Date: 7 September 2021
This End User License Agreement (hereinafter referred to as: “the Agreement”) is between you (hereinafter referred to as “you” or “User”) and Bitmetric B.V., a private limited liability company having its principal place of business in Aalsmeer, The Netherlands, registered with the Dutch Chamber of Commerce under number 57649448 (hereinafter referred to as “Bitmetric”). The Bitmetric add-ons (hereinafter referred to as: “Products”) are made available online on https://getpinit.com, https://bitmetric.nl and certain third party websites, hereinafter referred to as the “Website”.
Bitmetric may modify this Agreement from time to time, subject to the terms set out in this Agreement.
2. LICENSE VERSION
This license is dated 7 September 2021 and replaces all earlier versions.
3. LICENSE SCOPE
Bitmetric hereby grants the User a limited right to use the Products. This license is non-exclusive and non-transferable. The Products may, unless indicated otherwise, be installed on one (1) computer/device and only five (5) authorized users (or the authorized number of users) may actually use the Products. Additional license keys may be purchased through the Website.
It is expressly forbidden to:
- reverse engineer the source code of the Products or to decompile the Products, except to the extent permitted by mandatory law;
- provide copies of the Products to third parties;
- sublicense the Products or otherwise make available the Products to third parties, including by rental, Software-as-a-Service models or otherwise;
- modify the Products, except to the extent permitted by mandatory law;
- remove indications of Bitmetric as copyright holder of the Products or to remove or render illegible any part thereof.
You are solely responsible for installation and usage of the Products. The (online) documentation and training will provide recommended requirements for the software environment. The User is solely responsible for its use of the Products, as well as any actions and decisions it takes on the basis of the results, reports or other output generated by the Products. The User is and remains at all times responsible for the verification of the results, reports or other output generated by the Products. Bitmetric can provide the User with training sessions on usage of the Products to develop the skills in order to build and use the dashboards.
It is not permitted to use the Products for any purpose that violates Dutch or other applicable law or regulation. This includes – amongst other things – the storage or transmission of data using the Products that is slanderous, libelous or racist. In particular it is not permitted to use the Products in a manner that causes a nuisance or hindrance for other users. This includes – amongst other things – the use of personal scripts or programs for up- or downloading large amounts of data or excessively often accessing the Products. The Product is intended to be used solely for business purposes and not for private purposes.
If in the opinion of Bitmetric the continued functioning of the computer systems or network of Bitmetric or third parties is actually or under threat of being damaged or jeopardized, for example through excessive transmission of e-mail or other data, leaks of personal data or virus activity, Bitmetric may take all steps it deems reasonably necessary to end or avert such damage or jeopardy.
Bitmetric is at all times entitled to file a criminal complaint for any offenses committed through or by using the Products. In addition, Bitmetric is entitled to supply User’s name, address, IP-address and other identifying data to a third party alleging that User violates its rights or these terms and conditions, provided the validity of the complaint is clear, no other way of obtaining this information exists and the third party has an evident interest in obtaining this information.
5. INTELLECTUAL PROPERTY
All right, title and interest to the Products, the accompanying documentation and all modifications and extensions thereto rest and remain with Bitmetric. The User only has the rights and permissions explicitly granted to him/her by this Agreement or granted in writing otherwise. User may not use, copy, distribute or publish the Products in any other manner.
As used herein, “Intellectual Property Rights” means any and all intellectual property rights and related rights, including but not limited to copyrights (including future copyrights), database rights, domain name rights, trademark rights, brand rights, model rights, neighbouring rights, patent rights and rights to know-how.
Bitmetric and/or its licensors shall own and shall continue to own the Intellectual Property Rights subsisting in and/or arising in connection with the analyses, designs, documentation, look-and-feel, interfaces, lay-out, recommendations, reports, and/or the Products made available to the User under this Agreement. Except as licenced to the User under and in accordance with the terms of the Agreement, the User shall not acquire any rights to those Intellectual Property Rights, whether pre-existing or created during the term of the Agreement. As a result, all improvements to the Products and any new software developed to satisfy specific User requirements or in response to suggestions provided by the User shall belong exclusively to Bitmetric.
The Products may be comprised of third-party open source software. The respective third-party right holders grant you the rights indicated in the applicable open source licenses. These licenses can be found in the documentation accompanying the Products. This Agreement does not apply to this open source software, and nothing in this Agreement shall be construed as a limitation of any right granted to you under an open source license.
Bitmetric will send an invoice for all amounts due and is entitled to invoice in advance and electronically. All invoices must be paid within 30 days of the invoice date. If the User fails to pay an invoice, or pay it in full, within the payment term, it will be in default by operation of law. In such case, Bitmetric is entitled (i) to charge the User the statutory interest for commercial transactions on the outstanding amount, and (ii) to suspend provision of all or part of the Products until the User has paid the outstanding amount in full.
If the User continues to fail to pay an invoice following a demand for payment or a notice of default, Bitmetric will be entitled to refer the claim for collection. Any extrajudicial costs and legal expenses incurred by Bitmetric, including the costs of legal experts, lawyer’s fees, bailiff costs and the costs of debt collection agencies, will in such a case be completely at the User’s expense.
Bitmetric is authorised to adjust its rates on an annual basis on the basis of the CBS (“Centraal Bureau voor de Statistiek”) consumer price index (all households), series 2015=100, for January relative to January of the preceding year. In such case, the User is not entitled to terminate the Agreement, unless the price increase amounts to more than 5 percent.
When agreed upon differently through a written contract with Bitmetric, a license for the Products can also be obtained through the Website. Prices and payment details are specified on the Website and/or in the Products. Certain Products are available for a limited period of one year at no charge. After this period, a full license with a well-defined period of validity is due. This will be indicated on the Website and/or in the Products.
Prices are shown in the currency mentioned on the Website, and are shown exclusive of VAT, import duties and other government imposed taxes, duties and levies.
Shortly after payment, the User may download and install the Products. Prior to this, verification of the User may be required in order to ensure User is an authorized User. The Products and/or the Website will inform the User of any procedures and additional conditions.
7. PERSONAL DATA
Bitmetric periodically releases updates that address bugs or improve the functioning of the Products. To learn about the latest updates, consult the Website regularly. No liability is accepted for any damage caused by bugs addressed in an update not installed by the User.
Bitmetric shall provide the User with a reasonable level of support through the Website and/or e-mail (or other communication channels announced to the User). Bitmetric, however, does not guarantee that all requests for support or bug reports are taken into consideration.
10. GUARANTEES AND LIABILITY
Bitmetric guarantees that the Products substantially operate as described in the documentation; that the Products contain no viruses, backdoors or malicious routines; Bitmetric will use its best efforts to investigate any reported bugs as soon as is practical and to repair such bug or create a workaround (but may delay repairing bugs with limited impact until the next planned update); Bitmetric grants no additional guarantees and/or warranties. In particular, Bitmetric makes no representation or warranties, either expressed or implied, that any services rendered or any design or process which is the result of a particular use of the Products, will not infringe any patent, copyright, or proprietary right of any kind of any third party, and Bitmetric will have no liability whatsoever for any claim or suit against the User by any other party for such infringement.
Except in case of intentional misconduct or gross negligence, the liability of Bitmetric for damages in connection with the Products or the violation of a warranty granted above is limited to an amount equal paid by User under the Agreement over a period of twelve (12) months prior to the damage-causing incident occurred, regardless of the number of events. Bitmetric in no event is liable for indirect damages, consequential damages, lost profits, missed savings or damages through business interruption.
The obligation for Bitmetric to pay compensation will only arise if the User sends written notice to Bitmetric of this damage within fourteen (14) days of the damage occurring.
Bitmetric shall not be responsible or liable for failure to deliver or comply with any provision of this Agreement if such non-performance is due to causes beyond its reasonable control such as, but not limited to, acts of God, government restriction, fire, floods or explosions, acts of terrorism, war, weather, power outages, Internet failures, telecommunication infrastructure failures, network attacks (including D(DOS) attacks), attacks by malware or other harmful software. In such event, the time for performance hereunder shall be extended by the period of time attributable to the delay.
Both parties shall refrain from disclosing or using for any other purpose than within the scope of this Agreement, any trade secrets and other information of the other party that has been designated as confidential or the confidential nature of which is known or can reasonably be deemed to be known by the other party.
Both parties accept the duty to observe strict secrecy towards third parties with respect to all that has been arranged for in this Agreement. In addition, the parties accept the duty to observe strict secrecy with respect to all information regarding the activities and organization of the other party, except in as far as such information was already part of the public domain without any involvement of the other party.
12. TERM OF THE AGREEMENT
This Agreement is entered into for the (subscription) period stated on the Website or as stated elsewhere (hereinafter: “the Contract Period”). If the Contract Period is not stipulated, it shall be deemed to have been entered into for a Contract Period of 12 months. Unless agreed to the contrary, this Agreement, in the absence of termination in writing reaching Bitmetric at least two (2) months before the end of the Contract Period, shall always be tacitly extended by the same Contract Period.
This Agreement terminates automatically and immediately in case the User enters into bankruptcy, the User applies for a suspension of payments, the assets of the User are seized, the User passes away, or in case the User enters into liquidation, legal dissolution or winding-up.
After termination of the Agreement, regardless of the reason, User must cease all use of the Products. In addition the User must remove all copies (including backup copies) of the Products from all computer systems under control of User.
13. CHANGES TO AGREEMENT
Bitmetric may update or modify this Agreement from time to time, including any referenced policies and other documents. If a revision meaningfully reduces User’s rights, Bitmetric will use reasonable efforts to notify User (by, for example, sending an e-mail to the billing or technical contact you designate in the applicable order, or in the Product itself) at least thirty (30) days before the updates or modifications become effective.
If Bitmetric modifies the Agreement during license term and/or subscription term, the modified version will be effective upon your next renewal of a license term, support or maintenance term, and/or subscription term, whichever applies. In this case, if User objects to the updated Agreement, as your exclusive remedy, you may choose not to renew, including cancelling any terms set to auto-renew.
With respect to Products available for free, accepting the updated Agreement is required for you to continue using those Products. You may be required to click through the updated Agreement to show your acceptance. If you do not agree to the updated Agreement after it becomes effective, you will no longer have a right to such Products. For the avoidance of doubt, any order is subject to the version of the Agreement in effect at the time of the order. Changes to the Agreement resulting from mandatory law may be implemented at any time without notification being required and without the User being entitled to terminate the Agreement.
14. MISCELLANEOUS TERMS
Dutch law applies to this Agreement. Unless dictated otherwise by mandatory law, all disputes arising in connection with this Agreement shall be brought before the competent Dutch court for the principal place of business of Bitmetric.
A finding that any particular provision of this Agreement is legally void or unenforceable shall not affect the validity of the entire Agreement. In such a case the parties shall determine a replacement provision that is legally valid and approximates the intent of the relevant provision as much as possible.
The parties can only transfer the rights and obligations arising from the Agreement to a third party with the written permission of the other party. Bitmetric will, however, be authorised to transfer the Agreement, without User’s prior permission or cooperation to a parent company, sister company or subsidiary, or to a third party in the event of a merger or acquisition. Bitmetric will inform User as soon as possible, in writing, after such a transfer has taken place.