1.2. When the WoodWing services purchased by you contain on-premise software applications, the WoodWing Software License Agreement applies in addition to these Terms of Service. Also, additional terms and conditions of the Independent Reseller may apply.
2. About WoodWing:
WoodWing Software B.V. is located at Kingsfordweg 151, 1043 GR Amsterdam, the Netherlands, and registered in the Chamber of Commerce in Amsterdam, the Netherlands under number 34134682, VAT number NL808.758.597B01.
3. Definitions used:
3.1. In these Terms of Service,
means an End User that is logged in to the Services by using a client.
means any entity, individual, firm, or corporation, directly or indirectly, through one or more intermediaries, controlling, controlled by, or under common control with a Party.
means software (including machine images), data, text, audio, video, images or other content.
Customer or you
means each person or entity (including, where relevant, its Affiliates) which purchases the Services (directly or indirectly through an Independent Reseller).
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.
means a third-party business entity that WoodWing has appointed as an approved partner to, as applicable, distribute, re-sell and support the Services.
Intellectual Property Rights
patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
means any ordering document, SoW, sales order, sales quote, or similar referencing the Services, pricing, payment terms, quantities and other applicable terms, agreed with the Customer directly or indirectly through an Independent Reseller.
means any information that relates to an identified or identifiable living individual.
means the software-as-a-service subscription services provided by WoodWing purchased by the Customer as referenced in the Order.
means the period of time during which Customer is subscribed to the Services, as specified in an Order, including the renewals.
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.
4. Access and use
4.1. Subject to payment of all applicable fees, whether or not to an Independent Reseller, pursuant to an Order, and the terms and conditions of these Terms of Service, WoodWing grants you, during the Subscription Term, a limited, revocable, non-exclusive, non-sublicensable, non-transferrable right to access and use, and permit End Users to access and use, the Services.
5. Customer Responsibilities
5.1. You are solely responsible for the development, content, operation, maintenance, and use of Your Content. For example, you are solely responsible for:
a. the technical operation of Your Content, including ensuring that calls you make to any Service are compatible with then-current API’s for that Service;
c. any claims relating to Your Content; and
d. 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.
5.2. You are responsible for properly configuring and using the Services 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.
5.3. You are responsible for End Users’ use of Your Content and the Services. You will ensure that all End Users comply with your obligations under these Terms of Service and that the terms of your agreement with each End User are consistent with these Terms of Service. If you become aware of any violation of your obligations under these Terms of Service by an End User, you will immediately terminate such End User’s access to Your Content and the Service.
6. Proprietary Rights
6.1. 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 these Terms of Service 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).
6.2. 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.
6.3. 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-transferrable license to do the following during the Subscription Term:
i. access and use the Services solely in accordance with these Terms of Service; 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.
6.4. 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,
d. resell or sublicense the Services
e. interfere with or disrupt the integrity or performance of the Services;
f. attempt to gain unauthorized access to the Services or its related systems or networks, or perform unauthorized penetrating testing on the Services; or
g. use the Services to infringe on the Intellectual Property Rights, publicity rights, or privacy rights of any third party, or to store or transfer defamatory, trade libellous or otherwise unlawful data. 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.
7. Fees and cancellation
7.1. You can purchase access to our Services either via one of our Independent Resellers 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 month period, you receive a discounted price on your Order form. After the initial 12 month period, we'll renew your contract automatically for consecutive periods of 12 months, unless you cancel at least 60 days before the end of the current subscription period.
7.2. All fees and charges are exclusive of applicable VAT, sales tax and other taxes or duties.
7.3. WoodWing is entitled to raise prices and rates every year without notification according to the CBS Consumer Price Index. If the CBS Consumer Price Index is negative in any year, the then applicable prices and rates will not be adjusted. WoodWing reserves the right to increase the agreed prices and rates in addition to the annual price indexation, after having notified the Customer or Independent Reseller, whichever applicable, in advance.
7.4. You can cancel access to our Services. Your access to the Services stops when the Subscription 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 month term, your access will continue through the end of the 12 months period.
8.1. All access to Services of WoodWing is subject to receipt by WoodWing of payment of the applicable fees plus applicable tax for the use of WoodWing Services. Once your payment has been received by WoodWing or our Independent Reseller, that charge is final and no refund is available. Cancellation stops the charge at the end of the current subscription period.
9. Suspension/termination of Services
9.1. WoodWing may suspend your access to the Services immediately upon notice to you if we determine:
a. 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.
c. 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.
9.2. If we suspend your right to access or use any portion or all of the Services:
a. you remain responsible for all fees and charges you are obliged to pay under the applicable Order including those you have incurred during the period of suspension;
b. 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;
c. you will not be entitled to any service credits under the Service Level Agreements for any period of suspension.
9.3. Upon the termination or end of the Services, you no longer have rights to access or use the Services; however, at Customer’s request, and for a period of up to sixty (60) days after the end of the applicable Services, WoodWing will make available to Customer Your Content as existing in the Eos environment on the date of termination, subject to payment of an additional fee for storage and export services. At the end of such 60-day period, and except as may be required by law, WoodWing will delete or otherwise render inaccessible any of Your Content.
10.1 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.
11. Limitation of liability
11.1. Except as expressly and specifically provided in these Terms of Service:
a. the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. WoodWing shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the WoodWing by the Customer in connection with the Services, or any actions taken by WoodWing at the Customer's direction;
b. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from these Terms of Service; and
c. the Services are provided to the Customer on an "AS IS" basis.
11.2 Nothing in these Terms of Service excludes the liability of WoodWing:
a. for death or personal injury caused by the WoodWing's negligence; or
b. for fraud or fraudulent misrepresentation.
11.3 Subject to clause 11.1 and clause 11.2:
a. WoodWing shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under these Terms of Service or any Order; and
b. WoodWing’s total aggregate liability in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, arising in connection with the performance or contemplated performance under these Terms of Service or any collateral contract shall in all circumstances be limited to the total Fees paid by the Customer during the 6-month period immediately before the date on which the cause of action first arose.
12. Security and Processing of Personal
12.2. Customer is solely responsible for:
i. the content, quality and accuracy of Personal Data as made available by Customer and by End Users;
ii. providing notice to End Users with regards to how Personal Data will be collected and used for the purpose of the Services;
iii. ensuring Customer has a valid legal basis for processing Personal Data and for sharing Personal Data with WoodWing (to the extent applicable); and
iv. ensuring that the Personal Data as made available by Customer complies with applicable laws and regulations including applicable data protection laws.
12.3 The Parties shall comply with their respective obligations under the applicable data protection laws. In particular, if Customer is established in the European Economic Area (“EEA”), or in the United Kingdom (“UK”), or will, in connection with the Services, provide WoodWing with personal data relating to an individual located within the EEA, or the UK, the Parties shall comply with the requirements of the General Data Protection Regulation.
12.4. WoodWing shall:
i. ensure that is has in place appropriate administrative, physical and technical measures designed to protect the security and confidentiality of Personal Data against any accidental or illicit destruction, alteration or unauthorized access or disclosure to third parties;
ii. have measures in place designed to protect the security and confidentiality of Personal Data; and
iii. access and use the Personal Data solely to perform the Services.
12.5. The security of information transmitted through the Internet can never be guaranteed. 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 the Services, without notice, pending an investigation, if any breach of security is suspected.
13.1. WoodWing’s platform has built in monitoring, failover and backup strategies and uses redundant storage. WoodWing shall maintain backup copies, backed up at least daily, of Your Content with a retention period of a minimum of 30 days.
14.1 WoodWing reserves the right to change these Terms of Service at any time, and such amended terms and shall be incorporated herein and effective immediately. WoodWing shall notify you of any such changes to these Terms of Service and your continued use of the Services after any such notice shall constitute your consent to such changes. If you do not agree to the change, you must notify WoodWing by e-mail to [ ] within thirty (30) days after WoodWing’s notice. If you notify WoodWing, then you will remain governed by the most recent Terms of Service applicable to you until the end of the then-current year of the Subscription Term and the updated terms shall apply upon the commencement of the subsequent Subscription Term.
14.3. 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.
14.4. 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).
14.5. WoodWing may change, discontinue or add Service Level Agreements from time to time.
15. Jurisdiction and governing law
15.1. These Terms of Service 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.
15.2. In the event that any provision of the Terms of Service is deemed by a court of competent jurisdiction to be invalid or unenforceable, the invalid portion of the Terms of Service shall be considered to be modified as closely as possible to the intent of WoodWing and the remainder of the Terms of Service shall remain in full force and effect.
16. Import and Export Compliance.
16.1. In connection with these Terms of Service, 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.
Terms of Service © WoodWing
Version: December 2020
Acceptable Use Policy
1. Acceptable Use Policy
1.1. 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.
1.2. 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.
1.3. 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 areas of WoodWing Services;
- 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.
2. Fair use
2.1. In the event the Services you have purchased are offered with unlimited bandwidth and (disk) storage your use is conditional upon the following:
- It is used as an integral part of the Services;
- 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.
2.2. In case of unintentional excessive use of bandwidth and (disk) storage we reserve the rights to charge additional traffic and storage fees.
3. Dutch Notice and Take Down Code of Conduct
3.1. To ensure a prudent and proper procedure to process notifications and if necessary, to remove Your Content from its 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 firstname.lastname@example.org. WoodWing may decide to follow a different procedure if it decides that this is necessary.
3.2. WoodWing has the right, to its 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.
Version December 2020
© WoodWing 2020, all rights reserved