Terms of Use - Website

important read carefully these website terms of use (the “website terms”) is a legal agreement between you (“you” or “user”) and intelliprove bv, 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”)for the use of this website (“website”) by using this website, you agree that you have read and accept these website terms if you do not agree to these website terms, please refrain from using this website by agreeing to these website terms, you represent and warrant that you are at least the legal age please note that we may change these website terms from time to time without notice so you should review each time that you visit the website your continued use of the website following the posting of changes will mean that you accept and agree to the changes section 1 applicability of the website terms 1 1 these website terms do not govern the use of the hosted intelliprove software solutions and other services (the “service”) operated by intelliprove if you are accessing or using the service – even if you are doing so through a free trial or evaluation – then you are subject to intelliprove license agreement, terms of use or such other written contract as may be separately agreed and signed between you and intelliprove 1 2 intelliprove’s obligations, if any, with regard to its products and services are governed solely by the agreements pursuant to which they are provided, and nothing on this website should be construed to alter such agreements 1 3 intelliprove may make changes to any products or services offered on the website, or to the applicable prices for any such products or services, at any time, without notice the materials on the website with respect to products and services may be out of date, and intelliprove makes no commitment to update the materials on the website with respect to such products and services section 2 user content & website restrictions 2 1 the website may offer you the opportunity to submit, post, display, transmit, perform, publish, distribute or broadcast content and materials, including, without limitation, photographs, text, music, video, audio recordings, computer graphics, pictures, data, questions, comments, suggestions or personally identifiable information (“user content”) you retain ownership of any intellectual property rights that you hold in your user content 2 2 you grant to us a royalty free, non exclusive, perpetual, irrevocable license to use, copy, edit, adapt, publish, reproduce, translate, sub license, create derivative works from, make available, communicate, display, store and distribute your user content (in whole or part) and/or to incorporate it in other works in any form, format, media, or technology now known or later developed (including without limitation in print, digital and electronic form) throughout the world in accordance with the provisions of these website terms by submitting your user content, you warrant that you have the right to grant this license 2 3 it is our sole discretion whether or not we choose to publish or otherwise make available user content on the website 2 4 for the avoidance of any doubt, you acknowledge and agree that we may 2 4 1 remove your user content at our sole discretion (even if you have not breached these website terms) 2 4 2 modify your user content in any way at our sole discretion 2 4 3 we are not responsible for checking, monitoring or moderating any user content and you remain solely responsible for all user content that you upload or submit 2 5 you must not attempt to avoid or undermine any protections we put in place for the security and operation of the website 2 6 you must not attempt to gain unauthorised access to our website, the server on which our website is hosted or any server, computer or database connected to our website or to attack our website via a denial of service attack by breaching the provisions of this clause, you may be committing a criminal offence we shall report any such breach to the relevant law enforcement authorities and we will co operate with those authorities by disclosing your identity to them and your right to use our website shall immediately and automatically cease section 3 indemnification 3 1 you shall indemnify us on demand and keep us indemnified against all liabilities, losses, damages, costs, claims and expenses (including any professional costs and expenses) suffered or incurred by us arising out of or in connection with any breach or alleged breach by you of these website terms, violation of law, or any user content that you post, upload or cause to interface with the website, or otherwise transfer, process, use or store in connection with the website section 4 intelliprove content 4 1 all text, graphics, user interfaces, visual interfaces, photographs, trademarks, logos, sounds, music, artwork and computer code (collectively, "intelliprove content"), including but not limited to the design, structure, selection, coordination, expression, "look and feel" and arrangement of such intelliprove content, contained on the website is owned, controlled or licensed by or to intelliprove, and is protected by trade dress, copyright, patent and trademark laws, and various other intellectual property rights and unfair competition laws 4 2 intelliprove hereby grants to you a limited, revocable, non sublicensable license to access, display and perform the intelliprove content (excluding any computer code) solely for your personal, non commercial use and solely as necessary to access and use the website except as expressly permitted by intelliprove in these website terms or on the website, you may not copy, download, stream, capture, reproduce, duplicate, archive, upload, modify, translate, create derivative works based upon, publish, broadcast, transmit, retransmit, distribute, perform, display, sell or otherwise use or transfer any intelliprove content you may not, either directly or through the use of any device, software, online resource or other means, remove, alter, bypass, avoid, interfere with or circumvent any copyright, trademark or other proprietary notice on the intelliprove content or any digital rights management mechanism, device, or other content protection or access control measure associated with the intelliprove content 4 3 intelliprove and its suppliers retain all intellectual property rights, title and interest in and to the website all rights in and to the website are reserved by intelliprove or its intelliproves no license is granted to you except as to use of the website as expressly stated herein section 5 disclaimers and limitations 5 1 intelliprove makes no representations or warranties, express or implied, regarding the use or performance of the website, including without limitation any implied warranties of merchantability, or fitness for a particular purpose other than as provided for in these website terms, the user accepts the website "as is" intelliprove and intelliprove’s authorized representatives do not warrant that the website will be free of errors and you acknowledge that the existence of any such errors does not constitute a breach of these website terms to the extent permitted by law intelliprove and intelliprove’s authorized representatives expressly disclaim all warranties, express or implied, including, but not limited to, any implied warranties of merchantability and fitness for a particular purpose unless otherwise stated herein intelliprove and intelliprove’s authorized representatives do not warrant that the functions contained in the website will meet the user requirements or that the operation of the website will be correct furthermore, intelliprove and intelliprove’s authorized representatives do not warrant or make any representations regarding the use or the results of the use of the website in terms of its correctness, accuracy, reliability, or otherwise no oral or written information or advice given by intelliprove and intelliprove’s authorized representative will create a warranty or in any way increase the scope of this warranty should the website prove defective in your technology environment, you assume the entire cost of all necessary servicing, repair or correction to your own technology environment 5 2 types of damages to the extent legally permitted under applicable law, intelliprove will not be liable to user, for any special, indirect, exemplary, punitive, incidental or consequential damages of any nature including, but not limited to damages or costs due to loss of profits, data, revenue, goodwill, production or use, business interruption, procurement of substitute services, or personal or property damage arising out of or in connection with these website terms, including but not limited to any miscalculations, or the use, misuse, or inability to use the website, regardless of the cause of action or the theory of liability, whether in tort, contract, or otherwise, even if parties have been notified of the likelihood of such damages in the event that liability is imposed on intelliprove its liability arising out of or in connection with these website terms, regardless of the cause of action or the theory of liability, whether in tort, contract, or otherwise, will not exceed fifty euros (eur 50) section 6 links to other websites 6 1 our website may contain links to other sites that are not operated by us if you click a third party link, you will be directed to that third party's site we strongly advise you to review the terms of use of every site you visit 6 2 we have no control over and assume no responsibility for the content, terms of use or practices of any third party websites or services when you access or use a third party service, you are interacting with the applicable third party, not with intelliprove, and you do so at your own risk intelliprove is not liable for third party content on the website section 7 miscellaneous 7 1 these website terms will be governed and construed in accordance with the laws of belgium applicable therein any legal action or proceeding between intelliprove and the user for any purpose concerning these website terms or the parties' obligations hereunder will be brought exclusively in a court of competent jurisdiction sitting in the judicial district of ghent (section ghent), belgium 7 2 the intelliprove’s failure to insist upon or enforce strict performance of any provision of these website terms will not be construed as a waiver of any provision or right neither the course of conduct between the parties nor trade practice will act to modify any provision of these website terms 7 3 intelliprove may assign its rights and duties under these website terms to any party at any time without notice to the user the user may not assign these website terms without the prior written consent of intelliprove 7 4 if any part of these website terms is null, illegal or non enforceable, these website terms will be interpreted as if this part was never part of these website terms 7 5 the provisions of these website terms are for the benefit of intelliprove and its officers, directors, employees, agents, customers and suppliers each of these individuals or entities will have the right to assert and enforce those provisions directly against the user on its own behalf these website terms are also for the benefit of, and binds, the user and its heirs, successors, legal representatives and permitted assigns 7 6 any rights not expressly granted herein are reserved 7 7 the parties confirm that they have legal standing and competence to engage in these website terms as set out above