Validaide User Agreement

Version: 20170913

Welcome to Validaide. As with all other online offerings, our services are delivered within a predefined legal framework, as set out below.

 

The Validaide service is delivered to You by Validaide B.V. (hereinafter referred to as ‘Validaide’ or ‘We’), a Dutch corporation, with its registered office at Parklaan 13, Doorn, 3941 RD, The Netherlands.

You agree that by registering, accessing and/or using the validaide.com web site and the data sharing software platform (“Platform”) that is included in the web site (the “Service”) you are agreeing to enter into a legally binding contract with Validaide. If You do not agree to the terms and conditions of this contract (“Agreement”), do not access or otherwise use our Service.

 

This Agreement sets forth the terms and conditions under which Validaide agrees to grant You access to the Platform and to provide the Service as further set forth herein or in a Service Description.

You represent that you have the power and authority to enter into the terms, conditions, obligations, representations and warranties set forth in this Agreement.

If You are using Validaide as a representative of a company or legal entity, (i) You represent and warrant that you have the legal authority to enter into this Agreement on behalf of that company or entity, and (ii) the terms “You” and “Your” in this Agreement refer to your company or legal entity accepting this Agreement as well as the individual accepting this Agreement on behalf of the entity.

 

SECTION 1 DEFINITIONS

 

Account Owner” means the Registered User who is the primary contact person for the payment and billing of a given Member Company.

 

Content” means any and all information, data, software, or applications, files and other content entered, uploaded to, published or displayed through the Service.

 

Intellectual Property Rights” means all worldwide intellectual property rights, including, without limitation, copyrights, trademarks, service marks, trade secrets, patents, patent applications, and moral rights, whether registered or unregistered.

 

Login Credentials” mean any passwords, API tokens or other security credentials that enable Your access to the Service.

 

Member Company” means a company or entity that is using the Service by means of one or more Registered User(s), either through a paid Subscription or free service.

 

Member Content” means any Content published or displayed by Member Companies and their Registered Users through the Service.

 

Organization” means the entity that is accepting this Agreement.

 

Paid Member Company” means a Member Company that subscribes to a for-pay Service.

 

Personal Information” means personally identifiable information that we store and can be used to contact or identify you, such as your full name, professional e-mail address, office phone number, mobile phone number, and office location.  We may collect this information during the registration, activation and maintenance of your User Profile.

 

Services Description(s)” means any description of or information about the Service made available to You through our web site www.validaide.com or any usage or access instructions that we otherwise provide to You and which we may modify from time to time.

 

Subscription Fees” means the amount paid by a Paid User to Validaide for the Service for the Subscription Term.

 

Subscription Term” means the time period during which You are provided access to the Service, as specified when you register for the Service. The typical Subscription Term for our Service is a calendar quarter (e.g. January – March, April-June), unless specified and agreed otherwise.

 

Third Party Content” means third party data, Content, services, or applications, including open source software that You may access through the Service.

 

Third Party Terms” means the then-current version of the third-party terms applicable to any Third Party Content that you may access through the Service.

 

Registered User” means an individual that belongs to a Member Company who is registered to access the Service.

 

Usage Data” means information regarding Your use of the Service, such as information on the amount of storage resources consumed, as well as User and Location counts.

 

User Profile” means Your profile information including full name, email and other Login Credentials, provided to us by You and updated by You periodically.

 

Your Content” means any Content published or displayed through the Service by You, or Your authorized users (or otherwise through Your account). Your Content does not include Usage Data.

SECTION 2 SERVICE

 

2.1. General

  • All access to, and use of, any Services are subject to the terms and conditions of this Agreement.

  • We may deliver the Service to You with the assistance of our affiliates, licensors and service providers.

  • You undertake to comply with all laws, rules and regulations applicable to Your use of the Service, and with the Third Party Terms and the Service Descriptions.

 

2.2 Access to the Service

  • To access the Service, You must register for the Service and set up a User Profile.

  • You may access and use the Service solely for Your own benefit (or the benefit of Your Organization).

  • You shall keep your Login Credentials confidential, User Profile accurate, complete and true as long as You continue to use the Service. 

  • You agree and acknowledge that each Registered User will be identified by a Login Credentials and that these Login Credentials may only be used by one (1) individual. 

  • You are responsible for maintaining the security of your Login Credentials and may not share Login Credentials with others, including other persons within your Organization.

  • You are responsible for any use that occurs under your Login Credentials.

  • If You believe an unauthorized user has gained access to Your Login Credentials, You undertake to notify us immediately.

  • Neither we nor our affiliates are responsible or liable for any unauthorized access to or use of Your account.

  • We may collect and use Personal Information to provide the Service to you, to manage Your account, send You notifications, deliver services or information, bill You for purchased services, improve and/or develop products and services, monitor compliance and provide support. We will manage Personal Information in accordance with our Data Privacy Policy, as defined in Section 11 of this User Agreement.

  • We may generate, collect, store and use Usage Data. You agree that, as between You and Validaide, Validaide owns all such Usage Data. By way of example, we may use Usage Data to track and manage our infrastructure, network storage, and improvement and development purposes. We may further share Usage Data with our third party providers to fulfill our contractual obligations such as software license consumption and reporting. You agree that we may use, analyze, and otherwise perform any operations on or in connection with Personal Information, Usage Data and Your Content to provide the Service to which You have subscribed under this Agreement.

  • Without limiting the foregoing, unless and insofar prohibited by applicable law, we may aggregate Usage Data, Personal Information and/or Your Content such that it is not reasonably identifiable with or to You or to Your Organization which it relates (“Aggregate Data”). We may use and disclose Aggregate Data for any purpose, including statistical and analytical purposes.

SECTION 3. YOUR CONTENT

 

3.1 Creation and Management of Your content

  • You are solely responsible for the accuracy of all Your Content and undertake to keep Your Content accurate, complete and up-to-date as long as You are enabled to use the Service. 

  • You remain the owner of Your Content including the User Profile, Capabilities and materials uploaded, and you have the right to alter, amend or supplement the same at any time.

  • All Content posted by You through the Service shall comply with all applicable laws, including, without limitation, privacy laws, intellectual property laws, anti-spam laws, export control laws, tax laws, and regulatory requirements.

  • We preserve the right (but not the obligation) at our sole discretion to refuse or remove any of Your Content that is available through the Service in the event of any alleged breach of these terms and/or any applicable law or right by You or by any part of Your Content.

3.2 Sharing of Your Content

  • Our Service allows You to control with which Member Companies you share Your Content or one or more parts thereof. Validaide will not share Your Content with other Member Companies without your prior consent or instruction, except for data or information that is generally known to the public or is made generally available on the Platform. Any information generally available on the Platform is clearly marked as information that is made generally available.

  • By sharing Your Content or explicitly authorizing the share of Your Content (by means of the Platform) with another Member Company you provide the relevant Member Company as well as any of their then current or subsequent Registered Users a worldwide, perpetual, non-exclusive and irrevocable right to use Your Content in such manner as identical to the rights granted to You in article 4.1 for other Member’s Content.

  • Any and all information that is generally accessible may be made available in general on the Platform and/or may be made available to specific Member Companies and their Registered Users without Your prior approval or instruction

 

SECTION 4. ACCESS TO OTHER’S CONTENT

 

4.1. Access to Member Content

  • As part of Your use of the Service, You may be provided with access to Member Content in the same manner as referred to in clause 3.2.

  • If You access and/or in any way use any Member Content through our Service, You explicitly acknowledge and agree to do so at Your own risk. You acknowledge that both Validaide and the Member Company sharing Content with You make no representations or warranties as to the fitness for any purpose, accuracy or completeness of the Content and that you may encounter Content that might be inaccurate, incomplete, delayed, or misleading.

  • The Content shared with You by other Member Companies relates to general product and service information and is not related to any specific contracts, agreements, duties, and obligations between the Member Company and You. Any and all information is shared with You in good faith and strictly on a without prejudice basis and may not be construed as creating a legal liability, obligation, duty or responsibility on behalf of the Member Company or a waiver or diminution of any rights, defenses, warranties, immunities and limitations available to the Member Company.

  • You and the Registered Users within your Organization will consider and keep the Content shared by other Member Companies as strictly confidential and shall not disclose the Content with other parties, in whole or in part, except as far as explicitly permitted in these terms.

  • You are entitled to use Content for both internal purposes and to share the same with Your clients and their clients’ clients, provided that before sharing such Content, (i) You undertake to bind such clients and/or such clients’ clients to strict non-disclosure and (ii) You herewith acknowledge and agree that you may be held liable by the relevant Member in the event of a breach by Your client or Your clients’ client of the aforementioned confidentiality. As far as necessary, this clause is considered to be a third party clause for and on behalf of each Member sharing any Content (at any stage in time) with You.

  • Validaide does not endorse or assume any responsibility for any Member Content. You expressly relieve Validaide from any and all liability arising from Your use of any Member Content, and You agree that Validaide shall not be responsible for any loss or damage of any sort arising from or relating to Your use of any Member Content.

 

4.2 Access to Third Party Content

  • As part of Your use of the Service, You may be provided with access to Third Party Content. We make this Third Party Content available on an “AS-IS” basis without indemnification or support and disclaim all warranties of any kind (including warranties of merchantability, fitness for a particular purpose, and non-infringement), express or implied.

  • Validaide does not endorse or assume any responsibility for any Third Party Content. If You access or use any Third Party Content, You do so at Your own risk. You expressly relieve Validaide from any and all liability arising from Your use of any Third Party Content, and You agree that Validaide shall not be responsible for any loss or damage of any sort arising from or relating to Your use of any Third Party Content.

 

SECTION 5. IP OWNERSHIP AND FEEDBACK

 

5.1 Ownership of Service

  • We and our licensors own and retain all right, title and interest in and to the Service, including all improvements, enhancements, modifications and derivative works thereof, and all Intellectual Property Rights therein. This includes any information that we collect and analyze in connection with the Service, such as usage patterns, user feedback and other information to improve and evolve our products and services offerings

  • We warrant that the Platform itself does not breach any rights of third parties;

  • Your rights to use the Service are limited to those expressly granted in this Agreement. No other rights with respect to the Service or any related Intellectual Property Rights are implied.

 

5.2 Support and Feedback

  • All customer support requests should be sent to our support e-mail address support@validaide.com, and in addition may be sent to us via other support contact methods published on our web site from time to time.

  • If You provide comments, suggestions or other feedback to us regarding the Service or Validaide’s technology or business (the “Feedback”), You agree that we will be free to use any Feedback You provide for any purpose.

  • You hereby grant to us a non-exclusive, perpetual, irrevocable, royalty-free, transferable, worldwide right and license, with the right to grant and authorize sublicenses, to use, reproduce, perform, display, disclose, distribute, modify, prepare derivative works of and otherwise use the Feedback without restriction in any manner now known or in the future conceived and to make, use, sell, offer to sell, import and export any product or service that incorporates or is based in whole or in part on the Feedback.

 

SECTION 6. SUBSCRIPTION AND PAYMENT

 

  • For Paid Member Companies, the Subscription Fees related to the paid part of the Service under this Agreement are defined in the Validaide standard price list, unless mutually agreed otherwise between parties in a separate Agreement.

  • Subscription Fees shall be invoiced in advance based on the Subscription Term unless otherwise agreed in writing. The standard Subscription Term is a calendar quarter, and Subscription Fees for new and/or upgraded Services will be calculated on a pro-rated basis for the remainder of the calendar quarter. Subscription Fees do not include any applicable taxes. If Validaide is required to pay any sales, use, goods and services, value added, or other taxes in relation to Paid User's purchase, those taxes will be billed to and paid by Paid Users.

  • Invoices shall be sent to the attention of the Account Owner to the e-mail address defined by the Paid User in the Account Section of the Platform. You are responsible to keep the billing information on the Platform accurate and up-to-date.

  • Validaide will issue invoices timely and payments shall, without any withholding, deduction or set-off, be made by You within 30 days from the date of the pertaining invoice.

  • Payments for invoices under this Agreement will (unless specifically instructed otherwise by Validaide) be made to: Validaide B.V., Bank Account: NL86 TRIO 0391 1567 13 BIC: TRIONL2U.

  • We reserve the right at any time and from time to time to modify temporarily or permanently, the Service (or any part thereof) with or without notice. In addition, we reserve the right to discontinue the Service temporarily, inter alia to be able to perform maintenance on the Platform.

  • We reserve the right at any time and from time to time to modify Prices of all Services, including but not limited to monthly Subscription Fees to the Service Offer. Any price adjustments are subject to 30 day notice from us. Price Adjustments will not be applied to your then current Subscription Term, and will become applicable with your next Subscription Term. Such notice may be provided at any time by posting the changes to the Validaide web site or the Service itself.

 

SECTION 7. WARRANTY EXCLUSION

 

  • The Service is provided to you ‘AS-IS’ and ‘AS-AVAILABLE’. We and our licensors and Service Providers disclaim all warranties and conditions, whether express, implied, or statutory, including without limitation and implied warranties or merchantability and fitness for a particular purpose, title, non-infringement and any warranties arising from course of dealing or course of performance regarding or relating to the Service, the documentation, or any materials or services furnished or provided to you under this agreement. We are and our licensors and Service Providers do not warrant that the Service will operate uninterrupted or that they will be free from defects or that the Service will meet (or are designed to meet) your business requirements.

 

SECTION 8. INDEMNIFICATION

 

  • You will defend and indemnify us against any third party claim arising from or relating to: (a) Your Content; (b) any infringement or misappropriation of any Intellectual Property Rights by You, Your customers or Your suppliers; (c) violation of law by You; (d) Your use of the Service in violation of this Agreement, or (e) Your use of any Third Party Content. We will (i) provide you with notice of such claim within a reasonable period of time after learning of the claim; and (ii) reasonably cooperate in response to Your requests for assistance.

 

SECTION 9. LIMITATION OF LIABILITY.

 

  • Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF REVENUE, LOSS OF GOODWILL, BUSINESS INTERRUPTION, LOSS OF DATA; OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, UNDER ANY THEORY OF LIABILITY, AND WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE. IN ADDITION, OUR LIABILITY UNDER THIS AGREEMENT WILL NOT, IN ANY EVENT, REGARDLESS OF WHETHER THE CLAIM IS BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EXCEED THE AGGREGATE FEES YOU PAID TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO YOUR CLAIM REGARDLESS OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

 

  • Further Limitations. Any current or future licensors and service providers of us shall have no liability of any kind under this Agreement and our liability with respect to any third party software or third party content provided with the Service is subject to the indicated Limitation of Liability.

 

SECTION 10. COOKIE POLICY

  • We use cookies to improve the experience of our Service. A cookie is a simple text file that is stored on your computer or mobile device by a website’s server and only that server will be able to retrieve or read the contents of that cookie. Each cookie is unique to your web browser. It will contain some anonymous information such as a unique identifier and the site name and some digits and numbers. Cookies help provide capabilities such as remembering Your logged in status and analysis of usage to improve Your experience.

  • You can remove the Validaide cookies, although it will lessen the experience of using our Service. To manually remove the cookies, search for validaide.com and www.validaide.com in your browser privacy settings. Highlight the cookies that are shown and press delete. This will remove the cookies from your machine until the point you visit Validaide again.

 

 

SECTION 11. DATA PRIVACY POLICY

 

11.1 Data Collected

  • While using our Service, you are asked to provide certain Personal Information.

  • In addition, we may use third party services such as Google Analytics that collect, monitor and analyze data that your browser sends when using our Service (“Log Data”). This may include information such as your computer’s Internet Protocol (IP) address, browser type, browser version, the pages of our Service that you visit, the time and date of your visit, the time spent on those pages and other statistics.

 

11.2 Data Usage

  • We may use Personal Information and/or Log Data in the following ways:

    • We may share Personal Information with other Registered Users, both within your Organization and with other Member Companies, to facilitate the sharing of Content in our Service;

    • Monitoring and reporting for internal business purposes;

    • Enhancement and improvement of our Service.

  • We will NOT share Personal Information with third parties that is not already publicly available except:

    • where you have given us permission to do so;

    • the third party already has that information, or

    • as required by law.

 

11.3. Data Security

  • We practice a risk management strategy and follow industry standard practices including:

  • Our servers are firewalled and require encrypted logins to access;

  • Servers and software is regularly updated to latest versions to fix security vulnerabilities;

  • High risk vulnerabilities are patched as soon as identified and the patch is available;

  • Any passwords we collect are stored encrypted and salted.

  • However, no security measure is completely effective and Validaide cannot guarantee the complete security of users’ personally identifiable information.

 

SECTION 12. TERM AND TERMINATION

 

12.1 Terms and Reasons for Termination

  • Term of Agreement. This Agreement will commence at the point you first access the Service and will be effective for an initial Subscription Term. After the initial term (or any subsequent term) it will automatically be renewed for consecutive periods of 1 (one) calendar quarter each time, unless or until terminated at the end of the initial or any renewal period by means of 2 (two) weeks’ prior written notice.

  • Termination for Cause. We may terminate this Agreement effective immediately if You: (i) fail to timely or fully meet any payment obligation or (ii) breach any provision (other than a payment obligation) of this Agreement and don’t cure such breach within thirty (30) days after receiving an email identifying the breach from us.

  • Termination for Insolvency. We may terminate this Agreement effective immediately upon sending You an email notification of termination if You: (a) terminate or suspend your business; (b) become insolvent, admit in writing your inability to pay Your debts as they mature, make an assignment for the benefit of creditors; (c) become subject to control of a trustee, receiver or similar authority; or (d) become subject to any bankruptcy or insolvency proceeding.

 

 

12.2 Effect of Termination

  • Upon the termination of this Agreement for any reason: (a) all rights granted to you under this Agreement, including your ability to access any of Your Content stored in the Service, will immediately terminate; and (b) You must promptly discontinue all access or use of the Service.

  • Following the termination, Your Content will no longer be accessible in the Service to other Member Companies and their Registered Users, with the exception of (a) Content that has been shared by You with other Member Companies, and (b) data and information that is considered as public information and information that is marked as generally available.

  • Termination of the Service will not entitle you to any refunds, credits, or exchanges, and You will be liable for all billing fees for the remainder of the current Subscription Term at the date of termination, as well as all usage and other fees incurred up to the termination date.

SECTION 13. MISCELLANEOUS

  • Change of Terms. We reserve the right to change the terms of this Agreement and will provide You at least 30 days prior notice if we do. No changes may be made with retroactive effect. If you don't agree to these changes, you are entitled to (and your sole remedy is to) stop using the Service.

  • Force Majeure. In the event that either party is prevented from performing or is unable to perform any of its obligations under this Agreement due to any Act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, destruction of production facilities, riot, insurrection, material unavailability, unavailability or interruption of telecommunications equipment or networks, or any other cause beyond the reasonable control of the party invoking this section, and if such party shall have used reasonable efforts to mitigate its effects, such party shall give prompt written notice to the other party, its performance shall be excused, and the time for the performance shall be extended for the period of delay or inability to perform due to such occurrences.

  • Use of name and logo. Validaide may list Your Organization’s name and its standard logo in its Service and public customer lists. Other publicity regarding your Organization, such as press releases and the like, requires Your prior consent.

  • Assignment. Validaide has the right to assign this Agreement to an affiliate company (parent, subsidiary, successor to substantially all its business or other related company with more than 51% common beneficial ownership). You acknowledge and agree that you will perform any and all acts necessary to effectuate an assignment as referred to in this clause upon first request of Validaide.

  • Governing Law. This Agreement shall in all respects be exclusively governed by and interpreted in accordance with the laws of the Netherlands. Any dispute, controversy or claim arising under, out of or relating to this Contract and any subsequent amendments of this Contract, including but not limited to its formation, validity, binding effect, interpretation, performance, breach or termination, as well as any non-contractual claims, shall, if possible, be finally settled amicably by negotiation between the Parties. If the matter is not resolved through negotiation, the Parties shall attempt in good faith to resolve the dispute, controversy or claim through mediation or another Alternative Dispute Resolution (ADR) procedure. If the matter cannot be settled amicably, or resolved through mediation or ADR procedures, then the dispute, controversy or claim shall exclusively be referred to the competent courts in Amsterdam, The Netherlands.

  • Inquiries. If You have any questions about this Agreement, you can contact us as support@validaide.com

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