Confidentiality Agreement

1 Definitions:

1.1 In the context of these Terms and Conditions, the term Confidential Information include:

1.1.1 All information provided on the closed user-portal(s) hosted on the second-level domain www.socosystem concerning SOCO SYSTEM’ business, assets, operations, affairs, financial conditions, including but not limited to list-prices, terms of payment and general terms of sale.

1.1.2 All information hosted on existing as well as future top-level domains located at www.socosystem “.dk”, “.com”, “.es”, “,se”, “.fr”, “.de” as well as any existing and/or future top-level domains (“.eu”, “.org”, “.biz” etc.) concerning SOCO SYSTEM’s business, assets, operations, affairs, financial conditions, including but not limited to list-prices, terms of payment and general terms of sale.

1.1.3 All product-information including technical information and product specifications, blueprints, drawings and product manuals.

1.1.4 The unique user-id and login information issued to USER.

1.2 USER: In the context of these Terms and Conditions the term USER comprise individuals who have been provided with a unique user-id and log-in information for the access to the closed user-portal hosted on the second-level domain www.socosystem.

1.3 SOCO SYSTEM: In the context of these Terms and Conditions, the term SOCO SYSTEM means SOCO SYSTEM A/S, Danish Company Registration no. (CVR-nr.): 6229-3517 as well as affiliate companies of SOCO SYSTEM A/S.

2 Non-Disclosure of Confidential Information:

2.1 Access to the closed user-portal on www.socosystem and Confidential Information posted on the portal is subject to USERs acceptance of these Terms and Conditions and USER´s acknowledgment that the Confidential Information posted on the portal is protected by copyright. Furthermore, Confidential Information is provided subject to the legal notice in force from time to time on the second-level domain www.socosystem unless otherwise precluded by these Terms and Conditions.

2.2 USER agrees not to directly or indirectly disclose to any third party without the prior written consent of SOCO SYSTEM’s any Confidential Information in oral or written form, including by means of electronic communication or to give third parties access hereto unless the disclosure is expressly permitted by these Terms and Conditions.

2.3 A written consent by SOCO SYSTEM regarding disclosure of Confidential Information shall be strictly construed in its scope and interpretation against the disclosure of Confidential Information.

2.4 Regardless of the provisions in paragraph 2.2 above, USER shall be entitled to distribute individually prepared catalogues consisting of information made available on the user portal www.socosystem to the extent that the feature to prepare individual catalogues is made available on the closed user-portal(s). However, USER shall not be entitled to alter in anyway the contents of the information contained in individually prepared catalogues and shall not be entitled to remove the name, address and trademarks or of SOCO SYSTEM as well as any other information designating SOCO SYSTEM’s as the proprietor and copyright owner of said information. Nor shall USER be entitled to add any registered or non-registered trademark belonging to USER or an affiliate company of USER on individually prepared catalogues described in this paragraph, unless a written consent is obtained from SOCO SYSTEM.

2.5 USER agrees that the user-id and log-in information is personal, and that this Confidential Information must not be passed on to third parties. 

3 Damages and Remedies:

3.1 USER acknowledges that a violation of these Terms and Conditions will cause damage and harm to SOCO SYSTEM, including but not limited to loss of competitive advantage, loss of revenues, increase in costs, and other harm not yet ascertainable to SOCO SYSTEM.

3.2 USER agrees that in the event of a breach of these Terms and Conditions, USER will not oppose a request for equitable relief, including any affirmative temporary restraining order, with or without notice, any preliminary injunction and/or permanent order to enjoin further violations of these Terms and Conditions, in addition to any possible claim for monetary relief for damages suffered by SOCO SYSTEM, its employees, agents, suppliers or contractors. In addition to a claim for documented losses, USER acknowledges that SOCO SYSTEM is entitled to a penalty of DKK 50.000 each time USER breaches these Terms and Conditions. USER´s payment of penalty according to this paragraph shall not bring the obligations of these Terms and Conditions to an end. 3.3 USER agrees that upon written notice from SOCO SYSTEM declaring a breach of these Terms and Conditions that USER shall immediately cease all further activities, which are, or are claimed by SOCO SYSTEM to constitute a breach of these Terms and Conditions.

4 Accuracy of Confidential Information:

4.1 USER understands that SOCO SYSTEM’s makes no warranties, explicit or implied, regarding the accuracy, adequacy or completeness of any Confidential Information disclosed to USER. The Confidential Information is provided “as-is” and on an “is available” basis.

4.2 In no event shall SOCO SYSTEM, its employees, agents, suppliers or contractors be liable for any special, direct, indirect, incidental or consequential damages resulting from use of Confidential Information, including loss of income or profit. 

4.3 USER agrees to indemnify SOCO SYSTEM and hold SOCO SYSTEM harmless from any and all losses, claims and liabilities including attorney fees, which may arise from the use of Confidential Information, including losses, claims and liabilities brought forward by third parties.

5 Miscellaneous:

5.1 These Terms and Conditions are governed by Danish Law. If not otherwise agreed upon, the municipal court of Copenhagen shall be the court of first instance in disputes between SOCO SYSTEM and USER regarding these Terms and Conditions.

5.2 USER acknowledges that SOCO SYSTEM may revoke USERs access to the closed user-portal on the web-page www.socosystem without notice and for whatever reason. SOCO SYSTEM is not obligated to motivate a decision to revoke USERs access to the closed user-portal.

5.3 In the event that SOCO SYSTEM revoke USERs access to the closed user-portal, USER shall cease all further use of Confidential Information, and shall immediately erase all Confidential Information currently in the possession of USER regardless of form, including Confidential Information in electronic form.

5.4 In the event that any part of these Terms and Conditions is held to be void, voidable or unenforceable by a court of justice, the remaining part of the Terms and Conditions shall remain in full force and effect.

5.5 USER accepts that SOCO SYSTEM monitors USER´s access and usage pattern to Confidential Information on the closed user-portal hosted on www.socosystem.

5.6 SOCO SYSTEM reserves the right and the sole discretion to amend these Terms and Conditions at any time without notice.

5.7 USER shall not be entitled to commence a production of products based on the Confidential Information in the closed user-portal www.socosystem, nor shall USER be entitled to let any third party commence production of products based on the Confidential Information described herein.

5.8 These Terms and Conditions are subject to the substantive laws of Denmark, and disputes arising out of or in connection with these Terms and Conditions shall be settled before the municipal courts at the registered office of SOCO SYSTEM A/S in Denmark.