End user agreement

By Clicking “I accept the End User Agreement” when You first install the application, You agree to be bound by the provisions of this EUA. If You do not agree to be bound by the provisions of this EUA, You must not click “I accept the End User Agreement” and please then uninstall the application on Your devices.

Inspect4All is a proprietary platform solely and completely owned by Maxd’Oro B.V.. Inspect4All generates mobile productivity applications for clients from a wide variety of industries, such as real estate, insurance, construction, etc. Your use of any of these applications is subject to the terms and conditions as outlined in this End User Agreement. This End User Agreement is applicable for Free, Basic, Professional and Test accounts. For Enterprise account please contact Your company administrator for applicable terms and conditions.

1. DEFINITIONS

  • This “End User Agreement” (“Agreement”) is a binding legal document between Maxd’Oro BV (Maxd’Oro, “us”, “we” or “our”) and the person or entity agreeing to this Agreement (“You”), which explains Your rights and obligations as an End User of our applications. By installing or using any of our applications, You acknowledge that You agree to this End User Agreement. End User agrees to be bound by this Agreement. If You do not agree to this Agreement, then do not install or use Inspect4All. From time to time, Maxd’Oro may modify this Agreement, including any referenced policies and other documents. Any modified version will be effective at the time it is posted. To keep abreast of Your license rights and relevant restrictions, please bookmark this Agreement and read it periodically. By using Inspect4All, You agree to this Agreement and all of the modifications.
  • End Users” mean named individuals who are authorized to access and use Inspect4All under Your subscription. End Users may include but are not limited to You and Your employees, consultants, contractors and agents. You identify the specific named “End User” during the registration process.
  • Maxd’Oro” means Maxd’Oro BV, a Dutch private limited liability company (registered at Dutch Chamber of Commerce with registration number 32117532), with her headquarter at Vanadiumweg 11L, 3812PX in Amersfoort in The Netherlands.
  • Inspect4All” means all the mobile applications generated from the productivity platform – Inspect4All - provided by Maxd’Oro, and the underlying servers and software used to provide such platform and applications.
  • Account” means any accounts or instances created by or on behalf of End User within the Service.
  • Service” This agreement provides End User access and usage of proprietary Software as a Service. Maxd’Oro will provide the Service through the Internet within a hosted server environment, mobile software applications, its application-programming interface (API), or other Maxd’Oro’s approved interface under this Agreement (collectively, Services).
  • Fees” means Subscription fees, Services fees, and any other amounts due to Maxd’Oro and payable by You under this Agreement.
  • Subscription” means the right to access Inspect4All during the Term. Subscription includes both free and paid accounts.
  • "Term" means the term of this Agreement, commencing and ending in accordance with Clause 8.
  • Effective Date” means the date upon which the End User gives the User’s express consent to this Agreement, following the issue of this Agreement by Maxd’Oro.
  • Order Confirmations” means the ordering confirmation of Inspect4All, during the registration process of an Account or upgrading/downgrading process of an Account, that are entered into by You and Maxd’Oro from time to time.
  • Maintenance Services” means updates and upgrades of Inspect4All.
  • Software Defect” means a defect, error or bug in Inspect4All having an adverse effect on the appearance or operation or functionality or performance of Inspect4All.
  • "Support Services" means support in relation to the use of Inspect4All and the identification and resolution of errors in Inspect4All, but shall not include the provision of training services whether in relation to Inspect4All or otherwise.
  • Source Code" means the collection of computer instructions written using human-readable computer language. The source code is specially designed to facilitate the work of Inspect4All.
  • API” means the application programming interfaces developed by Maxd’Oro that enables the integration of Inspect4All with other web applications.
  • Service Data” means electronic data, text, messages, communications or other materials submitted to and stored within Inspect4All by You in connection with Your use of Inspect4All, which may include, without limitation, Personal Data.
  • Other Services” means third party products, applications, services, software, products, networks, systems, directories, websites, databases and information which the Service links to, or which You may connect to or enable in conjunction with the Service, including, without limitation, Other Services which may be integrated directly into Your Account.
  • Licensor Indemnity Event” has the meaning given to it in Clause 15.1.
  • User Indemnity Event” has the meaning given to it in Clause 15.3.

2. LICENSE TO USE INSPECT4ALL

2.1 License. Maxd’Oro grants You a non-exclusive, non-transferable revocable license to: use Inspect4All on a compatible computer, mobile telephone or tablet (computer) owned or controlled by You, in accordance with this Agreement. Subject to the limitations and prohibitions set out and referred to in this Clause.

2.2 Unless permitted by law or as otherwise expressly permitted in these Terms, You must not (nor may You authorize any third person to):

            (a) sell, resell, rent, lease, loan, license, sublicense, transfer, assign, publish, distribute, redistribute or otherwise provide access to Inspect4All to a third party;

            (b) reproduce, alter, modify, adapt, create derivative works of, Inspect4All;

            (c) decompile, de-obfuscate or reverse engineer, or attempt to decompile, de-obfuscate or reverse engineer, or translate Inspect4All or attempt to obtain or derive the Source Code or API;

            (d) combine the whole or any part of Inspect4All with any other software, data or material;

            (e) store or use any part of the data You do not own.

            You must promptly notify US in writing of any breach of these conditions of use.

3. ACCOUNT AND REGISTRATION

3.1          Registration. You must register for an account in order to access or receive any Service. You must provide complete and accurate information during the registration process, including a valid credit card number that You are authorized to use if You are registering for a paid Subscription. You must also update Your information so that we may send notices, statements and other information to You by email or through Your account. You are responsible for all actions taken through Your account(s).

3.2          Free Trial. Maxd’Oro may make all or part of Inspect4All available to You on a trial basis free of charge (the “Free Trial”). The Free Trial is accessible during the period of fourteen (14) days starting on the date of Registration.

3.3          Subscription. Inspect4All shall make Inspect4All available to You pursuant to this Agreement during the Term. You agree that Your purchase of the Subscription is neither contingent upon de delivery of any further functionality or features nor dependent upon any oral or written public comments made by Maxd’Oro with respect to future functionality or features. Subscription includes both free and paid accounts.

3.4          Support. Support via email and telephone is available in connection with a paid Subscription.

4. DATA PRIVACY AND SECURITY; CONFIDENTIALITY

4.1          Subject to the express permissions of this Agreement, You and Maxd’Oro will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to this Agreement, each of us may use each other’s Confidential Information solely to exercise our respective rights and perform our respective obligations under this Agreement and shall disclose such Confidential Information (a) solely to those of our respective employees, representatives, subcontractors and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information; (b) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation. The provisions of this clause shall supersede any non-disclosure agreement by and between the Parties that would purport to address the confidentiality and security of Service Data and such agreement shall have no further force or effect with respect to Service Data.

4.2          To the extent Service Data constitutes Personal Data, You and Maxd’Oro hereby agree that You shall be deemed to be the data controller and we shall be deemed to be the data processor as those terms are understood under the Dutch Data Protection Act (the “DPA”). In providing the Service, Maxd’Oro will engage entities within Maxd’Oro B.V. and other authorized service providers, to Process Service Data, including and without limitation, any associated Personal Data pursuant to those terms within the Dutch Data Protection Act (the “DPA”). Under no circumstances will Maxd’Oro be deemed a data controller with respect to Service Data under the DPA or any relevant law or regulation of in other countries and territories.

4.3          Maxd’Oro will maintain commercially reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Service Data. These safeguards include encryption of Service Data in transmission (using TLS or similar technologies), except for certain Other Services that do not support encryption, which You may link to through the Service at Your election. Our compliance with the provisions of this Clause 4.3 shall be deemed compliance with Our obligations to protect Service Data as set forth in Clause 4.1.

4.4          You agree that We and the service providers that We utilize to assist in providing the Service to You shall have the right to access Your Account and to use, modify, reproduce, distribute, display and disclose Service Data to the extent necessary to provide the Service, including, without limitation, in response to Your support requests. Any third party service providers We utilize will only be given access to Your Account and Service Data as is reasonably necessary to provide the Service and will be subject to (a) confidentiality obligations which are commercially reasonable and substantially consistent with the standards described in Clause 4.3 and (b) their agreement to comply with the data transfer restrictions applicable to Personal Data as set forth in Clause 4.6.

4.5          In addition to Service Data, We collect certain information (which may include Personal Data) about You as well as Your respective devices, computers and use of the Service. We use, disclose, and protect this information as described in Our Privacy Policy, the then-current version of which is available at http://www.maxdoro.nl/privacy-policy/.

4.6          Unless otherwise specifically agreed by Maxd’Oro, Service Data may be hosted or otherwise Processed by Maxd’Oro, or the authorized service partners in the Netherlands. If Your principal location is in the EEA, we will ensure, pursuant to the DPA that, to the extent that any Service Data constitutes Personal Data, if Service Data is transferred to a country or territory outside of the EEA (a "non-EEA country"); then such transfer will only take place if: (a) the non-EEA country in question ensures an adequate level of data protection; or (b) one of the conditions listed in DPA is satisfied; or (c) We have ensured that the transfer is subject to adequate safeguards (such as the model contractual clauses designed to facilitate transfers of Personal Data from the EEA to all third countries that have been adopted by the European Commission (known as the, “Standard Contractual Clauses”).

5. SOURCE CODE

5.1          Nothing in this Agreement shall give to the User or any other person any right to access or use the Source Code or constitute any license of the Source Code.

6. INTELLECTUAL PROPERTY RIGHTS

6.1          All the intellectual property rights with respect to Inspect4All are owned by Maxd’Oro and third party providers. The structure and code of Inspect4All are the valuable trade secrets and confidential information of Maxd’Oro and thrid party providers. Inspect4All is protected by law, including but not limited to the copyright laws of the Netherlands and other countries, and by International and European treaty provisions. Except as expressly stated herein, the Agreement does not grant You any intellectual property rights in Inspect4All and all right not expressly granted are reserved by Maxd’Oro and third party providers. A right of use to which You are entitled shall be non-exclusive, non-transferable to third parties and cannot be sub-licensed. Inspect4All and Maxd’Oro’s other product and service names, and logos used or displayed on Inspect4All are registered or unregistered trademarks of Maxd’Oro (collectively, “Marks”), and You may only use applicable Marks to identify You as a End User; provided You do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent Us, Our services or Our products.

7. THIRD PARTY PROVIDERS

7.1          You acknowledge that third party products or services may be made available to You from time to time by Maxd’Oro or third parties, and that Your decision to acquire any such products or services is solely between You and the applicable third party provider. Unless specifically set forth on an Order Confirmation, Maxd’Oro does not warrant or support third party products or services.

7.2          You further acknowledge that if You acquire third party applications for use with Your Subscription, Maxd’Oro may allow the providers of such applications to access Your Data in order to allow such applications to interoperate with Inspect4All. Maxd’Oro shall not be responsible or liable for any disclosure, modification or deletion of Your Data resulting from any such access by third party application providers.

8. MAINTENANCE SERVICES

8.1          Maxd’Oro shall provide You the Maintenance Services during the Term.

8.2          Maxd’Oro shall provide You the Maintenance Services in accordance with the standards of skill and care reasonably expected from a leading service provider in our industry.

8.3          Maxd’Oro warrants to You that the Maintenance Services to Inspect4All by Maxd’Oro will not introduce any Software Defects into Inspect4All.

8.4          Maxd’Oro may suspend the provision of the Maintenance Services if any amount due to be paid by You to Us under this Agreement is overdue, and Maxd’Oro has given to You at least [30 days'] written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.

8.5          If you have any suggestions or advise in terms of Maintenance Services, please send an email to info@maxdoro.nl.

9. SUPPORT SERVICES

9.1          Maxd’Oro shall provide You the Support Services during the Term.

9.2          Maxd’Oro shall provide You the Support Services in accordance with the standards of skill and care reasonably expected from a leading service provider in our industry.

9.3          Maxd’Oro may suspend the provision of the Support Services if any amount due to be paid by You to Us under this Agreement is overdue, and Maxd’Oro has given to You at least [30 days'] written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.

9.4          If you require Support Services, please send an email to our support team at support@maxdoro.nl. Please specify your support request clearly. A support request with missing information will not be taken into account.

10. TERM AND TERMINATION

10.1       This Agreement commences on the Effective Date and continues until the latest of: (a) the expiration or termination of your Free Trial; (b) in the case of a monthly subscription, expiration of such Subscription or termination as provided in Clause 8.2 below; or (3) termination as set forth below in Clause 8.3.

10.2       You may elect to terminate Your Account and Subscription to the Service, by clicking on the Account Settings in the Admin page when You login in to the Application. Your Subscription will automatically renew for a Subscription Term equivalent in length to the then-current Subscription Term unless you terminate Your subscription upon at least thirty (30) days notice prior to the renewal date. If You terminate, Your Subscription will terminate at the end of then-current Subscription Term, but you will not be entitled to any refunds for amounts accrued or paid prior to such termination.

10.3       This Agreement may be terminated by either party for cause: (a) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (b) if you remain suspended at any time for non-payment of Fees for more than thirty days, or (c) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; or (d) if We suspect You may be using Inspect4All in a manner that We determine, in our discretion, to be excessive or otherwise abusive, We may, upon prior written notice to You, suspend or terminate Your Subscription.  

10.4       Except as set forth in this Clause, once the Agreement terminates, then: (a) the rights and licenses granted by Us to You will ceae; (b) You must pay to us any and all outstanding Fees for the Term; (c) You (and Your End Users) must cease all use of Inspect4All and any third party products or services; (d) you are required to delete all the information made available to You, including any Our confidential information from Your systems as applicable (including any third party systems operated on Your behalf) and, if requested by Us, provide written certification to us that you have done so at Our request; and (e) You undertake not to attempt to access Inspect4All or any data stored in Inspect4All, any third party product or service after the date of termination.

10.5       We recommend You to export all Your Data before any termination or cancellation of Your Account. Following the termination or cancellation of Your subscription to the Service and/or Your Account, We reserve the right to delete all Your Data in the normal course of operation any time after the expiry of 14 days after the cancellation or termination of Your Account. Your Data cannot be recovered once it is deleted. If you wish to obtain more information about this Clause, please send an email to our support team at support@maxdoro.nl.

10.6       We may temporarily suspend the Subscription or remove the Data, or both, if it in good faith believes that, as part of using Inspect4All, You have violated a law or any provision of this Agreement. We will attempt to provide prior notice.

11. BILLING AND PAYMENT

11.1       You agree to pay all Fees in accordance with your Subscription. Unless otherwise specified in your Subscription, you will pay your Subscription monthly via your credit card. A valid credit card that You have the right to use is required for any paid Subscription, unless another form of payment was agreed upon in writing between the parties. You agree that we may bill your credit card for renewals, additional End Users, and unpaid fees, as applicable. All Subscription Fees are quoted in Euros. All amounts are non-refundable, non-cancellable and non-creditable. In making payments, you acknowledge that you are not relying on future availability of the Service beyond the current agreed Term or any Service upgrades or feature enhancements.

11.2       If you upgrade Your Subscription or increase number of End Users during your Term, the Subscription Fees applicable to You will take effect immediately, with such increased Fees calculated on a pro rata basis, taking into account the number of days remaining in the then-current Subscription. If you downgrade, no adjustment will be made during the current Term.

11.3       If paying via payment method other than credit card, we will issue invoices monthly and the invoices are due fourteen (14) days after the invoice date.

11.4       If Your account is thirty (30) days or more overdue, in addition to any other rights and remedies including the termination rights set forth in this Agreement, we will suspend your use of the Service. The duration of this suspension will be until you pay all outstanding Fees.

11.5       Late payments are subject to interest charges of 1.5% per month on any outstanding balance, or the maximum permitted by law, plus all legal and collection expenses. You will continue to be charged during any period of suspension. In event of any termination, you will pay the unpaid balance due calculated in accordance with this Clause and this Agreement.

11.6       If you remain suspended for non-payment for more than sixty days, we may terminate this Agreement.

11.7       Payments made by you under this Agreement exclude any taxes or duties payable in respect of the Products in the jurisdiction where the payment is either made or received. To the extent that any such taxes or duties are payable by Maxd’Oro, you must pay to us the amount of such taxes or duties in addition to any fees owed under this Agreement. Notwithstanding the foregoing, you may have obtained an exemption from relevant taxes or duties as of the time such taxes or duties are levied or assessed. In that case, you will have the right to provide to Maxd’Oro with any such exemption information and Maxd’Oro will use reasonable efforts to provide such invoicing documents as may enable you to obtain a refund or credit for the amount so paid from any relevant revenue authority if such a refund or credit is available.

11.8       We may, in the future, enable other forms of payment by making them available on the Site. These other forms of payment may be subject to additional terms which you may have to accept prior using the additional forms of payment.

11.9       Maxd’Oro is required to incur any additional costs or expenses in providing Your Service or support under this Agreement, Maxd’Oro shall first obtain Your written approval.

12. END USERS CONTENT

12.1       You are responsible for Your own content and You must ensure that You have all the rights and permissions needed to use that Content in connection with the Services. Maxd’Oro is not responsible for any actions You take with respect to your Content, including sharing it publicly. Please do not use content from the Services unless You have first obtained the permission of its owner, or are otherwise authorized by law to do so.  

12.2       You also acknowledge that, in order to ensure compliance with legal obligations, prevent phishing or fraud or when unlawful content is reported to Us, Maxd’Oro may be required to review certain content submitted to the Services to determine whether (a) it is unlawful, harmful, of bad taste, inappropriate, or (2) it is in breach of any applicable law, or it is confidential or infringes upon any third-party’s intellectual property rights, or (3) it is infected with viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of the Service, or (4) it is defamatory or offensive. Maxd’Oro reserves therefore the right to modify, prevent access to, delete, or refuse to display content that we believe violates any of the above mentioned conditions. You indemnify Maxd’Oro against any and all legal fees, damages and other expenses that may be incurred by us as a result of a breach by You of any of the above conditions.  However, You accept that Maxd’Oro has no obligation to monitor or review any content submitted to the Services. 

13. WARRANTIES

13.1       Maxd’Oro warrants to You that We have the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.

13.2         Maxd’Oro warrants to You that: (a) Inspect4All as provided will conform in all respects with the product specification; (b) Inspect4All will be supplied free from Software Defect and will remain free from Software Defect for a period of at least three (3) months following the supply of Inspect4All; Inspect4All will be supplied free from viruses, and other malicious software programs; and (d) Inspect4All shall incorporate security features reflecting the requirements of good industry practice.

13.3       Maxd’Oro warrants to You that Inspect4All, when used by You in accordance with this Agreement, does not breach any laws, statutes or regulations applicable under Dutch law.

13.4       Maxd’Oro warrants to You that Inspect4All, when used by You in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person.

13.5       If Maxd’Oro reasonably determines, or any third party alleges, that the use of Inspect4All by You in accordance with this Agreement infringes any person's Intellectual Property Rights, Maxd’Oro may at its own cost and expense: (a)modify Inspect4All in such a way that it no longer infringes the relevant Intellectual Property Rights, providing that any such modification must not introduce any Software Defects into Inspect4All and must not result in the Software failing to conform with the product specification; or (b) procure for You the right to use Inspect4All in accordance with this Agreement.

13.6       You warrant to Maxd’Oro that You have the legal right and authority to enter into this Agreement and to perform Your obligations under this Agreement.

13.7       All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

14. ACKNOWLEDGEMENTS AND WARRANTY

14.1       You acknowledge that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, Maxd’Oro gives no warranty or representation that Inspect4All will be wholly free from defects, errors and bugs.

14.2       You acknowledge that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, Maxd’Oro gives no warranty or representation that Inspect4All will be entirely secure.

14.3       You acknowledge that Inspect4All is only designed to be compatible with that software specified as compatible in our product specification; and Maxd’Oro does not warrant or represent that Inspect4All will be compatible with any other software.

14.4       You acknowledge that Maxd’Oro will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to Inspect4All; and, except to the extent expressly provided otherwise in this Agreement, Maxd’Oro does not warrant or represent that Inspect4All or the use of Inspect4All by You will not give rise to any legal liability on Your part or any other person.

15. INDEMNITIES

15.1       Maxd’Oro shall indemnify and shall keep indemnified You against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by You and arising directly or indirectly as a result of any breach by Maxd’Oro of this Agreement (a “Licensor Indemnity Event”).

15.2       You must: (a) upon becoming aware of an actual or potential Licensor Indemnity Event, notify Maxd’Oro; (b) provide to Maxd’Oro all such assistance as may be reasonably requested by Maxd’Oro in relation to the Licensor Indemnity Event; (c) allow the Licensor the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the Licensor Indemnity Event; and (d) not admit liability to any third party in connection with the Licensor Indemnity Event or settle any disputes or proceedings involving a third party and relating to the Licensor Indemnity Event without the prior written consent of Maxd’Oro; without prejudice to Maxd’Oro’s obligations under Clause 15.1.

15.3       You shall indemnify and shall keep indemnified Maxd’Oro against any and all liabilities, damages, losses, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) suffered or incurred by Maxd’Oro and arising directly or indirectly as a result of any breach by You of this Agreement (a "User Indemnity Event").

15.4       Maxd’Oro must: (a) upon becoming aware of an actual or potential User Indemnity Event, notify You; (b) provide to You all such assistance as may be reasonably requested by You in relation to the User Indemnity Event; (c) allow You the exclusive conduct of all disputes, proceedings, negotiations and settlements with third parties relating to the User Indemnity Event; and (d) not admit liability to any third party in connection with the User Indemnity Event or settle any disputes or proceedings involving a third party and relating to the User Indemnity Event without Your prior written consent; without prejudice to Your obligations under Clause 15.3.

16. LIMITATIONS AND EXCLUSIONS OF LIABILITY

16.1       Nothing in this Agreement will: (a) limit or exclude any liability for death or personal injury resulting from negligence; (b)      limit or exclude any liability for fraud or fraudulent misrepresentation; (c) limit any liabilities in any way that is not permitted under applicable law; or (d) exclude any liabilities that may not be excluded under applicable law; and, if a party is a consumer, that party's statutory rights will not be excluded or limited by this Agreement, except to the extent permitted by law.

16.2       The limitations and exclusions of liability set out in this Clause and elsewhere in this Agreement: (a) are subject to Clauses 16.1 and 18.6; and (b) govern all liabilities arising under this Agree,emt or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.

16.3       Maxd’Oro will not be liable to You in respect of any losses arising out of a Force Majeure Event.

16.4       MAxd’Oro will not be liable to You in respect of any loss of profits or anticipated savings.

16.5       Maxd’Oro will not be liable to You in respect of any loss of revenue or income.

16.6       Maxd’Oro will not be liable to You in respect of any loss of business, contracts or opportunities.

16.7       Maxd’Oro will not be liable to You in respect of any loss or corruption of any data, database or software.

16.8       Maxd’Oro will not be liable to You in respect of any special, indirect or consequential loss or damage.

17. EFFECTS OF TERMINATION

17.1       Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect: Clauses 1, 2, 11, 15, 16, 17, 18 and 19.

17.2       Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.

18. GENERAL

18.1       No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.

18.2       If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

18.3       This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

18.4       Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.

18.5       This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

18.6       Nothing in this Agreement shall exclude or limit any liability of a party for fraud or fraudulent misrepresentation, or any other liability of a party that may not be excluded or limited under applicable law.

18.7       Subject to Clauses 16.1 and 18.6, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.

18.8       This Agreement shall be governed by and construed in accordance with the laws of the Netherland (with regard to conflict of law principles), and subject to Clause 18.9, the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Utrecht.

18.9       Except in circumstances where a party seeks urgent injunctive relief, before commencing any court proceedings, if any disputes arise under this Agreement the parties will negotiate in good faith to resolve the dispute and if the dispute has not been resolved within ninety (90) days by the relevant parties using their best efforts to resolve the dispute, the dispute will be referred to de Stichting E-court, Moersbergen, Moersbergselaan 17 in Doorn, as mutually agreed by the parties.

19. INTERPRETATION

19.1       In this Agreement, a reference to a statute or statutory provision includes a reference to: (a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and (b) any subordinate legislation made under that statute or statutory provision.

19.2       The Clause headings do not affect the interpretation of this Agreement.

19.3       In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

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