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END USER TERMS FLOW PARTNER AUTOMATION PLATFORM AND SERVICES 1 GENERAL. 1.1 TIE Kinetix NV or its affiliates ("TIE Kinetix", "We" or "Us") makes this Software as a Service Platform and related services ("TIE Kinetix SaaS") available to You ("You" or "Your") subject to the following terms and conditions ("Terms and Conditions" or "Agreement"). Please read these Terms and Conditions carefully. By clicking the "I agree" box as part of the registration process or by using the TIE Kinetix SaaS, You certify that you have read, understood and agree to be bound by these Terms and Conditions. 1.2 IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT COMPLETE THE REGISTRATION PROCESS AND DO NOT USE THE TIE Kinetix SaaS. 2 SCOPE OF SERVICES. 2.1 TIE Kinetix SaaS allows You to access a web application and platform and /or services whereby You are admitted to functionality enabling You to process, embed and display the “Selected Content” (as described below) on an internet accessible website or device or an IT system connected to the TIE Kinetix SaaS as the case may be. For the purpose of these Terms and Conditions, "Selected Content" may include content from You or from any Third Party (“Third Party” which includes but is not limited to Your customers, suppliers, partners or public authorities), with respect to: • specifications, confirmations, orders, deliveries, invoices or any other communication between You and a Third Party with respect to products or services of You or Third Parties or; • business information, business leads, business prospects, business related personal & contact information, information related to business processes, information and analytics related to (the use of) websites, or; • description of products, services including without limitation, part numbers, descriptions, specifications, HTML, graphics, ads, flash banners, public price catalogs, images, key selling points, user manuals, marketing materials, product tours, videos, logos, distinct brand elements, trademarks and other creative assets related to such products and services which such Third Party have provided to TIE Kinetix, and/or are otherwise publically available. 2.2 TIE Kinetix schedules regular maintenance to apply maintenance or make system changes as necessary. Consequently, the availability of (specific functionalities of) the TIE Kinetix SaaS can be limited. 3 GRANT OF RIGHTS. 3.1 Subject to any third party licenses and intellectual property, TIE Kinetix hereby grants You a limited, non-exclusive, non-transferable, non-sub-licensable, non-assignable, revocable license during the term of this Agreement to access and use the TIE Kinetix SaaS in order to use, reproduce, and (publicly) display the Selected Content on your website, device or IT System. All rights not expressly granted in these Terms and Conditions are reserved by TIE Kinetix. 4 USE RESTRICTIONS. 4.1 In the event Third Party trademarks, or other trademark related rights (“Trademark”) are included within the Selected Content, You are responsible for obtaining the applicable Trademark and logo guidelines and will at all times use the Third Party Trademarks and logo’s in accordance with such Trademark and logo guidelines. You will not use the third party Trademarks and logo’s to diminish or otherwise damage the third parties goodwill in its respective Trademarks and/or logos. 4.2 Your website, device or IT System on which you process or display the Selected Content will meet or exceed the standard of quality and performance and security requirements generally accepted in the industry and will comply with all applicable (privacy) laws, rules and regulations. 4.3 You will not use the Selected Content and/or the TIE Kinetix SaaS in connection with activities that could be deemed obscene, pornographic, excessively violent, for terrorist purposes or in any other aspect considered as unlawful. 4.4 The Selected Content is strictly limited to the TIE Kinetix SaaS and solely intended for display on Your internet connected website, device or IT System. You shall not license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the TIE Kinetix SaaS or the Selected Content in any way, without the prior permission of the third party content owner. 4.5 You shall not modify or make derivative works, software, websites or products based upon the TIE Kinetix SaaS, the Selected Content or (attempt to) reverse engineer the TIE Kinetix SaaS. 4.6 In case you do not comply with applicable (privacy) regulations or these Terms and Conditions, TIE Kinetix is entitled to limit or refuse access to the TIE Kinetix website, the TIE Kinetix SaaS or other services, without any obligation of TIE Kinetix to refund or reimburse any costs or any liability of TIE Kinetix. 5 OWNERSHIP OF INTELLECTUAL PROPERTY, UPLOADED DATA AND PERSONAL INFORMATION / PRIVACY. 5.1 You acknowledge and agree that as between You, TIE Kinetix and any Third Party content providers that (a) the third party content owners own all right, title and interest in and to their respective Selected Content; (b) TIE Kinetix owns all right, title and interest in and to the TIE Kinetix SaaS and any content generated directly by TIE Kinetix, and its trademarks, service marks, logos and other distinctive brand features used within the TIE Kinetix SaaS; and (c) TIE Kinetix will collect and its third party licensors/partners/contractors will own all generic system reporting data generated and collected through Your use of the TIE Kinetix SaaS. 5.2 The Selected Content and any related contact information, including related personal data, such as e-mail addresses and login related information (“Uploaded Data”) shall remain Your property or the property of the Third Party. TIE Kinetix acknowledges You or the Third Party’s ownership rights in such Uploaded Data. You hereby grant to TIE Kinetix a revocable, non-exclusive, royalty free, worldwide license, to store, use, reproduce, process, publish, distribute, perform and display Uploaded Data only as required by TIE Kinetix to offer and operate the TIE Kinetix SaaS for your benefit. 5.3 The TIE Kinetix Privacy Policy and Privacy Statement as published on the TIE Kinetix website, applies to the use of any TIE Kinetix website and the TIE Kinetix SaaS. In case the Selected Content can be related in any way to individuals or personal related information, You are considered as the responsible party to comply with all privacy related laws and regulations (in Europe the General Data Protection Regulations) and TIE is considered as processor only. Consequently You will be responsible to obtain permission of individuals to store and process personal related data and TIE Kinetix as processor will never sell or rent such personal data to anyone, and will never use such personal data for any purpose other than providing or marketing TIE Kinetix’ products and services or as described herein. 6 REPRESENTATIONS AND WARRANTIES. 6.1 You represent and warrant that: (a) You have the power and authority to enter into and perform the obligations under this Agreement; (b) You are in full compliance and will continue to comply with these Terms and Conditions and all applicable laws and regulations; and (c) You will not use the TIE Kinetix SaaS for any purpose other than as expressly authorized under this Agreement. 7 DISCLAIMERS. 7.1 TIE KINETIX AND ITS THIRD PARTY LICENSORS/PARTNERS/CONTRACTORS DO NOT WARRANT THAT THE TIE KINETIX SaaS OR ANY OF THE SELECTED CONTENT WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA. IN ADDITION, TIE KINETIX AND ITS THIRD PARTY LICENSORS/PARTNERS/CONTRACTORS DO NOT MAKE ANY WARRANTIES AS TO THE RESULTS TO BE OBTAINED FROM USE OF THE TIE KINETIX SaaS. THE TIE KINETIX SaaS AND SELECTED CONTENT ARE DISTRIBUTED ON AN "AS IS, AS AVAILABLE" BASIS. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE TIE KINETIX SaaS IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY POTENTIAL DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. TIE KINETIX DOES NOT MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, OR IMPLIED WARRANTIES OF MERCHANTABILITY, CORRECTNESS, COMPLETENESS OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE TIE KINETIX SaaS, THE SELECTED CONTENT, OR ANY PRODUCTS OR DATA AVAILABLE THROUGH THE TIE KINETIX SaaS. YOU EXPRESSLY AGREE THAT YOU WILL ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE TIE KINETIX SaaS, THE SELECTED CONTENT, OR ANY PRODUCTS OR DATA AVAILABLE THROUGH THE TIE KINETIX SaaS. 8 LIMITATION OF LIABILITY. 8.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TIE KINETIX AND ITS THIRD PARTY LICENSORS/PARTNERS/CONTRACTORS WILL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR BUSINESS, INTERRUPTION OF BUSINESS, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY OTHER INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF OR INABILITY TO USE THE TIE KINETIX SaaS, THE SELECTED CONTENT OR IN GENERAL IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT HOWEVER CAUSED, AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING, WITHOUT LIMITATION, UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY) EVEN IF TIE KINETIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TIE KINETIX’ AND ITS THIRD PARTY LICENSORS’/PARTNERS’/CONTRACTORS’ AGGREGATE LIABILITY FOR DIRECT DAMAGES UNDER THESE TERMS AND CONDITIONS SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100,-) IN CASE YOU ARE A RESIDENT OF THE USA AND ONE HUNDRED EUROS (€100,-) IN CASE YOU ARE A RESIDENT IN EUROPE OR ELSEWHERE. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE AMOUNT OF CONSIDERATION LEVIED UNDER THESE TERMS AND CONDITIONS. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THESE TERMS AND CONDITIONS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED. 9 MODIFICATIONS TO THESE TERMS AND CONDITIONS AND THE TIE KINETIX SaaS. 9.1 These Terms and Conditions (including the TIE Kinetix SaaS) may be modified from time to time and inform you via the TIE Kinetix website or the TIE Kinetix SaaS. TIE Kinetix may change, suspend, or discontinue all or any aspect of the TIE Kinetix SaaS at any time, including the availability of any TIE Kinetix SaaS feature, database, content, or Selected Content without prior notice or liability. After receiving notice about a change in this Agreement, Your continued use of the TIE Kinetix SaaS will constitute Your binding acceptance of these Terms and Conditions, including all changes and modifications. 10 PASSWORD AND REGISTRATION. 10.1 By entering your personal information (such as but not limited to e-mail addresses, IP-numbers, user names, passwords etc.) during the TIE Kinetix SaaS registration process, You agree your personal information will be stored on the IT systems of TIE Kinetix in order to enable TIE Kinetix to make the TIE Kinetix SaaS available to You and to inform you by e-mail or other means of (future) services or other information related to TIE Kinetix. 10.2 You agree to provide true, accurate, current, and complete information about Yourself as requested during the TIE Kinetix SaaS registration process and agree to update Your information within ten (10) days of any changes. You may not reveal Your TIE Kinetix SaaS login credentials to anyone outside of Your Company. You are responsible for maintaining the confidentiality of Your password and other information necessary to access Your account or the TIE Kinetix SaaS. 11 CONTACT AND COMMUNICATIONS. 11.1 TIE Kinetix may contact You or Your Company via e-mail, phone or postal mail to validate Your account, provide You or Your Company with information about the TIE Kinetix SaaS, Your account or to provide You or Your Company with information about special offers available only to TIE Kinetix SaaS subscribers. Moreover in order to facilitate Your use of the Third Party Selected Content during the term of this Agreement, TIE Kinetix reserves the right to provide Your Uploaded Data to the Third Party, its affiliates and customers. 12 TERM; EFFECT OF TERMINATION. 12.1 Your use of the TIE Kinetix SaaS will commence when You have accepted these Terms and Conditions or otherwise used the TIE Kinetix SaaS and shall continue until terminated as provided in these Terms and Conditions. TIE Kinetix reserves the right, in its sole discretion, to restrict, suspend, or terminate Your access to all or any part of the TIE Kinetix SaaS at any time for any reason or no reason at all without prior notice or liability. You may terminate Your use of the TIE Kinetix SaaS for any reason or no reason at all upon thirty (30) days prior written notice to TIE Kinetix. Upon termination, You shall immediately cease the use of the TIE Kinetix SaaS and delete all Selected Content from Your website, devices or IT Systems. The following provisions shall survive any termination of these Terms and Conditions: Sections 5, 6, 7, 8, and 10. 13 MISCELLANEOUS. 13.1 You may not assign your participation in the TIE Kinetix SaaS, by operation of law or otherwise, without TIE Kinetix’ prior written consent; any assignment in violation of this requirement shall be null and void. TIE Kinetix’ failure to enforce Your strict performance of any provision of these Terms and Conditions will not constitute a waiver of their respective rights to subsequently enforce such provision or any other provision of these Terms and Conditions. 13.2 The parties hereto are independent contractors and nothing contained herein or done in pursuance of these Terms and Conditions shall constitute either party as the agent or employee of the other party or constitute the parties as partners, joint ventures or franchisor and franchisee. 13.3 All notices, requests, consents and other communication under the TIE Kinetix SaaS shall be, if to You, at the email address You provide TIE Kinetix at the time You set up Your account, and if to TIE Kinetix, at info@tiekinetix.com. 13.4 If any provision of these Terms and Conditions is determined by a court or other authority having competent jurisdiction to be invalid, illegal or otherwise unenforceable, that provision shall be enforced to the maximum extent allowed so as to effect the intent of the parties and all other provisions of these Terms and Conditions shall remain in full force and effect and shall not thereby be affected or impaired. 13.5 This Agreement sets forth the entire agreement between the parties and supersedes and replaces any prior agreements or understandings of the parties as to such subject matter and shall not be amended except by a writing signed by both parties.