Subscription Agreement

1. Subscription Agreement

These terms apply to all business conducted with Regulars. Regulars operates through its website, www.getregulars.com (the “Website”), and provides a modern customer loyalty service via its software-as-a-service platform (“SaaS”).

The SaaS enables businesses to design and distribute digital loyalty cards to their guests, which are conveniently stored on guests' mobile phones through Apple Wallet or Google Wallet.

The terms of this Agreement take effect from the date of the Customer's signature and may be amended unilaterally by Regulars with thirty (30) days' notice to the Customer. If the Customer cannot accept the amended terms, the Customer may terminate this Agreement before the expiration of Regulars' notice period. Continued use of the Services after the effective date of the amendments constitutes acceptance of the updated Agreement.

2. Intellectual Property Rights

The Website and the brand name “Regulars” are the exclusive property of Regulars. None of Regulars' brands, logos, trade names, or other intellectual property rights may be used or altered without a license granted under these terms or explicit written consent from Regulars.

The Customer is granted a terminable, non-transferable, non-exclusive license to use the Regulars brand name solely as necessary to utilise the services outlined in this Agreement. This right of use expires immediately upon termination of the Agreement. The Customer may not sub-license the rights granted under the Agreement.

Any images, graphics, or media used by Regulars are subject to third-party licenses and are not available for use by the Customer.

The Customer may use the SaaS only for its internal business operations and is prohibited from selling, reselling, or granting access to the SaaS to any third party.

Any intellectual property co-created with or for Regulars in connection of this Agreement, including all rights of use and control, shall belong exclusively to Regulars.

The Customer may not reverse engineer, decompile, or modify the SaaS in any way. The Customer is strictly prohibited from using the SaaS to develop or analyse a competing product or service.

Any feedback provided by the Customer may be used by Regulars to improve its services without granting the Customer any rights over such improvements.

3. Services and Plan

Regulars provides online and software-based products and services through its SaaS platform. These services are offered based on what is technically, economically, and operationally feasible at the time. Regulars reserves the right to update, modify, or improve its technical solutions and features at any time. Additionally, Regulars may change, limit, or discontinue its services if necessary to prevent misuse or ensure compliance with legal obligations.

4. Service Level

Regulars will use commercially reasonable efforts to maintain the performance, availability, and security of its SaaS in line with industry standards. While Regulars aims to ensure service availability for at least 98% of the year, uninterrupted service is not guaranteed. Interruptions caused by factors beyond Regulars' control, such as third-party actions or internet conditions, are not considered breaches of service, and Regulars shall not be held liable for these occurrences.

Regulars will provide reasonable support and maintenance for the SaaS, including responding to the Customer's inquiries as soon as practically possible. Planned downtime or service restrictions will be communicated in advance whenever possible. Services may be temporarily suspended for maintenance or repair to ensure proper functionality.

5. Customer Rights and Obligations

The Customer is authorised to use Regulars services and software strictly as outlined in this section.

• The Customer must keep passwords and login credentials secure. Any unauthorised access by third parties must be reported to Regulars immediately.
• The Customer may not share Regulars services with third parties, modify the software, or alter/remove any copyright or intellectual property labels.
• Services must be used as provided by Regulars, without modification, and in accordance with all instructions and protocols.
• The Customer must promptly notify Regulars of any visible defects and take responsibility for safeguarding their data through regular backups.
• All personal and contractual information provided during the Agreement must be accurate, complete, and up to date. The Customer is responsible for updating this information if it changes.

6. Liability and Indemnification

Regulars is not responsible for damages caused by unintended use of the services or circumstances beyond its control.

Irrespective of the basis of liability and the degree of negligence, Regulars shall not be liable for any indirect or consequential losses such as loss of operations, loss of profits, loss of data, software or costs related to the recovery thereof, loss of goodwill, mutilation of information, loss of anticipated savings or similar losses in connection with the Customer's use of the SaaS.

Regulars' liability for any loss or damage shall be limited to the amount paid by the Customer for the services during the last twelve months.

Regardless of the above, Regulars' total liability can never exceed DKK 2,000 per incident.

The Customer must comply with all applicable laws, including third-party rights when using Regulars' services.

The Customer agrees to indemnify and hold Regulars harmless from any third-party claims arising from the Customer's use of the services, including violations of all applicable laws, including but not limited to GDPR and the Danish Marketing Act (in Danish: Markedsføringsloven).

7. Pricing & Payment

Fees for Regulars services are outlined in the current price list available at getregulars.com/pricing.

Regulars reserves the right to adjust prices or fees with thirty (30) days' prior notice to the Customer.

Invoices are issued annually and must be paid in advance via direct debit. Payment is due by the 1st banking day of the month following invoice issuance.

All payments are made in DKK. The Customer is responsible for any applicable taxes and duties and must provide valid tax exemption certificates if eligible.

Default interest from the due date accrues in accordance with the Danish Interest Act, until payment is made.

Regulars reserves the right to suspend services if payment is not received within the due date.

Any disputes regarding invoices must be submitted in writing within one (1) week of receipt. If no complaint is received within this timeframe from the Customer, invoices are considered accepted by the Customer.

8. Termination

The Agreement begins on the Customer's onboarding date (the date the Customer is granted access to the SaaS) and continues for one (1) year.

The Agreement automatically renews for a consecutive one (1) year period, unless the Customer provides written notice of non-renewal at least thirty (30) days before the term's end.

Regulars may terminate this Agreement in the event of the Customer's breach of this Agreement or with thirty (30) days notice in which case the Customer will be refunded any remaining prepaid period.

Upon termination:

1. The Customer's right to access and use the services will immediately cease.
2. The Customer shall return or destroy all confidential information belonging to Regulars.
3. The Customer acknowledges and accepts that Regulars will delete all the Customer's stored data within ninety (90) days.

9. Data Protection

The Customer is responsible for adhering to all relevant data protection laws when using the SaaS.

The Customer owns all guest data collected and stored through the SaaS and may download this data from Regulars' database at any time.

The Customer is considered data controller and responsible for responding to any data subject rights requests, such as requests for access, correction, erasure, restriction, portability, or objection to processing. Further, as the data controller, the Customer must obtain all necessary consent (including marketing consent) from guests for processing their personal data.

Regulars acts as data processor, handling guest data solely to provide services and in accordance with the Customer's instructions to comply with relevant data protection laws, the Parties have entered into the data processing agreement.

The Customer must indemnify and hold Regulars harmless against any loss or costs arising from misuse of personal data or non-compliance with data protection laws.

10. Confidentiality and Publicity

The Customer must keep all documents, information, and data received from Regulars during the Agreement confidential for three (3) years after the Agreement ends.

The Customer grants Regulars a limited license to use the Customer's name and logo for marketing purposes, on Regulars' website and customer lists. Any other use of the Customer's name, logo or trade mark requires the Customer's prior written consent.

11. General Provisions