These terms and conditions (“Terms and Conditions”) set out the general application terms and conditions pursuant to which SEENSPIRE NV, having its registered office at Entrepotkaai 11, 2000 Antwerp, Belgium, VAT number 0662.484.462 (“SEENSPIRE”), provides content for digital signage through its Application to enable the Customer (whose Account Information is determined in the applicable Subscription) to stream such content for digital signage on Digital Signs (all as defined below). The Customer is presumed to have unconditionally agreed to the present Terms and Conditions by the sole fact of placing a Subscription with SEENSPIRE. All of the SEENSPIRE Subscriptions are part of, and exclusively governed by, the present Terms and Conditions.
These Terms and Conditions equally apply to Trial Users, it being understood that the Trial Users will have a (limited) Trial Account (as defined below). Trial Users will have all rights and obligations of a Customer and will be subject to these Terms and Conditions, unless expressly stated otherwise herein or the context requires otherwise.
SEENSPIRE and customer (“Customer”) may hereinafter individually be referred to as a “Party” and jointly as the “Parties”.
- “Account Information” means the Customer’s identification details, including among others the Customer’s official company address used for all contacts, its billing address and its VAT information.
- “Activation Date” means the date of submission of the Subscription.
- “Additional Add-On(s)” means one-time, non-recurring, additional purchases such as without being limited to LIVE update hours, etc.
- “Agreement” means the current Terms and Conditions, executed between (i) SEENSPIRE and the Customer, or (ii) SEENSPIRE and the Trial User.
- “Application” means one or more content applications developed by SEENSPIRE and intended to run on digital screens to display content for digital signage and to enable Customer (i) to use all content in the Infotainment Content library and/or (ii) to create Customer’s own Social Media Content channel with text, images and videos.
- “Confidential Information” means all business, technical, financial and other information that one Party obtains from the other in relation to these Terms and Conditions, which is the confidential property of the disclosing Party.
- “Content” means the text, data, graphics, photos and/or videos, and underlying works, made available to the Customer via the Application and collected by SEENSPIRE from, as specified in the relevant Subscription, (i) SEENSPIRE’s licensors, media partners and/or content providers (the “Infotainment Content”) or (ii) certain social media upon request of the Customer (the “Social Media Content”) as further detailed in the applicable Subscription.
- “Customer Account” means the account to which a Customer subscribes upon payment of License Fees.
- “Digital Sign” means a device composed of a digital screen such as, without being limited to, LCD or plasma screens, LED boards, projection screens or other emerging display types like interactive surfaces of Organic LED screens.
- “Intellectual Property Rights” means all of the following: (a) all rights to inventions (whether patentable or unpatentable and whether or not reduced to practice) and all rights to improvements thereto, including all patents, patent applications and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions and reexaminations thereof; (b) all copyrightable works, all copyrights, and all applications, registrations and renewals in connection therewith; (c) design rights, database rights, any sui generis rights (including in software) and all other (existing and future) proprietary rights and the right to apply for any such rights and protection; (d) all rights to recover for past and future infringements of any of the foregoing; (e) all copies and tangible embodiments thereof (in whatever form or medium); and (f) all goodwill associated with and resulting from any of the foregoing.
- “License Fee” means, as applicable and as determined in the Subscription, (i) in the event of a monthly Subscription, the monthly recurring subscription fee the Customer is liable to pay on a monthly basis and/or (ii) in the event of an annual Subscription, the Customer is liable to pay a one time annual subscription fee upon the Activation Date of the annual Subscription in consideration for the licensed Application and/or Content, based on the number of Digital Signs the Customer subscribes to as set out in the relevant Subscription. Notwithstanding the foregoing and upon prior written approval of SEENSPIRE (which approval may be given by acceptance of the Subscription), the Customer may order additional purchases for which additional fees will be charged.
- “Partner” means the partner who introduced Parties to enter into this Agreement, as identified in the Subscription.
- “Personal Data” has the meaning as defined in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data and repealing Directive 95/46/EC (the “General Data Protection Regulation” or “GDPR”).
- “Service(s)” means SEENSPIRE’s services as determined in the relevant Subscription.
- “Social Media” means the social media networks from which, as applicable, the Content may be collected by SEENSPIRE upon request of and upon authorization by the Customer as further detailed in the applicable Subscription.
- “Subscription” means an order to license and use the Content and/or the Application containing specific terms and conditions (e.g., Account Information, Activation Date, Content, License Fee and Term).
- “Term” means the duration of this Agreement between SEENSPIRE and the Customer as determined in article 10 of this Agreement and the relevant Subscription.
- “Trial Account” means an account to which a Trial User subscribes free of charge, but which is only available for a limited Trial Term and provides unlimited use of the Application for one Digital Sign.
- “Trial Term” means a limited term of thirty (30) days to use the Seenspire Application.
- “Trial User” means a user who is not a Customer, has not been a Trial User (unless for the usage of, as the case may be, previously and subscribes free of charge to a Trial Account related to the Seenspire application as set out in the relevant Subscription.
- Additional definitions may be included elsewhere in these Terms and Conditions, which definitions shall have the meaning ascribed to them in these Terms and Conditions.
- SEENSPIRE grants Trial Users a limited, revocable, non-exclusive, non-transferable right to use the Content and/or the Application, during the Trial Term and subject to Trial User’s continuous compliance with these Terms and Conditions, it being understood that Trial Users are not charged any License Fee during the Trial Term. The scope of the Trial User’s right to use the Application shall be determined by SEENSPIRE at its sole discretion. The Trial User’s user right shall be limited to five (5) Digital Sign. Notwithstanding the foregoing, SEENSPIRE shall at all times be entitled to change the scope of the Trial User’s user right, including limitation of the number of Digital Signs and termination of the Trial Account. The Trial User shall at all times during the Trial Term have the right to request to upgrade its Trial Account to a Customer Account.
- Subject to Customer’s continuous compliance with these Terms and Conditions and timely payment of the applicable License Fees, SEENSPIRE hereby grants the Customer a limited, revocable, non-exclusive, non-transferable right to use the Content and/or the Application, during the Term, for the purposes and on the terms more specifically set out in each Subscription (the “License”). In the event of non-payment of the License Fees by the Customer to SEENSPIRE or Partner, as applicable, the Customer shall have no more rights to use, as applicable, the Content and/or the Application. Upon payment of the additional fees as set out in the Subscription, the Customer may use the Additional Add-Ons in accordance with the License and subject to the terms and conditions of this Agreement to the extent applicable to add-ons. Add-ons shall in no event give rise to any refund.
- In the event the Customer wishes to use the licensed Infotainment Content (i) on more than 500 Digital Signs or (ii) in high traffic venues, such as without being limited to railway stations, airports, shopping malls, the Customer undertakes to contact SEENSPIRE or Partner, as applicable, to request a tailored quote, which usage might be subject to expressly deviating terms and conditions as set out in the relevant Subscription.
- In general, it is prohibited to the Customer to use the Application or the Content in breach of any laws. It is understood that any use that exceeds the License granted herein shall violate SEENSPIRE’s and the applicable SEENSPIRE’S licensors, media partners, content providers and/or Social Media Intellectual Property Rights and shall be deemed a breach of these Terms and Conditions.
- The Customer has no right to edit, modify, amend, reverse engineer, decompile, create derivative works from, lease, rent, assign, rebrand, translate into another language, duplicate, sell, reproduce, rebroadcast, redistribute, add to or in any way alter the Content or the Application, except as otherwise provided in this Agreement.
The Customer shall not make any changes to the Content, (including the images, the length of the video, text and commentary) or the Application, unless prior written consent of SEENSPIRE. Any modification to the Content or Application will be carried out by SEENSPIRE and may result in additional charges.
Except as specifically authorized in writing by SEENSPIRE, the Customer shall not translate the Content or any portion thereof into another language than that in which it was provided.
- The Customer has no right to sublicense the rights granted under each Subscription to a third party, unless otherwise agreed in writing. The Customer shall not grant any third party (including any other internet or online or wireless service) access to the Application, the Content or Services (or any portion thereof), nor the right to view, frame or be linked to the Content or the Application or a portion of the Content or the Application through any currently known technology or hereafter developed technology.
- The Customer shall indemnify and hold harmless SEENSPIRE from any and all liabilities, losses, claims, demands, actions, proceedings, damages, costs and expenses arising out of or in connection with (any third party’s claim based on) unauthorized and/or extended use of the Application or the Content and/or storage of the Content by the Customer (or any third party).
- The Customer shall comply with any limitations or restrictions placed by SEENSPIRE, its licensors, media partners, content providers, the relevant Social Media or competent authorities on the use, display or dissemination of the Content.
- SEENSPIRE shall have the right to carry out on-site audit at the place where the Content or Application is used to verify the Customer’s compliance with these Terms and Conditions, and the Customer shall provide all necessary assistance and cooperation to facilitate such audit.
- Subject to the payment of the services fees set out in the Subscription, SEENSPIRE hereby agrees to provide Services to the Customer.
- The SEENSPIRE delivery terms are merely indicative and do not commit SEENSPIRE. Delays will in no event give the Customer the right to either termination, price reduction or damages.
- Except for article 3.2, this article 3 shall not apply to Trial Users.
Intellectual Property Rights
- The Customer acknowledges that SEENSPIRE does not hold any Intellectual Property Right in the Content. The Intellectual Property Rights related to the Content are hold and shall be held, as the case may be, by the relevant SEENSPIRE’s licensor, media partner, content provider, Social Media, the Customer itself or any other third party as the case may be.
- All rights, titles and interests, including Intellectual Property Rights, in the Services and/or the Application shall at all times remain the sole and exclusive property of SEENSPIRE and/or its licensors.
- The Customer shall obtain no rights, titles or interests in the Content and/or the Services and/or the Application save for the restricted user rights expressly granted hereunder. The Agreement constitutes a license to use the Content and/or the Services and/or Application only for the Term, pursuant to the present Terms and Conditions. Any use of the Content and/or the Services and/or Application, provided by SEENSPIRE not specifically granted to the Customer hereunder (such as continued use after termination) might be deemed, in addition to a breach of contract, a copyright infringement of such third party.
- The Customer shall not remove, alter or conceal any copyright, trademark or other proprietary notices incorporated in the Content and/or Application.
- The Customer agrees to promptly notify SEENSPIRE if the Customer becomes aware that any third party is violating or infringing SEENSPIRE’s rights of whatever nature in any of the Services or the Application and/or the relevant SEENSPIRE’s licensor, media partner, content provider, Social Media or third party’s rights of whatever nature in any of the Content. SEENSPIRE shall have the right, but not the obligation, to prosecute such violator or infringer at its expense and to retain the full amount of any sums recovered as damages. The Customer shall however use its best efforts and take all reasonable steps to prevent such unlawful behaviors without substituting itself to SEENSPIRE or its licensors. The Customer agrees to provide full cooperation to SEENSPIRE in the event of the commencement of any such prosecution action by SEENSPIRE.
- The Customer undertakes to promptly notify SEENSPIRE of any infringement of the Intellectual Property Rights or copyrights of the Customer or any third parties and shall promptly provide SEENSPIRE with all information reasonably required in order to enable SEENSPIRE to assess the infringement and, as the case may be, to remove the infringing Content or to take all appropriate measures at its sole discretion to discontinue such infringement.
- The Customer acknowledges and agrees that the Customer shall be solely responsible for the Content that it accesses, uploads, publishes or displays via the Application on any Digital Sign and that SEENSPIRE shall in no event be liable for any such Content. SEENSPIRE shall not screen any content provided by the Customer to the Application.
- In particular, the Customer acknowledges and agrees not to contribute any Content and not to use the Content and/or the Services and/or the Application in any manner that:
(i) violates any applicable local, state, national, regional or international law, statute, ordinance or regulations;
(ii) is illegal, criminal, deceptive, fraudulent or any other action that is unlawful, harmful, threatening, abusive, harassing, stalking, tortious, violent, defamatory, vulgar, obscene, pornographic, invasive of others privacy, hateful racially, ethnically or otherwise objectionable;
(iii) adversely or negatively affects or reflects on SEENSPIRE’s name, reputation or goodwill or discourage any third party from using all or any portion, feature or function of the Application or from advertising, liking or becoming a SEENSPIRE supplier or customer;
(iv) infringes the Intellectual Property Rights or property rights or publicity or privacy rights of SEENSPIRE or any third party;
(v) interferes or disrupts the Application (and servers or networks connected to it) or Services, including but not limited to, knowingly transmitting, distributing or uploading any programs or material that contain malicious codes (i.e. any potentially harmful programs or other material or information), attempting to or gaining unauthorized access;
(vi) circumvents, disable or otherwise interferes with security or IP protecting features on the Application;
(vii) intercepts (or attempts to intercept) email or private communications not intended for the Customer or that results in sending or transmitting constituted, unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, junk email (i.e. so called spamming);
(viii) imposes an unreasonable or disproportionately large load on the infrastructure of the Application;
(ix) exceeds the Customer’s internal business or commercial purposes.
- The Customer acknowledges and agrees that the License granted under article 2 shall be limited to the number of Digital Signs the Customer subscribes to as determined in the relevant Subscription.
- SEENSPIRE reserves the right to monitor the number of Digital Signs used in line with the licenses purchased by the Customer. In the event the Customer exceeds the number of Digital Signs as allowed under its Customer Account (or Trial Account as the case may be) (i.e. for the purposes of this article 5.4 the “Registered Digital Sign” and any device exceeding the number of licensed devices “Digital Sign in Preview Mode”), and as soon as the Customer exceeds the thirty (30) minutes playback time a day per Digital Sign in Preview Mode, the Customer shall be notified to upgrade its Customer Account or convert its Trial Account via the “Manage Licenses” tab in its Customer Account or Trial Account in order to have its number of Registered Digital Signs in accordance with the amount of Registered Digital Signs actually needed by Customer. The Customer acknowledges that SEENSPIRE shall at all times be entitled to change the number of Digital Signs in Preview Mode.
- SEENSPIRE reserves the right to
(i) monitor the Content on the Application;
(ii) remove any Content which in SEENSPIRE’s sole discretion is deemed to be objectionable (as stated in article 5.2 (ii)) or in violation with this Agreement;
(iii) remove and/or take any other action or measure regarding the Content which in SEENSPIRE’s sole discretion is deemed appropriate and regardless whether there is a specific reason.
- The Customer is entitled to remove at any time any posted, submitted, uploaded, displayed or otherwise used Content from the Application. However, the Customer expressly agrees and acknowledges that SEENSPIRE may at all times retain copies of the Content for its internal business purposes.
- SEENSPIRE provides the bandwidth availability at a level required for the use of the Social Media Content and/or the Application in accordance with the relevant number of Digital Sign the Customer subscribes to, however, SEENSPIRE does not make any representations or warranties that such bandwidth level shall at all times be sufficient for such usage. The Customer might exceed or require additional bandwidth availability for the use of the Social Media Content and/or the Application. The Customer acknowledges and agrees that SEENSPIRE shall at all times be entitled to monitor the bandwidth usage of the Customer when using the Social Media Content and/or the Application. SEENSPIRE shall send a notification to inform the Customer in respect of the additional fees that may be charged in the event the Customer exceeds the bandwidth level provided. Upon written request of the Customer to receive a higher availability of bandwidth, SEENSPIRE shall provide a tailored bandwidth offer.
Fees, Charges and Payment
- The Customer agrees to pay to SEENSPIRE or Partner, as applicable, a License Fee upfront in accordance with the payment terms as set out in each applicable Subscription. SEENSPIRE or Partner, as applicable, will invoice the Customer for the relevant amount as set out in the applicable Subscription and the Customer shall make payment by the method and within the delay set out in applicable Subscription and the invoice.
SEENSPIRE or Partner, as applicable, may impose additional fees or charges based on transactions associated with the Content and/or Service(s). Such fees or charges are to be disclosed in the applicable Subscription.
- All prices are indicated in USD (whatever is applicable) and are exclusive of taxes (outside Belgium).
- SEENSPIRE reserves the right at any time to change their fees, billing methods, charges for Content and/or Services and/or Application, upon effective notice to the Customer via website, newsletter or e-mail.
- Time is of essence as to all payments set out in these Terms and Conditions. In the event any amounts due under these Terms and Conditions remain unpaid on the due date, such outstanding amounts shall automatically be subject to late payment interests compounded daily at the rate of 1,5% per month or the maximum amount permitted under the applicable law, until receipt of the outstanding amounts by SEENSPIRE or Partner, as applicable.
In the event the Customer fails to pay any sums due within thirty (30) days from receipt of a payment default notice, SEENSPIRE shall be entitled to deactivate the Customer’s account and to suspend access to the Content and/or Application and the performance of the Services until receipt of the outstanding amounts by SEENSPIRE or Partner, as applicable. Moreover, in the event of non-payment of the License Fees by the Customer to SEENSPIRE or Partner, as applicable, the Customer shall have no more rights to access or use the Content and/or Application.
Each overdue payment of any invoice on the due date shall immediately give rise to the payment of any and all outstanding invoices. On termination of the Agreement, for any reason, all License Fees and any other fees or expenses shall become immediately due and payable. In case of disputes regarding a specific invoice, all parts of the invoice that are not disputed shall be paid according the payment terms offered.
- This article shall not apply to Trial Users. It shall become applicable to Trial Users upon conversion of a Trial Account into a Customer Account pursuant to article 10.1.3.
- Notwithstanding any of the foregoing, SEENSPIRE reserves the right at any time to substitute in any of the Partner’s rights under this article 6 and to perform such rights directly towards Customers.
The License Fees stated are exclusive of applicable taxes, which shall be additionally charged by SEENSPIRE or Partner, as applicable and paid by the Customer.
- The Customer undertakes the obligation to provide and maintain true, accurate, current and complete Account Information. The Customer may at any time update any of its Account Information, including amongst others designation of a different Credit Card, or change of the applicable expiration date on the currently designated Credit Card. In the event SEENSPIRE in its sole discretion determines that any information is not true, accurate, current or complete, SEENSPIRE reserves the right to suspend and/or terminate Customer’s Account and to suspend and/or terminate access to the Application or providing Services.
- The Customer acknowledges and warrants to be authorized to engage the entity for which the Application and Services are registered.
- The Customer is solely and entirely responsible for maintaining the confidentiality of the Customer’s password, and for any and all activities that occur under its account. If the Customer believes someone has accessed any Content and/or the Application using Customer’s user name and password without Customer’s authorization, it is the Customer’s responsibility to promptly inform SEENSPIRE of such circumstances and to set up a new password.
- The Customer acknowledges and agrees that SEENSPIRE shall in no event be liable for any damages arising out the abuse, theft or misappropriation of Customer’s Account Information or anyone’s (un)authorized access to the Customer’s Account.
- SEENSPIRE reserves the right to access Customer’s Account for maintenance, support, security or IP protecting reasons. SEENSPIRE shall use its best efforts to reasonably notify the Customer of any such access.
- Neither Party may refer to the other Party’s trade name or logo, or describe the other Party’s business, in any mailing list, marketing materials or on its website without the other Party’s prior written consent.
Except as otherwise required by law or expressly agreed by Parties, any press release, publication or other publicity item describing or identifying a business relationship between the Parties is subject to prior review and written consent of both Parties, and either Party may withhold consent for any reason.
- The Customer will not display the name, logo, trademark or other identifier of any third party in such manner as to give the impression that such third party is a publisher or a subscriber of the Content on behalf of/or associated with SEENSPIRE.
The Customer will not include any advertising or sponsorship in connection with the Content that (i) breaches any law or regulation or (ii) falsely implies that the advertiser or sponsor is associated with SEENSPIRE or any of its licensors.
Term and Termination
Term of the Agreement
- Upon subscription by the Customer and acceptance by SEENSPIRE of such Subscription, the License takes effect on the Activation Date, provided SEENSPIRE or Partner, as applicable, has received the payment of Customer’s first License Fee. In the event SEENSPIRE or Partner, as applicable, has not received this License Fee on the Activation Date, the Agreement commences on the date of receipt by SEENSPIRE of the Customer’s first payment of the License Fee.
- This Agreement is entered into for a term of one (1) year (the “Initial Agreement Term”) and shall automatically be renewed for successive terms equal to the Initial Subscription Term (or any other term as might be agreed upon between the Parties in the Subscription) (the “Agreement Term”), unless either Party terminates this Agreement with 30 day's written notice and in accordance with the terms below. All Licenses are purchased for a minimum term of one (1) year (the “Initial Subscription Term”) and shall automatically be renewed for successive terms equal to the Initial Subscription Term (or any other term as might be agreed upon between the Parties in the Subscription) (the “License Subscription Term”), unless CUSTOMER cancels the license subscription with 30 day's prior written notice and in accordance with the terms below. The Customer shall at all times be entitled to submit an order for a new annual Subscription, regardless whether such annual Subscription directly consecutive to the previous annual Subscription.
- Notwithstanding the foregoing, as to Trial Users in particular, the Agreement takes effect automatically upon subscription by the Trial User to its Trial Account and shall automatically be converted into a Customer Account upon expiry of the Trial Term, which Customer Account shall automatically be renewed in accordance with article 10.1.2 of this Agreement. In the event of conversion, the Trial Account will upgrade to a Customer Account and Trial User shall become a Customer, be liable to pay the License Fees and shall be obliged to comply with all of these Terms and Conditions.
Termination for Cause
- Either Party may terminate the Agreement by cancelling via the Application or by written notice by email (i) immediately upon material breach by the other Party if such breach cannot be remedied (including but not limited to breach of the confidentiality provisions herein or SEENSPIRE’s Intellectual Property Rights) (ii) or if the other Party fails to cure any material remediable breach within fifteen (15) days of receiving from the other Party a written notice by email of such breach.
- SEENSPIRE may terminate the Agreement immediately upon written notice by email in the following events:
(a) an order is made or a resolution is passed for the Customer winding up, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order against the Customer;
(b) an order is made for the appointment of an administrator to manage the Customer’s affairs, business and property, or documents are filed with a court of competent jurisdiction for the appointment of an administrator, or notice of intention to appoint an administrator is given by the Customer or Customer’s directors or liquidator;
(c) a receiver is appointed for any of Customer’s assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or a liquidator of Customer, or if any other person takes possession of or sells Customer’s assets;
(d) Customer makes any arrangement or composition with Customer creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way;
(e) Customer ceases, or threatens to cease to trade;
(f) Customer takes or suffers any similar or analogous action in any jurisdiction in consequence of debt;
(g) Customer’s voluntary bankruptcy of application for bankruptcy;
(h) Customer’s involuntary bankruptcy or application for bankruptcy not discharged within 30 days.
- SEENSPIRE may terminate the Agreement immediately upon written notice by email if a law, regulation or any other statutory provision or SEENSPIRE’s licensors, media partners or content providers or the policy of the relevant Social Media prohibit(s) the processing of Content which might adversely affect the performance of SEENSPIRE’s obligations under this Agreement or any Subscription.
- In addition to all other rights and remedies of SEENSPIRE, SEENSPIRE may terminate the Agreement immediately if SEENSPIRE discovers, in any manner whatsoever, that the Customer, or an employee or contractor of the Customer has committed (or attempted to commit) piracy, counterfeiting or any other illegal act affecting the Application for which the Customer, the Customer’s employees, or any other person given access to the Application by the Customer are responsible.
Termination for Convenience
- The Customer shall be entitled to terminate the Agreement at all times by sending an email to SEENSPIRE or the Partner, as applicable and SEENSPIRE shall be entitled to terminate the Agreement upon five (5) days written notice by email in case of a monthly Subscription and upon thirty (30) days written notice by email in case of an annual Subscription. The Agreement shall be effective (i) in case of a monthly Subscription, for the remainder of the Subscription Term during which the Subscription was cancelled and shall terminate at the end of this Subscription Term and (ii) in case of an annual Subscription, for thirty (30) days after written notice by email of termination.
- Notwithstanding the foregoing, at all times, Customer shall be entitled to immediately cancel the Trial Account by sending an email to SEENSPIRE or the Partner, as applicable, and SEENSPIRE shall be entitled to immediately terminate the Trial Account upon written notice by email.
Effects of Termination
- Termination of the subscription shall not relieve the Customer of any obligations to pay accrued interests, damages and costs. The Customer hereby expressly agrees and acknowledges that the Customer shall in no event be entitled to any refund.
- Upon termination of the Agreement for any reason:
(a) the License granted to the Customer under the Agreement shall immediately cease and all rights granted thereunder shall immediately revert to SEENSPIRE;
(b) the Customer shall immediately pay to SEENSPIRE or Partner, as applicable, all outstanding unpaid invoices and any interest accrued and in respect of Subscriptions and/or Service(s) for which no invoice has been submitted, SEENSPIRE or Partner, as applicable, may submit an invoice which shall be payable immediately on receipt by Customer. Notwithstanding the foregoing, SEENSPIRE reserves the right at any time to substitute in any of the Partner’s rights under this article 10 and to perform such rights directly towards Customers;
(c) the Customer Account and Subscription shall terminate.
- The Parties agree that the Service is provided "as is" and "as available" without any representation or warranty of any kind, express or implied, as to the Service or its operation. The Customer acknowledges and agrees that it uses the Content and/or Application and/or the Services at its sole risk.
- To the maximum extent permitted by applicable law, SEENSPIRE and its licensors, disclaim all warranties with respect of the Content or the Application, including without limitation, any implied warranties of merchantability, fitness for a particular purpose, and non-infringement; nor does SEENSPIRE make any warranty, guarantee or any representations regarding the use, or as to the results that may be obtained from the use of the Services or as to the accuracy or reliability of any Content hereunder.
- SEENSPIRE makes no warranty regarding any Content in terms of correctness, accuracy, reliability or otherwise, or regarding services purchased or obtained through the Application or any transactions entered into through the Application. SEENSPIRE shall use its best efforts to ensure (however cannot represent or warrant) that
(i) the Infotainment Content and/or Application will be accessible and error free at all times and that incidents will be corrected as soon as possible;
(ii) the Infotainment Content and/or Application are free of malicious codes or components;
(iii) the use (including the results) of the Application, Service and/or Content are true, accurate, current, timely and complete.
- SEENSPIRE hereby expressly excludes any responsibility for any claims for defamation, action to challenge the accuracy of information disseminated or a request for a right of reply.
- The entire risk arising out of the use of the Content and/or the Application and/or the performance of the Service(s) remains with the Customer. The Customer acknowledges and agrees that it shall solely be liable for the Content that it uses, including without being limited to, requesting, uploading and displaying the Content. SEENSPIRE has no responsibility with respect to the Content requested by and provided to the Customer and shall not screen such Content, however, SEENSPIRE shall in any event be entitled to remove any Content which SEENSPIRE considers at its sole discretion to be harmful, threatening, abusive, offensive, or otherwise in violation of this Agreement or any Subscription or for any other customer of SEENSPIRE.
- In Particular, the Customer acknowledges and agrees that during its use of the Content and/or Application and/or the Services, the Customer might be exposed to other Customer’s comments and/or third party content (regardless the sources) and that such comments or content might be indecent, offensive, in accurate or in any way objectionable. Parties agree that SEENSPIRE shall in no event be responsible or liable for the accuracy, usefulness safety or intellectual property or proprietary rights related to such comments or content and hereby waives any rights or remedies it might have hereto towards SEENSPIRE.
- In no event shall SEENSPIRE or its licensors or any of their officers, directors, employees, agents or affiliates be liable for any consequential, incidental, indirect, special, punitive, or other damages whatsoever (including, without limitation, damages for loss of business profits, business interruption, loss of business information, or other pecuniary loss) arising out of the Agreement or the use of or inability to use the Application and/or any Content and/or the Services, even if SEENSPIRE has been advised of the possibility of such damages. The foregoing limitations will apply to the maximum extent permitted by law.
- SEENSPIRE shall only be liable for direct damages, however, in no event shall SEENSPIRE or any of its licensors be liable for any damages in excess of the License Fees paid under the applicable Subscription giving rise to the claim for damages. For the sake of clarity, as Trial Users do not pay any License Fees, SEENSPIRE’s liability shall be limited to 1 USD. The foregoing limitations will apply to the maximum extent permitted by law.
- SEENSPIRE’s licensors, media partners, content providers and Social Media are intended third-party beneficiaries of the Agreement, and shall have the right to enforce the Agreement directly against the Customer.
- For the purposes of these Terms and Conditions, “Force Majeure” shall mean any unforeseen event which is beyond the reasonable control of the Parties or any foreseeable occurrence the consequences of which may not reasonably be avoided that arises after the date of signature of the Agreement and which prevents performance of the Agreement, in whole, or in part, by either Party.
- If an event Force Majeure occurs, the performance of the Parties’ obligations under the Agreement (except for the duty of confidentiality and any payment obligation of Customer towards SEENSPIRE or Partner, as applicable) shall be suspended for the duration of the delay caused by the event of Force Majeure and the period of performance shall be automatically extended, without penalty, for an equal period.
- The Party claiming Force Majeure shall promptly inform the other Party to this effect in writing, explaining its reasons for doing so. 14.4. If an event Force Majeure occurs, the Parties shall immediately consult with one another with a view to finding an equitable solution and shall use all reasonable efforts to minimize the consequences of the occurrence. If the conditions of Force Majeure prevail and/or the Parties have been unable to reach an equitable solution, the other Party shall have the right to terminate this Agreement pursuant to article 9.
- Each Party agrees that all business, technical, financial and other information that it obtains from the other is the confidential property of the disclosing Party (“Confidential Information”).
- Except as expressly allowed herein, the receiving Party will hold in confidence and not use or disclose any Confidential Information of the disclosing Party and shall similarly bind its employees and contractors in writing.
- Upon termination of the Agreement or upon request of the disclosing Party, the receiving Party will return to the disclosing Party or destroy (and certify such destruction) all Confidential Information of such disclosing Party, all documents and media containing such Confidential Information and any and all copies or extracts thereof.
- The duty of confidentiality in this article shall survive the termination of the Agreement.
The articles in these Terms and Conditions that are either expressly or implicitly (given their nature) intended to have effect after expiration or termination of the Agreement will continue to have effect notwithstanding expiration or termination thereof, including but not limited to articles 4, 10, 11, 12, 13 and 15 of these Terms and Conditions shall survive termination or expiration of the Agreement.
- A waiver of any right under the Agreement is only effective if it is in writing and it applies only to the Party to whom the waiver is addressed and the circumstances for which it is given.
- If there has been an express written waiver of a right following a specific failure by a Party, this waiver cannot be invoked by the other Party in favor of a new failure, similar to the prior one, or in favor of another kind of failure.
- Any failure or delay by a Party in exercising any right under the Agreement, any single or partial exercise of any right under the Agreement or any partial reaction or absence of reaction by a Party in the event of violation by the other Party on one or more provisions of the Agreement, shall not operate or be interpreted as a waiver (either express or implied, in whole or in part) of that Party’s right under the Agreement or under said provision(s), nor shall it preclude any further exercise of any such rights.
- Any waiver by SEENSPIRE asserting some or all of the present provisions must be regarded as an occasional tolerance and will in no event lead to an acquired right.
- Customer accepts that SEENSPIRE has the right to give the Customer notice via website, newsletter or email of a material change in the present Terms and Conditions and/or the Content(s) or Service(s) to which the Customer has subscribed.
- Customer’s continued use of the Content/Service(s) following the effective date of a change shall constitute Customer’s acceptance of such change.
- Whenever possible, the provisions of these Terms and Conditions shall be interpreted in such a manner as to be valid and enforceable under applicable law.
- If one or more provisions in these Terms and Conditions are found to be invalid, illegal or unenforceable, in whole or in part, the remainder of that provision and of these Terms and Conditions shall remain in full force and effect as if such invalid, illegal or unenforceable provision had never been contained herein.
Moreover, in such an event, the Parties shall amend the invalid, illegal or unenforceable provision(s) or any part thereof and/or agree on a new provision in such a way as to reflect insofar as possible the purpose of the invalid, illegal or unenforceable provision(s).
The Customer shall not, without the SEENSPIRE’s prior written consent, assign, transfer, charge, sublicense or deal in any other manner with all or any of its rights or obligations under the Agreement. If the Customer transfers Customer’s entire business (or any part thereof) to a third party, the rights and/or obligations of the Customer under the Agreement shall not pass to such a third party without SEENSPIRE’s prior written consent.
- Formal notices under the Agreement must be sent by email (unless otherwise stated in this Agreement) to the address indicated below:
- SEENSPIRE:SEENSPIRE, Entrepotkaai 11, 2000 Antwerpen, Belgium, VAT number 0662.484.462, email: email@example.com.
- The Customer: Customer’s address and e-mail address as stated in the Account Information.
- The Trial User: Trial User’s address and e-mail address as stated in its Account Information.
The Agreement constitutes the entire agreement and understanding between the Parties and supersedes and replaces all prior agreements or understandings, whether written or oral, with respect to the same subject matter still in force between the Parties.
Conflict of Terms
In the event of any conflict between the present Terms and Conditions and the terms of a Subscription, the terms of the Subscription shall prevail. The general terms and conditions of the Customer, if any, are explicitly rejected and shall not apply.
The Agreement (including the present Terms and Conditions) and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the laws of Belgium.
Any dispute about the validity, interpretation and/or enforcement of the Agreement (including the present Terms and Conditions) shall be subject to the exclusive jurisdiction of the competent courts of Antwerp, department Antwerp.