My Nextbase Software: End User Licence Agreement
My Nextbase Software: End User Licence Agreement
My Nextbase Software: End User Licence Agreement
IMPORTANT
Who We are and what this licence means
Protection of your data:
We may collect location data
Additional terms and conditions for certain services
Features and functions of the software
System and hardware requirements
Support
Contact Us
How You may use the Software
Changes to these terms
Software-Updates
Licence restrictions
Restrictions on permitted use
Termination Your Licence
Intellectual property rights
Responsibility
Restrictions regarding the software
Entire agreement
Which laws apply to this licence
IMPORTANT:
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- YOU MUST BE AT LEAST 18 YEARS OLD TO AGREE TO THESE TERMS - IF YOU ARE NOT AT LEAST 18 YEARS OLD, YOU MAY NOT USE THIS SOFTWARE OR ITS ASSOCIATED SERVICES NOR MAY YOU AGREE TO THESE TERMS ON BEHALF OF ANY COMPANY YOU REPRESENT.
- YOU MUST BE AT LEAST 18 YEARS OLD TO AGREE TO THESE TERMS - IF YOU ARE NOT AT LEAST 18 YEARS OLD, YOU MAY NOT USE THIS SOFTWARE OR ITS ASSOCIATED SERVICES NOR MAY YOU AGREE TO THESE TERMS ON BEHALF OF ANY COMPANY YOU REPRESENT.
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- PLEASE READ THESE LICENSE TERMS CAREFULLY BECAUSE THEY CONTAIN LEGAL OBLIGATIONS AND IMPORTANT TERMS THAT WE CONSIDER BINDING – SUCH AS OUR LIMITATIONS AND EXCLUSIONS OF LIABILITY .
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- BY CLICKING THE “ACCEPT” BUTTON, YOU AGREE TO THESE TERMS AND CONDITIONS, WHICH WILL BE BINDING ON YOU OR, IN THE CASE OF BUSINESSES, ON THE BUSINESS YOU REPRESENT.
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- IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT USE THIS SOFTWARE OR THE ASSOCIATED SERVICES, AS YOU AGREE TO THESE TERMS BY USING THIS SOFTWARE.
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- IF YOU ENTER INTO THESE TERMS IN THE UNITED STATES, PLEASE READ THE BINDING ARBITRATION CLAUSE AND CLASS ACTION WAIVER BELOW UNDER THE HEADING "WHICH LAWS APPLY TO THIS LICENSE AND WHERE YOU CAN TAKE LEGAL ACTION." THIS PROVISION AFFECTS THE RESOLUTION OF DISPUTES RELATING TO THESE TERMS.
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- We recommend that you enter into these Terms in the country of your permanent residence, as certain features and functionality are country-specific, as is the law governing these Terms. Please also read the explanation of what " we " means in the paragraph below titled "Who We Are and What This License Means," and the explanation of what " you " and " your" means in the "Purchase Authorization" bullet point at the end of this section titled "Important."
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- We grant you the right to use the Software and Documentation subject to these Terms. We do not sell the Software or Documentation to you, and you do not own it.
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- The MyNextbase software suite has several different components (e.g., "Player" (desktop application), "Connect" (mobile app), and "Cloud" (cloud-based application). Some of the terms and conditions listed in this document apply only to certain components; if so, we will clearly state this.
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- The MyNextbase Emergency SOS service requires a valid subscription (chargeable after 12 months), is not available in all countries, and has additional requirements to operate. Full details are available on our website (please see the explanation of what " our " means below, in the section headed "Who we are and what this license means") and full features, functionality, requirements, and limitations are set out in the MyNextbase Emergency SOS Service Terms of Use .
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- If you have any questions about these Terms, please contact us (please see the explanation of what “ us ” means below in the paragraph headed “Who we are and what this license means”) to discuss this before you agree to the Terms (contact details are provided below under the heading “Contacting us”).
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- If you require legal advice about these Terms, please contact your legal advisor or, if you are resident in the UK, the Citizens Advice Bureau before agreeing to these Terms.
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- We use certain terms in this License Agreement with defined meanings. Where this is the case, the term will be printed in bold the first time it is used, or we will tell you where to find the meaning of that term when it is first used in these Terms.
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- Some of the terms in this License apply only to consumers. " Consumer " means an individual who acts for purposes that are wholly or mainly outside that individual's trade, business, craft, or profession. For example, corporations are not 'consumers,' nor are individuals who use the Software or Documentation wholly or mainly for business purposes.
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- We use words such as in particular, for example, including or a similar expression , We are giving examples and these words do not limit the meaning of the words, description, definition, sentence or term that follows those words.
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- Eligibility to Purchase . If you are not a consumer, you confirm that you are authorized to bind the entity on whose behalf you are agreeing to these Terms. In this context, references to " you " and " your" refer to that entity. Otherwise, references to " you " and " your" refer to you, the individual entering into this license.
Who We are and what this license means
We are Portable Multimedia Limited (company number 04038169, England), trading as "Nextbase." Our registered office is Floor 6, 230 Blackfriars Road, London, SE1 8NW, England. In these Terms, we are referred to as " we ," " us, " or " our. "
In return for your agreement to comply with these Terms, we grant you a license to use:
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- The MyNextbase software suite (including “Player” (desktop application), “Connect” (mobile app) and “Cloud” (cloud-based application), together with the (“ Software ”) and any updates or additions thereto, and
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- The associated electronic documentation and materials (for example, operating instructions and user manuals) (“ Documentation” ) .
Protection of your data:
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- Under data protection laws, we must inform you about who we are, how and for what purposes we process your personal data, what rights you have in relation to your personal data and how you can exercise those rights.
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- This information is available at privacy policy we recommend you read it.
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- Please be aware that the transmission of data over the Internet can never be completely secure and that any message or information you send to us using the Software or any related service could be read or intercepted by others, even if we specifically state that a particular data transmission is encrypted.
We may collect location data
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- Certain services accessible through the MyNextbase software (for example, the MyNextbase Emergency SOS service) use location data transmitted from your devices. Please see our privacy policy for details.
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- All location data is processed in accordance with our privacy policy.
We may collect technical data about Your PC, laptop, phone and devices
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- By using the Software and Documentation, you consent to our collection and use of technical information about the devices on which you use the Software and Documentation, as well as related software, hardware, and peripherals, to improve our products and software and to provide services to you. This information and data will be used in accordance with our privacy policy.
Additional terms and conditions for certain services
In addition, the following services are subject to and governed by additional terms of use:
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- MyNextbase Emergency SOS service (accessed via the MyNextbase Connect App)
- MyNextbase Cloud service
Details of the terms and conditions applicable to the above services can be found on our Our website
The App store terms and conditions also apply
Uses of the MyNextbase Connect App and associated documentation may be subject not only to the terms and conditions set forth in this License, but also to the terms and policies of an app store.
If You have downloaded the MyNextbase Connect App from the:
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- Apple App Store, tthe Apple App Store terms and policies also apply to you: https://www.apple.com/legal/
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- If you have downloaded the app from the Google Play Store, the Google Play Store terms and policies also apply to you: https://play.google.com/intl/en-Us_Us/about/play-terms/index.html
In the event of any conflict between the two sets of terms, the relevant App Store rules and guidelines will, to the extent of such conflict, prevail over these Terms solely in connection with your use of the MyNextbase Connect App. These Terms will continue to govern to the extent of any conflict and will continue to apply to your use of all other components of the Software and Documentation.
Features and functions of the software
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- For full details on features, functionality requirements and limitations of the MyNextbase software, please visit Our website.
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- Important: The MyNextbase Emergency SOS service (accessible via the MyNextbase Connect app) requires a valid subscription (chargeable after 12 months), is not available in all countries and has additional requirements to operate - full details of these can be found on Our website and details of the full features, functionality, requirements and restrictions can be found in the MyNextbase Emergency SOS Terms of Use .
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- Because the Software and Documentation are provided to you free of charge, they are provided "as is." This means, for example, that we make no representations that the Software or Documentation will be of satisfactory quality, fit for a particular purpose, or as described.
System and hardware requirements
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- To function the MyNextbase software suite requires:
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- To use the MyNextbase Connect App: Android 5.1 or IOS 12.1 or newer operating system; and
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- for using the MyNextbase Player desktop application and MyNextbase Cloud:
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- the latest version of a common internet browser; and
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- the latest one or two previous versions of the Windows or MAC OS operating system (as updated from time to time).
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- Additionally, the MyNextbase Connect app requires the following to function:
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- That the MyNextbase Connect app is open on the respective smartphone and
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- The respective smartphone has Wi-Fi or call and data functionality (including roaming if applicable).
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- Additionally, the MyNextbase Player desktop software requires the following to function:
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- That the computer or device from which the MyNextbase software suite is accessed has Wi-Fi access to be fully functional.
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Software, support and how to report a problem. If you'd like to learn more about the software or are having problems using it, please see support resources.
Contact Us:
If you wish to contact us for any reason (for example, if this license requires you to give us formal notice), please email or write to our Customer Relations team or call us:
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- In the United Kingdom:
- email: support@nextbase.com;
- write to Us at Nextbase Product Support Centre, Unit 2 Caerphilly Business Park, Caerphilly, CF83 3ED; or
- call us at +44(0) 2920 866 429.
- In the United Kingdom:
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- In all other countries, please use our local address as indicated on Our website:
We will confirm receipt of your letter or email promptly, normally by email.
How We will communicate with You. If we need to contact you, we will do so by phone, email, text message, in-app notification, or postage-paid mail using the contact details you have provided us.
How You may use the Software, including the number of devices on which you may use it
In return for agreeing to comply with these terms You may:
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- Install, download or stream and use one copy of the Software (and any updates issued for the Software) on (a) one PC or laptop and (b) one mobile device,
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- View, use and display the Software on the devices permitted under the above paragraph solely for your personal domestic use (non-business, non-commercial, not for resale) (if you are a consumer) or for your internal business purposes (if you are not a consumer) and (regardless of whether you are a consumer or a business) not for any commercial exploitation or for any commercial purpose,
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- use any documentation to support your permitted use of the Software as described above;
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- provided that you comply with the license restrictions set forth in this License, make up to one copy of the Software and Documentation for backup purposes (provided that, when making such copies, you agree not to remove our copyright notices from them),
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- receive and use free supplemental software code or updates to the Software that we may make available to you or generally available from time to time.
You may not transfer the Software to any other person
We grant you a personal right to use the Software and Documentation as set forth in this License.
Unless you obtain our prior written consent (which, if you are a consumer, we will not unreasonably withhold or delay), you may not transfer the Software or Documentation (or any part thereof) or your rights to use them to any other person, whether for money, otherwise, or free of charge.
If you sell a PC, laptop, phone or device on which the Software or Documentation is installed, you must remove the Software and Documentation before selling it unless you obtain our prior written consent to leave it installed.
Changes to these terms and conditions
We may need to change these Terms to reflect changes in law or best practice, to reflect additional features we introduce, or to reflect changes to our business or the terms on which we intend to make the Software or Documentation available.
We will notify you of any changes by sending you an email, push message, or in-app notification with details of the change, or by notifying you of a change the next time you access the Software or open the Documentation.
If you do not agree to the notified changes, you may not continue to use the Software and Documentation and you must discontinue use of the Software and Documentation from the time such changes become effective.
By continuing to use the Software or Documentation, you agree to such changes to these Terms.
Software-Updates
From time to time, we update the software, for example to improve performance, add functionality, reflect changes to operating systems, or address security issues.
If you choose not to install these updates or have disabled automatic updates, you may not be able to continue using the software or documentation unless and until you install the respective update(s).
If the PC, laptop, phone or device you are using belongs to another person
If you download or stream the Software to a PC, laptop, phone or other device that does not belong to you, you must obtain permission from the owner to do so.
Unless you represent a company (in which case the company will be responsible for compliance with these Terms), you are responsible for compliance with these Terms whether or not you own the PC, laptop, phone or other device.
We are not responsible for links to other websites
The software or documentation may contain links to other, independent websites not provided by us. Such independent websites are not under our control, and we are not responsible or liable for their content, terms and conditions of use/purchase, or their privacy policies (if any), and we have neither reviewed nor endorsed them.
If you use and/or purchase from these independent websites, such use/purchases are subject to separate terms and conditions between you and the respective owner/operator of the website in question.
You must make your own independent assessment as to whether you wish to use these independent websites and purchase the products or services offered on these websites.
License restrictions
You agree:
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- (except as permitted by applicable law) not to rent, lease, sublicense, transfer, make available or otherwise make available the Software or the Documentation in any form, in whole or in part, to any person without our prior written consent,
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- (except as may be permitted by applicable law) not to copy the Documentation or the Software, except for one backup copy of the Software made by you as permitted under these Terms,
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- (except as permitted by applicable law) not to translate, combine, adapt, vary, alter or modify the Documentation or the Software, in whole or in part, nor to permit the Software or any part thereof to be combined with or incorporated into other programs, except as necessary to use the Software on devices as permitted under these Terms,
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- not to disassemble, decompile, reverse engineer, create derivative works based on all or any part of the Software, or attempt to do any of the foregoing, except to the extent necessary to be permitted by applicable law (“ Permitted Operation ”), and provided that the information obtained during such operations:
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- not be disclosed or communicated without our prior written consent to any third party to whom such disclosure or communication is not necessary to carry out the permitted operation, and
- not be used to develop software that is substantially similar in expression to our software,
- be kept safe and
- be used exclusively for the permitted operation,
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- comply with all applicable technology control and export laws and regulations applicable to the Software and Documentation and to technology used or supported by the Software or any related service,
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- not to make the Software or the Documentation (whether in whole or in part) available to any other person without our prior written consent.
Restrictions on permitted use
She:
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- must comply with all applicable traffic regulations and road safety laws when using the MyNextbase Connect App,
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- You may not use the Software or related services unlawfully, for any unlawful purpose, or in any manner inconsistent with this License, or act fraudulently or maliciously, for example, by hacking the Software, related services, or an operating system, or by introducing malicious code such as viruses or other harmful data into the Software, related services, or an operating system,
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- must not infringe our intellectual property rights or those of any third party in connection with your use of the documentation, the software or any related service,
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- not transmit any material that is defamatory, offensive or otherwise objectionable in connection with your use of the Software or any related service
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- not use the Software or any related service in any manner that could damage, disable, overburden, impair, or compromise our systems or security, or disrupt other users, and
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- collect or harvest any information or data from any software (or related service) or our systems, or attempt to decipher any transmissions to or from the servers running the software.
Termination of your License
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- We may terminate the license granted under these Terms immediately upon written notice to you if you persistently breach this License or if you materially breach it (for example, misuse of our intellectual property rights would be considered a material breach of this License by you, as would a breach of the restrictions on permitted use set out above).
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- We may terminate the license granted under these Terms for any reason not covered by the above paragraph upon at least 14 (fourteen) days' written notice. We will not terminate this license without good cause on this basis.
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- If we terminate this licence:
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- all rights granted to you under this license will terminate upon termination,
- You must cease all activities authorized under this License upon termination and
- You must promptly delete or remove the Software and Documentation from all devices in your possession, custody, or control and promptly destroy all copies of the Software and Documentation and certify to us that you have done so.
Intellectual property rights:
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- You agree that all intellectual property rights in the Software and the Documentation and related services worldwide are owned by us or our licensors.
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- You agree that the rights in the Software and Documentation are licensed (not sold) to you subject to the terms of this License.
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- You agree that you are granted a license to use the Software and Documentation on a non-exclusive basis, meaning that we will grant similar licenses to other persons.
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- You agree that you have no intellectual property rights in or to the Software or Documentation, except for the right to use them in accordance with these Terms.
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- You have no rights to access the Software in source code form.
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- You grant us a worldwide, royalty-free, sub-licensable license to use the data (including, for example, any content and videos uploaded by You), information and documentation that you use or upload with or to the Software, in each case:
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- for the purpose of making available, running, analyzing, and improving the Software and Documentation. This license is perpetual and irrevocable (subject to any data protection rights you may have), and
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- provided you have expressly consented to use such content and videos for publicity, marketing, and promotional purposes. This license is perpetual and irrevocable (subject to any data protection rights you may have).
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Our liability for any loss or damage you suffer if you entered into these Terms in the USA:
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- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INCIDENTAL, SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS OR LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, LOSS OF PRIVACY, CORRUPTION, DAMAGE, OR LOSS OF DATA OR PROGRAMS, FAILURE TO PERFORM ANY DUTY INCLUDING A STATUTORY DUTY, DUTY OF GOOD FAITH, OR DUTY OF REASONABLE CARE, DUE TO NEGLIGENCE, ECONOMIC DAMAGES AND ANY OTHER PECUNIARY LOSS OR OTHER LOSSES OF ANY KIND) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR INABILITY TO USE THE SOFTWARE OR DOCUMENTATION, OUR PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THESE TERMS, REGARDLESS OF THE CAUSE AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS ANY CLAIM FOR DEATH OR PERSONAL INJURY. IN ADDITION, IF ANY DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS IN THIS AGREEMENT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, SUCH DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS WILL NOT APPLY TO YOU, AND YOU WILL CONTINUE TO BE BOUND BY ALL OTHER DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS.
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- PLEASE ALSO READ THE LIMITATIONS AND EXCLUSIONS IN THE “ENTIRE AGREEMENT” SECTION BELOW.
Our liability for loss or damage suffered by you if you are a consumer ( except for persons who entered into these Terms in the USA, to whom the provisions in the paragraph above entitled "Our liability for loss or damage suffered by you if you entered into these Terms in the USA" apply):
We are liable to consumers for foreseeable losses and damages caused by us:
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- If you are a Consumer and we fail to comply with these terms, We are responsible for lfor any loss or damage you suffer that is a foreseeable result of our breach of these Terms. However, we are not responsible for any loss or damage that is not foreseeable.
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- Loss or damage is foreseeable if it is obvious that it will happen or if both we and you knew at the time you accepted these Terms that it might happen
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- Because the Software and Documentation are provided to you free of charge, our total liability to you for all losses and claims arising out of or in connection with these Terms and your use of the Software and Documentation, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will under no circumstances exceed a total of £10,000 (ten thousand pounds).
We do not limit or exclude our liability to consumers where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents, or subcontractors, or for fraud or misrepresentation.
When We are liable for damage to your property if you are a Consumer:
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- If faulty digital content we have supplied damages a device or digital content belonging to you and you are a consumer, we will either repair the damage or pay you compensation.
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- However, we are not liable for damages that you could have avoided if you had followed our recommendation to install an update offered to you free of charge, nor for damages that result from your failure to correctly follow our installation instructions or from your failure to meet the minimum system requirements recommended by us.
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- Because the Software and Documentation are provided to you free of charge, our total liability to you for all losses and claims arising out of or in connection with these Terms and your use of the Software and Documentation, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will under no circumstances exceed a total of £10,000 (ten thousand pounds).
We are not liable to Consumers for business losses.
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- The Software and Documentation are intended for use by consumers solely for personal, domestic use (non-business, non-commercial, not for resale).
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- If you are a Consumer and you use the Software or Documentation for a commercial purpose, business purpose, or resale purpose, we will not be liable to you for any (i) loss of profits, (ii) business loss, (iii) business interruption, (iv) loss of business opportunity, or (v) any special, indirect, or consequential loss (being losses that do not fall within the description of foreseeable loss as set out in the paragraph "We are liable to consumers for foreseeable loss and damage caused by us" above).
Our liability for loss or damage suffered by you if you are not a consumer (other than for persons who entered into these Terms in the US, to whom the paragraph above entitled "Our liability for loss or damage suffered by you if you entered into these Terms in the US" applies):
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- Nothing in these terms limits or excludes our liability for:
- death or personal injury caused by Our negligence;
- fraud or misrepresentation by misrepresentation
- any other matter that which cannot be or limited or excluded under English law.
- Nothing in these terms limits or excludes our liability for:
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- Under no circumstances will we be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with these Terms or your use of the Software and Documentation, for:
- loss of profits, sales, business, or revenue;
- loss or damage to data, information or software;
- loss business opportunity;
- loss of anticipated savings;
- Goodwill loss;
- indirect loss or damages;
- consequential loss or damage; or
- specific losses or damages.
- Under no circumstances will we be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with these Terms or your use of the Software and Documentation, for:
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- Our other liability to you:
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- Because the Software and Documentation are provided to you free of charge, we hereby exclude (to the maximum extent permitted by law) liability for all losses and claims arising out of or in connection with these Terms and your download, installation and use of the Software and your use of the Documentation, whether in contract, tort (including negligence), breach of statutory duty or otherwise.
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- If the above exclusion is found by a court of competent jurisdiction to be invalid or unenforceable for any reason, our total liability to you for all losses and claims arising out of or in connection with these Terms and your use of the Software and Documentation, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall in no circumstances exceed a total of £10,000 (ten thousand pounds).
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Restrictions regarding the software.
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- The software and documentation are provided for use in connection with our products and for general information
- The software and documentation are provided for use in connection with our products and for general information
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- The Software and Documentation do not provide advice on which you should rely. You must seek professional or specialist advice before taking, or refraining from, any action based on information in the Software and Documentation.
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- Although we make reasonable efforts to update the information provided by the Software and Documentation, we make no representations, warranties, or guarantees, whether express or implied, that such information is accurate, complete, or current.
Please back-up your content and data. We recommend that you regularly back up your content and data on your devices, both before, during, and after installing, accessing, and using the Software. It is important that you do this for your own protection in the event of any issues with the Software, as we assume no liability for the backup of your content and data.
Check if the software is suitable for you . The software was not developed to meet your individual requirements. Please check whether the features and functions of the software (as described on our website ) meet your requirements.
We accept no liability for events beyond our control:
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- If our provision of the Documentation or Software or support for the Software is delayed or unavailable due to an event beyond our control, we will notify you and take steps to minimize the effects of the delay.
- If our provision of the Documentation or Software or support for the Software is delayed or unavailable due to an event beyond our control, we will notify you and take steps to minimize the effects of the delay.
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- Subject to this, we shall not be liable for any delays caused by this event.
We may transfer this license to someone else
We may transfer our rights and obligations under these Terms to another organization. We will always notify you in writing if this happens, and we will ensure that the transfer does not affect the rights of consumers under this License.
You need our permission to transfer your rights to another person
You may not transfer your rights or obligations under these Terms to another person without our prior written consent.
Third parties have rights under this Agreement (Third Party Rights)
This agreement is between you and our company. Third parties are authorized to impose terms only within the scope of the provisions of the following paragraph.
Limitations and exclusions may apply to certain third parties:
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- The limitations and exclusions set forth in this Agreement inure to the benefit of all licensors and service providers engaged with respect to our Software and Services. This includes, for example, any third party that licenses our Software, as well as any platform providers and service providers engaged by us to provide the Software and perform the Services.
The following applies to licensors and service providers as described in paragraph above:
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- You are entitled to rely on and enforce the limitations and exclusions set out in this Agreement (e.g., paragraph We are liable to consumers for foreseeable losses and damages caused by Us) as if you were a party to this Agreement; and
- They shall be deemed third-party beneficiaries of this Agreement with the right to directly enforce the exclusions and limitations contained in this Agreement as if they were parties to it.
Neither you nor we require the consent of any other person to terminate this Agreement or to make any changes to these Terms.
Important information:
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- This paragraph (Third Parties Have Rights Under This Agreement (Third Party Rights)) is an important paragraph of this Agreement, without which we would not have entered into this Agreement or been bound by its terms;
- This paragraph (Third parties have rights under this Agreement (Third Party Rights)) constitutes an irrevocable third party provision within the meaning of Dutch law.
- For the purposes of Dutch law, the third party provision set out in this paragraph (Third parties have rights under this Agreement (Third Party Rights)) is for the benefit of and enforceable by the relevant third parties mentioned, provided that the parties exclude the applicability of Sections 6:254 paragraph 1, 6:255 and 6:256 of the Dutch Civil Code.
If a court any part of this agreement to be unlawful, the remainder of the agreement will remain in effect
Each of the provisions of these Terms and Conditions operates separately. If any court or competent authority finds any of them to be illegal or unenforceable, the remaining provisions will remain in full force and effect.
Even if we do not enforce this agreement immediately, we may enforce it at a later date
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- Even if we do not enforce this agreement immediately, we may enforce it at a later date
- Even if we do not enforce this agreement immediately, we may enforce it at a later date
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- If we do not require you to take any action required by these Terms immediately, or if we delay in taking steps against you because of your breach of this Agreement, that will not prevent you from taking that action and will not prevent us from taking steps against you at a later date.
- Entire agreement
For persons who have not entered into these Terms in the United States:
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- This paragraph does not apply to you if you are a consumer.
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- If you are not a Consumer:
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- These Terms constitute the entire agreement between you and us relating to your use of the Software and Documentation and supersede and extinguish all prior agreements, representations, promises, warranties, representations and understandings between us, whether written or oral, relating to their subject matter.
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- You acknowledge and agree that in entering into this license:
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- the software and documentation are provided without warranty,
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- we make no representations, warranties, undertakings, conditions or obligations in connection with the Software or the Documents other than those expressly set out in these Terms,
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- any representation, promise, undertaking, condition, or warranty that might be implied or implied by statute, common law , or otherwise in these Terms is excluded to the fullest extent permitted by law. For example, we assume no liability for ensuring that the Software and Documentation are suitable for your purposes.
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- You will not rely on any statement, representation, undertaking or warranty (whether made innocently or negligently) which is not set out in these Terms and Conditions, and
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- neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these terms.
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For persons who entered into these terms in the United States:
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- THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND WE MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THEIR USE OR PERFORMANCE. EXCEPT FOR ANY WARRANTY, CONDITION, REPRESENTATION OR CLAUSE THE SCOPE OF WHICH CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW, WE MAKE NO WARRANTY, CONDITION, REPRESENTATION OR CLAUSE (EXPRESS OR IMPLIED, WHETHER BY STATUTE, COMMON LAW, CUSTOM LAW OR OTHERWISE) WITH RESPECT TO ANY MATTER, INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT, MERCHANTABILITY, SATISFACTORY QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME ALL ERRORS AND THE ENTIRE RISK AS TO PERFORMANCE AND RESPONSIBILITY FOR THE SELECTION OF THE SOFTWARE AND DOCUMENTATION TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE AND RESULTS OBTAINED FROM THE SOFTWARE AND DOCUMENTATION. WITHOUT LIMITING THE FOREGOING, THE RIGHTSHOLDER MAKES NO REPRESENTATION OR WARRANTY THAT THE SOFTWARE AND DOCUMENTATION WILL BE ERROR-FREE, UNINTERRUPTED, OR FREE FROM ANY OTHER DEFECTS, OR THAT THE SOFTWARE AND DOCUMENTATION WILL MEET ALL OR ANY PART OF YOUR REQUIREMENTS, WHETHER OR NOT DISCLOSED TO US.
Which laws apply to this licence and where you can file a lawsuit
:If you are a consumer who entered into these Terms outside the United States:
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- This License is governed by English law, and you may bring legal proceedings in respect of this License, the Software, and the Documentation in the English courts.
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- If you live in Scotland, you may bring legal proceedings relating to this License, the Software, and the Documentation in either the Scottish or English courts.
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- If you live in Northern Ireland, you may bring legal proceedings relating to this License, the Software, and the Documentation in either the Northern Irish or English courts.
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- Except as described above, if you are a consumer who entered into this License in the European Economic Area, these Terms will be governed by the laws of the country within the European Economic Area in which you entered into this License, and you may bring legal proceedings with respect to this License, the Software, and the Documentation in the courts of that country as well as in your country of residence within the European Economic Area.
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- Except as described above, if you are a consumer, this License is governed by the laws of the country in which you entered into this License, and you may bring legal proceedings with respect to this License, the Software, and the Documentation in the courts of that country as well as in the courts of your country of permanent residence.
- Except as described above, if you are a consumer, this License is governed by the laws of the country in which you entered into this License, and you may bring legal proceedings with respect to this License, the Software, and the Documentation in the courts of that country as well as in the courts of your country of permanent residence.
If you are not a Consumer and these Terms are not entered into in the United States :
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- These Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes and claims) shall be governed by and construed in accordance with English law.
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- We both irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, their subject matter or their formation (including non-contractual disputes and claims).
- We both irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms, their subject matter or their formation (including non-contractual disputes and claims).
If You entered in to these terms in the United States:
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- These Terms are governed by the federal laws of the United States and the laws of the State of Delaware, provided, however, that the laws of the U.S. state in which you reside will govern claims subject to state consumer protection, unfair competition, or similar laws, to the extent required by law. To the fullest extent permitted by law, you and we hereby expressly agree to waive any right to a jury trial in connection with these Terms.
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- You and we agree to submit to the exclusive jurisdiction of Delaware for the resolution of any dispute, claim, or controversy arising out of or in connection with these Terms that is not subject to mandatory arbitration as set forth below.
- You and we agree to submit to the exclusive jurisdiction of Delaware for the resolution of any dispute, claim, or controversy arising out of or in connection with these Terms that is not subject to mandatory arbitration as set forth below.
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- CLASS ACTION WAIVER AND BINDING ARBITRATION AGREEMENT
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- Arbitration Agreement . If you entered into these Terms in the United States, this clause applies to you. If any dispute, claim, or controversy of any kind relating to any of our products, services, or any other aspect of these Terms arises between you and us, and the parties are unable to resolve the dispute informally within a reasonable time, YOU AND WE HEREBY AGREE TO RESOLVE THE DISPUTE BY BINDING INDIVIDUAL ARBITRATION before the American Arbitration Association ( AAA) pursuant to the Federal Arbitration Act ( FAA), rather than litigating in court before a judge or jury.
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- Class Action Waiver. Any proceedings, including, but not limited to, class actions, class arbitrations, private actions before the Chief Prosecutor, or the combination of individual actions without the consent of all parties, are prohibited. By agreeing to this Agreement, you agree not to initiate or participate in any of the above-mentioned class or multi-party proceedings, and any action brought by you and any relief awarded to you, if any, must be brought on an individual basis as provided in this clause. If a court finds that applicable law precludes the enforcement of any of the limitations in this paragraph with respect to a particular legal claim, that claim (and only that claim) will be severed from the arbitration and may be pursued in court. If this paragraph is found to be unenforceable, then this entire class action waiver and this entire binding arbitration agreement will be null and void.
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- Exceptions. Notwithstanding anything to the contrary above, nothing in this Agreement will waive a party's rights to (1) bring an individual lawsuit in U.S. Small Claims Court, (2) bring an individual lawsuit seeking only preliminary, temporary, or injunctive relief in a court of law pending a final decision by the arbitrator, or (3) report problems to federal, state, or local authorities (and such authorities may seek relief on a party's behalf, as permitted by law). In addition, this Class Action Waiver and this Binding Arbitration Agreement do not require arbitration of any disputes relating to the enforcement or validity of your or our intellectual property rights (or those of your or our licensors).
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- Conduct of Arbitration. In the event of binding individual arbitration between the parties, a neutral arbitrator will decide the matter and the arbitrator's decision will be final, except to the limited extent permitted by the FAA, and the arbitrator will have exclusive authority to make decisions within his/her own jurisdiction, including decisions concerning the existence, scope, or validity of this Agreement or the arbitrability of any claim or counterclaim. Arbitrations under these Terms will be conducted under the AAA Consumer Arbitration Rules (or if you are not a consumer covered by this provision, the AAA Commercial Arbitration Rules) or equivalent rules then in effect, except as modified by these Terms. Arbitration hearings will take place in the county or municipality of your residence, unless the applicable AAA Arbitration Rules provide for a telephonic hearing and/or a solely documentary hearing under the circumstances. The arbitrator shall issue a reasoned written decision that adequately explains the essential findings and conclusions on which the decision and award, if any, are based.
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- AAA Arbitration Rules; Fees. The AAA Arbitration Rules, along with instructions for initiating arbitration, are available at www.adr.org , and you can contact the AAA at 1-800-778-7879. If you are required to pay a filing fee in connection with the arbitration, we will refund the filing fee unless your claim is for an amount exceeding $10,000. We will cover any other applicable arbitration fees or arbitrator's fees that exceed the fees you would have paid in court. We will pay that portion of such fees or amounts above the fees you would have paid if you had litigated in court.
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- Survive. This class action waiver and binding arbitration agreement will survive termination of these Terms and any license granted hereunder.
- Survive. This class action waiver and binding arbitration agreement will survive termination of these Terms and any license granted hereunder.
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