SOFTWARE LICENCE AGREEMENT

 

IMPORTANT! The software you seek to install or previously have installed from sharingbox (the “ Licensed Program”) is licensed only on the condition that you agree to the terms and conditions set forth below.

 

PLEASE READ THE TERMS OF THIS SOFTWARE LICENSE AGREEMENT CAREFULLY. IF YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, PLEASE SELECT THE BOX ON THIS PAGE LABELED “I ACCEPT,” AT WHICH TIME THE SOFTWARE WILL BE INSTALLED ON YOUR COMPUTER. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, PLEASE SELECT THE BOX ON THIS PAGE LABELED “I DO NOT ACCEPT,” WHICH WILL TERMINATE THE SOFTWARE INSTALLATION. IF THE SOFTWARE IS ALREADY INSTALLED AND LICENSED, YOU HAVE ALREADY AGREED TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR SOMEONE HAS DONE SO ON YOUR BEHALF.

 

The Software (Licensed Program)  that you (The LICENSEE)  are about to access is a mosaic software for photo activation developed by sharingbox SA (“The LICENSOR”). This Software License Agreement (this “Agreement”) sets forth the terms under which you, as an individual or entity authorized by the LICENSOR (or, for entities, any employee or agent the LICENSEE authorize to use the Software) (“LICENSEE”), may use the Software.

Access to and use of the Software is by permission of the LICENSOR only, and only for applicants who accept this Agreement. The LICENSOR may grant or withhold approval in its sole discretion. Based on the foregoing and for other good and valuable consideration, The LICENSEE (you)  and The LICENSOR agree as follows:

 

NATURE OF THE AGREEMENT.

This Agreement is a legal contract made between The LICENSEE and The LICENSOR. This Agreement contains the terms and conditions with which The LICENSEE must comply in order to access and use the Licensed Program (Software).

WHEREAS, LICENSEE wishes use the Licensed Program and sharingbox desires to license this software to LICENSEE. THEREFORE, the parties hereto agree as follows:

 

ARTICLE 1: GRANT OF LICENSE

sharingbox hereby grants to the LICENSEE a non-exclusive, non-assignable, non-transferable, non-sublicensable license on ONE single computer concurrently, for the term of this Agreement, to access and use the Licensed Program and any user’s guides, specifications, and other related documentation available, whether hard copy or online (the “Documentation”), subject to the terms and conditions of this Agreement.

Geographic Restriction. The Licensed Program may only be used in the country identified when the software license was purchased as the country where the software will be used.

License Key. During the term of this Agreement, The LICENSOR periodically may issue a license key (file, activation key, internet-based account, or other similar method) to enable the Licensed Program to execute on the computer or server designated by The LICENSEE.

The LICENSOR offers the Licensed Program in the following editions: paid version and free use of an edition of the Licensed Program whereby the functionality of the Licensed Program is limited (”Trial Edition of the Software”). Special provisions applicable to the Free Edition of the Software are contained in Article 11 to this Agreement.

 

ARTICLE 2: RESTRICTIONS ON USE  OF LICENSE

The LICENSEE agree to not:

-       modify, reverse engineer, decompile, disassemble, or attempt to derive the source code of the Licensed Program;

-       distribute, sell, sub-license; loan or provide the Licensed Program to any third party, The LICENSEE may not assign or sub-license its rights under this Agreement, whether wholly or partially, to a third party without the prior written consent of the LICENSOR. Any authorized transferee of the Software will be bound by the terms and conditions of this Agreement and, upon such authorized transfer, LICENSEE’s license is automatically terminated.

-       attempt to disable or circumvent any of the licensing mechanisms within the Software, if any;

-       violate any other usage restrictions contained in the Licensed Program installation instructions or release notes.

-       disclose the license key provided by The LICENSOR; or

-       disclose its User ID or Password to any third party.

The Licensed Program must be used solely for the purposes and in the manner described in the Documentation.

 

ARTICLE 3: RIGHTS AND OBLIGATIONS OF THE PARTIES

-       The LICENSEE may use the Software only for the purpose stated in this Agreement and in accordance with the function of the Software.

-       License fee do not include any shipping, duties, bank fees, sales, use, excise or similar taxes due. These amounts should be worn by the LICENSEE;

-       The LICENSEE is responsible providing all hardware required for use of the Software;

-       The LICENSEE shall be responsible for generating, providing, and loading its data into the Software to use the Software;

-       The LICENSEE is responsible providing an Internet access to activate the Software License using the License key.

-       The LICENSEE is solely liable for collection and any other means of processing of any personal data entered, uploaded or distributed in using the Software. Further the LICENSEE shall ensure the processing of the personal data is executed in accordance with the applicable law.

-       Modifications of the Software resulting from carrying out hotfixes or updates of the Software by the LICENSOR shall be provided to the LICENSEE.

 

ARTICLE 4: COPIES & OWNERSHIP & INTELLECTUAL PROPERTY

LICENSEE may not make copies, translations, alterations, modifications of the Licensed Program.

 

LICENSOR retains all rights to the Software and the Documentation not specifically granted in this Agreement. The LICENSOR owns the Software and the Documentation and all copyright and other intellectual property rights therein, and this Agreement does not transfer to the LICENSEE any title to or any proprietary or intellectual property rights in or to the Software, any updates or derivative works thereto, or the Documentation, or any copyrights, patent rights, or trademarks embodied or used in connection therewith, except for the rights expressly granted in this Agreement.

 

ARTICLE 5: TERM

The license granted in this Agreement is effective in perpetuity, as long as The LICENSEE owns the Software License and adheres to the terms and conditions of this Agreement. The term of this Agreement and the license granted herein shall start on the date The LICENSEE agrees to this Agreement and installs the Software.

 

ARTICLE 6: TERMINATION

Either the LICENSOR or the LICENSEE may withdraw from this Agreement if the other party is in breach of this Agreement and fails to cure such breach within ten (10) days after written notice of the breach is delivered to such Party.

On termination of this Agreement, The LICENSEE agrees to :

-       discontinue to use the Licensed Program,

-       deactivate the license key,

-       destroy all printed copies and delete all electronic copies of any documentation that have been downloaded, printed, or created relating to the Licensed Program, (LICENSEE will furnish to the LICENSOR a certificate which certifies with respect to each of the Licensed Programs that, through its best effort and to the best of its knowledge, the original and all copies, in whole or in part and any form, of each of the Licensed Programs have been destroyed).and

-       ensure that no copies of any of the Software screens, data, or other content remain archived or otherwise stored on a computer.

 

ARTICLE 7: SUPPORT & DOCUMENTATION

The technical specification and description of the functionality of the Software are contained in the Software´s documentation available on the website mosaic.sharingbox.com.

Training and consulting services shall not be provided by the LICENSOR according to this agreement but can be organised on demand upon payment of a training fee.

LICENSOR will provide to LICENSEE, the following support concerning the Software:

-       If LICENSEE notifies LICENSOR of a substantial program error respecting the Software, or LICENSOR has reason to believe that error exists in the Software, and so notifies LICENSEE, LICENSOR shall at its expense verify and attempt to correct such error within sixty (60) working days after the date of notification. If LICENSEE is not satisfied with the correction, then LICENSEE may terminate this Agreement, but without refund of any amount paid to LICENSOR or release of any amounts due LICENSOR at the time of termination.

-       In the case that LICENSEE has technical questions on the use of the Licensed Program, LICENSEE may submit those questions to LICENSOR via mosaic.help@sharingbox.com. LICENSOR can provide consulting to answer such questions without charge.

-       For the whole duration of the agreement, the LICENSEE will receive patch updates free of charge. What is meant by patch updates is all updates whose objective is to correct a bug or defect affecting the software and restricting, or even preventing, its use by the LICENSEE. Updates available must be made to ensure the correct use of the software.

The LICENSOR shall make decisions concerning provision of Software hotfixes or updates entirely at LICENSOR’s discretion and only for a period of time LICENSOR considers to be appropriate. The LICENSEE acknowledges that the development of the Software functionality as specified in this Section may result in a change of the Software functionality and/or the Software documentation. LICENSEE shall be deemed to have accepted such changes to the functionality and/or the documentation upon implementation.

 

ARTICLE 8: DELIVERY OF LICENSED PROGRAMS

The license shall be effective upon LICENSEE’s payment of all sums required by Article 11 of this Agreement and LICENSOR’s delivery of the Software license key number to LICENSEE.

 

ARTICLE 9: FORCE MAJEURE

If the performance of The LICENSOR under this Agreement is prevented, hindered, or otherwise made impractical by reason of flood, strike, war, acts of government, or any other casualty or cause beyond the control of The LICENSOR, then The LICENSOR shall be excused from its performance to the extent and so long as it is prevented, hindered, or delayed by such event(s).

 

ARTICLE 10: LICENSE FEE

In return for the provision of the license according to the terms of this Agreement, the LICENSEE shall:

-       Pay to the LICENSOR a one-time license fee in the amount specified in the LICENSOR’s price list available on the website mosaic.sharingbox.com then in effect on the day when this Agreement is executed.

-       The one-time license fee is due on or before LICENSOR’s delivery of the license key to LICENSEE, which permits LICENSEE to activate the Software.

The LICENSEE understands and acknowledges that the LICENSOR’s Price list is subject to change from time to time. Pricing for subsequent licenses purchased shall be according to LICENSOR’s Price List then in effect at the time of purchase. Changes in LICENSOR’s Price List are not applied retroactively to prior license purchases.

 

The LICENSEE is hereby informed that, if he uses a credit card to pay for the Services, that the charge for the Services may appear under a name other than the name of The LICENSOR and that, prior to contacting the credit card company in relation to such charges, that he will first contact The LICENSOR to verify the charges and the manner of billing.

The LICENSEE agrees that any chargeback by a credit card company (or similar action by another payment provider) of a charge related to the Services, for whatever reason, is a material breach of this Agreement and is grounds for termination.

The LICENSEE further agree that, upon a chargeback by himself, he agrees and acknowledges that The LICENSOR may suspend his access to any account he have with The LICENSOR. The LICENSOR will reinstate the rights solely at his discretion, and subject to the receipt of the fee owed and the then-current reinstatement fee, currently set at 200€.

 

In the event of LICENSEE’s default in the payment obligations under this Agreement or if LICENSEE otherwise fails to comply with the terms of this Agreement, the LICENSOR shall be entitled to suspend or limit the LICENSEE’s use of the Software and any support services. Any limitation of the ability to use the Software according to the previous sentence does not affect the LICENSOR’s right to receive license fees or support fees according to this Agreement.

 

ARTICLE 11: WARRANTY DISCLAIMER

LICENSEE accepts, the licensed programs «as is.» The LICENSOR provides no warranties as to the function or use of the licensed software, whether express, implied, or statutory, including without limitation, any implied warranties of merchantability or fitness for particular purpose.
The entire risk as to the quality and performance of the licensed software is with the LICENSEE. LICENSOR does not warrant that the functions contained in the licensed programs will meet LICENSEE's requirements or that the operation of the licensed software will be uninterrupted or error-free.

 

ARTICLE 12: LIMITATION OF LIABILITY

-       The LICENSEE is not entitled to receive damages from The LICENSOR for any cause relating to this Agreement, to the use of the Software, to any services provided by The LICENSOR under this Agreement, or to any services provided by any third party in connection with the use of the Software.

-       In addition, in no event shall the LICENSEE be entitled to obtain any injunctive relief or enjoin, restrain, or otherwise interfere with The LICENSOR or with the distribution, operation, development, or performance of the Software or any related products.

-       LICENSOR does not warrant that the functions contained in the Software will meet LICENSEEs requirements or that the operation of the Software will be uninterrupted or error-free.

-       LICENSEE assumes full responsibility for the selection of the Software to achieve LICENSEE‘s intended results and for the installation, use, and results obtained from the Software. The LICENSEE acknowledges that a functionality lacking in the Software which is not expressly stated in the Software’s documentation shall not be considered a defect in the Software.

-       The LICENSEE shall check the functionality and conformity of the Software with the Software documentation.

-       The LICENSEE further acknowledges that the LICENSOR shall not be responsible for the functionality of the LICENSEE’s data network, functionality of a public data network, functionality of the LICENSEE’s hardware, backing-up of data by the LICENSEE, for the state of other programs used by the LICENSEE or for any potential interference by third parties with other programs used by the LICENSEE.

-        IN NO EVENT WILL LICENSOR BE LIABLE TO LICENSEE FOR ANY LOSSES OR DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL (INCLUDING, BUT NOT LIMITED TO, ANY LOST PROFITS, LOST DATA, INTERRUPTION OF BUSINESS, LOST BUSINESS OPPORTUNITIES OR LOST SAVINGS), ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR THE DOCUMENTATION, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN NO EVENT WILL LICENSOR’S LIABILITY FOR DAMAGES TO LICENSEE OR ANY OTHER PERSON EVER EXCEED THE AMOUNT OF USD 100 (ONE HUNDRED UNITED STATES DOLLARS), REGARDLESS OF THE FORM OF THE CLAIM.

 

ARTICLE 13: NON-ASSIGNMENT

This Agreement and the licenses granted by it may not be assigned, sublicensed, or otherwise transferred by LICENSEE without the prior written consent of the LICENSOR.

 

ARTICLE 14: SUCCESSORS

This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective representatives, successors and assigns except as otherwise provided herein.

 

ARTICLE 15: IMAGE AND PERSONAL DATA

The LICENSEE acknowledges that it is solely responsible for the processing of personal data and images collected when using the sharingbox mosaic software.

Accordingly, the LICENSEE undertakes to comply with all legal provisions applicable to the collection and processing of this data and images including, but not limited to, the legal rules in the country the software will be used.

The LICENSEE will have access, within the limits of the availability of computer technology, to data and images stored by the LICENSOR.

All data will be erased from the LICENSOR's server maximum 365 days after the date of shooting, the delay may be shorter in some cases, including:

-       if the LICENSEE's sub-contractor asked for the data to be erased at another time

-       if a user exercises his right of withdrawal of data

The LICENSOR and its subcontractors will implement reasonable measures to provide the LICENSEE with an optimal data storage service. However, the LICENSOR shall, under no circumstances, be held liable for direct or indirect damages related to the accuracy, quality, reliability or availability of the data storage services. In this regard, the LICENSOR cannot notably guarantee that the data storage services of its subcontractors will be uninterrupted and free from error or that the data will be stored safely and permanently.

 

ARTICLE 16: DATA PRIVACY AND SECURITY

 

The Licensed Program may employ tools to collect and store  personally identifiable, sensitive or other information including personal information, network information, geographical information, information about the usage of the software, license information (key) expiration or machine information (including, but not limited to, information regarding the machine, system, disk ID, MAC address), collectively “Data.” 

As  the case may be, sharingbox may also host personal data  (photos) to execute the full range of services.

 

The collection of this Data may be necessary to you and your users with relevant Software or Technical Support. Without access to this Data, we may not be able to verify your compliance with this Agreement, among other things.

 

The LICENSOR  uses its best efforts to bring the data processing activities of sharingbox into compliance with applicable data protection legislation, including Regulation (EU) 2016/679 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (GDPR) and the Belgian Data Protection Act of 8 December 1992, each as applicable, and as amended, restated or replaced from time to time.

The LICENSOR shall  comply with the terms and conditions of the Data Processing  Annex  set forth in Exhibit A attached hereto.

 

By entering into this agreement or using the Software or Technical Support, you and your users agree to the processing of this Data as set forth in Exhibit A  in and from the European Union or other countries or jurisdictions outside of your or your users’ own as part of the Software or Support. If you choose to have your personal information deleted from our database, please contact gdpr@sharingbox.com. Please note that we may need to retain certain records for legal or internal business reasons and some of your information may remain on backup systems in compliance with applicable law. We encourage you promptly to update your personal information when it changes.

 

Licensee agrees that except as provided by Exhibit A,  LICENSEE is responsible for its secure use of the Services, including securing its account authentication, protecting the security of User Data when in transit to and from the Service and taking any appropriate steps to securely encrypt or backup any User Data downloaded from the Service. LICENSEE owns all End User Data including End User Data, if any, collected by Licensor. Licensor cannot be held  responsible for improper handling of the Data on Licensee's side.

 

 

ARTICLE 17: DATA & SERVER COSTS

The cost of the of the Software license does not include any  storage of photos linked to the use of the Digital Mosaic Software.

The storage of photos is detailed in the Web Hosting Agreement hereunder.

 

ARTICLE 18: CONFIDENTIALITY

18.1 LICENSEE recognizes that sharingbox regards the Licensed Program as its proprietary information and as confidential trade secrets of great value. LICENSEE agrees not to provide or to otherwise make available in any form the Licensed Program, or any portion thereof, to any person other than employees of LICENSEE without the prior written consent of sharingbox. LICENSEE further agrees to treat the Licensed Program with at least the same degree of care with which LICENSEE treats its confidential information and in no event with less care than is reasonably required to protect the confidentiality of the Licensed Program.
18.2 LICENSEE acknowledges that all information and documents at its disposal or acquired in any manner whatsoever, within the framework of the agreement, are the exclusive and sole property of the LICENSOR and are confidential (hereinafter referred to as “Confidential Information”). The LICENSEE undertakes to treat the Confidential Information with at least the same level of caution that it would do so regarding its confidential information and declares that it will treat such information with reasonable care.
The LICENSEE acknowledges that the rates and clauses of the Agreement are confidential and undertakes not to disclose them to third parties.
The LICENSEE undertakes to limit access to the Confidential Information to those of its employees who need to know this Confidential Information concerning the purpose of the Agreement and who have agreed in writing to comply with substantially similar provisions and as restrictive as those in the Agreement.
18.3 The LICENSEE acknowledges and agrees that :
(i) The Confidential Information represents a major investment in terms of time, effort and cost on the part of the LICENSOR and provides the LICENSEE with a significant competitive advantage in its business activity and
(ii) a breach of this clause by the LICENSEE would cause the LICENSOR exceptional harm and damage and that the LICENSEE would be held liable. Such a breach will, therefore, result in the payment of damages to the LICENSOR.

 

ARTICLE 19: MISCELLANEOUS

19.1 Sanctity of Agreement
The Parties intend to be legally bound by this Agreement which shall replace any prior negotiations and agreement on this subject.
19.2 Severability
If any of the clauses of this contract were to be unlawful, null and void or not applicable, the other clauses of this Agreement would remain unchanged and would continue to apply as if the illegal, null and void or non-applicable provisions were no longer contained in these general conditions.
The parties shall then agree to replace the clause declared null and void with a clause which will be most similar to its content and the economic balance of the initially adopted clause.
19.3 Faxing, Scanning
This Agreement may be signed by electronic signature (e-signature) in several copies. Each copy, thus obtained, shall be deemed to be an original copy, all of which together constitute one single legal text.

19.4 Modification

This Agreement may be modified or amended at the sole discretion of The LICENSOR.

 

ARTICLE 20: LITIGATION AND APPLICABLE LAW

In the event of disputes or litigation relating to the execution and/or interpretation of these general conditions, only the courts of Brussels will have jurisdiction to rule on such matters. Only Belgian law shall be applied.

 

 

 

 

 

 

WEB HOSTING AGREEMENT

 

NATURE OF THE AGREEMENT.

This Agreement is a legal contract made between The LICENSEE/CLIENT and The LICENSOR/HOSTING PROVIDER. The main purpose of this Agreement is to precede a longer-term contract arrangement under which the LICENSOR will provide Web Hosting services linked to the Digital mosaic software  to The LICENSEE.,The service(s).

 

These terms and conditions may be modified from time to time. Modifications made to this Agreement will become effective 30 days after the modifications are posted. This Agreement shall be posted through the interface which The LICENSEE uses to configure and/or otherwise orders the Services. The LICENSEE agrees that he will check the terms and conditions periodically and that, if he no longer agrees to the terms and conditions of this Agreement, that he will stop using the Services and that he will terminate the Services.

 

ARTICLE 1 : TERMS

Subject to the terms and conditions of this Agreement, the LICENSOR will provide Web Hosting services to the LICENSEE  subject to the following terms:

1.1 Length of Service. LICENSEE agrees to an initial twelve (12) month contractual term of service (“Term”).
1.2 Service Start Date. The first payment plus setup charges, if any, shall be due in advance of any service provided. Service shall begin upon LICENSOR receipt of payment for such first Term of service or upon a mutually agreed upon alternate date.
1.3 Renewal by Client. This Agreement will automatically renew for successive twelve (12) month Terms unless canceled in writing by Client at least 30 days prior to the end of Term renewal date. The LICENSEE agrees  that the renewal fees shall be charged to the credit card associated with hid account. Renewal prices are subject to change. Renewal of services by Client indicates agreement to any Contract revisions and price changes. Renewal fees for the following term will be automatically invoiced to Client’s account.

 

ARTICLE 2 : COSTS

Costs will be

-       up to xx Go storage : 2€ per month 

-       up to xx Go storage : 2€ per month 

-       up to xx Go storage : 2€ per month 

 

ARTICLE 4 : PAYMENT

Terms of payment are payment in advance. unless credit approval has been granted by Company. If credit approval has been granted, credit terms are net 10 days upon receipt of invoice. We reserve the right to revoke any credit extended if payment is in arrears for more than 30 days.

 

The LICENSEE is hereby informed that, if he uses a credit card to pay for the Services, that the charge for the Services may appear under a name other than the name of The LICENSOR and that, prior to contacting the credit card company in relation to such charges, that he will first contact The LICENSOR to verify the charges and the manner of billing.

The LICENSEE agrees that any chargeback by a credit card company (or similar action by another payment provider) of a charge related to the Services, for whatever reason, is a material breach of this Agreement and is grounds for termination.

The LICENSEE further agree that, upon a chargeback by himself, he agrees and acknowledges that The LICENSOR may suspend his access to any account he have with The HOSTING PROVIDER. The LICENSOR will reinstate the rights solely at his discretion, and subject to the receipt of the fee owed and the then-current reinstatement fee, currently set at 200€.

 

CENSORSHIP

The LICENSOR will exercise no control whatsoever over the content of the hosted information and is not responsible about this content. 

 

WARRANTIES

The LICENSOR makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. The LICENSOR also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by the LICENSEE, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of the LICENSEE. Use of any information obtained by way of The LICENSOR is at the LICENSEE’s own risk, and The LICENSOR specifically denies any responsibility for the accuracy or quality of information obtained through its services. Connection speed represents the speed of an end-to-end connection. The LICENSOR does not represent guarantees of speed or availability of end-to-end connections. The LICENSOR expressly limits its damages to the LICENSEE for any non-accessibility time or other down time to the pro-rata monthly charge during the system unavailability. The LICENSOR specifically denies any responsibilities for any damages arising as a consequence of such unavailability.

 

TRADEMARKS AND COPYRIGHTED MATERIAL

The LICENSEE  warrants that it has the right to use any applicable trademarks or copyrighted material used in connection with this service.

 

TERMINATION

The LICENSOR may terminate this Agreement at its sole discretion upon the occurrence of one or more of the following events:

1) failure to comply with any provisions of the Agreement upon receipt of written notice from The LICENSOR of said failure,

2) appointment of Receiver or upon the filing of any application by  the LICENSEE seeking relief from creditors,

3) upon mutual agreement in writing of The LICENSOR and the LICENSEE.

In the event of termination or suspension of Services The LICENSEE agrees that no paid fees will be refunded to him and

In the event of a breach of this agreement: all photos will be permanently deleted from the LICENSOR’s server within one month.

In the event of non-payment of web hosting fees  for a consecutive two-month period, photos will be no longer be accessible and will be permanently deleted from the server.

If the contract is not renewed, all photos will be deleted within one month after the last day of the contract.

 

INDEMNIFICATION

The LICENSEE shall indemnify and hold The LICENSOR harmless from and against any and all claims, judgments, awards, costs, expenses, damages and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted or imposed against The LICENSOR directly or indirectly arising from or in connection with The LICENSEE's marketing or support services of the product or services or the unauthorized representation of the product and services or any breach of this Agreement by The LICENSEE.

 

DATAS

The LICENSEE acknowledges that The LICENSOR is not obligated to return any data upon termination of this Agreement. The LICENSEE acknowledges that it is his responsibility to download, make copies of, and/or backup all data residing on the servers

The LICENSEE represents and warrants as follows: that

a) The LICENSEE is lawfully entitled to use, display, posses, or access the data uploaded, linked to, framed, or otherwise posted on his mosaic website by him and/or by the users of his access;

b) that The LICENSEE’s  use of the Services will not infringe the intellectual property rights of any third party;

c) that The LICENSEE’s use of the Services will not violate any laws, including, without limitation, laws relating to unsolicited commercial email, child pornography, collection of identifying information, consumer protection, and privacy;

 e) that The LICENSEE’s use of the Services will not subject the LICENSOR to any claims by any third party, including claims relating to infringement of intellectual property rights or claims relating to the products or services which The LICENSEE may provide or offer through the Services furnished by the HOSTING PROVIDER..

The LICENSEE  represents and warrants that he will not allow any unauthorized third party to access the account which he use to access the Services.

 

ARTICLE 19: MISCELLANEOUS

19.1 Sanctity of Agreement
The Parties intend to be legally bound by this Agreement which shall replace any prior negotiations and agreement on this subject.
19.2 Severability
If any of the clauses of this contract were to be unlawful, null and void or not applicable, the other clauses of this Agreement would remain unchanged and would continue to apply as if the illegal, null and void or non-applicable provisions were no longer contained in these general conditions.
The parties shall then agree to replace the clause declared null and void with a clause which will be most similar to its content and the economic balance of the initially adopted clause.
19.3 Faxing, Scanning
This Agreement may be signed by electronic signature (e-signature). Each copy, thus obtained, shall be deemed to be an original copy, all of which together constitute one single legal text.

19.4 Modification

This Agreement may be modified or amended at the sole discretion of The LICENSOR.

 

ARTICLE 20: LITIGATION AND APPLICABLE LAW

In the event of disputes or litigation relating to the execution and/or interpretation of these general conditions, only the courts of Brussels will have jurisdiction to rule on such matters. Only Belgian law shall be applied.

 

 

EXHIBIT A:                                                                                                                                                                                                               

DATA PROCESSING AGREEMENT

WHEREAS:

1. The Client (as referred to in the commercial proposal) concluded an agreement (the “Agreement”) with sharingbox, (the “Provider”) for the provision of services describes in the above commercial proposal (the “Services”). When providing these services to Client under or in connection with the Agreement, Provider may process certain Personal Data of Client as a data processor on behalf of Client (the “Client Personal Data”), excluding Personal Data processed by Provider in its capacity of data controller;
2. When processing Client Personal Data, Provider will be acting as data processor in the meaning of the applicable Data Protection Legislation; and
3. Client and Provider wish to lay down in this Data Processing Annex the framework for the processing of the Client Personal Data by Provider under or in connection with the Agreement.

 

THEREFORE IT IS AGREED AS FOLLOWS :

1. INTERPRETATION

1.1 This Data Processing Annex will be governed by the terms and conditions set out in the Agreement. Capitalized terms used but not defined in this Data Processing Annex shall have the meanings given to them in the Agreement unless the context requires otherwise.

1.2. In this Data Processing Annex:

“Agreement” has the meaning given to that term in recital 1 of this Data Processing Annex;

“Approved Subcontractors” means the subcontractors that have been approved by Client in accordance with article 6.2;

“Client Personal Data” has the meaning given to that term in recital 1 of this Data Processing Annex. A description of the categories of Client Personal Data is set out in Schedule 1;

“Data Protection Legislation” means any law, enactment, regulation, regulatory policy, by law, ordinance or subordinate legislation relating to the processing, privacy, and use of Personal Data, as applicable to Client, Provider and/or the Services, including:

A. in Belgium:
i. the Data Protection Act of 8 December 1992 and any other national laws or regulations implementing EU Directive 95/46/EC (“Data Protection Directive”); and
ii. the Regulation of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation) (“GDPR”), and any corresponding or equivalent national laws or regulations; and

B. in other EU countries: the Data Protection Directive or the GDPR, once applicable and all relevant Member State laws or regulations implementing these Directives or further determining the GDPR;

in each case, as in force and applicable, and as may be amended, supplemented or replaced from time to time;

“Data Processing Annex” means the present data processing annex, including any schedules to this Data Processing Annex;

“Personal Data” means any information relating to an identified or identifiable natural person;

“Services” has the meaning given to that term in recital 1 of this Data Processing Annex ;

“Third Country” has the meaning given to that term in article 7.1.

1.3 The Parties acknowledge and agree that this Data Processing Annex forms an integral part of the Agreement. If there is any conflict or inconsistency between any:
1.3.1 term in the main part of this Data Processing Annex;
1.3.2 term in any of the schedules to this Data Processing Annex; and
1.3.3 term in the Agreement and its schedules and annexes;
the term falling into the category first appearing in the list above shall take precedence.

 

2. SCOPE AND PURPOSE

2.1 The provisions of this Data Processing Annex will only apply if and to the extent that, for the provision of the Services, Provider processes Client Personal Data.

 

3. COMPLIANCE WITH APPLICABLE DATA PROTECTION LEGISLATION

3.1 When processing Client Personal Data Provider will at all times comply with its obligations under all applicable Data Protection Legislation.

3.2 Provider will only process Client Personal Data:

3.2.1 in the manner and for the purposes set out in Schedule 1; and

3.2.2 upon documented instructions of Client.

3.3  Client hereby:

3.3.1 instructs Provider to take such steps in the processing of Client Personal Data on behalf of Client as are reasonably necessary for the provision of the Services; and

3.3.2 authorises Provider to provide to the Approved Subcontractors and on behalf of Client instructions that are equivalent to the instructions set out in article 3.3.1.

 

4. CONFIDENTIALITY AND SECURITY

4.1 Provider undertakes to treat all Client Personal Data as confidential. Unless Client requires otherwise in writing, Provider will not disclose Client Personal Data to any third party other than:

4.1.1 to those of its employees, Approved Subcontractors and employees of the Approved Subcontractors to whom such disclosure is reasonably necessary for the provision of the Services; or

4.1.2 to the extent required by law, by any governmental or other regulatory authority, or by a court or other authority of competent jurisdiction; and,

provided that the persons to whom Client Personal Data may be disclosed pursuant to article 4.1.3 are bound by obligations of confidentiality consistent with those imposed upon Provider under this Data Processing Annex and under the Agreement;

4.2 Having regard to the technology available, the cost of its implementation and having regard to the nature, scope, context and purposes of the processing of Client Personal Data, Provider will implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk and to prevent any accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Client Personal Data.

 

5. REPORTING PERSONAL DATA BREACHES

5.1 Provider will provide Client with written notice as soon as reasonably possible upon becoming aware of any actual breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, any Client Personal Data processed by Provider.

 

6. SUBCONTRACTING AND SUBPROCESSING

6.1 Client authorises Provider to subcontract all or part of the processing of Client Personal Data provided that:

6.1.1Provider informs Client of any intended changes concerning the addition or replacement or subcontractors, thereby giving Client the opportunity to object such changes; and

6.1.2 Provider and the subcontractor have entered into a written data processing agreement setting out obligations that are consistent with those set out in this Data Processing Annex.

6.2 For the purpose of article 6.1, Client hereby approves the subcontracting of the processing of Client Personal Data to the subcontractors as described in Schedule 2. The subcontractors described in Schedule 2 will be deemed to be Approved Subcontractors for the purpose of this Data Processing Annex.

 

7. CROSS-BORDER TRANSFERS OF CLIENT PERSONAL DATA

7.1 Provider may transfer Client Personal Data to a recipient in a country outside of the European Economic Area (such other country being a “Third Country”) if:

7.1.1 there has been an EU Commission finding of adequacy in respect of that Third Country pursuant to applicable Data Protection Legislation;
7.1.2 the transfer falls within the scope of the EU-US Privacy Shield program;
7.1.3 the recipient has entered into a contract with Client that contains model clauses that have been approved by the EU Commission or another competent public authority in accordance with applicable Data Protection Legislation; or
7.1.4 alternative appropriate safeguards have been provided pursuant to applicable Data Protection Legislation.

 

8. AUDIT

8.1 For the purpose of auditing Provider's compliance with Provider's obligations under this Data Processing Annex, Client may request and Provider will permit Client to obtain copies of any non-confidential information that is reasonably necessary to demonstrate Provider’s compliance with Provider’s obligations under this Data Processing Annex. Such requests for information will be made in writing by Client. Provider undertakes to provide, to the best of its knowledge, the requested documents and information within a reasonable period, taking into account the amount and complexity of the requested information.

8.2 To the extent Client has not obtained the necessary information pursuant to article 8.1, Client may, for the purpose of auditing Provider’s compliance with Provider’s obligations under this Data Processing Annex, request an inspection on Provider’s premises and Provider will accept such inspection, if and only all the following conditions are being met:

8.2.1 the inspection request is provided in writing to Provider at least ninety (90) business days prior to the inspection taking place;

8.2.2 the inspection is conducted during normal business hours;

8.2.3 Provider’s daily operations remain unaffected by the inspection;

8.2.4 the inspection does not last longer or involve more resources than necessary to obtain the requested information;

8.2.5 Client and/or the third parties conducting the inspection on its behalf first agree to be bound by ad hoc reasonable confidentiality obligations in respect of the information and documents obtained, prior to any inspection being conducted;

8.2.6 Client and Provider agree on a written action plan containing the exact scope of information, documents, information systems and IT facilities that will be subject to the inspection; and

8.2.7 Client will bear all costs and expenses relating to each audit (including, without limitation, costs and expenses incurred by Provider in connection with any assistance provided by Provider in the conduct of such audit).

9. ASSISTANCE WHEN HANDLING REQUESTS FROM DATA SUBJECTS

9.1 Provider will, to the extent possible and at Client’s costs and expenses, cooperate with Client when:
9.1.1 handling requests from data subjects exercising their rights; and
9.1.2 conducting any data privacy impact assessments in connection with the provision of the Services.

 

10. TERM AND TERMINATION

10.1 This Data Processing Annex enters into force on the date of the Service Agreement and will remain in force for as long as Provider will provide the Services under the Agreement.

 

11. RETURN/DESTRUCTION OF CLIENT PERSONAL DATA

11.1 Within thirty (30) business days after expiration or termination of this Data Processing Annex, Provider will:
11.1.1 at the option of Client:
a. return to Client in a then commonly used electronic format all Client Personal Data that, as of the termination date or expiration date, are in the possession or under the control of Provider; or
b. destroy or purge their computer systems and files of any Client Personal Data that, as of the termination date or expiration date, are in the possession or under the control of Provide

 

 

SCHEDULE 1: DESCRIPTION OF DATA PROCESSING

1. PURPOSES OF THE DATA PROCESSING

The purposes of the data processing are:

• Photos and data collection through photo booths, hosting online photo galleries, photo quality checks and dispatch of photos to end-users;
• IT support (troubleshooting) and customer support (including remote access to photo booths for maintenance purposes).

 

2. CATEGORIES OF PERSONAL DATA

The Client Personal Data that will be processed by the Processor are:

• Identification data (names, titles, etc.);
• Location of photo booths;
• Contact details (emails);
• Professional identification data (job title, etc.);
• Image recordings (photos).

 

3. CATEGORIES OF DATA SUBJECTS

The categories of data subjects are:

• End-users of the photo booths.

 

4. PROCESSING INSTRUCTIONS

Provider will process the Client Personal Data as follows:

• Only to the extent necessary to achieve the above mentioned purposes; and
• Where applicable, only to the extent necessary to comply with a legal obligation applicable to the Provider; or
• When consent is required from a data subject, only after having obtained prior consent from the data subject.

 

SCHEDULE 2: APPROVED SUBCONTRACTORS

• Amazon Web Services, Inc. located at P.O. Box 81226 Seattle, WA 98108-1226
• Google LLC, located at 1600 Amphitheatre Parkway, Mountain View, CA 94043, United States
• Mandrill, (The Rocket Science Group LLC), located at 675 Ponce de Leon Ave NE, Suite 5000, Atlanta, Georgia 30308
• Twilio Inc., located at 375 Beale Street, Suite 300, San Francisco, CA 94105
• Sightengine, Kozelo SAS, 16 bis rue d'Odessa, 75014 Paris, France