END USER LICENSE AGREEMENT SKEDIFY

 

The software Application ‘Skedify’ is a Product of:

Skedify NV (Hereinafter ‘Skedify’)

Toekomststraat 132

9040 Gent

België

BTW-BE 0537.590.925

 

Phone: +32 (0) 471 450 170

Email:: [email protected]

1        Definition

“Application”: The proprietary computer software application Skedify, developed and provided by Skedify, that is made available to Licensee in the context of the implementation of the Agreement.

“End-User”: Any person who is using the Software in accordance with the rights as granted to the Licensee. In the case of a legal person, “End user”means the individual who uses the Software on behalf of the legal person.

“Licensee”: Any natural or legal person that purchases or intends to purchase the Software under the terms of the Underlying Agreement and entitled to make the Software available to the End-User.

2        Introduction

  1. These Terms and Conditions of Use (the “Terms”) govern every possible use of the Application, offered services and (future) functionalities (the “Application”). The Terms, Privacy Policy and any additional terms that the User agrees to, as discussed in the chapter “Entire Agreement”, are referred to together as the “Agreements”.

  2. The agreements constitute all the terms and conditions agreed upon between the End-User and Skedify and supersede any prior agreements in relation to the subject matter of the Agreements, whether written or oral. A complete and up-to-date version of the Agreements can be found on the website www.skedify.me.

  3. By using the Application, the User acknowledges and agrees on the immediate and binding application of our Agreements. The User who cannot agree with the Agreements is expected to discontinue the use. Derogations to our Agreements are only valid in so far they are the result of mutual agreement confirmed in writing. In that case the specific Agreements only apply inasmuch as they derogate from the present Agreements. The remaining stipulations included in these Agreements shall remain fully in force.

  4. We preserve the right to unilaterally change the Agreements at all time. Unilateral changes do not give rise to any form of compensation. Any modification of the Agreements shall only have future effects. In any event, Skedify advises the User to regularly review our Agreements for possible modifications.

  5. If you make use of our Application on behalf of a company or other legal entity you are also individually bound by this Agreement as a User. This regardless of the existence of a separate agreement between Skedify and the company or legal entity in question.

3        Our offer?

  1. The licensed Software Application Skedify is cloud-based, enterprise-grade software Application for online appointment scheduling between business and their customers . The Application consists of a cloud-based API, a multi-role webapplication and an integratable, scheduling plugin for the Licensee’s website. Skedify is a software Application managed and developed by Skedify.

3.1      Right of use.

  1. The End-User receives a limited right to access, use and display the Skedify-Application (The “Right of Use”). The scope of the right of use, such as the accessible features and functionalities, varies depending on the (by Licensee) acquired subscription and user-registration.

  2. The End-User receives the Right of Use from a Licensee, who receives a valid right of use from the license agreement with Skedify. The Right of Use is therefor inextricably linked to the application of the underlying license agreement.

  3. This right of use is granted by way of a limited, revocable, non-exclusive and non-transferable license. This license does not entitle the End-User to sell, republish, redistribute, transmit or (sub)license the Application and/or the underlying database and content.

4        User’s obligations

4.1       Registration

  1. The registration of a user-account is required in order to obtain access to Skedify. Each registration requires the End-User to give correct, accurate, current and complete information. Certain information may be absolutely necessary to mention in order to complete the registration. The aforementioned information obligations also apply for the future use. The User is solely responsible to correct or remove out-dated information.

  2. Each user-account is strictly individual, personal and therefore unique. A user-account cannot be transferred to any third party without the explicit written consent of Skedify. The End-User must, by consequence, guarantee the confidentiality of his user-account and login information.

  3. The User remains in any case exclusively responsible for all actions performed by way of his user-account. Any (suspected) breach of the confidentiality must be reported to Skedify so that appropriate measures can be taken. Skedify will provide the necessary actions to restore the confidentiality in that case.

  4. The Licensee has to inform the End User at all times about compliance with the License Agreement. In case of lack of compliance with the License Agreement, Skedify can take measures against the Licensee as well as against the End-Users.

4.2      Restrictions to the right of use

  1. A User also bears some responsibility with respect to the way Skedify provides our Application. Users should refrain from acts which have or may result to a deleterious impact on the proper functioning and safety of the website and/or on its use. The right of use is limited as this use may not be in violation of this License Agreement, the applicable law, the rights of third parties and generally accepted principles on the Internet. The following actions/omission are absolutely prohibited:

It is forbidden to use software programs that focus on the collection and acquisition of data. This includes spiders, crawlers, robots and similar software, but is obviously not limited to those listed.

It is not permitted to use the Application and its data for spamming, chain letters, junk mail and / or similar variations.

It is forbidden to stalk other Users and/or convince them of political and/or religious beliefs.

It is forbidden to violate the confidential character of other User-accounts or access other user-accounts without authorisation.

It is not allowed to use a false or foreign identity and/or data upon the registration.

  1. Our Application provides our Users the possibility to upload content. We are confident that this possibility will only be used in a useful and appropriate manner. It is in any case not allowed to upload the following content on the Application:

Any kind of content that can be considered to be inappropriate or unlawful because of its illegal, unlawful, harmful, abusive, misleading, threatening, obscene, pornographic, offensive or racist nature and/or more generally because it is in conflict with the public morality or the public order. This content does not necessarily have to conflict with the applicable law or the rights of third parties to be regarded as inappropriate.

Content that violates intellectual property rights and portrait rights of other users and/or third parties.

Content that is the result of, refers to and/or encourages the act of a criminally sanctioned offence.

Content that may cause or causes damage to other users. The spread of harmful software such as computer viruses, malware, worms, trojans and cancelbots falls hereunder.

Proliferation of unsolicited and/or any form of commercial messages through the website, including junk mail, spam and chain letters.

  1. Skedify reserves the right to take all reasonable and appropriate remedies if the User is in breach with this License Agreement or any known obligations, the applicable legislation, the rights of third parties or generally accepted Internet code of conduct. Please refer to chapter 5.2 for more information about the remedies. Remedies can be taken without prior warning and/or prior notice.

4.3      Provisions concerning software, hardware and knowledge

  1. The User declares to take notice of the required specified hardware (browser) software and telecommunication facilities as clearly communicated by Skedify. The User must also have a (broadband) Internet connection in order to access the Application. It is the sole responsibility of the User to take all possible measures to receive our application.

  2. The User is responsible for gathering information about Skedify and its functioning. The User declares to have gathered this information by signing this Agreement. Skedify is not responsible for faulty access to the Application caused by incompetence of the User.

5        Termination and Remedies.

5.1      Termination.

The duration of End-User’s right of use is linked to the duration of the acquired license (Licensee). The right of use shall take termination upon termination of acquired license. The Licensee is solely responsible to communicate the impending termination of the right of use.

An early termination is only possible upon;

The explicit request of the End-User or the Licensee. For example, if the End-User is no longer part of the organization of the Licensee.

A termination in accordance with the provisions of “article 5.2 Remedies”.

The End-User who wishes to remove his User-account must exercise this right by means of a signed, written request to Skedify, by post or by e-mail [email protected]. Skedify undertakes to answer within 15 working days of your request. Skedify cannot guarantee that all data will be deleted because Skedify is required to preserve the proper functioning of our Application.

A termination of the right of use includes the deactivation and denial of access to the user-account and subsequently all services and functionalities. A termination of the right of use does not automatically imply the removal of the registered user-account and deletion of all data in your user-account. Skedify guarantees anyway to store the data for at least sixty (60) calendar days following the day of deactivation.

If the Agreement ends early for any reason, the End-User has no right to recover the sums he has already paid for the remaining months of the duration of the original Agreement.

5.2      Remedies.

Skedify can take all necessary and reasonable measures when the User of the End User acts in violation of the Terms, the applicable law, the rights of third Parties or general accepted rules of conduct of the Internet. Skedify preserves a large margin of appreciation to sanction a violation, in proportion to the violation. Skedify can apply a temporary or permanent limitation of access to certain functionalities or a temporary or permanent restriction from the right of use.

When acquired by the situation, the above-mentioned measures can be taken without prior warning. The User doesn’t have the right to ask reimbursements or damages for taken measures.

If the End-User finds that the action taken is inappropriate or unfounded, he must bring this to the notice of Skedify within fifteen (15) calendar days after taking the action. Skedify will take these arguments into account upon assessment without being obliged to nullify the original action(s). The User has no right to request a refund or compensation for the measures taken in any case of a termination or suspension.

6        Intellectual property

Creativity merits protection, which is provided by intellectual property rights. Such rights also apply to our website and its content. Unless otherwise stated, all materials contained on or within the Application, including, but not limited to, text, graphics, images, code, illustrations, designs, icons, photographs, video clips, and written and other materials (collectively, ‘Skedify Content’), as well as their selection and arrangement, are protected by copyright, trademark and/or other intellectual property laws.

The intellectual property rights Skedify has enumerated also protect the content uploaded by Users and by third parties. Users have all rights on their copyrighted works. This holds true even after the upload on the Application.

By uploading content on our website, the User grants Skedify with a non-exclusive, transferable, royalty-free and worldwide license to use, reproduce, process, and communicate this content to third parties via the Application. This license is not restricted in time. This license applies to all types of intellectual property rights involved, as discussed above. The license is required to guarantee the proper technical and functional operation of our Application, and the use of that license is limited to that aim.

7        Warranty, Liability and force majeure

7.1      Warranty

  1. Skedify takes all reasonable measures that are necessary to ensure the proper functioning, safety and accessibility of our Application. This refers to both measures on preventive and curative level. In case of a known safety breach, Skedify will immediately inform the User about the actions to be taken. Yet, Skedify cannot give any absolute guarantee on this regard, and one must consider our actions as an obligation of means.

  2. Skedify provides software and accessory modules, services and documentation, in accordance with the warranties and commitments as agreed on in the Underlying Agreement. The warranty shall be limited to the original software and accessory modules, services and documentation. The warranty is not applicable to:

Defects caused by normal wear and tear; accidental or intentional changes caused by the End-User to the product, including improper and incorrect use, mistreatment, abuse, neglect and external causes.

Defects caused during the installation and/or caused by a use that is not in accordance with the instructions and information provided. These instructions and information are also provided via electronic communication channels.

  1. The End-User who wishes to invoke the warranties and commitments must exercise those rights according to the prescriptions stated in the Underlying Agreement.

8        Liability

  1. Skedify is only liable for any imputed serious or repeated minor contractual and / or non-contractual breach caused in the performance of its obligations under this agreement. This liability concerns the actions of Skedify’s directors, employees, legal representatives and engaged third parties. This liability is limited to direct damages resulting from the shortcomings and can never exceed the value of up to three (3) months at the registered worked subscriptions and always with an absolute maximum of € 15.

  2. Skedify is in no way liable for any indirect damages. Indirect damages are any kind of consequential damages, lost profits, financial or commercial losses, increasing the overall costs, increased personnel costs, damages for loss of clients and / or potential. This list is only indicative and certainly not exhaustive. Skedify does not exclude its liability in case of fraud or wilful misconduct on the condition that the fraud or wilful misconduct is attributable to Skedify. The liability for bodily injury and death is excluded to the extent legally possible.

  3. Skedify, its directors and employees are in no way liable for the actions and the resulting damages caused by its Users and/or third parties. The User is solely liable in case of an attributable contractual or non-contractual breach that compromises the liability of Skedify and/or causes damages, losses and expenses (including legal fees) in respect of Skedify. The User must take all necessary measures to indemnify Skedify from those adverse effects.

Force majeure

  1. If Skedify is prevented to fulfil all or part of its obligations to the other party due to circumstances beyond its control, there will be force majeure.  Force majeure is interpreted very broadly and also includes the acts of Third Parties. Skedify is in that case entitled to suspend its obligations for the duration of the force majeure. In this case Skedify is not obligated to pay any damages.

  2. As soon as the situation of force majeure seems to be of a lasting nature or takes longer than ninety (90) days, every Party has the right to end the Agreement immediately and unilaterally by writing a registered letter. Performances already applied by Skedify will be billed to the User.

Privacy

  1. Skedify processes personal information from the Users. This is necessary to ensure the proper functioning of the Application. The quantity of such information differs as more actions are performed, for example after registration. Depending on the quality of the information, it is possible that a natural person can be identified. As of that moment, Skedify is collecting and processing personal data.

  2. Skedify considers the protection of your privacy and the safety of your personal data as utmost important. That is why Skedify has made every effort to inform you as completely as possible concerning the processing of your personal data in our company. We kindly refer you to our Privacy Policy.

Miscellaneous

  1. The nullity or invalidity of (a part of) a provision of this EULA does not affect the applicability of the remaining provisions. The disputed provision is considered to stand alone. Skedify has the right to replace the provision by a valid provision of similar purpose. The use of (sub-)titles in the EULA has a purely illustrative value.

  2. Skedify is entitled to assign or transfer this agreement, in whole or in part, to any other company of the group of companies to which it belongs or in connection with the sale, transfer, merger, consolidation, or any other disposition of all or substantially all of its assets or business upon giving formal written notice thereof to the End-User and Licensee, provided such transfer or assignment does not adversely affect the End-User’s or Licensee’s substantial rights and obligations.

  3. All issues, questions and disputes concerning the validity, interpretation, enforcement, performance or termination of this agreement shall be governed by and construed in accordance with the Belgian law, without giving effect to any other choice of law or conflict-of-law rules or provisions (Belgian, foreign or international) that would cause the laws of any other jurisdiction than Belgium to be applicable.

  4. Any dispute concerning the validity, interpretation, enforcement, performance or termination of this agreement shall be submitted to the exclusive jurisdiction of the Gent Courts. Partners are, however, committed to resolve disputes as much as possible in mutual consent.