Essential Legal Information

These terms of use (the “User Agreement”)are entered between Cooperatie SNB-REACT U.A. (“React”) and you, on behalf of your employer or any other entity which you represent (“You”/”Your”).  

 By accessing the Ocean tool (the “Software”) and if applicable, the React portal as described here: ocean.react.org  (the “React Portal”) (together, the “Services”), You agree to be bound by the User Agreement, which may be amended from time to time. Your continued use of the Services after any changes to the User Agreement constitutes your acceptance of the new terms. This User Agreement begins on the date You click to accept it (“Effective Date”) and supersedes any other prior agreement between You and React regarding the use of the Services.  

If you do not agree to comply with this User Agreement, please do not use the Services.

1.       Access rights

React hereby grants You a limited, worldwide, non-exclusive, non-sublicensable and non-transferable right to access and use the Software and to use the functionalities made available to You through the React Portal, during the term of this User Agreement, solely for Your internal business purposes.

‍2.       User obligations, prohibited use

You shall be responsible for keeping Your account credentials (username and password) confidential and safe, ensuring that Your use of the Services complies with all applicable laws and regulations and promptly notifying React of any unauthorized use of Your account or any other security breach.

In addition, You agree not to, and will not permit others to:

(a) reverse engineer or decompile the Software; (b) sell, resell, sublicense, or transfer, the Software  (c) copy, modify, or create a derivative work of the Software; (d) use the Services for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates any applicable law or regulation; (e) use the Services to transmit any viruses, worms, or malicious content; (f) use the Services to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (g) use the Services to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (h) use the Services to collect or track the personal information of others without their consent; or (i)  interfere with or circumvent the security features of the Services or any related website.

3.       Third party software

The Software may integrate or allow You to use third party software application or services (“Third-PartySoftware”).  You agree to be bound by the Third-Party Software terms and conditions of the respective third-partyproviders available at the link below, which can be updated from time to time:

https://cloud.google.com/terms

React does not warrant or assume any responsibility for any Third-Party Software, including its accuracy, reliability, or performance. Any issues arising from the use of Third-Party Software should be directed to the respective third-party provider.

4.       Intellectual Property

All rights, title, and interest in and to the Services, including all intellectual property rights, are and will remain the exclusive property of React.

5.       Warranty

5.1.  React warrants that Software will operate in accordance with the documentation accessible here: ocean.react.org.  

5.2.  Except for the warranties given in this User Agreement, the Software is provided “as is” without warranty of any kind. React does not warrant that the Software will be error free or fit fora particular purpose, amongst other things. React will endeavour to make the React Portal available but does not warrant that it will operate continuously or without interruptions or will be error-free.

6.       Limitation of liability

To the maximum extent permitted by law, in no event React shall be liable for any damages whatsoever arising out of or in connection with the use of or inability to use the Services

6.1.  React will only be liable to you in the event of (a) an attributable breach of the contract; or (b) an attributable unlawful act. 

6.2.  The liability of React for any attributable breach of contract only arises if You have without delay served React with a notice of breach specifying a reasonable period for remedying the breach, and even after such period React remains in attributable breach of its obligations. The notice of breach must specify in as much detail as possible the nature of the breach to enable React to respond adequately.  

6.3.  React’s total liability under this User Agreement does not exceed (i) the actual fee paid by You exclusive of VAT for the specific services given rise to the claim in the preceding six (6) months; or (ii) 5000 € if the Services are provided free of charge. 

6.4.  In no event shall React be liable for any third-party claims against You including claims arising from the removal of listings detected by React. 

7.       IP Indemnity

7.1.  React indemnity

React agrees to defend You from and against any third party claim that the authorized use of the Services infringes any third-party intellectual property rights and will indemnify and defend You against any damages and costs finally awarded on such third party intellectual property claim by a court of a competent jurisdiction, including reasonable attorneys’ fees, provided that you (a) promptly notify React in writing of the claim; (b) React has sole control of the defense and all related settlement negotiations; and (c) You provide React with all necessary assistance, information, and authority to perform the above. React may not settle any claim that includes a financial or specific performance obligation on, or admission of liability by You without your prior written consent.

React shall have no liability under this section if You have not used the Services in accordance with React’s instructions or if You have modified the Software or use it in combination with non-authorized third-party products. This indemnity is Your exclusive remedy for any claim of infringement of intellectual property rights.

7.2.  Your indemnity

You agree to indemnify , defend and hold harmless React  from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to any third party  claim that Your data infringes any third party intellectual property rights or to the extend it arises from a breach of applicable laws  or a breach section ‎2,  ‎3 or ‎4 by You; provided that React (a)promptly notify You in writing of the claim; (b) You have sole control of the defense and all related settlement negotiations; and (c) React provides You with all necessary assistance, information, and authority to perform the above. You may not settle any claim that includes a financial or specific performance obligation on, or admission of liability by React without React’s prior written consent.

8.       Confidentiality

“Confidential Information” means any non-public, proprietary, or sensitive information, whether oral, written, or electronic, disclosed by one party (“Disclosing Party”) to the other party(“Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Receiving party undertakes not to disclose the Disclosing Party’s confidential information, or any information contained herein or obtained in connection with the Software, to any third party.

This obligation of confidentiality does not apply to information that: 

a.       is already generally known or generally available to the public at the time it was disclosed to the Receiving Party ;  

b.      is obtained or received lawfully from third parties; or 

c.       must be disclosed by law or by decision of a court or an order of an authority.  

In the event that the Receiving Party has reason to believe that there has been an unauthorized loss, access or disclosure of the Disclosing Party’s confidential information, it shall notify the Disclosing Party without delay. 

9.       Privacy

React processes data in accordance with its Data Privacy Policy available here https://www.react.org/privacy-policy.

If React performs activities for You as a processor as meant in the rules and regulations pertaining to the protection of personal data, the parties will conclude a Data Processing Agreement.

10.  Termination

React reserves the right to terminate this User Agreement immediately and at any time in theevent of breach of section ‎2 by You.

Each party may terminate this User Agreement for convenience with a 30 days’ prior written notice to the other party.

Upon termination of this User Agreement, You must stop using the Services. 

11.  Governing law and jurisdiction

This User Agreement shall be exclusively governed by and construed in accordance with the laws of the Netherlands, without regard to its conflicts of law rules and the court of Amsterdam, the Netherlands has exclusive jurisdiction in the event of conflict.

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