TERMS OF USE

Acceptance and scope:

By accessing and using this Site and the WoodWing Services (defined below) you agree to be bound by the following Terms of Use, the Privacy Policy and the Acceptable Use Policy and all terms and conditions contained and/or referenced herein or any additional terms and conditions set forth on this Site and all such terms shall be deemed accepted by you. If you do NOT agree to any of the aforementioned terms, you should NOT use this Site or the Services. If you continue to use this Site or the Services an agreement between you and WoodWing Software B.V. takes effect.

These Terms of Use may be amended by WoodWing at any time. Such amended Terms of Use shall be effective upon posting on this Site. Please check the Terms of Use published on this Site regularly to ensure that you are aware of all terms governing your use of this Site. Specific terms or Service Level Agreement may be applicable to dedicated Services. Such specific terms may supplement these Terms of Use or, where inconsistent with these Terms of Use, such specific terms will supersede these Terms of Use only to the extent that the content or intent of such specific terms is inconsistent with these Terms of Use.

You will adhere to all laws, rules and regulations applicable to your use of the Site and Services including the WoodWing Privacy Policy and the WoodWing Acceptable Use Policy.

About WoodWing

WoodWing Software B.V. is located at Ronde Tocht 1d, 1507 CC Zaandam, the Netherlands, and registered in the Chamber of Commerce in Amsterdam, the Netherlands under number 34134682, VAT number NL808.758.597B01.

Changes:

WoodWing reserves the right to make changes or updates with respect to or in the Services of the Site or the format thereof at any time without notice. WoodWing reserves the right to terminate or restrict access to the Site or Services for any reason whatsoever at its sole discretion.

WoodWing may change, discontinue or depreciate any of the Services or change or remove features or functionality of the Services from time to time. WoodWing will notify you of any material change to, or the discontinuation of the Services.

WoodWing may change, discontinue or deprecate any APIs for the Services from time to time but will use commercially reasonable efforts to continue supporting the previous version of any API changed, discontinued, or deprecated for 12 months after the change, discontinuation, or deprecation (except if doing so (a) would pose a security or intellectual property issue, (b) is economically or technically burdensome, or (c) is needed to comply with the law or requests of governmental entities).

WoodWing may change, discontinue or add Service Level Agreements from time to time.

Your Responsibilities

You are solely responsible for the development, content, operation, maintenance, and use of Your Content. For example, you are solely responsible for:

the technical operation of Your Content, including ensuring that calls you make to any Service are compatible with then-current APIs for that Service;
compliance of Your Content with the Acceptable Use Policy, the Privacy Policy, and the law;
any claims relating to Your Content; and
properly handling and processing notices sent to you (or any of your affiliates) by any person claiming that Your Content violate such person's rights.

You are responsible for properly configuring and using the Service and taking your own steps to maintain appropriate security, protection and backup of Your Content, which may include the use of encryption technology to protect Your Content from unauthorized access and routine archiving Your Content. WoodWing log-in credentials and private keys generated by the Services are for your internal use only and you may not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.

You are responsible for End Users' use of Your Content and the Service. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement by an End User, you will immediately terminate such End User's access to Your Content and the Service.

Proprietary Rights

As between you and us, you or your licensors own all right, title, and interest in and to Your Content you uploaded. Except as provided in this section, we obtain no rights under this Agreement from you or your licensors to Your Content, including any related intellectual property rights. You consent to our use of Your Content to provide the Services to you and any End Users. We may disclose Your Content to provide the Services to you or any End Users or to comply with any request of a governmental or regulatory body (including subpoenas or court orders).

You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Content and Your Submissions; (b) you have all rights in Your Content necessary to grant the rights contemplated by this Agreement; and (c) none of Your Content, or End Users' use of Your Content, or the Services will violate the Acceptable Use Policy.

As between you and us, we or our affiliates or licensors own and reserve all right, title, and interest in and to the Services. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to do the following during the Term: (i) access and use the Services solely in accordance with this Agreement; and (ii) copy and use the WoodWing application solely in connection with your permitted use of the Services. Except as provided in this section, you obtain no rights under this Agreement from us or our licensors to the Services, including any related intellectual property rights.

Neither you nor any End User may use the Services in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any End User may, or may attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Services, (b) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services, (c) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Services. All licenses granted to you in this Agreement are conditional on your continued compliance this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement.

Fees and cancellation

You can purchase access to our Services either via one of our trusted partners or directly at the published rates. For any direct purchase WoodWing collects fees and charges monthly, unless you opt for a 12 months prepaid solution. If you prepay the full 12 months period, you receive a discounted price on your order form. After each 12 months period, we'll renew your contract automatically unless you cancel.

All prices are subject to change, but we will always notify you beforehand. All fees and charges are exclusive of applicable VAT, sales tax and other taxes or duties.

The Service begins when we confirm your initial payment. Once your payment has been received by WoodWIng, that charge is final and no refund is available. Cancellation stops the charge at the start of your next billing term.

You can cancel access to our Services. Your access to the Services stops when the initial contract term terminates, e.g., when you have opted and prepaid for a month, your access to our Services will continue through the end of the month in which we receive your cancellation, and when you have opted and prepaid for a 12 months term, your access will continue through the end of the 12 months period. If you ever need to cancel, just contact Customer Support.

Services are available only to customers who are over the age of 13 at the time of purchase. You will be charged the fees stated in the order form at the time of purchase. As soon as we have received full payment, your Service will begin. You can purchase additional licenses during the one-year term for a prorated price based on the time remaining in the term. These additional licenses will co-terminate at the end of your one-year term.

Payment

All Services of WoodWing are accessible only after full receipt of the applicable prepaid fees stated at the time of purchase on your order form plus applicable tax. WoodWing Services are prepaid only and not refundable.

Suspension/termination of Services

WoodWing may suspend your access to the Site or Services immediately upon notice to you if we determine:

your or an End User's use of the Services (i) poses a security risk to the Services or any third party, (ii) may adversely impact the Services or our systems, (iii) may subject WoodWing, or any third party to liability, or (iv) may be fraudulent;
you are, or any End User is, in breach of the Acceptable Use Policy, the Privacy Policy or any other term of this agreement, including if you are delinquent on your payment obligations for more than 15 calendar days; or
you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.

If we suspend your right to access or use any portion or all of the Services:

you remain responsible for all fees and charges you have incurred through the date of suspension;
you remain responsible for any applicable fees and charges for any Services to which you continue to have access, as well as applicable data storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension;
you will not be entitled to any service credits under the Service Level Agreements for any period of suspension; and
we will not erase any of Your Content as a result of your suspension, except as specified elsewhere in this Agreement.

Indemnity

You agree to defend and indemnify WoodWing, its affiliates, subsidiaries, and each of their officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from Your Content (including software) or your breach of the terms of this Agreement. WoodWing shall provide notice to you promptly of any such claim, suit, or proceeding and shall assist you, at your expense, in defending any such claim, suit or proceeding.

No warranties

Although care has been taken to ensure the accuracy of information on this Site, WoodWing assumes no liability therefore. Information, documents and Services provided on this Site are provided "AS IS" and "AS AVAILABLE". WOODWING hereby disclaims any representations and warranties of any kind, either express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, non-infringement, title or as to operation or content.

Limitation of liability

UNDER NO CIRCUMSTANCES SHALL WOODWING OR ANY OF ITS AFFILIATES, SUBSIDIARIES, OR DIVISIONS, BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU, INCLUDING ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF INFORMATION, PROGRAMS OR OTHER DATA) THAT RESULT FROM ACCESS TO, USE OF, OR INABILITY TO USE THIS SITE OR SERVICES OR DUE TO ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH THE INTERNET, EVEN IF WOODWING WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY ACTION BROUGHT AGAINST WOODWING PERTAINING TO OR IN CONNECTION WITH THIS SITE OR SERVICES MUST BE COMMENCED AND NOTIFIED TO WOODWING IN WRITING WITHIN ONE (1) YEAR AFTER THE DATE THE CAUSE FOR ACTION AROSE.

Privacy

Protecting the privacy of our users of the Site and Services is important to WoodWing. The WoodWing Privacy Policy, as updated and amended from time to time, describes how WoodWing uses and protects personal information you provide to us.

Security

The security of information transmitted through the Internet can never be guaranteed. WOODWING DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS AS TO THE SECURITY OF THIS SITE. YOU ACKNOWLEDGE ANY INFORMATION SENT MAY BE INTERCEPTED. WOODWING DOES NOT WARRANT THAT THE SITE OR THE SERVERS, WHICH MAKE THIS SITE AVAILABLE OR ELECTRONIC COMMUNICATIONS SENT BY WOODWING ARE FREE FROM VIRUSES OR ANY OTHER HARMFUL ELEMENTS. WOODWING is not responsible for any interception or interruption of any communications through the Internet or for changes to or losses of data. You are responsible for maintaining the security of any password, user ID, or other form of authentication involved in obtaining access to password protected or secure areas of WOODWING sites. In order to protect you and your data, WOODWING may suspend your use of a site, without notice, pending an investigation, if any breach of security is suspected.

Transmission of personal data

You acknowledge and agree that by providing WoodWing with any personal information through the Site, you consent to the transmission of such personal information over international borders as necessary for processing in accordance with WoodWing's standard business practices and the applicable Privacy Policy.

Jurisdiction and governing law

These Terms of Use shall be governed by and construed in accordance with the laws of The Netherlands without regard to its principles of conflict of laws. You agree that any disputes in connection with this agreement or its enforcement shall be resolved in a court of competent jurisdiction in The Netherlands.

In the event that any provision of the Terms of Use are deemed by a court of competent jurisdiction to be invalid or unenforceable, the invalid portion of the Terms of Use shall be considered to be modified as closely as possible to the intent of WoodWing and the remainder of the Terms of Use shall remain in full force and effect.

Entire Agreement

This Agreement includes the Acceptable Use and Privacy Policy and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement.

Import and Export Compliance.

In connection with this Agreement, each party will comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Services, including your transfer and processing of Your Content, the provision of Your Content to End Users, and the region in which any of the foregoing occur.

Definitions used:

"Content" means software (including machine images), data, text, audio, video, images or other content.

"End User" means any individual or entity that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Services under your account.

"Services" means hosting, backing-up, sharing and transferring Content, tagging, adding photo thumbnails, document review, sorting, editing, sharing, searching and any other action necessary by WoodWing necessary to deliver the Services under any of the following WoodWing Cloud Service brands Swivle or Inception.

"Your Content" means Content you or any End User (a) run on the Services, (b) cause to interface with the Services, or (c) upload to the Services under your account or otherwise transfer, process, use or store in connection with your account.

Section A - Acceptable Use Policy

WoodWing respects the rights of all parties that have an interest in our products and Services. In return, we expect that End-Users will respect the rights of others and operate respectfully and will only use our products and Services in a lawful way.

As a general rule, End-User agrees not to misuse Services in any unlawful way. You will not use the Services to commit, promote, enable or facilitate unlawful or criminal acts. You will respect the rights of others, including privacy and Intellectual Property Rights. More explicitly, you will not make use, or promote use of the Services to transfer or distribute Your Content and use domain names that are unlawful, pornographic or indecent, promotes or induces the use of tobacco or illicit drugs, is related to pharmaceutical products or services, promotes racism or violence, that advocates bigotry, religious, racial or ethnic hatred, that is false, fraudulent, defamatory or misleading, infringe on the privacy or rights of others, including intellectual property rights, and/or infringe on or violate any applicable law or regulation.

You agree that you will not, and will not attempt to do any acts that may negatively affect the performance of or the Site or Services, including but not limited to the following acts:

Probe, scan, or test the vulnerability of any related system or network;
Breach or otherwise circumvent any security or authentication measures;
Access, tamper with, or use non-public areas or parts of the Services, or shared areas of the Services you haven't been invited to;
Interfere with or disrupt any user, host, or network, for example by sending a virus, worm overloading, flooding, spamming, or mail-bombing any part of the Services;
Access or search the Services by any means other than our publicly supported interfaces (for example, "scraping");
Send unsolicited communications, promotions or advertisements, or spam;
Send altered, deceptive or false source-identifying information, including "spoofing" or "phishing";
Promote or advertise products or services other than your own without appropriate authorization;
Impersonate or pretend affiliation with any person or entity or access any non-public area's of WoodWing Cloud Service;
Abuse the Services in a manner that circumvents their storage space limits;
Sell the Services or Services accounts via unauthorized channels;
Use automated or other means to create accounts in bulk or to access the Services other than by using our official interface and/or API's;
Use domain names that are offensive or contrary to public policy or generally accepted principles of morality.

Fair use

Bandwidth and (disk) storage is unlimited as long as:

It is used as an integral part of the Site;
You are not intentionally abusing Services by using excessive bandwidth or (disk) storage;
You are not violating our terms and conditions;
You are not impeding our capability to provide Services to other users.

In case of unintentional excessive use of bandwidth and (disk) storage we will contact users to find a mutually agreeable solution.

Dutch Notice and Take Down Code of Conduct

To ensure a prudent and proper procedure to process notifications and if necessary to remove Your Content from it's servers, WoodWing subscribes to the Dutch Notice and Take Down Code of Conduct ("Code") as published by the Platform Internet Security. More information about this procedure can be found here. Notifications or reports can be send to ccabuse@woodwing.com. WoodWing may decide to follow a different procedure if it decides that this is necessary.

WoodWing has the right, to it's sole discretion, to define Your Content as unwanted, to take down Your Content and to delete End-User's account, without any obligation to reimburse subscription fees. WoodWing cannot be held accountable for any damages or claims that incur as a result of taking down Your Content.