END USER LICENSE AGREEMENT
This End User License Agreement ("EULA") is a legally binding agreement between the end user of the Ishtar365 Platform (hereinafter, the "User") and ISHTAR365 BV, a limited liability company incorporated under Belgian law with its registered office at 2800 Mechelen, Schaliënhoevedreef 20 T, with company number 0685. 868.291 (hereinafter: "Ishtar365"), pursuant to which Ishtar365 grants the User a license to use the Ishtar365 Platform (hereinafter: the "Platform") and the Services.
By using the Platform, the User agrees to be bound by the terms and conditions set forth in this EULA. If the User does not agree to the terms set forth in this EULA, the User must immediately cease using the Platform.
Ishtar365 may amend this EULA from time to time. The User will be notified of any changes to this EULA the next time the User logs on to the Platform. Please read the changes carefully. The amended version of this EULA will take effect on the day it is published.
1. Scope of the EULA.
1.1 The User may be an individual or a company. When purchasing a license for the Platform for use in a company, the company must specify the desired number of authorized user accounts. For each of the requested authorized users, Ishtar365 will then create the respective user accounts. Each user account is considered a separate User under this EULA. In any event, Company remains responsible to Ishtar365 for all use of the Platform and Services by its authorized users.
1.2 The Platform includes (i) all software-related documentation, (ii) updates and upgrades to the Platform (ii) add-ons, plug-ins, APIs or Internet-based components of the Platform provided by Ishtar365, and (iv) third-party software that would be embedded in or provided with the Platform by Ishtar365. For the avoidance of doubt, the Platform does not contain any add-ons, plug-ins, APIs or code created by the User or third parties that is not provided by Ishtar365 and Ishtar365 cannot assume any responsibility for such add-ons, plug-ins, APIs or code.
1.3 The Services include any customized requests for improvements to the Platform and/or specific requests from the Company regarding the use of the Platform.
2. Grant of license and obligations of the user.
2.1 Ishtar365 hereby grants the User a limited, non-exclusive, non-transferable and non-sublicensable license to use the Platform and Services on one or more devices owned, leased or managed by the User through one or more specific user accounts. In the case of use of the Software within a company, Ishtar365 will provide the User with the requested number of user accounts. Each user account is specific to the designated User and cannot be shared or transferred. The User is responsible for ensuring that only authorized users have access to the Platform through the user accounts.
2.2 The User shall:
use the Platform and Services only for its internal business purposes and not resell any part of the Platform or the Content to any third party without the express written consent of Ishtar365;
Use the Platform and the Services in a manner that complies with applicable law and does not damage the name, reputation or rights of Ishtar365;
implement and maintain adequate security measures to protect the Platform and Services from access or use by unauthorized users;
Provide accurate, current and complete information about the User upon registration and ensure that such information remains current;
2.3 the User shall refrain from :
Attempts to gain unauthorized access to any part of the Platform or any computer systems and/or networks of Ishtar365 or service providers used to make the Platform available to the User;
Disrupting or damaging any part of the Platform, including, without limitation, through the use of viruses, bots, Trojan horses, malicious code, flood pings, denial-of-service attacks, packet or IP spoofing, falsified routing or electronic mail address information or similar methods or technology;
Distribute, rent, lease, license, lend or sell the Platform or any content contained or displayed therein;
Modify, adapt the Platform, create derivative works from the Platform or allow the Platform to be combined with or incorporated into another computer program;
Reverse engineer, decompile, decode, decrypt, disassemble or derive the source code of the Platform;
Use scripts, bots, spiders or other automated mechanisms to collect information or otherwise interact with the Platform without the express written consent of Ishtar365;
Remove, alter or obscure any copyright, trademark or other proprietary rights in or on the Platform;
3. Warranties, indemnification and liability
3.1 The Platform is provided "as is" and Ishtar365 disclaims all warranties, obligations and conditions with respect to the Platform and Services, whether express, implied or statutory, including, but not limited to, implied warranties or conditions of merchantability, fitness for a particular purpose, absence of viruses, accuracy or completeness of responses or results, or conformity with description. Ishtar365 will use its best efforts to ensure uptime of the Platform and Services. Ishtar365 does not warrant that use of the Platform or the Services will be uninterrupted and error-free, or that Ishtar365 will correct all software errors. There are no warranties of title, non-infringement or quiet possession with respect to the Platform.
3.2 The User shall indemnify, defend and hold Ishtar365 harmless from and against any and all costs, damages, losses, privacy violations, liabilities and expenses (including attorney's fees) arising out of or in connection with claims arising out of or related to (i) the User's use of the Platform and/or Services, (ii) any violation by the User (including all authorized users) of the terms of this EULA.
3.3 Ishtar365 shall not be liable to the User or any third party for any loss of profits, revenues or goodwill, loss or interruption of business, loss of anticipated savings, loss of data or any indirect, incidental or consequential damages of any kind. In any case and to the extent permitted by applicable law, Ishtar365's total cumulative liability for all claims arising out of or related to this EULA shall not exceed the amount of EUR 5,000.
3.4 Only Ishtar365 shall be liable for the provision of services. Consequently, the client agrees not to bring any claim arising out of or related to the performance of services by Ishtar365, whether on contractual, extra-contractual or any other ground, against any of the partners, directors, servants, subcontractors or other agents of Ishtar365, its affiliates or entities within the Ishtar365 network.
4. Intellectual property and property rights
4.1 Ishtar365 only grants the User the right to use the Platform and Services. The titles and ownership rights of the Platform and/or the Services are not transferred to the User.
4.2 All intellectual property rights associated with the Platform, the Services and/or any content provided as part thereof, including - without limitation - all right, title and interest (whether legal, equitable, or otherwise) in software, databases, technology and source code used in connection therewith, as well as all rights to modification improvements and future releases of the Application, whether registered or unregistered, together with all rights to attribution and applications, compilations, inventions, know-how, confidential information, trade secrets, trade names, business names, domain names as they may exist from time to time anywhere in the world, shall remain the sole and exclusive property of Ishtar365 and/or third party suppliers of Ishtar365.
4.3 Unless otherwise specified, the User retains ownership of any data or other content or information that the User provides through the Platform (hereinafter, the "User Data"). The User's use of the Platform and any User Data must comply with the User's own privacy policy and all domestic, foreign and international laws and regulations, including those relating to data privacy, international communications and the export of technical or personal data. The User is solely responsible for the accuracy, content and legality of all User data. The User agrees not to submit content that is obscene, defamatory, libelous, threatening, harassing, pornographic, racially or ethnically offensive or that encourages conduct that could be considered a criminal offense or give rise to civil liability. The User shall not submit any material (including viruses, bots, worms, scripting exploit or other harmful code) that could damage or corrupt the Platform or computer systems or data. User represents and warrants to Ishtar365 that it has sufficient rights to the User Data to grant the rights in this paragraph and that the User Data does not infringe the rights of any third party. The User agrees that Ishtar365 may, in its sole discretion, delete the User Data at any time and with or without notice.
4.4 The User hereby grants Ishtar365 a non-exclusive license to copy, distribute, perform, display, store, modify and otherwise use the User Data in connection with the operation of the Platform.
4.5 Ishtar365 may also use aggregate information to measure general usage patterns and characteristics of its user base and otherwise improve its products and services, and may include such aggregate information about its audience in promotional materials or reports to third parties. This aggregated information will not reference names, telephone numbers, email addresses, or other personally identifiable information, and it will not be traceable to any specific recipient or User email address.
4.6 The User acknowledges that the source code of the Platform (among other things) is a trade secret as defined in the law of July 30, 2018.
5. Confidentiality
5.1 Each party acknowledges that it may have access to confidential information of the other party, including but not limited to trade secrets and technical, financial or business information, data, ideas, concepts or know-how and/or personal data, whether marked as confidential or not, and that each party's confidential information is of significant value to the disclosing party, which could be harmed if improperly disclosed to third parties or used in violation of this EULA.
5.2 The Receiving Party must (i) keep the Disclosing Party's Confidential Information strictly confidential; (ii) not disclose the Disclosing Party's Confidential Information except to perform its duties or exercise its rights or as otherwise authorized under this EULA, provided that any disclosure to the Receiving Party's employees or agents shall be made on a need-to-know basis and under a confidentiality obligation no less stringent than that set forth in this Section.
5.3 Upon request of the Disclosing Party and upon termination of this EULA (unless otherwise agreed by the parties at that time), each party shall return, destroy or permanently delete (at the Disclosing Party's option) the other party's Confidential Information.
5.4 Upon termination of this EULA, the Receiving Party must keep the Disclosing Party's Confidential Information confidential for five (5) years.
6. Data Protection
6.1 In providing the Platform or Services, Ishtar365 may have access to personal data of the User, including but not limited to name, title, email address and IP address. The processing of such personal data is necessary to enable Ishtar365 to provide the requested software and Services to the User.
6.2 More information on how User's data may be processed by Ishtar365 can be found in Ishtar365's Privacy Policy.
7. Duration and termination
7.1 This EULA comes into force upon the first use by the User of the Platform and/or the Services and remains in force for an initial period of 12 months after the first use, renewable for 12 months each time. In the case of access through a demo portal, the EULA will automatically cease when access is revoked.
7.2 Ishtar365 may immediately terminate this EULA, without any compensation, in the event that the User fails to remedy a material breach of any provision of this EULA within fifteen (15) days of Ishtar365's receipt of a written notice to that effect.
7.3 Upon termination or expiration of this EULA for any reason, (i) the licenses and rights granted under this EULA shall terminate and (ii) the User shall immediately cease using the Platform and/or the Services.
7.4 Upon termination or expiration of the EULA, unless due to a breach by the User, Ishtar365 will make reasonable efforts at the User's request to make the User Data available for download. If made available, the User must download the User Data within 30 days of termination or expiration. Thereafter, Ishtar365 may delete the User Data.
8. Miscellaneous provisions
8.1 Neither party may assign or transfer its rights or obligations under this EULA, in whole or in part, to any third party without the prior written consent of the other party, and any assignment or transfer without such consent will be deemed void.
8.2 Where possible, the provisions of this EULA shall be construed to be valid and enforceable under applicable law. However, if one or more provisions of this EULA are found to be invalid, illegal or unenforceable in whole or in part, the remainder of that provision and of this EULA shall remain in full force and effect as if the invalid, illegal or unenforceable provision had never been contained herein. In addition, if the parties decide to modify the invalid, illegal or unenforceable provision(s), or any part thereof, and/or agree on a new provision, they must do so in such a manner that the new or modified provision embodies as much as possible the purpose of the invalid, illegal or unenforceable provision(s).
8.3 A party's failure to exercise or delay in exercising any right under this EULA, any single or partial exercise of such right, or any partial response or failure to respond by a party in the event of a breach by the other party of any provision(s) of this EULA shall not operate or be construed as a waiver (express or implied, in whole or in part) of that party's rights under this EULA or under the said provision(s) and shall not preclude the further exercise of such rights. Any waiver of a right must be express and in writing.
9. Governing law and jurisdiction.
All issues, questions and disputes regarding the validity, interpretation, enforcement, performance and termination of this EULA shall be governed by and construed in accordance with the laws of Belgium, and no effect shall be given to any other choice-of-law or conflict-of-laws rules or provisions (whether Belgian, foreign or international).
Any dispute regarding the validity, interpretation, enforcement, performance or termination of this EULA shall be subject to the exclusive jurisdiction of the courts of Leuven, Belgium.
