The following definitions (and additional definitions provided below) will apply:
“IntelliProve” means a limited liability company established, organized and existing under the law of Belgium, with office at D’Haenestraat (HEU) 22, 9070 Destelbergen, Belgium, and registered with the Crossroads Bank for Enterprises (Kruispuntbank van Ondernemingen) under the company number 0767.586.239 (RLE Ghent, section Ghent);
“IntelliProve’s Authorized Representatives” means and includes IntelliProve and IntelliProve’s authorized vendors, resellers, distributors and licensors;
“IntelliProve API” means IntelliProve’s API solution to connect the Licensee’s platform with the Platform;
“IntelliProve SDK” means the IntelliProve software development kit and any associated documentation, software code, other materials made available by IntelliProve;
“License Agreement” means any agreement between the Licensee and IntelliProve pursuant to which the Authorized User may use the Platform as integrated into the Licensee Platform;
“Licensee’s Platform” means the (wellbeing) software platform or application developed by the Licensee through which Authorized Users can access the Platform;
“Platform” means the proprietary software solution developed and managed by IntelliProve for facial analysis, including the IntelliProve SDK or IntelliProve API and available to Authorized Users via the Licensee Platform;
“You, Your or Authorized User” means users who are authorized to access the Platform through a user account created by the Licensee.
2.2. You have been granted access to the Platform pursuant to a commercial agreement between a Licensee of IntelliProve. Pursuant to the License Agreement certain licenses are granted to Authorized Users set out in Section 3.
3.3. IntelliProve reserves the right to make, in its sole discretion, changes and updates to the functionality and/or documentation of the Platformfrom time to time without prior notification to the Authorized User.
3.4. Restricted Use. The Platform will be used solely and exclusively by the Authorized User. Any other use of the Platform, including resale of derivative modifications or extensions, is expressly prohibited.
3.5. An Authorized User will not have the right to (i) use the Platform in whole or part for any other purpose, other than as provided herein or to make the Platform available to Third Parties (ii) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Platform by any means whatsoever, or disclose any of the foregoing, or (iii) use the Platform in any way that is unlawful, illegal, fraudulent or harmful; or (iv) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
3.6. IntelliProve and its suppliers retain all intellectual property rights, title and interest in and to the Platform. All rights in and to the Platform are reserved by IntelliProve or its licensors. No license is granted to the Authorized User except as to use of the Platform as expressly stated herein. IntelliProve name, IntelliProve’s logo, and the product names associated with the Platform are trademarks of IntelliProve or Third Parties, and they may not be used without IntelliProve's prior written consent.
4.1. The Authorized User agrees to defend, indemnify, and hold harmless IntelliProve (and its officers, directors, employees and agents) from and against any Third Party claims, actions or demands (including, without limitation, costs, damages and reasonable legal and accounting fees) which result from any Authorized User’s data infringing the rights of any Third Party (including infringement of intellectual property).
5.2. No medical advice. IntelliProve’ services and the Platform are not intended for medical purposes. The Platform does not offer any kind of medical advice, diagnosis or treatment and are not intended for any medical use or purposes. The Platform intended use is general wellness only. The estimative measurements (“Measurements”) provided to you of physiological and psychological states should not be treated as medical advice. The Measurements IntelliProve provides to you are not intended to be utilized for any medical purposes or to diagnose, treat, cure or prevent any disease, ailment, or injury. To the maximum extent permitted by applicable law, you expressly agree we are not providing any medical advice via the Platform. All content provided by the Platform including the Measurements is not intended to be and should not be used in place of (a) the advice of your physician or other medical professionals, and (b) a visit, call or consultation with your physician or other medical professionals. Should you have any health-related questions, please contact your physician or other healthcare provider promptly.
6.6. Any rights not expressly granted herein are reserved to IntelliProve.