confidential Information without the other party’s consent to the extent such
disclosure is required by law, rule, regulation, or government or court order, provided that the
Receiving Party first provides prompt written notice of such required disclosure to the Disclosing
Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict
such disclosure. Notwithstanding anything in this Section or this Agreement to the contrary, You
agree that Refactr ApS may use or disclose any of Your Confidential Information in accordance with
Your use of the Services will not extend beyond the scope of this Agreement.
Specifically, You will not (and will not directly or indirectly assist any third party or person
to): (i) copy, reproduce, transmit, distribute, publish, display, modify, alter, sell, resell, lend,
loan, lease, assign, license, sublicense, or transfer any or all of Your rights or licenses under
this Agreement; (ii) access or use the Services except as explicitly provided in this Agreement;
(iii) use the Services in violation of any law, including without limitation, the U.S. CAN-SPAM Act
or any other similar law or regulation; (iv) use automated scripts to collect information from or
otherwise interact with the Service; (v) use the Services to harass or intimidate any person or
entity; (vi) reverse engineer, decompile, reverse compile, disassemble, reconstruct, translate, or
create any derivative work of the Service or any part thereof; (vii) attempt to circumvent any
technological protection measures which are in place to restrict access to any portion of the
Services; (viii) erase or remove any proprietary or intellectual property notice contained in the
Service; (ix) use or permit use of the Services for or by any person or entity other than Your
employees and agents, who are each bound to treat the Services as Refactr ApS Confidential
Information and to otherwise comply with the terms of this Agreement; or (x) have more than one (1)
- Warranties by You.
You hereby represent, warrant, and covenant that: (i) You have the legal
right and authority to enter into this Agreement and, if You are accepting this Agreement on behalf
of a company or other entity, to bind the company or other entity to the terms of this Agreement;
(ii) You have the legal right and authority to perform Your obligations under this Agreement and to
grant the rights and licenses described in this Agreement; (iii) Your Content, and any other data,
information or content You provide to Us in connection with this Agreement and Your access to the
Site and use of the Services, is correct and current, and does not constitute defamation, violate a
third party’s privacy, publicity or other personal rights, and will not violate applicable law or a
third party’s contractual rights; (iv) this Agreement will constitute Your legal, valid, and binding
obligation, enforceable against You in accordance with its terms; and (iv) no consent, approval or
authorization of, or exemption by, or filing with, any governmental authority or third party is
required to be obtained by You in connection with the execution, delivery and performance by it of
this Agreement or the taking of any other action contemplated hereby, which has not been obtained.
- Warranties by Refactr ApS.
Except in the case of a Free Subscription (for which no warranties
of any kind are made), Refactr ApS represents and warrants that it will use commercially
reasonable efforts to provide You the Services in accordance with Your Order and this Agreement.
However, Refactr ApS’s sole obligation, and Your sole and exclusive remedy with respect to any
failure by Refactr ApS to perform in accordance with the warranty in the preceding sentence, is
for Refactr ApS, in its sole discretion, to take commercially reasonable efforts to re-perform the
affected Services or refund the Fees paid or payable for Services provided during the period of the
EXCEPT AS EXPRESSLY PROVIDED IN WARRANTIES BY Refactr ApS: (i) Refactr ApS
DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY OTHER WARRANTY
IMPLIED BY APPLICABLE LAW; (ii) THE SITE, THE SERVICE (AND ANY AND ALL CONTENT OF ANY KIND PROVIDED
BY Refactr ApS IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT) IS PROVIDED “AS IS,” “AS
AVAILABLE” AND WITHOUT WARRANTY; AND (iii) Refactr ApS DOES NOT WARRANT OR GUARANTEE INBOX
PLACEMENT RATE (SOMETIMES REFERRED TO AS MESSAGE “DELIVERY”) BECAUSE OF THE GREAT NUMBER OF
CONDITIONS, PRACTICES, REPUTATIONAL ISSUES OUTSIDE Refactr ApS’S CONTROL, AND/OR THE POSSIBILITY
THAT MESSAGE RECIPIENTS MAY, AT ANY TIME, BE USING HARDWARE OR SOFTWARE THAT IS NO LONGER SUPPORTED
PURSUANT TO THE MANUFACTURER’S END-OF-LIFE POLICY. ANY USE OF THE SERVICES BY YOU IS ENTIRELY AT
YOUR OWN RISK. IF YOU MAKE ANY CHANGES OR MODIFICATIONS TO THE SERVICE (OR ANY CONTENT OF ANY KIND
PROVIDED BY Refactr ApS IN CONNECTION WITH THE SERVICES OR THIS AGREEMENT), THE WARRANTIES IN
SECTION “WARRANTIES BY Refactr ApS” WILL BE NULL AND VOID. IF ANY PART OF THIS SECTION
IS DETERMINED TO BE UNENFORCEABLE, THEN ALL EXPRESS AND IMPLIED WARRANTIES WILL BE LIMITED IN
DURATION FOR A PERIOD OF THIRTY (30) DAYS AFTER THE EFFECTIVE DATE, AND NO WARRANTIES OR CONDITIONS
WILL APPLY AFTER THAT PERIOD.
You agree to defend, indemnify, and hold harmless Refactr ApS and its
affiliates, stockholders, successors, officers, directors, employees, and agents, from and against
any and all actions, proceedings, claims, judgments, liabilities, losses, and damages and related
fees and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) Your
Content; (ii) Your breach of this Agreement; (iii) the violation of rules, generally recognized
industry best practices, regulations or laws with respect to any content or rights, including, but
not limited to, obscenity, defamation, publicity, information security, and privacy; or (iv) Your
negligence or willful misconduct. Refactr ApS will promptly provide You with notice of any such
claim and will have the right to participate in the defense of any such claim.
- Limitation of Liability.
Refactr ApS’S CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING
FROM OR RELATING TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL
NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO Refactr ApS BY YOU ON ACCOUNT OF SERVICES USED
DURING THE THREE MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE UPON WHICH ANY SUCH LIABILITY ARISES
(AND IF NO SUCH FEES HAVE BEEN PAID, THEN $100). IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE
OTHER FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, LOSSES, COSTS OR
EXPENSES OF ANY KIND, HOWEVER CAUSED AND WHETHER BASED IN CONTRACT, TORT OR ANY OTHER THEORY OF
LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, COSTS OR
EXPENSES. THE LIMITATION OF LIABILITY AND EXCLUSION OF CERTAIN DAMAGES WILL APPLY WITHOUT REGARD TO
WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE BEEN DETERMINED BY A COURT OF
COMPETENT JURISDICTION TO BE INVALID, VOID OR UNENFORCEABLE. MOREOVER, THE PARTIES AGREE THAT THE
LIMITATIONS IN THIS SECTION ARE A BARGAINED-FOR EXCHANGE AND A MATERIAL CONDITION AND PREMISE OF
Refactr ApS will have the right to immediately suspend Your Account, in whole or
in part without prior notice, for any reason and/or time that is reasonable under the circumstances,
including, without limitation, Your failure to timely pay Fees or a suspected data security breach.
During such suspension period: (i) You and all of Your User’s access to Your Account and the
Services will be suspended; (ii) Your obligations pursuant to this Agreement will continue to accrue
and all payments will be made in accordance with Your Order and this Agreement; (iii) if You are in
breach of this Agreement, all Fees will continue to accrue; and (iv) unless Refactr ApS deems Your
Account and/or any of Your Content to be potentially harmful in any way or potentially in violation
of any applicable law, Refactr ApS will maintain your Account and not take action to intentionally
delete or remove any or Your Content stored on or within the Service.
Unless earlier terminated in accordance with this Section, this Agreement will
continue in full force and effect through the end of the Term. Refactr ApS will have the right to
terminate this Agreement: (i) for any or no reason upon notice to you during any Free Subscription;
or (ii) upon any breach by You of the terms of this Agreement, including without limitation, the
failure to timely pay Fees, that remains uncured for ten (10) days after notice of such breach.
However, if You violate the Messaging Policy, Refactr ApS may terminate this Agreement immediately
upon notice to You, without any obligation to allow You an opportunity to cure. Upon termination or
expiration of this Agreement for any reason: (i) all rights, licenses, and subscriptions granted to
You under this Agreement will immediately terminate; (ii) You and all of your Users will immediately
cease all use of and access to Your Account and the Services; (iii) all Fees then owed by You will
become immediately due and payable; (iv) You will immediately either return to Refactr ApS or, in
Refactr ApS’s discretion, destroy all of the following that is in Your possession: (A) Refactr
ApS Content; (B) Refactr ApS Confidential Information; (C) Account IDs; and (v) Refactr ApS may
delete any of Your Content stored and/or in process in the Site, the Services or otherwise by
Refactr ApS within ten (10) business days after the effective date of expiration or termination,
or as required by applicable law. This Section notwithstanding, upon termination or expiration of
this Agreement, Refactr ApS may retain Your Content to comply with applicable law or as necessary
to prosecute or defend any legal claim (in which case Refactr ApS may retain Your Content for a
reasonable time pending resolution of such obligation or issue).The following sections of this
Agreement will survive any expiration or termination of this Agreement: (Acceptance of Agreement and
Policies); (Fees and Payment Terms); (Taxes); (Ownership); (Refactr ApS Content); (Your Content);
(Confidentiality); (Restrictions); (Disclaimer); (Indemnification); (Limitation of Liability); and
21 through 34.
- Linked Sites.
The Services and the Site through which the Services are provided may contain
links to third party websites not under Refactr ApS’s control. As such, Refactr ApS is not
responsible or liable for the content on or the policies regarding use and privacy of any such
website. If You access any such website, You do so at your own risk.
- Export Control.
You agree not to export, re-export, or import the Services to any country in
contravention of any applicable law.
Except as expressly provided in this Section, any notice required for or permitted by
this Agreement will be in writing and will be delivered as follows with notice deemed given as
indicated: (i) by personal delivery when delivered personally, (ii) by overnight courier upon
written verification of receipt, (iii) by telecopy or facsimile transmission when confirmed by
telecopier or facsimile transmission report, or (iv) by certified or registered mail, return receipt
requested, upon verification of receipt.Notices made by Refactr ApS that affect customers
generally will be posted on the Site or sent via email. Notices made by Refactr ApS to You or Your
Account specifically (including notices of breach and/or suspension) will be provided to You via the
email address provided to Refactr ApS during Your Order completion process or to any updated email
address You provided to Refactr ApS in accordance with standard account information update
procedures that Refactr ApS may provide from time to time. It is Your responsibility to keep Your
email address associated with Your Account current. You will be deemed to have received any email
sent to any such email address, upon Refactr ApS sending of the email, whether or not You actually
receive the email. Notices made by You to Refactr ApS should be sent to info (at) silentdown.com,
with a copy sent first class mail to:Refactr ApS Refactr ApS, Dyrhaugesvej 1, 4220 Korsør,
Denmark, info (at) silentdown.com – telephone +45 70 60 50 55
- Force Majeure.
In the event either party is unable to carry out its material obligations under
this Agreement, except for the payment of money, by reason of Force Majeure (as defined below),
those obligations will be suspended during the continuance of the Force Majeure, provided that the
party relying on this Section takes all reasonable action to remedy the effect of the Force Majeure
as quickly as practicable. “Force Majeure” includes, without limitation: labor strikes, shortages,
riots, insurrection, fires, flood, storm, explosions, earthquakes, telecommunications outages, acts
of God, war, terrorism, governmental action, or any other cause that is beyond the reasonable
control of such party.
No waiver of any term or condition of this Agreement will be construed as a waiver of
any other term or condition. Waiver of any default under this Agreement will not be construed as a
waiver of any other default. No waiver of any provision in this Agreement or any right or remedy
hereunder will be effective, unless in writing and signed by the party against whom such waiver is
sought to be enforced. There will be no waiver even if there is a delay in exercising or a partial
exercising of any right or remedy under this Agreement.
- Injunctive Relief.
You acknowledge that any unauthorized use of the Services, breach of the
confidentiality or intellectual property provisions of this Agreement may cause irreparable harm to
Refactr ApS, the extent of which would be difficult to ascertain. Accordingly, You agree that, in
addition to any other remedies to which Refactr ApS may be legally entitled to, Refactr ApS will
have the right to seek injunctive relief in the event of such a breach.
You agree that Refactr ApS may use Your name and logo in customer lists (both in
print and on the Site) and in connection with other reasonable marketing activities related to the
The section headings appearing in this Agreement are inserted only as a matter of
convenience and in no way define, limit, construe or describe the scope or extent of such paragraph,
or in any way affect such agreements.
- Prohibition on Competitive Use.
Refactr ApS provides the Site, Services, and Refactr ApS
Content to You, subject to this Agreement, only for non-competitive use. For the avoidance of doubt,
You will not use, access or otherwise view or interact with the Site, Services, Refactr ApS
Content, or any of the information or content therein to directly or indirectly establish, maintain,
or otherwise provide a competing service or software solution to the Service.
If any provision of this Agreement is held by a court of competent jurisdiction
to be contrary to law, such provision will be changed and interpreted so as to best accomplish the
objectives of the original provision to the fullest extent allowed by law and the remaining
provisions of this Agreement will remain in full force and effect.
The performance by Refactr ApS of its duties and obligations under this
Agreement will be that of an independent contractor, and nothing in this Agreement will create or
imply an agency relationship between Refactr ApS and You, nor will the Agreement be deemed to
constitute a joint venture or partnership between Refactr ApS and You.
- Entire Agreement.
This Agreement constitutes the entire agreement between You and Refactr ApS
with respect to the subject matter found within this Agreement. This Agreement supersedes, and the
terms of this Agreement govern, any other prior or collateral agreements with respect to the subject
matter hereof. You acknowledge that in entering into this Agreement You have not relied on, and will
have no right or remedy in respect of, any statement, representation, assurance or warranty other
than as expressly set forth in this Agreement. No alteration, amendment, waiver, cancellation or any
other change in any term or condition of this Agreement will be valid or binding except in
accordance with the terms of this Agreement.
- EU – GDPR
data-agreement can be requested at email@example.com.
Updated – Marts 2020