Essential Legal Information

These terms of use (the “User Agreement”) are entered between Cooperatie SNB-REACTU.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”) as described here : ocean.react.org and its functionalities (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, during the term of this User Agreement, solely for Your internal business purposes of enforcing Your intellectual property rights or for the purpose agreed in writing by React.

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, theSoftware

(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 ofthe 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- Party Software”). You agree to be bound by the Third-Party Software terms and conditions of the respective third-party providers 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-PartySoftware 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 will endeavor to make the Service available but does not warrant that it that it will operate continuously or that theSoftware will be error free or fit for a particular purpose, amongst other things.

6. Changes to the Software

React reserves the right to make changes to the Software from time to time to improve the performance, security or functionality of the Software and will use reasonable efforts to provide notice of these changes to You.

7. Limitation of liability

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

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

7.2. 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 inattributable breach of its obligations. The notice of breach must specify in as muchdetail as possible the nature of the breach to enable React to respond adequately.

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

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

8. IP Indemnity

8.1. 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 suchthird 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 withoutyour prior written consent.

React shall have no liability under this section if You have not used the Services inaccordance 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.

8.2. 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 datainfringes 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.

9. Confidentiality

9.1. “Confidential Information” means any non-public, proprietary, or sensitiveinformation, whether oral, written, or electronic, disclosed by one party(“Disclosing Party”) to the other party (“Receiving Party”) that is designated asconfidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. The Software, the Services, and any information made available through or in connection with the use of the Service including but not limited to documentation, data models, schemas, user interfaces, source code, configurations, and any non-public technical or business information accessed, observed, or derived from use of the Services shall be considered the Confidential Information of React.

9.2. The Receiving party shall (I) not disclose the Disclosing Party’s Confidential Information to any third party without the prior written consent of the Disclosing Party ; (ii) treat the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; and (iii) use the Confidential Information solely for the purpose of accessing and using the Services in accordance with this Agreement. You acknowledge that the Software may process or store data that is considered confidential or proprietary. You shall not attempt to access data or systems beyond the scope of Your authorised use and shall implement appropriate safeguards to prevent unauthorized access or disclosure.

9.3. 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.

9.4. 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 ConfidentialInformation, it shall notify the Disclosing Party without delay.

10. 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.

11. Termination

React reserves the right to terminate this User Agreement immediately and at any time in the event of breach of section 2 or section 9by You.

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

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

Both Parties shall promptly return or securely destroy all Confidential Information, including all copies, unless retention is required by law or necessary for compliance purposes.

12. 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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