Article 1. Definitions
1.1.
In these Terms of Use, terms are given the same meaning as in the Agreement, unless expressly stated otherwise.
Article 2. Object of the Terms of Use
2.1.
These Terms of Use govern the use of the Website and the Software. These Terms of Use are binding and must be complied with by any person using the Website, regardless of whether the person is registered (hereinafter referred to as ''User'') or uses the Website as a visitor without registration (hereinafter referred to as ''Visitor'').
2.2.
Visitors will be able to view and use only part of the information on the Website and will not be able to use the Software. In any event, Visitors must comply with these Terms of Use, the Privacy Policy and all applicable laws and regulations.
2.3.
These Terms of Use may be amended or modified in whole or in part at any time without further notice. Such amendments will be posted on the Website and continued use of the Website after the amendments shall constitute a User's or Visitor's acceptance of the new Terms of Use. If a User or Visitor does not agree to these or future Terms of Use, it should not use or access (or continue to use or access) the Website and/or the Software. Any change to the Terms of Use published on the Website will apply immediately to Users and Visitors.
Article 3. Use of Website and Software
3.1.
A User must only provide accurate, complete and current information to Trackbee. Each time a User accesses and uses the Software via the Website, it must log in with the email address and password as created upon registration.
3.2.
Access to the Software shall be based on the functions, tools and capabilities of the Software chosen by User. User may upgrade or increase the functions, tools and capabilities of the Software at any time, although Trackbee shall be entitled to withdraw access to the Software at any time if User has reached certain capabilities. The functions, tools and capabilities of the Software are described on the Website, more specifically at https://www.trackbee.io. User shall owe the Fee to Trackbee based on its chosen functions, tools and capabilities of the Software.
3.3.
User shall be permitted to:
I.
upload data to the Software, more specifically to create a data link between User's e-commerce webshop and the Software;
II.
use the Software to retrieve, organise, analyse and store the data;
III.
download data from the Software as indicated in the Software.
3.4.
Trackbee shall have the right at any time to introduce new services on the Website and amend these Terms of Use accordingly. Subject to the terms of the Privacy Policy, Trackbee shall have the right to send Users email messages - via the email address provided by Users upon registration - about the Software and any new proposed services, or other relevant matters that Trackbee believes may help improve Users' experience of using the Software. These messages may include reminders, invitations, suggestions and descriptions of existing, new or future services, other important communications, as well as marketing and promotional content.
3.5.
Trackbee shall provide Visitors and/or Users with support limited to advice and consultations on the use of the Website and/or the Software. This support shall be provided in English and/or other languages in which the support team may communicate via the support form on the Website or via other support channels.
Article 4. General responsibilities
4.1.
All Visitors and Users acknowledge and agree that Trackbee has no obligation to monitor (although it has the right to do so) and therefore cannot be held responsible for any acts or omissions of Visitors and Users in relation to the Website and/or the Software and/or their compliance with applicable laws and regulations.
4.2.
All Visitors and Users are responsible for and must comply with all applicable laws and regulations regarding the use of the Website and/or the Software. Visitors and Users may not infringe the rights of third parties and/or use the identity of other companies/persons.
4.3.
All Visitors and Users acknowledge and agree that Trackbee shall not be responsible for any damages of any kind, in the broadest sense of the term, material or not, suffered by natural or legal persons and which may directly or indirectly result from actions of a Visitor and/or a User during the use of the Website and/or the Software. All Visitors and Users are themselves responsible for their actions while using the Website and/or the Software.
Article 5. Special responsibilities
5.1.
Visitors and Users undertake and declare the following:
I.
to establish a data link between the User's e-commerce webshop and the Software (if applicable) and guarantee all data and/or information resulting therefrom complies with the provisions of the Terms of Use;
II.
have the right to represent the legal entity on behalf of which they are using the Software;
III.
do not use the Website and/or the Software to carry out illegal acts or transactions or fraud;
IV.
do not copy or otherwise illegally use any information on the Website;
V.
to ensure that all information provided to Trackbee is correct.
5.2.
Visitors and Users undertake that while using the Website and/or Software they:
I.
do not infringe any proprietary or personal non-proprietary rights of Trackbee and/or third parties (including intellectual property rights);
II.
do not violate any applicable laws or regulations;
III.
do not upload any data in violation of laws and regulations or containing viruses or other computer programmes or files;
IV.
do not interfere with the (normal operation of the) Website and/or the Software;
V.
do not cause damage to Trackbee and/or its property.
5.3.
Visitors and Users undertake not to use the Website and/or the Software for illegal purposes and/or in a manner prohibited by these Terms of Use, expressly including but not limited to:
I.
use hacking or tampering software or tools, in the broadest sense of the word;
II.
use any (automated) means not provided by Trackbee to access the Website and/or the Software, in the broadest sense of the word;
III.
use the Website and/or the Software for illegal, obscene, offensive or immoral purposes, in the broadest sense of the word.
5.4.
Trackbee shall not be responsible for the use of the Website and/or the Software by Visitors and/or Users. By extension, Visitors and Users shall be solely responsible for their use of the Website and/or the Software, in the broadest sense.
5.5.
Users are responsible for maintaining the confidentiality of its passwords and accounts and are fully responsible for all activities that take place under their password or account. Users therefore undertake to immediately notify Trackbee of any unauthorised use of its passwords or accounts or any other breach of security.
5.6.
In case of breach of one or more provisions of this article by User, User shall owe Trackbee an immediately payable penalty of€ 50,000.00 (in words: fifty thousand euros) plus a penalty of € 5,000.00 (in words: five thousand euros) for each day that the breach continues. Trackbee shall be entitled to claim additional compensation if the damage exceeds the penalty amount.
Article 6. Prohibitions
6.1.
User declares and guarantees that the content of the data link between the User's e-commerce web shop and the Software in no way infringes any third-party rights, in the broadest sense of the word. User is therefore expressly prohibited from uploading data that violates the privacy of third parties. In addition, User is expressly prohibited from uploading indecent material or using the Website and/or the Software in any way that violates applicable laws or regulations or damages Trackbee's reputation in anyway.
6.2.
User is prohibited from using the Software other than for professional/business use only.
6.3.
Both Visitor and User are prohibited from unreasonably burdening the server hosting the Website and/or the Software, disrupting the operation of the Website and/or the Software and (attempting to) gain unauthorised access to any part of the Website and/or the Software.
6.4.
Further to paragraph 3, both Visitor and User are prohibited from using bots, click-farms, false click-throughs or other automated or manual techniques to mimic, simulate or otherwise generate user activity on the Website and/or the Software with the intention of creating exaggerated or misleading user activity.
6.5.
User is prohibited from modifying (the access code to) the Software, distributing it, subjecting it to reverse engineering or attempting to decipher it. User is also prohibited from selling, offering to sell and/or reselling the Software to an unauthorised third party or using theSoftware directly or indirectly for competition with Trackbee, in the broadest sense of the word.
6.6.
Trackbee further reserves the right to suspend or terminate use of the Websites and the Software without notice in the event of any breach of any of the provisions of the Terms of Use.
6.7.
Visitor and User declare that Trackbee is not responsible or liable for any data (including content and links) uploaded by Visitor and/or User to the Website and/or the Software and that Visitor and User use the Website and the Software at their own risk.
6.8.
In case of breach of one or more provisions of this article by User, User shall owe Trackbee an immediately payable penalty of € 50,000.00 (in words: fifty thousand euros) plus a penalty of € 5,000.00 (in words: five thousand euros) for each day that the breach continues. Trackbee shall be entitled to claim additional compensation if the damage exceeds the penalty amount.
Article 7. Agreement, Privacy Policy and Data Progressing Agreement
7.1.
These Terms of Use are inextricably linked to the Agreement, the Privacy Policy and the Data Processing Agreement and therefore form an inseparable whole.
7.2.
User hereby confirms that the aforementioned Agreement, Privacy Policy and Data Processing Agreement have been made available to it, that it has taken cognisance thereof and has accepted their content and validity on these Terms of Use and all further conditions.
7.3.
Between this Terms of Use and the Agreement, Privacy Policy and Data Processing Agreement, the following order of precedence shall apply In case of conflict: (i) Agreement, thereafter (ii) Terms of Use, thereafter (iii) Data Processing Agreement and thereafter (iv) Privacy Policy.
Article 8. Applicable law and dispute resolution
8.1.
Agreements to which these Terms of Use apply and further agreements ensuing therefrom will be governed exclusively by Dutch Law.
8.2.
If User is established within the European Economic Area (hereinafter: ''EEA''), all disputes arising from or relating to the Agreement and all resulting agreements between Parties to which these Terms of Use apply will be settled exclusively by the court in Overijssel, location Enschede (the Netherlands).
8.3.
If User is not established within the EEA, all disputes arising from or related to the Agreement and all resulting agreements between Parties to which these Terms of Use apply will be settled exclusively in accordance with the Arbitration Rules of the Netherlands Arbitration Institute (NAI). The arbitration tribunal will consist of one arbitrator, who will be appointed in accordance with the list procedure. The place of arbitration will be Amsterdam.The proceedings will be conducted in English and the arbitral tribunal will decide according to the rules of Dutch law.
