Terms of Service
Effective date: 09-10-2024
Terms
These Terms ("Terms") govern your access and use of the cloud-based reporting platform and related products and services ("Services") and website ("Websites") provided by URIports B.V. ("we," "us", "our"). URIports B.V. is located at Provincialeweg 9, 3998 JE in Schalkwijk, the Netherlands and is registered at the Chamber of Commerce in The Netherlands with number 94801045. By using our Services, you agree to be bound by these Terms. If you're using our Services for an organization, you agree to these Terms on behalf of that organization and in these Terms, "you" or "your" refers to that organization. If you do not have such authority, or if you do not agree with these Terms, You must not accept these Terms and should not access or use the Services or Websites.
We may modify these Terms from time to time by posting the most current version on our website. New features that we add to our Services are subject to these Terms. If a modification materially reduces your rights, we will notify you (by, for example, sending a message to the email address associated with your account, or posting on our Twitter timeline or as a notification inside the URIports application). If you do not agree to a modification, you may terminate your use of our Services or request us to terminate the provision of our Services to you. You agree to be bound by the modified Terms by continuing to use our Services after the modification comes into effect. You can view the most recent version of these Terms here:
https://www.uriports.com/terms
Privacy Policy
We are committed to protecting your privacy. Our Privacy Policy explains how we collect, use and handle your information when using our Services. You understand that you consent to collecting, using, and handling your information as outlined in our Privacy Policy through your use of our Services. For more information, please see our Privacy Policy here:
https://www.uriports.com/privacy
Registration
You represent and warrant that you are at least 18 years of age, or the applicable age of majority in your geographic area, and that you have the legal ability, right and authority to be bound by, or bind your organization to, these Terms. You agree to provide us with current, complete and accurate registration information as prompted by our Services registration process ("Registration Data"). You agree not to omit or misrepresent any Registration Data, and you agree to update such data to ensure that such data is current, complete and accurate.
License
Subject to your compliance with these Terms, we grant you a non-exclusive, non-transferable, non-assignable, worldwide, limited license to use our Services that you have ordered and paid for solely for your own internal business purposes only in accordance with these Terms and the applicable Services documentation for the Term (as defined below), unless earlier terminated. You may use our Services documentation solely in connection with your use of our Services. All rights not expressly granted to you in these Terms are reserved by URIports and its licensors. All right, title and interest in and to the intellectual property rights in our Services and related documentation and any corrections, derivatives, enhancements, modifications, updates and upgrades to our Services and related documentation, including all intellectual property and other proprietary rights therein, belong solely and exclusively to URIports and its licensors. Our Services may include certain third party components and support services. For any components or services that you use, you agree to comply with the terms and conditions of such third party providers.
Services Level
We will make commercially reasonable efforts to keep our Services operational 24 hours a day and seven days a week, except for planned downtime for maintenance, upgrades and updates for which we will use commercially reasonable efforts to provide at least [24] hours prior notice, or for unplanned downtime caused by any circumstance beyond our control, including acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, failures in computer, hardware, telecommunications, internet service provider or hosting facilities, power shortages and denial of service attacks. Despite our efforts, our Services or any functionality may from time to time encounter technical or other problems and may not continue uninterrupted. We are not responsible for any such problems, interruptions, any ongoing obligation to offer our Services or any functionality, or any damages resulting therefrom. We reserve the right to modify, suspend or discontinue all or any part of our Services at any time for any reason without liability to you.
Changes to the Websites and Services
We have the right but not the obligation to change content on our website at any time. We may discontinue or change any part of our website, that does not affect the Services, without notifying you.
We may upgrade, update, or modify the provision of all or any part of the Services from time to time, including to improve the Services or to address any legal or regulatory requirements or to address a change in our policies. What constitutes a "material update" will be determined by us in good faith using our reasonable judgment but will only include an update that materially affects your use of the Services. Unless otherwise stated, the updates are also subject to these terms and we reserve the right to deploy updates at any time. Where you do not agree to an update, your sole remedy shall be to terminate your use of the Services and to comply with the termination obligations set forth in these Terms. Any use of the Services after the update will constitute your acceptance of the update.
Fees
We will charge you a fee based on your subscription by charging your payment method in advance for the subscription term you have agreed following your account's activation. Should you upgrade or downgrade your subscription, your payment method will be charged for your new billing rate. At the time of your upgrade, we will prorate the price difference between your prior and new plan and your new plan will be immediately in effect. Downgrading can be done at the end of your current subscription. Your payment method will then be charged at your new billing rate for the new subscription term thereafter. All payment obligations are non-cancelable and all amounts paid are non-refundable. The fees do not include any taxes, duties, fees or other amounts assessed or imposed by any government authority, for which you are responsible. You agree to pay or reimburse us for all such amounts upon demand, or provide evidence of payment or exemption. We reserve the right to change our fees and billing methods upon 30-days notice. We will notify you of any fees changes by, for example, sending a message to the email address associated with your account. For existing contracts for which fees have been already received by us, we will implement the price changes during the next renewal period.
Reporting Data
We do not own any of your data, information or reports that we receive at our Services ("Reporting Data"). As between URIports and you, you retain title to and ownership of all right, title and interest in your Reporting Data. By using our Services, you grant us a limited license to access, disclose, process, transmit and use your Reporting Data for performing our Services to you and for complying with these Terms. Following a termination of your URIports account, we will immediately have no obligation to maintain or provide access to your Reporting Data and will thereafter, unless legally prohibited, delete all Reporting Data in our possession. You agree that you are solely responsible for saving your Reporting Data prior to any such termination. Any Reporting Data in your account that surpasses the retention days of your subscription will automatically be deleted and we have no obligation to maintain or provide you access to this Reporting Data. We may remove inactive accounts without providing any notice to you that (i) do not have an active subscription, (ii) do not contain any Reporting Data, and (iii) are not used in the past six months.
We may use (but not disclose) data collected regarding your use of our Services for our internal business purposes, including for creating anonymized, aggregated and otherwise non-personal data. We may freely use and make available such anonymized, aggregated and otherwise non-personal data regarding the use of our Services for our business purposes. We will ensure that this anonymized, aggregated and otherwise non-personal data cannot identify you and can in no way be specifically associated to you.
Confidentiality
All confidential information ("Confidential Information") whether written or oral, in any form, including without limitation, information relating to the development, products, trade secrets, business plans, suppliers, customers, finances, personnel data, and other material or information considered proprietary by the disclosing party that is provided by one party to any other party under these Terms is deemed to be confidential. The receiving party shall not use, disclose, or otherwise take any advantage of such Confidential Information. In particular:
- each party shall exercise the same degree of care to avoid the publication or dissemination of the confidential information of the other party as it affords to its own confidential information of a similar nature which it desires not to be published or disseminated, which in any event shall not be less than reasonable care.
- Confidential Information disclosed under these Terms shall only be used by the receiving party within the purpose of these Terms or the performance of its obligations hereunder. The receiving party agrees not to use the disclosing party's confidential information except in the course of performing hereunder and will not use such confidential information for its own benefit or for the benefit of any third party.
- the obligation of the parties not to disclose confidential information shall survive the termination or cancellation of these Terms. However, no party shall be obligated to protect confidential information of the other party which:
- is rightfully received by the receiving party from another party without confidential obligation to such party, or
- is known to or developed by the receiving party independently without use of the confidential information, or
- is, or becomes generally known to the public by other than a breach of duty hereunder by the receiving party; and
- furthermore, a receiving party may disclose confidential information that is required to be disclosed pursuant to a requirement of a government agency or law so long as the receiving party provides prompt notice to the disclosing party of such requirement prior to disclosure.
Data Security and Privacy
We use appropriate technical and organizational measures to protect the Reporting Data. The measures used are designed to provide a level of security appropriate to the risk of processing the Reporting Data
We process Reporting Data only as per your instructions to the extent they are consistent with the functionality of the Services. For purposes of the GDPR, we are the processor and not the controller of the Reporting Data. Between the parties, you are the "controller" of that data and are responsible for compliance with the GDPR. Read more in our Data Processing Agreement.
In your role as a controller of personal data,
- You hereby authorize, on behalf of yourself, additional users and your own customers, and represent that you have the authority to provide such authorization to the processing and transfer of personal data in and to the European Union and other countries which may have different privacy laws from your country of establishment/residence;
- You understand that it shall be your responsibility to inform the additional users and your own customers about the processing, and, where required, obtain necessary consent or authorization for any personal data that is collected through your use of the Services. We do not own, control or direct the use of Reporting Data and Personal Data and only access such information as reasonably necessary to provide the Services (including to respond to support requests), as otherwise authorized by you or as required by law. Unless we explicitly agree otherwise in writing, You shall not provide Sensitive Data at any time to the Services and we will have no liability whatsoever for and in connection with the Sensitive Data. For purposes of these Terms, "Sensitive Data" means (i) social security number, passport number, driver's license number, or similar identifier (or any portion thereof), (ii) employment, financial, genetic, biometric or health information, (iii) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation, (iv) account passwords, (v) date of birth, (vi) criminal history, (vii) mother's maiden name or (viii) any other information or combinations of information that is deemed sensitive under the legal framework of any applicable jurisdiction.
Your Responsibilities
You are solely responsible for:
- your and your authorized users' access and use of our Services and compliance with these Terms;
- maintaining the confidentiality of your and your authorized users' log-in information, credentials and passwords associated with your account, and the privacy and security of your account;
- all activities that occur regarding your account regardless of whether the activities are undertaken by you, your employees or a third party.
Your Conduct
You agree as follows:
- you and your authorized users will not remove or modify any trademarks, trade names, service marks, service names, logos or brands, or copyright or other proprietary notices on our Services or the documentation, or add any other markings or notices to our Services or the documentation;
- you and your authorized users will not post, upload or permit our Services to be used to post or upload any data that infringes the intellectual property rights or other proprietary rights of any third party, is unlawful or contains objectionable material or contains software viruses or other harmful or deleterious computer code, files or programs such as trojan horses, worms, time bombs or cancelbots;
- you and your authorized users will not use our Services or permit our Services to be used to store, host or send unsolicited email, spam or SMS messages;
- you and your authorized users will not use or permit the use of any software, hardware, application or process that interferes with our Services, interferes with or disrupts servers, systems or networks connected to our Services, or violates the regulations, policies or procedures of such servers, systems or networks, accesses or attempts to access another customer's accounts, servers, systems or networks without authorization, or harasses or interferes with another customer's use and enjoyment of our Services;
- you and your authorized users will not tamper with or breach the security of our Services;
- you and your authorized users will not modify, port, adapt, translate or create any derivative work based upon, our Services or the documentation;
- you and your authorized users will not reverse engineer, decompile, disassemble or otherwise derive or attempt to derive the source code of our Services, except for any non-waivable right to decompile any software in our Services expressly permitted by applicable mandatory law.
Warranty Disclaimer
OUR SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT OUR SERVICES OR ANY PART THEREOF, OR USE THEREOF WILL BE ERROR-FREE, UNINTERRUPTED, SECURE OR VIRUS FREE, WILL MEET YOUR QUALITY AND PERFORMANCE REQUIREMENTS, OR WILL BE CORRECTED FOR ANY DEFECTS WITHIN A STIPULATED PERIOD PURSUANT TO ANY SERVICE LEVEL AGREEMENT. YOU UNDERSTAND THAT IN USING OUR SERVICES, SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD PARTY INFRASTRUCTURES THAT ARE NOT UNDER OUR CONTROL. WE MAKE NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD PARTY INFRASTRUCTURES. YOU ASSUME THE ENTIRE RISK OF AND SHALL NOT HOLD US RESPONSIBLE FOR ANY ALTERATION, COMPROMISE, CORRUPTION OR LOSS OF REPORTING DATA, NOTWITHSTANDING ANY SECURITY OR OTHER MEASURE THAT MAY BE PROVIDED BY US.
Liability Limitation
EXCEPT FOR YOUR MISAPPROPRIATION OF INTELLECTUAL PROPERTY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF BUSINESS, GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE, BUSINESS INTERRUPTION, OR ANY ALTERATION, COMPROMISE, CORRUPTION OR LOSS OF REPORTING DATA) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH OUR SERVICES, THE DOCUMENTATION OR USE THEREOF OR THESE TERMS, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING THIS LIABILITY LIMITATION, URIPORTS SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE, URIPORTS'S AGGREGATE LIABILITY UNDER THESE TERMS SHALL BE LIMITED TO THE FEES PAID AND PAYABLE BY YOU FOR OUR SERVICES FOR THE SIX MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE CLAIM FOR SUCH DAMAGE. FOR CLARITY, THE ABOVE LIMITATIONS SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS TO US FOR OUR SERVICES. No claim against URIports may be brought more than one year after the facts giving rise to such claim have arisen. This liability limitation forms an essential basis of the bargain between the parties and shall survive and apply even if any remedy specified in these Terms is found to have failed its essential purpose.
Third Party Products and Services
Our Services may contain links to third party information, websites, products, services or resources that are not owned or controlled by us. We do not endorse any such third party content. If you access or use such third party content through our Services, you do so at your own risk. You agree that we have no responsibility arising from your access to or use of any such third party information, websites, products, services or resources.
Marketing
You agree that we may use your monitored domain names to identify the domain names as a URIports customer on our website or in other sales or marketing materials, provided that we will not issue any press release without your prior consent.
Termination
The term of our Services begins on the date you signed up for URIports, and continues until terminated pursuant to these Terms. You may terminate our Services and these Terms at any time for any reason by deleting your account and ceasing all use of our Services. We may suspend or terminate our Services and these Terms at any time for any reason by notifying you in writing, but if our suspension or termination is based on your suspected or actual breach of these Terms, we may suspend or terminate our Services without providing any notice to you. Upon any expiration or termination of our Services;
- all unpaid fees during the Term accrued through and including the 30 days period in which our Services were terminated will become immediately due and payable;
- our Services will immediately cease;
- the rights granted by us to you under these Terms will cease immediately and you will immediately delete (or, at our request, return) all related documentation and any of our Confidential Information in your possession or control.
Any suspected or actual illegal activity that were grounds for termination of your use of our Services may be referred to law enforcement authorities. We shall not be liable to you for any suspension or termination of our Services. Notwithstanding the foregoing, the Sections of these Terms entitled "Fees", "Reporting Data", "Warranty Disclaimer", "Liability Limitation", "Termination", "Miscellaneous" and "Contact Information" will survive any expiration or termination of these Terms.
Miscellaneous
Entire Agreement
These Terms constitute the entire agreement between you and URIports regarding its subject matter, and supersedes all prior or contemporaneous, written or oral understandings, communications or agreements (including any prior versions of the Terms of Service) between you and URIports regarding such subject matter. These Terms may be altered, supplement or amended by us as set forth above in the Section entitled "Terms", and may not be altered, supplemented or amended by you unless agreed in a separate written agreement signed by a URIports authorized representative. Any use of your pre-printed forms, such as purchase orders, are for convenience only, and any pre-printed terms and conditions set forth in your pre-printed forms that are in addition to, inconsistent or in conflict with, or different than, these Terms shall be given no force or effect. Neither commencement of performance, nor failure to object to any additional or different terms and conditions from you, nor delivery, by, in each case, URIports or a URIports affiliated company shall constitute an acceptance of any terms and conditions proposed by you that are in addition to, inconsistent or in conflict with, or different than, these Terms. Any term of these Terms may be waived only by a separate written agreement signed by a URIports authorized representative.
Severability
If any provision of these Terms is held to be unenforceable, the unenforceable provision shall be replaced by an enforceable provision that comes closest to the parties' intentions underlying the unenforceable provision, and the remaining provisions of these Terms shall remain in full force and effect. The unenforceability of any provision in any jurisdiction shall not affect the enforceability of such provision in any other jurisdiction.
Assignment
URIports may assign or transfer these Terms, in whole or in part, to any URIports affiliated company or in connection with any acquisition, consolidation, merger, reorganization, transfer of all or substantially all of its assets or other business combination, or by operation of law without your consent and without providing notice. URIports may subcontract its obligations hereunder, provided that URIports shall at all times remain fully responsible for the performance of any subcontractor. You may not assign or transfer any part of these Terms, or delegate your duties or responsibilities under these Terms, by business combination, operation of law or otherwise without our prior written consent. Subject to the foregoing, these Terms will bind and benefit the parties and their respective successors and permitted assigns.
Third Party Beneficiaries
Except as expressly provided in these Terms, nothing in these Terms, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights or obligations, to enforce these Terms.
Governing Law; Jurisdiction
These Terms shall be governed by the laws of The Netherlands. These Terms shall not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. The respective courts of The Netherlands shall have exclusive jurisdiction for any dispute between the parties, and the parties consent to venue and personal jurisdiction there. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JURY. Each party shall have the right, at its election, to seek injunctive or other equitable relief in any court of competent jurisdiction to enforce these Terms, which remedy will be cumulative and not exclusive. If any action is pursued to enforce or obtain compliance with these Terms, the prevailing party shall be entitled to reasonable attorneys' fees and costs, in addition to any other relief to which such party may be entitled.
Force Majeure
We shall not be liable for our inadequate caused by any circumstance beyond our control, including acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, failures in computer, hardware, telecommunications, internet service provider or hosting facilities, power shortages and denial of service attacks.