Adgenda B.V. is a Dutch company with private limited liability, having its registered address at Grieglaan 11 4837 CB in Breda, The Netherlands, hereinafter also referred to as “we”, or “our”.
We have developed an innovative platform for creating, managing, and executing Insertion Orders. Our platform is accessible online under the software-as-a-service (SaaS) model.
This End-User License Agreement (“EULA”) is a legal agreement between you (authorized user of the platform) and Adgenda for the use of the platform. Please review the terms of this EULA carefully. If you don’t want to (or cannot) agree to the terms of this EULA, we ask you to not (continue to) use the platform.
1.1 If you accept this EULA on behalf of a business, you represent and guarantee that you have the authority to bind that business to this EULA. This EULA governs your use of the platform. Deviating and/or supplementary agreements must be made in writing and only apply to the part of the agreement for which the deviating agreement has been made. Your general terms and conditions are hereby expressly rejected by us and do not apply to this EULA.
2.1 We may change the terms of this EULA from time to time. We will notify you (by email or via the platform) and allow you to review the new terms before they go into effect (unless the changes are required by applicable laws or regulations or are of minor importance). By continuing to access or use our platform after those updated terms are in effect, you agree to be bound by our revised terms. If you don’t accept a change to the terms of this EULA, you must stop using our platform immediately.
3.1 The platform is owned by Adgenda B.V. and is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. All intellectual property rights in the platform and in all other material and information made available by us are vested in us or our licensors. The platform may contain open- source software tools. These tools shall be subject to the relevant open-source license terms. We grant you a limited, non-exclusive, non-transferable, revocable, and non- sublicensable right to access and use the platform solely for its intended business purposes during the term of this EULA, subject to your compliance with all terms herein. This license does not include any access, escrow, or other rights to the source code of the platform or third-party products.
4.1 Please note that some of the content and data that you share or upload on the platform (“customer content”), can be protected by intellectual property rights (copyright, trademark, etc.). You shall not share or upload any customer content that violates laws, official requirements, or the rights of third parties. You indemnify us against all claims of third parties connected to intellectual property rights in the customer data provided by you to us. You also hereby grant us a royalty-free, non- transferable, sub-licensable, non-exclusive, worldwide right to use and process customer content solely to provide to you our platform and any other activities expressly agreed to by you. You consent to the anonymous analysis of customer content to improve the platform, security, and user experience.
5.1 Unless agreed otherwise, the platform is provided without maintenance or support. We may, however, at our discretion, grant updates and new releases or choose to provide you with technical support.
6.1 You agree to use the platform in compliance with all applicable laws and regulations and to assume full responsibility for any actions or decisions made or based on your use of the platform. By using our platform, you agree to indemnify, defend, and hold harmless Adgenda, its affiliates, and their respective directors, officers, employees, and agents from and against any third-party claims, damages, costs, expenses (including reasonable attorneys’ fees), losses, or liabilities arising from (i) your use or misuse of the platform, (ii) your violation of this EULA, or (iii) your violation of any applicable laws or third-party rights.
7.1 The platform should only be used for its intended purpose. Reverse engineering, decompiling, disassembling, or reproduction of the platform is prohibited, except to the extent such restriction is not permitted under mandatory applicable law. You agree not to use the platform in any way that could harm our reputation or relationship with our customers, partners, or vendors.
8.1 The platform is provided ‘as is’ without warranty of any kind, except for warranties that cannot be excluded under mandatory Dutch law. Updates and new releases are also provided ‘as is’. This means that we are not making any promises to you about the standard, safety, or quality of the platform beyond what is required by law, or that the platform will be uninterrupted and error-free. We reserve the right to suspend access to the platform at any time, without prior notice or liability, for reasons such as maintenance, security concerns, or legal compliance. While we will make reasonable efforts to restore service as soon as possible, we cannot guarantee that the platform will always be available. Except as limited in the Limitation of Liability section below, we are not responsible for indirect or consequential loss or damage that the platform may cause, unless caused by our gross negligence or willful misconduct. You bear the risk as to the platform’s quality, safety, and performance, subject to mandatory legal protections.
9.1 Any information or data provided by us is also provided without any representation or warranty as to quality, accuracy, or safety of any kind. We can always choose to update and/or change the relevant information or data. Before relying on any information or data, you should take the time to verify it independently.
10.1 If you use the platform under a paid subscription or license agreement between your organization and us, termination of your access or the platform as a whole will be governed by that agreement. In such cases, this EULA will automatically end when your organization’s agreement ends.
10.2 If you use the platform without such an agreement (for example, under a free or trial account), you may terminate this EULA at any time by ceasing all use of the platform and deleting your account. We may also terminate your access at any time and without prior notice if we discontinue free or trial services, or if we reasonably believe you have violated this EULA.
11.1 Subject to applicable law, when you use the platform, the entire risk as to the use, quality, safety, and performance of the platform is with you. We are not responsible for any loss or damage that the platform may cause. In no event shall we be liable for any direct, indirect, incidental, special, or consequential damages arising out of or in connection with the use or inability to use the platform or for any loss of profits, business, goodwill, or data. Any liability of Adgenda shall not exceed € 1.000, -. You will also indemnify and hold harmless Adgenda and its directors, officers, employees, and agents from and against any disputes, claims, liabilities, demands, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the platform, (ii) your customer content, or (iii) your violation of this EULA. Despite the terms of this EULA, you may possess certain legal (statutory) rights under the law that apply to you. It’s possible that certain rights cannot be excluded, even if we state something contrary in these terms. Don’t worry; those legal rights remain unaffected by any statements made within this EULA.
12.1 We reserve the right to enforce a Fair Use Policy. This means that we are entitled to monitor usage of the platform and limit or suspend access to it if we believe that you are making excessive use of it. Excessive use includes but is not limited to large amounts of data storage, extensive use of bandwidth, and frequent and sustained use of the platform.
12.2 You must not use the platform in any way that could disrupt, harm, or compromise the operation or integrity of our systems, other users, or third parties. Prohibited use includes, but is not limited to:
• Accessing the platform in ways other than through the intended user interface or APIs provided by us;
• Reverse engineering, decompiling, or attempting to extract the source code except where mandatorily permitted by law;
• Uploading, transmitting, or distributing malware, harmful code, or other content intended to damage or disrupt systems;
• Scraping, data-mining, or automated collection of information without our prior written consent;
• Creating or sharing content that is unlawful, misleading, discriminatory, or infringes third-party rights; • Sharing your login credentials with unauthorized persons or using someone else’s credentials;
• Using the platform to develop or support a competing product or service;
• Engaging in fraud, manipulation of metrics, or any activity that could harm our reputation or relationships.
12.3 We may suspend your access immediately if we reasonably determine that you have engaged in prohibited use. We will notify you of the suspension and the reasons therefore and provide you with an opportunity to remedy the violation within 5 business days (except in cases of serious violations including security breaches, fraud, or illegal activity, in which case we may terminate immediately). If the violation is not remedied, or in cases of serious violations, we may terminate your access and this EULA immediately.
13.1 To access and use our platform, you are required to register an account. By registering an account, you agree to (a) provide us with accurate, complete, and updated information; (b) use a strong password and maintain the security of your password; and (c) be solely responsible for any activity that occurs through your account, except in cases where you have reported any misuse or have closed the account. Good to know: We are always entitled to refuse a registration request without having to explain “why”.
14.1 This EULA will be governed by and construed in accordance with the laws of the Netherlands. Any disputes arising out of or in connection with this EULA will be resolved exclusively in the courts located in Zeeland-West-Brabant.
15.1 We reserve the right to transfer our rights and duties to a third party. If you want to transfer any of your rights and duties, you need our written permission to do so (this provision also applies in the event of a takeover of your business activities).