Trackunit ApS, Cvr-nr. 20750170, Gasværksvej 24, 4. Sal, 9000 Aalborg, Denmark (“Trackunit”) has developed and is operating an online marketplace (the “Marketplace”) for software applications (“Apps”) where users of Trackunit’s platform and services can download Apps that can be used in connection with Trackunit’s platform and services.

READ THESE TERMS OF USE (“ToU”) CAREFULLY BEFORE BROWSING THE MARKEPLACE, CREATING AN ACCOUNT, OR OTHERWISE USING THE MARKETPLACE OR THE SERVICES E.G. BY DOWNLOADING APPS. DOWNLOADING ANY APP FROM THE MARKETPLACE INDICATES THAT YOU HAVE ACCEPTED THESE ToU. YOU CANNOT USE THE MARKEPLACE AND DOWNLOAD APPS IF YOU DO NOT ACCEPT THESE ToU.

1. Apps and EULA

Trackunit is making different Apps available for download via the Marketplace. The Apps are developed by Trackunit or third parties (jointly defined as “Developers”) as stated in the specific individual App information. Trackunit is not responsible or liable in any way for Apps made available by third parties on the Marketplace, including the performance, maintenance or support of such App.

The Apps and the use of Apps are governed by the individual App’s end-use-license-agreement (the “EU-LA”), and such EULA is an agreement between you as an user and the Developer of the App. By downloading the App from the Marketplace you accept and agree to be legally bound by such applicable EULA.

2. Data Privacy

Except to the extent otherwise permitted under applicable law, Trackunit will process your personal data as user of the Marketplace and only as described in the Marketplace Privacy Policy and in these ToU. You represent and warrant that, to the extent you provide your or a third party’s personal data/information to Trackunit, you have received and provided all consent and disclosures/notices required under applicable law.

3. Takedowns

Trackunit reserves the right to suspend or ban any listing of Apps from the Marketplace at its sole discretion and without any liability.

4. Intellectual Property Rights

Trackunit owns all rights, title, and interest, including all intellectual property rights, in and to the Market-place, Trackunit’s API, products, services and brands/trademarks and all related technology, websites and content, and any modifications or derivative works of the foregoing (collectively, the “Trackunit Materials”). The Developers own all rights, title, and interest, including all intellectual property rights, in and to their Apps and brands/trademarks related to their Apps, and any modifications or derivative works of the foregoing (collectively, the “Developer Materials”). Trackunit does not assign or grant you any right, title, or interest in either Trackunit Materials or Developers Material on the basis of these ToU, and all rights granted to an App and the use thereof is derived from the EULA for the specific App only. You are not entitled to download or use the App, if you do not accept such EULA.

5. Payment

Downloading and using the App can be conditioned upon you paying a license and/or service fee to the Developer as stated at the listing of the App.
Such license fees or other fees are of no concern of Trackunit as provider of the Marketplace, and Trackunit can never be liable for any such fees or payments regardless of your download of the Apps on the Marketplace, and it is strictly a matter between the Developer and you.

6. Representations and Warranties for Apps

Trackunit is not providing any warranties or guarantees for Apps on the Marketplace whatsoever, and Apps from third party developers are not recommended or endorsed by Trackunit, and Trackunit is not responsible or liable for Apps on the Marketplace, including any malfunctions, defects, lack of performance etc. and all claims regarding an App and related services e.g. help and support for the App shall be directed to the Developer of the App and the Developer only.

7. Limitations of Liability

THE MARKETPLACE AND ALL TRACKUNIT’S SERVICES AND APPS ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. TRACKUNIT AND ITS THIRD PARTY LICENSORS AND DEVELOPERS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, IN-CLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE. TRACKUNIT MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE (A) RELATED TO RELIABILITY, ACCURACY, PERFORMANCE OR COMPLETENESS OF THE APPS, MARKETPLACE OR RELATED SERVICES, OR (B) THAT USE OF APPS, MARKETPLACE OR RELATED SERVICES WILL BE SECURE, TIMELY, UN-INTERRUPTED, ERROR-FREE OR MEET YOUR REQUIREMENTS OR EXPECTATIONS. TRACKUNIT DOES NOT WARRANT OR SUPPORT DEVELOPER’S APPS OR ANY RELATED CONTENT, DATA OR MATERIALS AND DIS-CLAIMS ALL RESPONSIBILITY AND LIABILITY FOR THESE ITEMS AND THEIR ACCESS TO TRAKCUNIT’S SER-VICES OR PRODUCTS, INCLUDING THEIR MODIFICATION, DELETION, DISCLOSURE OR COLLECTION OF DA-TA. THE DISCLAIMERS IN THIS SECTION 7 SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN.
TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL TRACKUNIT BE LIABLE: (A) FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, LOST PROFITS, COSTS OF DELAY, REPUTATIONAL HARM, OR ANY INDIRECT, SPECIAL, INCI-DENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND OR (B) WITHOUT LIMITING THE FOREGOING, FOR ANY DAMAGES OR LIABILITIES EXCEEDING ONE HUNDRED EURO (EURO 100). THIS SEC-TION 7 WILL SURVIVE AND APPLY TO ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS AND THE MARKETPLACE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF ANY LIMITED REMEDY IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSEN-TIAL PURPOSE.
You acknowledge and agree that this Section 7 reflects a reasonable allocation of risk and that Trackunit would not enter into these ToU with you without these liability limitations. The laws in some jurisdictions may not allow some of the limitations of liability in this Section. If any of these laws is found to apply to these ToU, this Section 7 shall apply to the maximum extent not prohibited by these laws.

8. Maintenance, Changes and Modifications

Trackunit may perform maintenance on the Marketplace, which can result in the Marketplace being fully or partly inaccessible or slow for a period and may modify the Marketplace and its features in its discretion. Trackunit typically performs maintenance or makes these changes as part of its overall maintenance and development program with same impact on all users’ use of the Marketplace and is unable to provide notice of the changes to you individually. Trackunit will have no liability resulting from the actions de-scribed above but will use reasonable endeavors to minimize any inconvenience for the users.
Trackunit may modify these ToU and any EULA from time to time and will use reasonable efforts to notify you of modifications e.g., as general notices on the frontpages of the Marketplace or under the specific Apps. You may be required to click through the modified ToU or EULA to show your acceptance and in any event your continued use of the Marketplace after the modification constitutes your acceptance to the modifications. If you do not agree to the modified Terms, your sole remedy is to terminate your use of the Marketplace as described in Section 9.

9. Termination

You may terminate the use of the Marketplace at any time by ceasing all use of and/or access to the Marketplace and deleting any relevant access keys and credentials.

Trackunit may terminate your use of the Marketplace for no cause upon thirty (30) days’ notice to you. Upon any termination, your rights and licenses to use the Marketplace will immediately terminate and you must cease all such use, but all other provisions of these ToU will survive. Trackunit will have no obligation or liability resulting from termination.

A party may terminate the use of the Marketplace without further notice, if the other party is in material breach with these ToU.

10. Export Controls etc.

As used herein, “Export Control Laws” means all applicable laws/act of Denmark all applicable trade control legislation of the European Union, including, for example, but without limitation, Regulation (EC) No 428/2009 (as amended) on setting up a Community regime for control of exports, transfer, brokering and transit of dual-use items (a/k/a “Dual-use regulation”) as well as any applicable rules and regulations laid down or implemented in the member states of the European Union, and to the extent applicable, the analogous laws of any and all other applicable jurisdictions.
You acknowledge that the Marketplace and especially the Apps are or may be subject to Export Control Laws. In turn, and without limiting any other provision of these ToU, you agree, represent and warrant that you will not, and that you will take reasonable measures to ensure that your personnel, subcontractors, agents and others subject to your control or determining influence do not, use, distribute, divert, transfer or transmit, or permit or facilitate any other person or entity to use, distribute, divert, transfer or transmit, any Apps or Apps’ technology (even if incorporated into other products/services, technology, data, information, material, software or other things), except in compliance with and as authorized/permitted by such Export Control Laws, and, if requested by Trackunit or on the Marketplace, you agree, represent and warrant that you will execute all documents and provide such other assistance as may be reasonably requested by Trackunit in order to comply with such laws, including obtaining any export licenses or permits as may be required under the applicable Export Control Laws. You further agree, represent and warrant that you will not, and that you will take reasonable measures to ensure that your personnel, subcontractors, agents and others subject to your control or determining influence do not, use, distribute, divert transfer or transmit, or permit or facilitate any other person or entity to use, distribute, divert transfer or transmit, any Apps or Apps’ technology (even if incorporated into other products/services, technology, data, information, material, software or other things) for the purpose of or in connection with the development, production, handling, operation, maintenance, storage, detection, identification or disseminations of nuclear, chemical or biological weapon proliferation or development of missile technology enabling development, production, maintenance or storage of missiles capable of delivering such weapons.
To the extent not already covered above, you represent and warrant that neither you, nor, as applicable, any of your employers, affiliates, subsidiaries, agents or parent companies, nor any of your or their share-holders, partners, members, directors, officers, personnel, or other agents, nor any other person or entity having a direct or indirect ownership or controlling interest in you or them, are (i) a person targeted by economic, trade or financial sanctions laid down, administered or enforced by the United Nations, the European Union or its Member States or any other jurisdiction that is applicable to your use of the Apps, including, but not limited to, persons designated on the U.S. Department of the Treasury, Office of Foreign

Assets Control’s List of Specially Designated Nationals and Other Blocked Persons and Consolidated Sanctions List, the U.S. State Department’s Non-proliferation Sanctions Lists, the UN Financial Sanctions Lists, the EU’s Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions; or (ii) directly or indirectly owned or controlled by any such person (each a “Restricted Person”). You agree, represent and warrant that you will notify Trackunit in writing immediately if you or, as applicable, any of your employers, affiliates, subsidiaries, or parent companies, or any of your or their shareholders, partners, members, directors, officers, personnel, or other agents, or any other person or entity having a direct or indirect ownership or controlling interest in you or them, becomes a Restricted Person or if you or they become directly or indirectly owned or controlled by one or more Restricted Persons.
In addition, to the extent not already covered above, you agree, represent and warrant that you will not, and that you will take reasonable measures to ensure that your personnel, subcontractors, agents and others subject to your control or determining influence do not, use, distribute, divert, transfer or transmit, permit or facilitate any other person or entity to use, distribute, divert, transfer or transmit, any Apps in activity with, for, on behalf of, or for the benefit of, a Restricted Person or other individual, entity, territory or organization targeted for sanction and/or embargo by European or United States authorities, as applicable, or other applicable sanctions regimes, or, to the extent not already covered above, in activity directly or indirectly involving Russia Cuba, Iran, North Korea, Sudan, Syria or Crimea/Sevastopol.

11. Other Terms

Force Majeure

Trackunit will not be liable to you for any delay or failure to perform any obligation under these ToU or the performance of the Marketplace due to force majeure situations if the delay or failure is due to un-foreseen events that are beyond Trackunit’s reasonable control.

Assignment

You may not assign, transfer or delegate any right or obligation under the ToU and any non-permitted assignment is void. Trackunit may assign these ToU and its rights and obligations to any of its affiliates or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or the Marketplace as such.

12. Governing Law and Disputes

These ToU and the use of the Marketplace will be governed by and construed in accordance with the laws of Denmark, excluding conflicts of law rules and principles. Any dispute relating to or arising out of these ToU shall be subject to the exclusive jurisdiction of the District court of Aalborg, Denmark, as first in-stance.

15 March 2023
Trackunit ApS