Terms of Use

This Terms of Use (the “Agreement”) sets out the terms and conditions governing your use of Mouseflow’s Services. This Agreement is between you and Mouseflow ApS (“Mouseflow”, “we”, or “us”). “You” or “Customer” refers to the business entity you represent. By accepting this Agreement on behalf of your employer or another legal entity, you represent and warrant that: (i) you have the authority to bind that entity to this Agreement; (ii) you have read and understood the terms; and (iii) you agree to the terms on behalf of the entity. If you do not have such authority, you must not proceed with registration or use of the Services. If you register for Mouseflow using an email address associated with a business or other legal entity, then (a) you will be deemed to represent that entity, (b) your acceptance will bind that entity to this Agreement, and (c) “you” or “Customer” will refer to that entity. Mouseflow and Customer shall each be referred to as “Party” and together as “Parties”.

This Agreement becomes effective on the earlier of (i) the date you first click to accept these terms (such as “Sign Up” or a similar action or checkbox) or (ii) the date you first access or use the Services of Mouseflow (the “Effective Date”). This Agreement is legally binding even if not signed, and your acceptance is confirmed by your Sign Up (or similar action or checkbox), creation of a Mouseflow Account, or submission of an order.

The Parties agree that this Agreement shall exclusively govern the use of the Software and the Service. Any terms and conditions of the Customer or any third party, including but not limited to purchase order terms, supplier terms, or the Customer’s standard terms and conditions, shall not apply and are expressly excluded, regardless of any reference to or acceptance of such terms in the ordering process, installation process, or otherwise.

The Services are intended solely for use by businesses and other organizations. Customer represents and warrants that it is acquiring the Services solely for use in its business or professional capacity, and not for personal, household, or consumer purposes. Accordingly, the Parties agree that consumer protection laws, including any statutory rights or remedies applicable to consumers, shall not apply to this Agreement or the provision of the Services.

Terms appearing with an initial capital letter have the meanings specified in this section, or as otherwise defined throughout the Agreement and any attached exhibits:

“Account” or “Mouseflow Account” refers to the Customer’s registered account for accessing and using the Service.

“Affiliate” means any other entity that directly controls or is controlled by a Party. The term “control” (including the term “controlled by”) means the possession of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise.

“Brand Features” means any trade names, trademarks, service marks, logos, domain names, trade dress or other distinctive items that represent Customer or Mouseflow, respectively. Mouseflow® is a duly registered trademark and property of Mouseflow.

“Customer Data” means anonymous, aggregated data concerning the characteristics and activities of Visitors of the Customers’ Website(s) collected and analyzed by the Software, and forwarded to the Data Centers. The Parties agree and understand that Customer intends to use the Service in a way that only anonymous information is collected from Website Visitors, so that no information collected can be used to identify individual Website Visitors.

“Data Centers” means the technological infrastructure controlled by Mouseflow (or its subcontractors) upon which the Software operates and the Customer Data is stored.

“Documentation” means any documentation provided by Mouseflow for Customer, related to the Software or the Service, including that which is available online or otherwise.

“Inappropriate Content” is defined with the Mouseflow Acceptable Use Policy.

“Initial Subscription Term” means the initial period of the Subscription Term, as specified in the applicable Order Form, commencing on the start date indicated in that Order Form.

“Knowledge Base” means the pages on Mouseflow website which have information and documentation concerning the Software (https://help.mouseflow.com).

“Mouseflow Acceptable Use Policy” means the policy of Mouseflow that governs the acceptable use of the Service and the Software by the Customers. The Policy can be found at https://mouseflow.com/legal/company/acceptable-use-policy/.

“Mouseflow App” means the web-based application provided by Mouseflow through which you can set up and manage your Account and Subscriptions, configure your use of the Services, and access session data, analytics, and related features made available as part of your Subscription.

“Mouseflow Security Standards” means the security measures applied by Mouseflow. More information can be found at https://mouseflow.com/legal/company/compliance/.

“Order Form” means an ordering document for Services purchased from Mouseflow that has been executed by the Customer (or, in the case of an online transaction, deemed accepted by the Customer through completion of the ordering process within the Mouseflow App) and approved by Mouseflow.

“Page View” occurs each time the Mouseflow’s tracking code is executed on a web page visited by a Visitor.

“Personal Data” means any information relating to an identified or identifiable individual, as defined by applicable data protection or privacy laws or regulations.

“Professional Services” refers to additional services that may be purchased as an add-on to Enterprise Plans, including enhanced support response times, dedicated customer success management, live training sessions, strategic account reviews, technical and functional consultancy, and other personalized service offerings designed to support implementation, optimization, and use of the Mouseflow platform.

“Proprietary Rights” means, without limitation, any patent, copyright, trademark, trade secret, design, database right, business name, domain name, layout, design or other intellectual property or proprietary right, whether registered or not and whether registerable or not, as may exist anywhere in the world.

“Renewal Date” means the date immediately following the end of the Initial Subscription Term or any Renewal Subscription Term, on which the next Renewal Subscription Term begins, unless the Subscription is terminated in accordance with this Agreement.

“Renewal Subscription Term” means each subsequent renewal period of the Subscription Term, equal in length to the expiring Subscription Term, that begins automatically upon the expiry of the Initial Subscription Term or any prior Renewal Subscription Term, unless terminated in accordance with this Agreement.

“Report” means the analysis derived from Customer Data and made available through the Account. The charts, graphs, and statistics contained in a Report vary based on the type of Account and Subscription Plan.

“Sensitive Information” means any Personal Data that is subject to heightened protection under applicable data protection laws, such as health data, biometric data, or data revealing racial or ethnic origin.

“Service” or “Services” refers to the tools and features for analyzing, processing, storing, or parsing Customer Data, accessible through the Mouseflow Account.

“Session” is a unit of measurement which consists of a plurality of Page Views during a single browsing session on the Website. A session begins when a Visitor navigates to a page which has Mouseflow tracking activated, and ends when the Mouseflow Software determines that the browsing session is idle, has no more activity on tracked pages, or the Software’s technical limit of maximum pageviews per session has been reached.

“SLA” or “Mouseflow SLA” refers to the service level commitments that may be purchased as an add-on to Enterprise Plans, including platform uptime targets and response and resolution times for service errors.

“Software” means Mouseflow’s proprietary client-side and server-side software components provided as part of the Service, including, without limitation, the Mouseflow tracking code, Mouseflow recording script, and the Mouseflow processing, analytics and application software, together with any fixes, updates, and upgrades.

“Subscription” or “Subscription Plan” refers to the specific features, pricing, and attributes agreed upon by Customer and Mouseflow for the provision of the Service, as outlined in an Order Form. Mouseflow offers the following types of Subscription Plans:

• “Standard Plan” refers to a subscription plan listed and detailed on our website (Pricing – Mouseflow), excluding Enterprise and Agency Plans. Standard Plans may be purchased via online transaction.
• “Enterprise Plan” refers to (i) any subscription plan that exceeds the capacity, features, functionality or limitations of a Standard Plan or (ii) a Plan purchased under an existing separate Mouseflow Subscription Agreement between Customer and Mouseflow governing the use of the Services.
• “Agency Plan” refers to a subscription plan available to authorized agency partners, which permits the agency to sublicense access to the Services to its own customers and use the Account for the benefit of those customers, subject to the terms of this Agreement and a signed Order Form between the Parties, or the Mouseflow Subscription Agreement for Agency Partners in place between the Parties.
• “Trial Plan” refers to a restricted subscription plan that offers limited features and functionality, as well as time-limited access, provided free of charge.
• “Free Plan” means a restricted subscription plan which includes limited features, functionality and sessions, provided free of charge.

“Subscription Term” means the subscription period specified in the applicable Order Form during which Mouseflow will provide the Services to Customer in accordance with the selected Subscription Plan, including both the Initial Subscription Term and any subsequent Renewal Subscription Terms. Enterprise and Agency Plans are generally available on an annual basis, while Standard Plans may be purchased on either a monthly or annual basis, at the Customer’s choice.

“Visitor” or “Website Visitor” refers to the person who accesses the Customer’s Website, where Mouseflow’s tracking code is installed and capturing information.

“Website” means a collection of one or more web pages that Customer owns and controls or operates or authorizes a third party to control or operate on its behalf.

Paid Services. Subject to the Agreement and the Order Form, Mouseflow shall provide the Customer during the Subscription Term, solely for the Customer’s internal business operation:

• right to access the Mouseflow Account and Service, in accordance to the Subscription Plan purchased by Customer;
• support services according to Mouseflow’s standards;
• Professional Services, if purchased as an add-on for Enterprise plans;
• Mouseflow SLA, if purchased as an add-on for Enterprise plans.

Free Services. Customer may sign up for a Trial Plan for a period of fourteen (14) days. Upon expiration of the Trial Plan, the Customer may choose to transition the Account to a Free Plan or upgrade to a Standard or Enterprise Plan. Mouseflow reserves the right to cancel, terminate, or modify any Free or Trial Plan at any time, with or without cause, and may also remove Free or Trial Plans from the Services entirely. Customer acknowledges that any access to the Services under a Trial or Free Plan is provided on an “as-is” and “as-available” basis without any warranties or commitments of any kind. Mouseflow shall have no obligations or liability, including with respect to uptime, availability, performance, security, data retention, or support, in connection with Trial or Free Plans. To the maximum extent permitted by law, Mouseflow disclaims all liability arising from or related to the use of the Services under such plans.

Changes to the Services. We may change or discontinue all or any part of the Services, at any time and without notice or liability, at our sole discretion. Mouseflow reserves the right to modify, remove, reorganize, or replace the features, session volumes, limitations, or other elements of any Subscription Plan at any time. This includes the right to discontinue or merge existing Subscription Plans, or introduce new Subscription Plans. Such changes will take effect at the start of the next Renewal Subscription Term. Prior to renewal, Customer will be informed of any material changes and may choose to accept the modified Subscription Plan, switch to a different available Subscription Plan, or cancel the Subscription effective as of the end of the current Subscription Term.

Changes to the Agreement. We may modify this Agreement at any time, at our sole discretion. We will notify you of any modifications by posting the updated Agreement on our website or by other means of communication. If you continue to use the Services, including maintaining your Account and Customer Data, after the modifications take effect, you will be deemed to have accepted the updated Agreement.

Order Form. To subscribe to any Subscription Plan other than a Free or Trial plan, you must complete an Order Form, either through our online ordering process or by entering into a separate agreement executed by you and confirmed by Mouseflow or signed by both Parties. The Order Form will specify the applicable Subscription Plan, fees, term, and any additional terms. In the event of any conflict between this Agreement and the Order Form, the terms of the Order Form will prevail with respect to the applicable Subscription Plan.

Fees. Customer will pay Mouseflow all fees specified in or otherwise incurred pursuant to an applicable Order Form (“Fees”), in accordance with this Section 3 and the applicable Order Form. All Fees shall be paid in advance and on a monthly or yearly basis, as specified in the Order Form. Extraordinary costs may be added by Mouseflow (e.g. extra credits, high traffic, support, other related costs). Fees are quoted and payable in Euros or United States dollars. Mouseflow may increase Fees for the upcoming Renewal Subscription Term. Pricing for a Renewal Subscription Term will be based on Mouseflow’s pricing in effect at the time of the applicable Renewal Date. All payment obligations are non-cancellable, and all fees paid are non-refundable.

Payment terms. Standard Plan Customers must pay fees by credit card, PayPal, or other methods offered in the Mouseflow App. By providing a payment method, Customer authorizes Mouseflow to charge it on the first day of the Subscription Term. Customer must keep all payment and billing details current in the Account.

Enterprise and Agency Plan Customers may pay by:

• credit card (same terms as above), or
• bank transfer per a signed Order Form. Invoices will be emailed to the “Billing email” in the Account and are due within thirty (30) days of the invoice date.

Late payment fee. Overdue invoices are subject to a late fee of 1.5% per month or the maximum rate permitted by law, whichever is higher, plus any costs of collection.

Suspension of the Services. If payments are not received within five (5) days of the due date, or if Customer uses the Service in a way that violates any applicable laws or regulations or the terms of this Agreement or the Applicable Use Policy, Mouseflow, in its sole discretion, may suspend, block and/or restrict Customer’s access to the Service and the provision of the Service. If payments on undisputed amounts are not received within sixty (60) days from the due date, Mouseflow reserves the right to terminate Customer’s access to the Service and/or permanently delete the Customer Data.

Taxes. All amounts payable hereunder shall not be subject to any set-off or deduction. All fees are exclusive of VAT, withholding, sales or use tax, and any other applicable taxes, duties, tariffs and similar governmental charges, and, except with respect to income taxes of Mouseflow, Customer is responsible for payment of all such amounts, including sales or use tax, value added tax (VAT), withholding taxes, export, import and other duties, tariffs imposed by any governmental agency in connection with this Agreement.

Term of Agreement. This Agreement commences on the Effective Date and shall remain in effect until the Mouseflow Account is deleted.

Term of Subscription. The Subscription to the Services begins on the start date indicated in the applicable Order Form and will continue for the Initial Subscription Term set out in that Order Form. After the Initial Subscription Term, the Subscription will automatically renew for successive periods of equal length (each a Renewal Subscription Term) unless:

• for Standard Plans, the Customer cancels the Subscription through their Mouseflow Account before the end of the current Subscription Term by downgrading to a Free Plan or deleting the Account; or
• for Enterprise or Agency Plans, either Party provides written notice of cancellation or non-renewal no later than 30 days before the end of the current Subscription Term. Notices received less than 30 days before expiration will not prevent renewal.

For clarity, unless otherwise agreed, only one Order Form is signed at the beginning of the Subscription, and it governs both the Initial Subscription Term and any Renewal Subscription Terms.

Termination. Mouseflow may terminate the Subscription and/or the Agreement and the licenses contained herein at any time with immediate effect by giving written notice to the Customer, for no reason or if Customer is in breach or default of any material provision of this Agreement or the Mouseflow Acceptable Use Policy.

Effects of termination. If the paid Subscription Plan is terminated, the Free Plan may still be available to the Customer; however, this may not apply if the Agreement was terminated by Mouseflow. This Agreement will continue to apply for as long as you have access to your Mouseflow Account. Upon the termination of the Agreement, Customer shall: (i) immediately cease use of the Service and Customer’s access to the Service shall automatically terminate; (ii) remove the Mouseflow tracking code from all web pages, and immediately stop all calls to the Mouseflow API, and, upon request, certify in writing to Mouseflow within three (3) business days; (iii) acknowledge that Customer Data will no longer be available to Customer through the Software and Service; however, Customer may download and retain copies of the Customer Data and Reports; (iv) not be entitled to any refund(s) or credit(s) and any outstanding balance for Service rendered will be immediately due and payable in full. Continuing recording or API use will be billed even after termination.

Installation. In order to access and use the Services, Customer must

• sign-up via the Mouseflow website: accessible at www.mouseflow.com.
• set up an Account: when setting up the Account, Customer must and is solely responsible to provide current, complete, and accurate information;
• install Mouseflow’s tracking code on its Website(s) and install all updates and modifications as instructed by Mouseflow.

Account security. Customer shall be responsible for safeguarding the security of the Account, log-in credentials and password(s), and shall take all reasonably necessary steps to protect the Account password from loss, theft, or unauthorized disclosure. Customer is fully responsible for its own and its employees’ and agents’ use of the Account in accordance with the terms of this Agreement. Mouseflow shall not be liable for any loss and/or damage resulting from Customer’s or its agents’ or employees’ failure to comply with this section or from any loss/damage that occurs outside of Mouseflow’s control. Customer agrees to notify Mouseflow immediately upon learning of any security breach or unauthorized access or use of the Account. Customer agrees to modify Mouseflow’s tracking code, if directed by Mouseflow, and also grants Mouseflow permission to carry out such modifications to ensure compatibility with the Service. Mouseflow shall not be liable for any delays in Customer’s access to its Account or errors in Customer Data resulting from Customer’s delay or omission.

Account access by Mouseflow. Mouseflow may, especially upon the Customer’s request or support ticket, or actual or alleged non-compliance with the terms of this Agreement, or to assess and validate collected data and provide help and assistance in interpreting the collected data, access Customer’s Account, primarily to make improvements or troubleshoot technical issues. Customer hereby consents to such access.

Restricted Content. Customer agrees and acknowledges that the Software and the Services are not intended to collect any Personal Data (unless specifically agreed to in the DPA), confidential, proprietary or Sensitive Information or Inappropriate Content (together referred to as: “Restricted Content”) from Visitors. For such purpose, Customer agrees to exclude and is solely and fully responsible for configuring the Service to exclude any and all Restricted Content from being captured by Mouseflow, as described in the Knowledge Base, the Documentation, or otherwise instructed by Mouseflow. Customer acknowledges that any Restricted Content transferred in breach of these instructions is not within the agreed scope of processing. Mouseflow has no obligation to filter or detect Restricted Content and Mouseflow shall have no liability for Restricted Content. Customer (i) accepts full responsibility and liability of ensuring such Restricted Content is adequately and completely excluded, (ii) will indemnify, defend and hold Mouseflow harmless for all claims, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising out of or in connection with an alleged or actual failure to meet this obligation; and (iii) Customer warrants that it will designate skilled employees to perform the proper installation and use of the Software. If Customer discovers that Restricted Content has been collected, it will immediately and permanently delete such Restricted Content from within the Mouseflow Account upon discovery.

Notice to Visitors. To the extent and if required by law, Customer is solely responsible and liable for informing the Website Visitors of the use of Mouseflow, and to acquire all necessary consents from Website Visitors concerning the use of the Service on the Website and the placement and use of cookies in the Visitors’ browser. Accordingly, Customer agrees to post a clear and conspicuous notice and statement in the privacy policy or otherwise on its Website about the use of the Services of Mouseflow.

Compliance with applicable laws. Customer agrees to use the Services and Software in full compliance with all applicable laws and regulations, including, without limitation, those relating to privacy, data protection, and data security. Customer acknowledges that it is solely responsible for ensuring that its use of the Software and Services complies with the Agreement and all legal requirements applicable to Customer.

Compliance with the Mouseflow Acceptable Use Policy. Customer undertakes and warrants to comply with the Mouseflow Acceptable Use Policy and to notify Mouseflow without delay in case it discovers the occurrence or threat of non-compliance.

Data Processing Agreement. The Data Processing Agreement with Mouseflow (“DPA”) applicable to the Services is located here: https://mouseflow.com/legal/data-processing-agreement/. The DPA is incorporated by reference herein and is part of this Agreement.

Retention period. Customer Data collected by the Service shall be available for Customer’s use for the duration of the relevant period specified in the Subscription Plan, as described in the Order Form. Following such retention period or the termination of this Agreement, Customer Data will no longer be available and accessible for Customer, and Customer Data will be automatically deleted.

Mouseflow Security Standards. Mouseflow implements and maintains the security standards set out at https://mouseflow.com/legal/company/compliance/.

Mouseflow IP. Customer acknowledges and agrees that the Service, the Software and the Documentation are valuable trade secrets of Mouseflow and any disclosure or unauthorized use thereof will cause irreparable harm and loss to Mouseflow. The Service, the Software and the Documentation, including any and all updates, enhancements, derivatives, modifications or improvements thereof created by or on behalf of Mouseflow, are, and shall remain, the sole property of Mouseflow. Except as expressly stated in this Agreement, this Agreement does not grant Customer any intellectual property rights or any other rights or licenses in respect of the Software, the Service or the Documentation. Mouseflow expressly reserves all rights, title and interest in and to any intellectual property rights not specifically granted to Customer herein.

Customer IP. Mouseflow acknowledges and agrees that Customer remains at any time the sole owner of (or where applicable, must ensure it has a valid license to) the Customer Data, Website(s), and all intellectual property rights in the Customer Data that is accessed by Mouseflow during the Term of this Agreement.

License to Mouseflow. Customer hereby grants Mouseflow and its Affiliates a limited, revocable, non-exclusive, non-sublicensable, worldwide royalty-free, right and license to use the Customer Data and any intellectual property rights therein solely to the extent necessary to perform its obligations under this Agreement during the Term. Customer also grants Mouseflow and its Affiliates a non-exclusive, perpetual, worldwide, royalty-free, right and license to compile and use Customer Data, strictly in order to research, develop, modify, improve or support the services provided by Mouseflow. Mouseflow may also use data in an anonymous or aggregated form where no such information could directly identify or will reasonably be used to identify Customer or Website Visitors, for benchmarking purposes. In no event shall Mouseflow sell/share/disclose Customer Data to third parties for any marketing or advertising purposes whatsoever.

License to Customer. Subject to Customer’s compliance with the terms and conditions of this Agreement (including payment obligations) and during the Term only, Mouseflow hereby grants Customer a limited, revocable, non­exclusive, non­sublicensable, non-transferable license to access and use the Service as a Software-as-a-Service (SaaS) solution. No license to the underlying software code is granted. Customer may access, view, and download Customer Data and Reports in its Account at www.mouseflow.com (or any other such URL that Mouseflow may provide from time to time). Customer may permit its Affiliates to exercise all of the rights and licenses to the Account, Software and Service granted to them herein. Customer may use the Account, Software and Service solely for its internal use, and will not make the Account, Software or Service available for access by other third parties, application service providers, or service bureaus, except that Customer may grant access to their employees and contractors.

License restrictions. Customer will not, nor will it authorize or assist others to: (a) circumvent, disable or otherwise interfere with security related features of the Software or the Service or features that enforce limitations on use of the Software or the Service, (b) disassemble, reverse engineer, modify, translate, alter or decompile all or any portion of the Software or the Service or otherwise discern the source code or trade secret related to the Software or the Service, (c) distribute, copy, rent, lease, sublicense, assign, transmit, sell or otherwise transfer the Account, the Software, the Documentation, or the Service or any of Customer’s rights therein, (d) violate or abuse password protections governing access to the Service, (e) use, post, transmit or introduce any device, software, or routine which interferes or attempts to interfere with the integrity or proper working of the Service, (f) register, attempt to register, or assist anyone else in creating or registering any Brand Feature, copyright, or other proprietary right associated with Mouseflow (or its subsidiaries), (g) use the Service in any unlawful manner or in breach of this Agreement, (h) use the Brand Features or any copyright or other Proprietary Rights associated with the Software or the Service for any purpose without prior written consent, (i) delete, remove, obscure or in any manner alter the  copyright, trademark, and other Mouseflow’s or any other third parties’ intellectual proprietary rights notices appearing on or in the Software or the Service or any component thereof, (j) use the Software or Service in order to conduct any comparisons, competitive analysis, penetration testing, vulnerability assessment, aimed identified security vulnerability, or other benchmarking activities, either alone or in connection with any other Service or hardware without the prior written consent of the Mouseflow, and/or (k) use the Software or the Service other than as permitted herein.

Customer’s responsibility for Affiliates. Customer may permit its Affiliates to exercise all of the rights and licenses to the Account, Software and Service granted to them herein. Customer acknowledges and agrees that it is solely and fully responsible for ensuring that its Affiliates fully comply with this Agreement and shall remain in any event solely liable for any obligations under this Agreement, as well as acts or omissions of its Affiliates in breach of this Agreement with respect of their use of the Account, Software and Service.

Agency Plan license and responsibility. Mouseflow grants Agency Plan Customers the right to use the Service and their Account to create Website projects for their own customers, act on their behalf for internal use, and provide them with limited access to the relevant project. The Agency Plan Customer remains solely and fully responsible for all obligations under this Agreement and Mouseflow has no contractual obligations toward the Customer’s customers. The Parties confirm that this is not an agency relationship. The Agency Plan Customer may not act on behalf of Mouseflow and has no express or implied agency rights. All agency laws, regulations, and case law are expressly excluded. Agency Plan may be purchased via signature of a separate Order Form with Mouseflow.

Confidential Information. “Confidential Information” includes any non-public, proprietary data or confidential information disclosed by one Party (“Disclosing Party”) to the other (“Recipient”), whether in writing and marked “confidential”, orally and confirmed in writing within five (5) business days, or that a reasonable person would understand to be confidential under the circumstances of disclosure. All right, title and interest in and to Confidential Information are and shall remain the sole and exclusive property of the Disclosing Party. Notwithstanding the foregoing, Confidential Information will not include any information that (a) is or becomes public knowledge other than as a result of a breach of this Agreement or other obligation of confidentiality, (b) was already lawfully known to the Recipient at the time of disclosure by the Disclosing Party or independently developed by the Recipient before being disclosed under this Agreement, (c) is disclosed or made available to the Recipient by a third party other than in breach of this Agreement or other obligation of confidentiality; or (d) is disclosed with the prior written permission of the Disclosing Party.

Confidentiality. Each Party shall take reasonable measures, at least as protective as those taken to protect its own confidential information, but in no event less than reasonable care, to protect the other Party’s Confidential Information from disclosure to a third party. Notwithstanding the foregoing, Confidential Information may be disclosed: (i) with the prior written consent of the Disclosing Party; (ii) to the Receiving Party’s and its Affiliates’ employees, officers, directors, agents, contractors, advisors, auditors, insurers, prospective financing sources, or acquirers who have a legitimate need to know such information and are bound by confidentiality obligations at least as protective as those set forth herein; or (iii) as required to comply with applicable laws, court orders, subpoenas, or lawful requests of governmental authorities, provided that (unless legally prohibited) the Receiving Party gives the Disclosing Party prompt notice and cooperates, at the Disclosing Party’s cost, in any effort to seek a protective order or otherwise contest such disclosure. Additionally, Mouseflow may share limited information related to Customer and Customer’s Website(s) with trusted third-party service providers (such as for billing, data storage, or technical support) solely to perform services on Mouseflow’s behalf or as necessary to establish or protect rights, property or safety of Mouseflow, its users or the public, or to enforce compliance with this Agreement, and only under contractual obligations that prohibit further use or disclosure of such information except as directed by Mouseflow. This Section 8 supersedes any non-disclosure agreement entered into between Customer and Mouseflow. Any such agreement shall be of no further force or effect with respect to either Party’s Confidential Information.

Return of Confidential Information. Upon termination of the Agreement, at the request of the Disclosing Party, the Receiving Party must permanently delete or destroy all Confidential Information received. This obligation excludes system-generated electronic copies retained solely through automated backup processes, provided such backups will continue to be subject to the confidentiality obligations of this Agreement for as long as they exist.

Survival. The provisions of this Section shall survive the expiration or termination of the Agreement for a period of five (5) years except that any trade secrets (including, but not limited to source codes, technology, algorithms, and protocols) shall be deemed and treated as Confidential Information for as long as such information continues to be protectable as trade secret information under applicable law.

General representations. Each Party warrants that it has the power and authority, and has taken all corporate action required, to enter into and fully perform this Agreement, and its entry into and performance of this Agreement do not and will not violate any agreement to which it is bound.

Mouseflow representations. Mouseflow further warrants that: (i) each of its employees has the proper skill, training and background necessary to accomplish their assigned tasks; (ii) all Services will be performed in a competent and professional manner, by qualified personnel.

Customer representations and indemnification. Customer further warrants that (i) it will comply with the terms of this Agreement and all applicable laws, rules, regulations, and ordinances, especially privacy and data security laws, and represents and warrants that it will use the Service or the Software in compliance with the Agreement and such laws, (ii) it will exclude any and all Restricted Content from being captured by Mouseflow as detailed in Section 6, (iii) promptly inform the Visitors of the use of the Service as necessary and required by law, as detailed in Section 6,  (iv) safeguard the security of the Account from unauthorized access, and (v) it has a valid legal basis for collecting and enabling the processing of Customer Data under the Agreement. Customer will indemnify, defend and hold Mouseflow harmless for all third-party claims, damages, liabilities, losses, costs, fines and expenses (including, without limitation, reasonable attorneys’ fees) that arise out of or in connection with (i) Customer’s use of the Software or Services in breach of this Agreement and/or any applicable law and/or (ii) failure to comply with this Agreement.

DISCLAIMER OF WARRANTIES. THE INFORMATION AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SERVICE, INCLUDING THE REPORTS, MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. MOUSEFLOW RESERVES THE RIGHT TO MAKE IMPROVEMENTS AND/OR CHANGES TO THE ACCOUNT, DOCUMENTATION, SERVICE OR SOFTWARE OR ANY PART THEREOF AT ANY TIME, WITHOUT THE REQUIREMENT OF GIVING CUSTOMER ANY NOTICE PRIOR TO OR AFTER MAKING SUCH CHANGES OR IMPROVEMENTS. MOUSEFLOW DOES NOT REPRESENT OR WARRANT THAT THE ACCOUNT, SERVICE, OR SOFTWARE WILL BE UNINTERRUPTED, ACCURATE, COMPLETE, CORRECT, TIMELY, RELIABLE OR ERROR­FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. PARTIES AGREE THAT ACCESS TO THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. MOUSEFLOW SHALL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

MOUSEFLOW HAS NO RESPONSIBILITY FOR ANY DAMAGE (INCLUDING TO CUSTOMER’S ACCOUNT) AND THE WARRANTY DOES NOT APPLY TO ANY SECURITY BREACH CAUSED BY: (i) ANY UNAUTHORIZED ACCESS TO THE ACCOUNT, MODIFICATIONS OR ALTERATION OF THE CUSTOMER DATA, THE SOFTWARE OR THE SERVICE; OR (ii) ANY MALICIOUS CODE, MALWARE, BOTS, WORMS, TROJANS, BACKDOORS, EXPLOITS, CHEATS, FRAUD, HACKS, HIDDEN DIAGNOSTICS, OR OTHER MECHANISMS TO DISABLE SECURITY OR CONTENT PROTECTION. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 9 (WARRANTIES AND DISCLAIMER OF WARRANTIES), THE SERVICE, SOFTWARE, DOCUMENTATION AND REPORTS ARE PROVIDED “AS IS”. MOUSEFLOW AND ITS AFFILIATES MAKE NO WARRANTIES OR REPRESENTATIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, PERFORMANCE, OR ACCURACY, NOR ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. MOUSEFLOW DOES NOT WARRANT THAT THE SERVICE, SOFTWARE, OR REPORTS WILL BE UNINTERRUPTED, ERROR-FREE, OR WILL MEET CUSTOMER’S REQUIREMENTS.

THESE DISCLAIMERS ARE A FUNDAMENTAL PART OF THIS AGREEMENT AND HAVE BEEN FACTORED INTO THE PRICING OF THE SERVICE. CUSTOMER IS RESPONSIBLE FOR BACKING UP ALL DATA OR CONTENT PROVIDED TO MOUSEFLOW AND REMAINS SOLELY RESPONSIBLE FOR THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, AND RELIABILITY OF SUCH DATA AND CONTENT.

EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET OUT IN THE AGREEMENT AND EXCEPT FOR CUSTOMER’S OBLIGATION TO PAY FEES DUE UNDER THIS AGREEMENT, NEITHER PARTY, NOR ITS AFFILIATES, SUBSIDIARIES, OR EMPLOYEES, SHALL BE LIABLE TO THE OTHER PARTY FOR:

• ANY AGGREGATE LIABILITY EXCEEDING THE SMALLER OF (A) THE TOTAL AMOUNT PAID BY CUSTOMER TO MOUSEFLOW IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR (B) € 3.000; OR
• ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, REVENUE, DATA, DATA USE, OR REPUTATION), REGARDLESS OF THE LEGAL THEORY, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF STATUTORY DUTY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THIS LIMITATION OF LIABILITY IS CUMULATIVE AND APPLIES TO ALL CLAIMS, NOT PER INCIDENT.

Governing law and jurisdiction. This Agreement and any dispute(s) or claim(s) arising out of or in connection with it or its subject matter or formation (including non-contractual dispute(s) or claim(s)) shall be governed by and construed in accordance with the laws of Denmark, without giving effect to any choice or conflict of law provisions or rule. In relation to any dispute(s) or claim(s), each Party irrevocably agrees that the courts of Copenhagen, Denmark shall have exclusive jurisdiction to settle any such dispute(s) or claim(s). The Parties hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the services contemplated hereby. All claims between the Parties, including Affiliates, related to this Agreement will be litigated individually and Customer is not entitled to consolidate or seek class treatment for any claim with respect to the Agreement.

Notice. Mouseflow may provide any notice to Customer under this Agreement by: (i) posting a notice on the Service dashboard; or (ii) sending an email to the Account owner’s registered email address. Notices posted on the Service dashboard shall be deemed effective upon posting. Customer may provide any notice to Mouseflow under this Agreement by email sent to sales.ep@mouseflow.com for general inquiries, and to legal@mouseflow.com for matters with legal significance. Notices sent by either Party via email shall be deemed effective on the earlier of: (a) confirmation of receipt by the receiving Party, or (b) the business day following the day the email was sent, provided the sending Party does not receive an automated delivery failure message.

Nonwaiver. Any failure by a Party to insist upon or enforce strict performance by the other Party of any of the provisions of this Agreement, or to exercise any right or remedy under this Agreement, will not be construed as a waiver or relinquishment of any right to assert or rely upon any such provision, right, or remedy in that or any other instance.

Entire Agreement. This Agreement constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior agreements and representations between the Parties.

Modifications. Mouseflow reserves the right to change or modify the terms of this Agreement or the Service at any time and with or without notice. Customer is responsible for regularly reviewing and being aware of such changes.

Severability. If any provision of this Agreement is invalid or unenforceable under any statute or rule of law, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the Parties, and the remainder of this Agreement shall continue in full force and effect.

Headings. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement.

Assignment. Customer may not assign or otherwise transfer any of its rights hereunder without prior written consent from Mouseflow; any such attempt is void. Except Customer may transfer this Agreement to an Affiliated company or in the case of a merger or sale of all or substantially all of its assets or ownership.

Survival. Sections 4-11 shall survive termination of this Agreement.

Force Majeure. Mouseflow shall not be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including, but not limited to, acts of God, labor disputes, sabotage, failure of third-party contractors or suppliers, acts of public enemies, war, invasion, insurrection, riots, fires, storms, floods, earthquakes, explosions, epidemics, equipment failures, governmental regulations, or any other similar events (“Force Majeure Event”). In the event of a Force Majeure Event, Mouseflow may, at its sole discretion, suspend or terminate any affected services or obligations without liability to the Customer. The Customer acknowledges that Force Majeure Events may result in service disruptions and agrees that Mouseflow shall not be held responsible for any losses or damages arising from such disruptions. The Customer’s obligation to pay any fees due to Mouseflow shall not be excused or delayed by a Force Majeure Event.

Independent Contractors. The relationship between Mouseflow and Customer is not one of partnership, but independent contractors.

Commercial Reference. Customer hereby grants Mouseflow with the right to use and display Customer’s name, logo and/or any other identifying words or marks associated with Customer, in whole or in part, and in any media for the sole purposes of identifying Customer as a customer of Mouseflow. Customer may withdraw such right for any reason or no reason at all immediately upon written notice to Mouseflow.