This is a legal agreement between Licensee or You (“Licensee” or “You”) and SHOPTAPP BV, a company with limited liability, based in The Hague in The Netherlands (“SHOPTAPP”).
Licensee and SHOPTAPP are also referred to individually as “Party” and collectively as “Parties”.
SHOPTAPP is willing to license this Software to Licensee only upon the condition that Licensee shall accept all of the terms and conditions contained in this end user license agreement (“Agreement”).
Please read the terms and conditions carefully as continuing with the setup procedure, installing or otherwise using the Software will indicate Licensee´s acceptance of all of the terms and conditions of this Agreement including the warranty disclaimers and limitations of liability provisions below (“Acceptance”).
Licensee can use SHOPTAPP for offering or selling items to its customers. SHOPTAPP is a means, to enable this offering. SHOPTAPP is never responsible for the offering or sales of items via SHOPTAPP Software. If the offered or sold items do not comply with law, good taste, religious preferences or other grounds for discussion, then this is the sole responsibility of licensee.
In the case that SHOPTAPP thinks it is necessary, SHOPTAPP will always have the right to, without notice, terminate the License of a Licensee and effectively disconnect a licensee from its Software.
If Licensee does not agree to the terms and conditions, Licensee may not setup, install or otherwise use the Software and shall destroy or return the Software, all copies and accompanying documentation thereof.
“Intellectual Property Right” shall mean patents, petty patents, utility models, designs (whether or not capable of registration), design patents, inventions, database rights, protection of works of authorship or expression, including copyrights and future copyright, domain names, trademarks, trade names and any other industrial and intellectual property rights, whether registered or not and applications, divisions, continuations, renewals, re-exams and reissues for any of the aforementioned respectively as well as any trade secrets, and the rights to prosecute, enforce and obtain remedies.
“Licensee or You” shall be taken as referring to the person or business entity who has acquired this license to use the Software or for whom such license was acquired.
“Third Party Component” means software components including but not limited to Open Source Software, embedded in or accompanying the Software and provided under separate license terms.
“Software” is a SHOPTAPP Mobile Shopping Application and Mobile Shopping Application Platform, that you are about to install or use or have installed or used, including end-user documentation, other accompanying documentation, add-ons, extensions, libraries, fixes, plug-ins and other related materials and to any and all copies, updates, modifications, functionally-equivalent derivatives, documentation or any parts or portions thereof.
Grant of License
The Software is licensed, not sold. Upon Acceptance and subject to Licensee’s compliance with the terms and conditions of this Agreement SHOPTAPP grants Licensee a non-transferable, non-exclusive, non-sub-licensable limited license to install and use the Software on one supported device owned or controlled by Licensee in accordance with the obligations and limited rights and restrictions set forth in this agreement and respecting all the laws in force in The Netherlands, or -if the Dutch laws are locally not applicable, to local laws of the jurisdiction of in which the Software is used.
The Software is protected by copyright laws, international treaty provisions and other applicable national laws.
Software is not designed or intended for use in critical safety systems including but not limited to nuclear facilities, aircraft communication and aircraft control systems or other situations in which case of failure of the Software could lead to death or personal injury. Licensee shall not use the Software for purposes the Software is not intended or licensed to. Any use for unauthorized purposes may result termination of the license. Licensee shall not: (i) use, copy, modify, or transfer the Software or any copy, modification, or merged portion thereof, in whole or in part, except as expressly provided for in this Agreement; (ii) modify, alter, adapt, translate, reverse-engineer, decompile, disassemble or attempt to discover the source code, underlying ideas, algorithms, file formats or programming interfaces of the Licensed Software, documentation, or any portion thereof or attempt to do so; (iii) remove or cause to be removed any copyright, trademark, patent or any other proprietary legend or notices from any copy of the Licensed Software or Documentation, or any portion thereof; (iv) Licensee shall not rent, lease, sub-license, or transfer the Software; or (v) use the Software to offer timesharing or other computer based services to third parties
Ownership; Proprietary Rights and Notices
SHOPTAPP or its licensors, as applicable, shall retain all right, title and interest in and to the Software all copies and portions thereof, and all improvements, enhancements, modifications and derivative works thereof, and all Intellectual Property Rights therein. Licensee acknowledges and agrees that SHOPTAPP, or its licensors, holds the Intellectual Property Rights to the Software and, except as expressly provided herein, Licensee is not granted any other right or license to patents, copyrights, trade secrets, or trademarks with respect to the Software. Licensee shall not use SHOPTAPP’s name, trademarks, or any SHOPTAPP designation in association with Licensee’s application software.
Third Party Components; Additional Terms; The Software may contain or be delivered with one or more components, which may include third-party software identified by SHOPTAPP in the installer, documentation, about-box, readme.txt file, third-party click-accept or elsewhere as being subject to different license agreement terms, disclaimers of warranties, maintenance, limited warranties or other terms and conditions (collectively, “Additional Terms”) than those set forth herein. You agree to the applicable Additional Terms for any such Identified Component(s).
The license is effective until terminated. This Agreement will terminate automatically if Licensee fails to comply with its terms and conditions.
SHOPTAPP may terminate this Agreement immediately should any Software become, or in SHOPTAPP’s reasonable opinion be likely to become, the subject of a claim of infringement of a patent, trade secret or copyright. Upon termination for any reason, the Licensee shall cease to use the Software, destroy all copies of the Software, all of its component parts, functionally-equivalent derivatives, and all portions and modifications thereof in any form and delete and permanently purge the Software from any device on which it has been installed. The Licensee shall upon request provide SHOPTAPP with a certificate on the fulfillment of Licensee’s obligations hereunder.
Protection and Confidentiality
7.1 Protection. Licensee acknowledges and agrees that the Software constitutes and contains valuable Intellectual Property Rights of SHOPTAPP and of its applicable licensors. Licensee will at all times recognize and act consistently with SHOPTAPP’s and its applicable licensors’ Intellectual Property Rights in the Software, regardless of whether patents have been issued thereon, and will not in any way act, or fail to act in any manner, to intentionally or negligently harm such Intellectual Property Rights.
7.2 Confidentiality. For purposes of this Agreement, “Confidential Information” shall mean the Software and any other information, software or technical data provided by SHOPTAPP. Licensee hereby agrees (i) to hold Confidential Information in strict confidence and not to disclose or otherwise make it available or disclose it to any third party except as is necessary for the proper performance of its regulatory obligations or in accordance with its rights under this Agreement; (ii) to impose confidentiality restrictions upon the Parties to whom any Confidential Information is disclosed; (iii) to take at least the same precautions to protect the Confidential Information as it takes for its own confidential and proprietary information of like importance, but in no event less than reasonable precautions; and (iv) to refrain from using the Confidential Information for any purpose other than the purposes for which that Confidential Information was disclosed.
THIS SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND. ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, NON-INTERFERENCE, ACCURACY OF INFORMATIONAL CONTENT, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW AND ARE EXPRESSLY DISCLAIMED BY SHOPTAPP, ITS SUPPLIERS AND LICENSORS. TO THE EXTENT THAT ANY OF THE SAME CANNOT BE EXCLUDED. IN NO EVENT DOES SHOPTAPP WARRANT THAT THE FUNCTIONS CONTAINED IN THIS SOFTWARE WILL MEET LICENSEE´S REQUIREMENTS OR THAT THE OPERATION OF THIS SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE. Licensee acknowledges and agrees that SHOPTAPP has granted the license and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that the same reflect an allocation of risk between the form an essential basis of the bargain between the Parties.
Licensee shall indemnify, defend and hold SHOPTAPP, SHOPTAPP´s partners, affiliates, contractors, officers, directors, employees and agents harmless from and against any and all damages, losses and expenses arising directly or indirectly from Licensee’s acts and omissions to act in using the Software pursuant to the terms of the Agreement.
Limitation of Liability
IN NO EVENT WILL SHOPTAPP BE LIABLE TO LICENSEE FOR ANY LOST PROFITS OR SAVINGS, LOST BUSINESS, LOSS OF DATA, LOSS OF REVENUE, LOSS OF USE OR MONEY, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, INJURY TO PERSON OR PROPERTY OR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES (WHETHER OR NOT ALSO CONSTITUTING ONE OF THE FOREGOING SPECIFIC TYPES OF LOSS), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE OR OTHER FAULT OF EITHER PARTY), PRODUCT LIABILITY, OR OTHERWISE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON AN ACTION OR CLAIM IN CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY. IN NO EVENT SHALL SHOPTAPP’S TOTAL AGGREGATE LIABILITY EXCEED TEN (10) EURO.
SHOPTAPP is connected to an ecommerce platform, owned and operated by Licensee or Licensee’s provider. This ecommerce platform contains personal information of shoppers. Licensee is aware that GDPR compliance, is solely Licensee’s responsibility. Licensee should contact the provider of thee commerce platform for questions regarding GDPR compliance.
SHOPTAPP Software does not store any information with regards to personal information and purchase orders, performed by end users of SHOPTAPP applications.
SHOPTAPP stores information with regards to Licensee for administration purposes. This information is necessary for billing and will only be used for that purpose. There is no other use of customer specific information of any kind by SHOPTAPP.
Licensee may not sub-license, assign or otherwise transfer this license or Software except as expressly provided in this Agreement. Any attempt to otherwise sub-license, assign, or transfer any of the rights, duties or obligations hereunder is expressly prohibited and will terminate this Agreement.
SHOPTAPP has no obligation to provide You with any service (including but not limited to, technical support, maintenance, upgrades, modifications, or new releases) under this Agreement. The purchase of services, if applicable, shall be governed by separate agreements. By continuing the setup procedure, Licensee acknowledges that Licensee has read this Agreement, understands it, and agrees to be bound by its terms and conditions. L
icensee further agrees that this is the complete and exclusive statement of the Agreement between Licensee and SHOPTAPP, which supersedes any proposal or prior agreement, whether oral or written, and any other communications between Licensee and SHOPTAPP relating to the subject matter of this Agreement. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and the remaining provisions of this Agreement shall not be affected.
This Agreement and all matters arising out of or in connection with this Agreement shall be interpreted, construed and governed exclusively in accordance with the laws of The Netherlands. The United Nations Convention for the International Sale of Goods shall not apply. Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, termination or validity thereof shall be finally settled at the court of The Hague in The Netherlands.